SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended June 30, 1999 Commission File Number 33-24608-LA
- --------------------------------------- -----------------------------------
USA INTERNATIONAL CHEMICAL, INC.
(Exact name of Registrant as specified in its charter)
-------------------------------------------------------
DELAWARE 95-4068292
- -------------------------------- ---------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
15915 Ventura Blvd., Suite 301
Encino, California 91436
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (818) 783-0393
---------------
Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act: None
Indicate by check mark whether the issuer (1) has 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 issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
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]
State issuer's revenues for its most recent fiscal year: $-0-
The aggregate market value of the issuer's voting stock held by non-affiliates
of the issuer based upon the average bid and asked prices of such stock as of
August 20, 1999, was $394,672.
The number of shares outstanding of the issuer's common stock as of August 20,
1999, was 1,346,809.
Documents Incorporated By Reference: S-18 Registration Statement effective
November 10, 1988.
Transitional Small Business Disclosure Form Yes No X
---- ----
<PAGE>2
PART I
ITEM 1. BUSINESS
The Company
USA International Chemical, Inc. (the "Company") was originally incorporated in
the State of California on June 25, 1986. On August 22, 1988, the Company
changed its corporate domicile to the State of Delaware, through a merger into a
newly formed Delaware corporation named "USA International Chemical, Inc."
In April, 1989, the Company completed a public offering of 22,481,000 units,
each unit consisting of one share of common stock and one Class A purchase
warrant, at an offering price of $.01 per Unit. The net proceeds of that
offering to the Company were approximately $155,000.
On August 27, 1994, the Company's three largest shareholders (the "Selling
Shareholder Group") entered into a Stock Purchase Agreement in which they agreed
to sell 88,200,000 shares of the Company's common stock to Shane Investment
Company, Inc. for $69,000 in cash. These shares represented approximately 78% of
the Company's then outstanding common shares. This Stock Purchase Agreement
closed on September 23, 1994 at which time Shane Investment Company, Inc.
assumed ownership of the 88,200,000 shares of the Company's common stock
becoming the Company's largest single shareholder.
At that time Yale Farar became Chairman of the Board, President and Chief
Financial Officer of the Company while Harold S. Fleischman became a Director
and the Company's Secretary. On September 1, 1998, Mr. Farar resigned from those
positions, and Mr. Fleischman became President and Chief Financial Officer. Also
at this time, Mr. Arthur Lyons was appointed to the Company's Board of Directors
and appointed as Secretary.
Past Operations
In December 1989 the Company sold its customer list for sales of various
chemicals and other product lines for the maintenance of aircraft to Gerald
Fields & Co., an unaffiliated company, for $6,000. Gerald Fields & Co. also
received certain equipment and fixtures related to this business from the
Company and took over the Company's obligations under its lease on facilities
located in Rancho Cucamonga, California. The purchase price for the above assets
was $6,000, plus a five year earnout provision based on annual gross sales in
excess of $200,000. The earnout period expired in 1995 with no additional
consideration earned or paid to the Company.
Until September 1994 the Company sold a line of skin care products through a
foreign distributor. The Epicuren line of skin care products was manufactured by
Epicuren, Inc. of Mission Viejo, California, and includes a six step program of
scrub, cleanser, conditioner, concentrate, gel and moisturizer. The Company had
no written agreement with the manufacturer, but understood that it had the sole
right to distribute these products in Singapore.
Between July and September, 1994 the Company expanded its product line and sold
lint free cloth to a foreign customer.
The Company was also involved in the purchase and resale of various chemical
products to the Government of Taiwan. This line of business was also
discontinued in September 1994.
<PAGE>3
The Company's warranty obligations under its former lines of business are
limited to the replacement of defective products, which in turn are replaced by
the manufacturer. The Company has not received any warranty claims related to
this former business.
Present Operations
As a result of the change of control of the Company in September 1994, all past
business operations were discontinued and the Company does not expect to pursue
any of the Company's former lines of business. Consequently, since September
1994, the Company has had no operating revenues and the Company does not
anticipate any revenues from business operations until the Company develops or
acquires new business lines.
Since September 1994 and for the foreseeable future, the Company's sole activity
is expected to be the identification and evaluation of suitable business
opportunities which could result in an acquisition by or a combination with the
Company. Pursuant to this activity, Management is constantly evaluating and
holding discussions with a variety of companies and individuals that could
result, in the near or distant future, in a business acquisition or combination.
