NETUSA INC/CO/
10KSB/A, 2000-05-16
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, 1999

[ ]      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)


            103 Hammond Ave., Fremont, CA 94539
          (Address of principal executive offices)

Issuer's telephone number:      (510) 580-9800

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.)
(Note: these are preliminary figures; the Company may make revisions to
these figures if warranted.)

                                    Balance Sheet

                               1999                 1998
Current Assets
Cash                         93,474              309,035
A/R                         599,479              157,202
Inventory                    36,601                9,035
Prepaid Expenses              2,132                2,666
Deferred Income Tax Asset        -                    -
                     ______________        _____________
Total Current Assets        731,686              477,938

Property & Equipment
At Cost                     609,168              303,666
Less: Accumulated Depre.   (444,511)            (218,897)
                     ______________       ______________
Net Property & Equipment    164,657               84,769

Other Assets
Investment at Cost        1,137,000               14,576
Other Assets                 43,556               10,390
Goodwill/Intangible       1,695,933              143,125
                     ______________       ______________
Total Other Assets        2,876,489              168,091

TOTAL ASSETS              3,772,832              730,798

Current Liabilities
Bank Overdraft                8,055                   -
Accounts Payable            442,778              271,141
State Income Tax Payable      6,976                   -
Lease Obligation - Current    4,146                5,272
Accrued Liabilities          58,824               40,134
Other Liabilities            75,772               37,611
Notes Payable               392,158              204,976
                     ______________       ______________
Total Current Liabilities   988,709              559,134

Long-Term Liabilities
Lease Obligation - LT         8,697                8,698
Loan from Shareholders      396,675              156,462
                     ______________       ______________
Total Long-Term
           Liabilities      405,372              165,160

Stockholders' Equity
Common Stock                 11,378                5,979
Add. Paid-In Capital      8,841,576            4,245,580
Treasury Stock                  (14)                 (14)
Add. Paid-In Cap. -
      (Treasury Stock)      (12,064)              22,047
Current Deficit            (228,391)            (128,551)
Retained Deficit         (6,233,734)          (4,138,538)
                     ______________       ______________
Total Stockholders'
        Equity            2,378,751                6,504

TOTAL S/H AND
       LIABILITIES        3,772,832              730,798



           Statements of Operations for the Three Months Ended
                         December 31, 1999 and 1998


               Three Months Ended      Three Months Ended
                 Dec. 31, 1999            Dec. 31, 1998

Sales                     504,243                 817,850

Cost of Sales            (280,240)               (726,409)
                   ______________          ______________
Operating Income          224,003                  91,441



Salaries/Wages/Benefits  (191,369)               (125,929)

Administrative, Depreciation,
Amortization, Marketing,
Interest, and Financial
Expenses                 (260,158)               (169,175)

                   ______________          ______________
Total Operating
     Expenses            (451,527)               (295,104)
                   ______________          ______________
Gain/(Loss)
    from Operations      (227,524)               (203,663)

Other Income                   -                   75,112
                  ______________            ______________
Gain/(Loss) before Taxes (227,524)               (128,551)

Provision for Current
Year's Income Tax            (867)                     -
                   ______________          ______________
Net Income (Loss) for the
Year after Tax           (228,391)               (128,551)

Shares Outstanding      9,583,082               6,222,048

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.  In the recent months, the Company
      has expanded itself into print and electronic media and is
      receiving substantial revenue from advertising in those media.
      The Company operates a division with the trade name Recomex
      located in San Diego, Calif., that distributes various kinds
      of computer peripherals. 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 also operates a
      telecommunication services division under the name GlobalCom
      Teleservices, which offers conventional and Internet telephone
      and fax services.


(2)  Results of Operations

     The operating income for the three months ending December 31,
     1999 was $224,003, an increase of $132,562 from the three months
     ending December 30, 1998.  This increase is mainly due to increases
     in advertising revenue from the operation of Silicon Valley High Tech
     Magazine and other advertising venues.

     The operating expenses for the three months ending December 31,
     1999 was $451,527, an increase of $156,423 from the three months
     ending December 30, 1998.  The increase is mainly due to the
     Company's recent hiring of new personnel and purchase of new
     equipment to start the operation of Silicon Valley High Tech
     Magazine and BizNet Business Directories.  The Company believes
     that as the income figures indicate, these new business ventures
     have great potential, and the spending will be recaptured quickly.


Part II:      Other Information

Item 1:      Legal Proceedings

      NetUSA, Inc. and its relevant affiliates were not involved in
      any legal proceedings that the company considers reportable during
      this quarter.  However, there is one litigation of note which
      may become reportable - a breach of contract proceeding in which
      DoubleClick, Inc., of New York is the plaintiff and NetUSA and
      CandyCenter.com, Inc., of North Carolina are co-defendants.  The
      litigation may cost the company up to $100,000 in fees and costs.

Item 2:      Changes in Securities

      The Company issued 463,000 shares of common stock for cash to
      unrelated parties at a total consideration of $191,500 during
      the three months ended December 31, 1999.

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:      May 12, 2000                  /s/ Wei-Ling Soong,
                                              Executive Vice-President
                                              and Director



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