<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2000
Commission File Number 33-24608-LA
-----------
USA INTERNATIONAL CHEMICAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 95-4068292
----------------------------------------- ---------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
15915 Ventura Boulevard, Suite 301
Encino, California 91436
----------------------------------------- ---------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (818)783-0393
---------------------------------------
</TABLE>
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934, during the preceding 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
--- ---
Common stock, $.00001 par value, 1,498,762 issued and outstanding as of
May 1, 2000.
- --------------------------------------------------------------------------------
<PAGE>
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited) 3
ITEM 2. Management's Discussion and Analysis 8
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 9
ITEM 2. Changes in Securities 9
ITEM 3. Defaults upon Senior Securities 9
ITEM 4. Submission of Matters to a Vote of Security Holders 9
ITEM 5. Other Information 9
ITEM 6. Exhibits and Reports on Form 8-K 9
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
-3-
<PAGE>
USA INTERNATIONAL CHEMICAL, INC.
BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 8,062
----------
Total Assets $ 8,062
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -0-
STOCKHOLDERS' EQUITY (NOTES 1 AND 2)
Common stock, $.00001 par value, authorized
50,000,000 shares, issued and outstanding
1,498,762 shares 15
Additional paid-in capital 361,165
Accumulated deficit (353,118)
----------
Total Stockholders' Equity $ 8,062
----------
Total Liabilities and Stockholders' Equity $ 8,062
==========
See accompanying notes.
-4-
<PAGE>
USA INTERNATIONAL CHEMICAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------ ------------------------------
2000 1999 2000 1999
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SALES $ -- $ -- $ -- $ --
GENERAL AND ADMINISTRATIVE EXPENSES 7,982 4,871 17,452 14,046
--------- ---------- ---------- ----------
LOSS FROM OPERATIONS (7,982) (4,871) (17,452) (14,046)
--------- ---------- ---------- ----------
LOSS BEFORE INCOME TAX PROVISION (7,982) (4,871) (17,452) (14,046)
PROVISION FOR INCOME TAX -- -- 800 800
--------- ---------- ---------- ----------
NET LOSS $ (7,982) $ (4,871) $ (18,252) $ (14,846)
========= ========== ========== ==========
NET LOSS PER SHARE $ (.01) $ -- $ (.01) $ (.01)
WEIGHTED AVERAGE SHARES OUTSTANDING 1,498,762 1,498,857 1,498,762 1,478,887
</TABLE>
See accompanying notes.
-5-
<PAGE>
USA INTERNATIONAL CHEMICAL, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
March 31,
---------
2000 1999
---- ----
Operating Activities:
Net Cash Used in Operating Activities $(18,453) $(12,846)
--------- ---------
Financing Activities:
Capital contributions 23,000 10,000
--------- ---------
Net Cash Provided by Financing Activities 23,000 10,000
--------- ---------
Net Increase (Decrease) in Cash 4,547 (2,846)
Cash at beginning of period 3,515 3,610
--------- ---------
Cash at end of period $ 8,062 $ 764
========= =========
See accompanying notes.
-6-
<PAGE>
USA INTERNATIONAL CHEMICAL, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
pursuant to Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months and nine
months ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the year ending June 30, 2000. For further information refer
to the financial statements and footnotes thereto included in Form 10-KSB for
the year ended June 30, 1999 filed by the Company.
On April 7, 2000, the Company declared a common stock dividend of .1129 shares
for each share of common stock outstanding on the record date (April 17, 2000.)
As a result, there are 1,498,762 shares of the Company's common stock issued and
outstanding; the accompanying financial statements give effect to the dividend.
On May 4, 2000, the Company completed a transaction with ASPAC Communications,
Inc. ("ASPAC") whereby the Company acquired 100% of the outstanding common stock
of ASPAC in exchange for 20,126,264 shares of newly issued common stock of the
Company. After the exchange, the shareholders of ASPAC will own approximately
93% of the Company's common stock.
NOTE 2 - SHAREHOLDERS' EQUITY
During the nine months ended March 31, 2000 principal shareholders contributed
$23,000 to the Company.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion, other than the historical financial information, may
consist of forward-looking statements that involve risks and uncertainties,
including when the Company may resume business operations. Consequently, actual
results may vary from management's expectations.
OPERATING ACTIVITIES
There were no sales for the nine month period ended March 31, 2000 or
1999. Since the change of control of the Company in September, 1994, the Company
has not pursued any of the Company's former business. Consequently, until the
Company's current management develops or acquires new business lines, no
operating revenues are expected.
Operating expenses totaled $7,982 for the quarter ended March 31, 2000,
and $18,252 for the nine month period ended March 31, 2000. Operating expenses
for the quarter consisted primarily of legal and accounting fees relating to the
Company's quarterly reports and other corporate expenses. Operating expenses
totaled $4,871 and $14,846 for the comparable periods in 1999. The increase in
the current periods reflect increased legal fees recorded in the three months
ended March 31, 2000.
During the nine months ended March 31, 2000, net cash of $18,453 was
used by operations compared to $12,846 for the same period in 1999.
Net loss totaled $7,982 for the three months and $17,452 for the nine
months ended March 31, 2000, compared to a net loss of $4,871 for the three
months and $14,846 for the nine months ended March 31, 1999. The increase in net
loss for the most recent quarter was due to the increase in operating expenses
for the period.
On May 4, 2000, the Company completed a transaction with ASPAC
Communications, Inc. ("ASPAC") as a result of which the stockholders of ASPAC
will own approximately 93% of the Company's common stock and the present
activities of the Company will be discontinued.
CAPITAL RESOURCES AND LIQUIDITY
Since September 30, 1994, the Company has generated no revenues from
operations. During the nine months ended March 31, 2000, capital was provided
from $23,000 in contributions from two of the Company's principal stockholders.
During the nine months ended March 31, 1999, capital for operations was provided
from contributions from these principal shareholders or other affiliates of the
Company aggregating $10,000.
-8-
<PAGE>
Part II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company, or to which the
Company or any of its officers or directors are a party, and to the knowledge of
the Company's management, no claims have been made against the Company for the
quarter covered by this report.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No Exhibits
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
-9-
<PAGE>
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
USA INTERNATIONAL CHEMICAL, INC.
Dated: May 15, 2000
/s/ Marc F. Mayeres
-------------------------------------------
By: Marc F. Mayeres
Chairman and Acting Chief Financial Officer
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 8,062
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,062
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,062
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 15
<OTHER-SE> 8,047
<TOTAL-LIABILITY-AND-EQUITY> 8,062
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 17,452
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,452)
<INCOME-TAX> 800
<INCOME-CONTINUING> (18,252)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,252)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