Because of this approach, the announcement of a definitive or consummated
transaction involving the Company could happen at any time. There can be no
assurance as to when or if such an acquisition or combination might occur or
that other types of business transactions might not be considered and entered
into by the Company.
Employees
At present, the Company has one part-time employee. Harold S. Fleischman, the
President and Chief Financial Officer of the Company, devotes approximately 5%
of his time to the Company's business. Arthur Lyons, the Company's Secretary, is
employed by the Company on an as-needed basis.
ITEM 2. PROPERTIES
The Company's President currently provides office space to the Company at no
cost to the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
<PAGE>4
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a. Principal Market or Markets. The Company's common stock is listed for
trading on the OTC Market's Electronic Bulletin Board where it is
currently listed under the symbol "USXC." The following table sets forth
the high and low bid quotations for the Company's stock, as reported by
the National Quotation Bureau, Inc. for the periods indicated. These
prices are believed to be representative inter-dealer quotations,
without retail markup, markdown or commissions, and may not represent
actual transactions.
Common Stock
------------
Bid Ask
----- -----
Quarter Ended Hi Low High Low
- -------------------- ------ ------- ------ -------
June 30, 1999 3/8 3/16 1 1/8 1 1/16
March 31, 1999 3/8 3/8 1 1/8 1 1/8
December 31, 1998 7/16 3/8 1 1/8 1 1/8
September 30, 1998 7/16 1/4 1 1/8 1 1/8
June 30, 1998 3/16 5/1 1/4 1 1/4
March 31, 1998 1/4 3/1 5/8 1 5/8
December 31, 1997 7/16 1/4 1 5/8 1
September 30, 1997 3/8 1/4 1 5/8 1 1/4
b. Approximate Number of Holders of Common Stock. The approximate number of
holders of the Company's common stock at August 20, 1999 was 250.
c. Dividends. Holders of common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors. No
dividends have been paid with respect to the Company's common stock and
no dividends are anticipated to be paid in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations for the Fiscal Year Ended June 30, 1999 as Compared to the
Fiscal Year Ended June 30, 1998
There were no sales or cost of sales for the year ended June 30, 1999 or June
30, 1998.
General and Administrative expenses increased $5,382 to $16,496 for the year
ended June 30, 1999 from $11,114 for the year ended June 30, 1998. The increase
was principally due to additional legal expenses incurred in the current fiscal
year and $2,000 in expense (by the issuance of common stock) related to services
provided by a Director.
Net loss was $17,296 for the year ended June 30, 1999 compared to $11,914 for
the year ended June 30, 1998. The increase of $5,382 was the result of the
increased expenses discussed in the preceding paragraph.
<PAGE>5
Results of Operations for the Fiscal Year Ended June 30, 1998 as Compared to the
Fiscal Year Ended June 30, 1997
There were no sales nor cost of sales for the year ended June 30, 1998 or June
30, 1997.
General and Administrative expenses amounted to $11,114 for the year ended June
30, 1998, a decrease of $26,779 from the $37,893 for the year ended June 30,
1997. The decrease was principally the result of legal expenses and other costs
incurred in the 1997 fiscal year in connection with the evaluation of potential
merger opportunities.
Net loss amounted to $11,914 for the year ended June 30, 1998, compared to
$38,648 for the year ended June 30, 1997. The decrease in the net loss was the
result of reduced expenses discussed in the preceding paragraph.
Financing Activities
Net cash provided by financing activities was $15,000 and $10,000 for the year
ended June 30, 1999 and 1998, respectively.
Capital Resources and Liquidity
Since September, 1994 the Company has generated no revenues from operations.
At June 30, 1999, the Company had cash (and working capital) of $3,515, compared
to cash (and working capital) of $3,610 at June 30, 1998. During fiscal 1999 and
1998, capital contributions of $15,000 and $10,000, respectively, were made to
the Company by principal stockholders in order to provide working capital
necessary to continue operations.
The Company expects to fund its ongoing capital needs through investments in or
advances to the Company by its principal stockholders or other affiliates of the
Company.
During the fiscal years ended June 30, 1999 and 1998, the Company used cash of
$15,095 and $11,914, respectively, in operations.
The Company has no current operations which generate sales. Due to the Company's
current status, the "Year 2000 Problem" is not expected to have any affect on
the Company's current financial condition. Until the Company develops or
acquires new business lines, no operating revenues are expected and operating
losses are anticipated.
For the foreseeable future the Company's sole activity is expected to be the
identification and evaluation of suitable business opportunities which could
result in an acquisition or other business combination. There can be no
assurance, however, that the Company will be successful in its efforts, or that
another type of business transaction might not be considered.
<PAGE>6
ITEM 7. FINANCIAL STATEMENTS
The financial statements are set forth on pages F-1 through F-7 attached as an
exhibit to this document. See "Item 13. Exhibits and Reports on Form 8-K."
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
Not Applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The Directors and Officers of the Company are as follows:
Name Age Position
---------------------- ------- ----------------
Harold S. Fleischman 57 President, Chief
Financial Officer and
Director
Arthur Lyons 53 Director and Secretary
HAROLD S. FLEISCHMAN has served as a Director since September 1994 and as
Secretary from September 1994 to September 1998 at which time Mr. Fleischman
became President and Chief Financial Officer. Mr. Fleischman has been an
attorney for over 25 years and currently maintains his own private practice in
Encino, California. He earned both a Bachelor's degree and Law degree from UCLA.
ARTHUR LYONS was appointed Director and Secretary September 1, 1998. Mr. Lyons
has been a businessman and restauranteur in Southern California for over twenty
years. Mr. Lyons served on the Palm Springs, California City Council from 1992
to 1996. He is the author of twelve mystery novels/short stories and has written
screenplays for television. Mr. Lyons is a graduate of the University of
California at Santa Barbara.
All directors of the Company hold office until the next annual meeting of the
shareholders or until their successors have been elected and qualified.
The officers of the Company are appointed by the Board of Directors and hold
office until their death, resignation or removal from office.
ITEM 10. EXECUTIVE COMPENSATION
During the last three fiscal years ended June 30, 1999, 1998 and 1997, the
Company did not pay or accrue any amounts for cash compensation to its Executive
Officers. The Company does not anticipate any salary to its Executive Officers
for the current fiscal year.
In fiscal year 1999 one Director of the Company received 6,000 shares of
restricted common stock as compensation for services rendered.
<PAGE>7
On May 10, 1996 the Board of Directors adopted the USA International Chemical,
Inc. 1996 Stock Option Plan which is a non-qualified option plan under the
Internal Revenue Code (i.e. certain advantageous tax provisions are not
available to participants). The Company allocated 500,000 shares of common stock
which may be issued pursuant to the Stock Option Plan. Officers, directors,
employees and other persons rendering valuable services to the Company are
eligible to receive options pursuant to the Stock Option Plan. As of June 30,
1999, no options had been granted under this Plan.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of August 20, 1999 the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock.
<TABLE>
<S> <C> <C> <C>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
----------- --------------------------- ---------------------- -----------
Common Yale Farar,(1) 419,550 31.20%
23679 Calabasas Road, #412
Calabasas, CA 91302
Common Sim Farar(1)(2) 365,950 27.2%
22287 Mulholland Dr., #390 (Individually)
Calabasas, CA 91302
Common Justin B. Farar(2) 97,412 7.2%
22287 Mulholland Dr., #390 (Individually)
Calabasas, CA 91302
Common Joel D. Farar(2) 93,500 6.9%
22287 Mulholland Dr., #390 (Individually)
Calabasas, CA 91302
Common Beth Farar(3) 83,599 6.2%
15915 Ventura Blvd., Ste. 301 (Individually)
Encino, CA 91436
</TABLE>
(1) Yale Farar and Sim Farar are brothers but disclaim any beneficial
ownership of each others shares.
(2) Justin Farar and Joel Farar are the sons of Sim Farar. Sim Farar may be
deemed to have beneficial ownership of the shares held by his younger
son, Joel, but disclaims beneficial ownership of shares held by his
older son, Justin.
(3) Beth Farar is the daughter of Yale Farar. Mr. Farar disclaims any
beneficial ownership of shares held by Ms. Farar.
<PAGE>8
The following table sets forth, as of August 20, 1999, the stock ownership of
each officer and director individually and all directors and officers of the
Company as a group.
<TABLE>
<S> <C> <C> <C>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
-------- ------------------------------- ---------------------- -------------
Common Harold S. Fleischman, Director 6,200 0.5%
15915 Ventura Blvd., Ste. 301
Encino, California 91436
Common Arthur Lyons 6,000 0.4%
646 Morango Road
Palm Springs, CA 92264
Common Ownership by Management as a 12,200 0.9%
Group (2 persons)
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Yale Farar and Sim Farar (principal shareholders of the Company) have invested
funds in the Company to pay for operating expenses and to provide working
capital to the Company. During fiscal year 1999, these contributions totaled
$15,000 which were reflected in the financial statements as additional paid in
capital.
The Company's principal shareholders anticipate making additional contributions
or advances to the Company on an as-needed basis until such time as the Company
establishes or acquires an operating business.
<PAGE>9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are being filed as part of this report:
<TABLE>
<S> <C>
PAGE
(1) Financial Statements
Report of Independent Auditors - Ernst & Young LLP............F-1
Balance sheet as of June 30, 1999.............................F-2
Statements of Operations for the years ended
June 30, 1999 and 1998........................................F-3
Statements of Stockholders' Equity for the
years ended June 30, 1999 and 1998............................F-4
Statements of Cash Flows for the years ended
June 30, 1999 and 1998........................................F-5
Notes to Financial Statements..........................F-6 to F-7
(2) Exhibits
</TABLE>
EXHIBIT
NO. DESCRIPTION LOCATION
- ------- ------------------------------ -----------------------------------
3.1 Articles of Incorporation and Incorporated by reference to
Bylaws Exhibit No. 3.1 to the
Registrant's S-18 Registration
Statement (No. 33-24608-LA)
- ------------------------------------------------------------------------------
(b) Reports on Form 8-K:
None.
<PAGE>10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
USA INTERNATIONAL CHEMICAL, INC.
Dated: September 17, 1999 By: /s/ HAROLD S. FLEISCHMAN
---------------------------------
Harold S. Fleischman, President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Capacity Date
/s/ HAROLD S> FLEISCHMAN
- ------------------------
Harold S. Fleischman President, Chief Executive September 17, 1999
Officer, Treasurer, (Principal
Financial and Accounting Officer)
and Director
/s/ ARTHUR LYONS
- --------------------
Arthur Lyons Secretary and Director September 17, 1999
<PAGE>11
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Non- reporting Issuers.
No annual report or proxy material has been sent to security holders during the
last fiscal year.
<PAGE>F-1
Report of Independent Auditors
Board of Directors
USA International Chemical, Inc.
We have audited the accompanying balance sheet of USA International Chemical,
Inc. as of June 30, 1999, and the related statements of operations,
stockholders' equity, and cash flows for each of the two years in the period
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of USA International Chemical,
Inc. as of June 30, 1999, and the results of its operations and its cash flows
for each of the two years in the period then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that USA
International Chemical, Inc. will continue as a going concern. As discussed in
Note 1 to the financial statements, under existing circumstances, there is
substantial doubt about the ability of USA International Chemical, Inc. to
continue as a going concern at June 30, 1999. Management's plans in regard to
that matter also are described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ ERNST & YOUNG LLP
Los Angeles, California
August 19, 1999
<PAGE>F-2
USA International Chemical, Inc.
Balance Sheet
June 30, 1999
<TABLE>
<S> <C>
Assets
Current assets:
Cash $ 3,515
===============
Total assets $ 3,515
===============
Liabilities and stockholders' equity
Current liabilities - Accounts payable $ 201
Stockholders' equity:
Common Stock, $.00001 par value, authorized 50,000,000 shares,
issued and outstanding 1,347,809 shares 13
Additional paid-in capital 338,167
Retained deficit (334,866)
----------------
Total stockholders' equity 3,314
----------------
Total liabilities and stockholders' equity $ 3,515
================
</TABLE>
See accompanying notes.
<PAGE>F-3
USA International Chemical, Inc.
Statements of Operations
<TABLE>
<S> <C> <C>
Year ended June 30
1999 1998
-----------------------------------
Sales $ - $ -
General and administrative expenses 16,496 11,114
-----------------------------------
16,496 11,114
-----------------------------------
Loss before income tax provision (16,496) (11,114)
Income tax provision 800 800
-----------------------------------
Net loss $ (17,296) $ (11,914)
===================================
Net loss per share (basic and diluted) $ (.01) $ (.01)
===================================
Weighted average shares outstanding 1,345,976 1,341,809
===================================
</TABLE>
See accompanying notes.
<PAGE>
USA International Chemical, Inc.
Statements of Stockholders' Equity
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional
------------------------ Paid-in Retained
Shares Amount Capital Deficit Total
------------------------------------------------------------------------
Balance at June 30, 1997 1,341,809 $ 13 $ 311,167 $ (305,656) $ 5,524
Capital contributions - - 10,000 - 10,000
Net loss for year ended June 30,
1998 - - - (11,914) (11,914)
------------------------------------------------------------------------
Balance at June 30, 1998 1,341,809 13 321,167 (317,570) 3,610
Capital contributions - - 15,000 - 15,000
Common stock issued to director
for services 6,000 - 2,000 - 2,000
Net loss for year ended June 30,
1999 - - - (17,296) (17,296)
========================================================================
Balance at June 30, 1999 1,347,809 $ 13 $ 338,167 $ (334,866) $ 3,314
========================================================================
</TABLE>
See accompanying notes.
<PAGE>F-5
USA International Chemical, Inc.
Statements of Cash Flows
<TABLE>
<S> <C> <C>
Year ended June 30
1999 1998
----------------------------------
Operating activities
Net loss $ (17,296) $ (11,914)
Adjustments to reconcile net loss to net cash used in operating
activities:
Common stock issued for services 2,000 Changes in operating
assets and liabilities:
Accounts payable 201 -
----------------------------------
Net cash used in operating activities (15,095) (11,914)
Financing activities
Capital contributions 15,000 10,000
----------------------------------
Net cash provided by financing activities 15,000 10,000
----------------------------------
Net decrease in cash (95) (1,914)
Cash at beginning of year 3,610 5,524
----------------------------------
Cash at end of year $ 3,515 $ 3,610
==================================
Supplemental disclosure of cash flow information
Cash paid during the year for:
Income taxes $ 800 $ 800
==================================
See accompanying notes.
</TABLE>
<PAGE>F-6
USA International Chemical, Inc.
Notes to Financial Statements
June 30, 1999
1. Basis of Presentation
USA International Chemical, Inc. (the Company) was incorporated in the state of
Delaware and since September 1994 the Company has no operating revenue and does
not anticipate any revenues from business operations until the Company develops
or acquires new business lines. Management recognizes that the Company has a
history of losses and is evaluating various alternatives to recapitalize the
Company which may provide the opportunity for the Company to continue as a going
concern.
It is not possible to predict the success of management's efforts. If management
is unable to achieve any of its goals, the Company will find it necessary to
undertake actions as may be appropriate to continue operations. The financial
statements do not reflect any adjustments that might result from the outcome of
this uncertainty.
2. Summary of Significant Accounting Policies
Income Taxes
At June 30, 1999, the Company has federal and state operating loss carryforwards
of approximately $276,000 and $117,000, respectively, expiring in years 2004
through 2015. As a result of a change in ownership in 1994, the Company does not
believe it will be able to utilize approximately $177,000 (federal) and $67,000
(state) of these operating loss carryforwards to reduce future taxable income.
With respect to the remaining operating loss carryforwards of $99,000 (federal)
and $50,000 (state), future ownership changes would result in an annual
limitation on their utilization. No benefit has been recorded in the financial
statements related to such operating losses as their realization is not assured.
Net Loss Per Share
Net loss per share has been computed based on the weighted average common shares
outstanding during each year.
Use of Estimates and Assumptions
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
<PAGE>F-7
USA International Chemical, Inc.
Notes to Financial Statements (continued)
3. Related Party Transactions
The Company maintains its executive offices in space provided by the Company's
President at no charge.
During 1999 and 1998, the Company did not pay or accrue any amounts for
compensation to officers.
4. Stockholders' Equity
The Company has a USA International Chemical, Inc. 1996 Stock Option Plan
(Plan). The Plan is a nonqualified plan under which options to purchase up to
500,000 shares of Common Stock may be issued. The exercise price shall be
determined by the Plan administrator; however, in the case of Incentive Stock
Option grants, the exercise price shall be 100% of the fair market value at date
of grant (110% in the case of options granted to an optionee who owns more than
10% of the Company's Common Stock). Option terms shall be determined by the Plan
administrator, but no later than 10 years after date of grant or five years for
Incentive Stock Options to optionees who own more than 10% of the Company's
Common Stock.
No options have been granted under the Plan.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-KSB
FOR THE YEAR ENDED JUNE 30, 1999 FOR USA INTERNATIONAL CHEMICAL, INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,515
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,515
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,515
<CURRENT-LIABILITIES> 201
<BONDS> 0
0
0
<COMMON> 13
<OTHER-SE> 3,301
<TOTAL-LIABILITY-AND-EQUITY> 3,315
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,496
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,496)
<INCOME-TAX> 800
<INCOME-CONTINUING> (16,496)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,296)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
