UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 quarterly period ended: June 30, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-1096768
USA Telcom Internationale
--------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0408213
-------------- -------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
6655 W. Sahara, Suite 200
Las Vegas, NV 89146
---------------------------- -------
(Address of principal executive (Zip Code)
offices)
(702) 524-4149
----------------------
(Registrant's telephone number, including area code)
N/A
------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (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 registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
4,250,000
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USA TELCOM INTERNATIONALE
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet 4
Statements of Operations 5
Statements of Cash Flows 6
Notes 7
Item 2. Management's Discussion and Plan of Operation 8
Item 3. Controls and Procedures 9
PART II - OTHER INFORMATION
Item 6. Exhibits 9
SIGNATURES 10
CERTIFICATION 10
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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial reporting and pursuant to the
rules and regulations of the Securities and Exchange Commission
("Commission"). While these statements reflect all normal
recurring adjustments which are, in the opinion of management,
necessary for fair presentation of the results of the interim
period, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. For further information, refer to the
financial statements and footnotes thereto, which are included in
the Company's Registration Statement on Form 10-KSB previously
filed with the Commission on April 21, 2003.
The accompanying notes are an integral part of these
consolidated financial statements.
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USA Telcom Internationale
(a Nevada Corporation)
Balance Sheet
(unaudited)
June 30,
2003
Assets --------------
Current assets:
Cash $208
--------------
208
--------------
Fixed assets, net 655
Other assets:
Investments 500
Security deposit 5,000
Notes receivable 235,925
--------------
Total other assets 236,425
--------------
$237,288
==============
Liabilities and Stockholders' Equity
Current liabilities:
Accrued expenses $9,680
Loan payable - related party 22,507
--------------
Total current liabilities 32,187
--------------
Stockholders' equity:
Common stock, $0.001 par value, 25,000,000 shares
authorized, 4,250,000 shares issued and outstanding 4,250
Additional paid-in capital 174,743
Retained earnings 26,108
--------------
205,101
--------------
$237,288
==============
The accompanying notes are an integral part of these financial
statements.
-4-
USA Telcom Internationale
(a Nevada Corporation)
Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---------------------------------------------
Revenue $- $- $- $-
---------------------------------------------
Expenses:
General and administrative expenses 22,039 10,786 41,484 24,888
Depreciation 43 761 86 829
---------------------------------------------
Total expenses 22,082 11,547 41,570 25,717
Other income (expense):
Interest income 32,038 923 64,076 1,936
Interest (expense) - (489) - (489)
---------------------------------------------
Total other income (expense) 32,038 434 64,076 1,447
---------------------------------------------
Net income (loss) $9,956 $(11,113) $22,506 $(24,270)
=============================================
Weighted average number of
common shares outstanding - basic 4,250,000 4,250,000 4,250,000 4,250,000
and fully diluted =============================================
Net income (loss) per share - basic $0.00 $(0.00) $0.01 $(0.01)
and fully diluted =============================================
The accompanying notes are an integral part of these financial
statements.
-5-
USA Telcom Internationale
(a Nevada Corporation)
Statements of Cash Flows
(unaudited)
Six Months Ended
June 30,
2003 2002
--------------------------
Cash flows from operating activities
Net income (loss) $22,506 $(24,270)
Depreciation 86 829
Adjustments to reconcile net income
(loss) to net
cash (used) by operating activities:
Decrease in account receivable - (7,500)
Decrease in security deposit 5,000 -
(Increase) in interest receivable - (24)
Increase in accrued expenses 9,680 4,728
--------------------------
Net cash provided (used) by operating 37,272 (11,237)
activities --------------------------
Cash flows from investing activities
Purchase of fixed assets - (14,717)
(Increase) in loan receivable (235,925) -
--------------------------
Net cash (used) by investing activities (235,925) (14,717)
--------------------------
Cash flows from financing activities
Increase in loan payable - related party 22,507 742
--------------------------
Net cash provided by financing activities 22,507 742
--------------------------
Net (decrease) in cash (176,146) (25,212)
Cash - beginning 176,354 48,364
--------------------------
Cash - ending $208 $23,152
==========================
Supplemental information:
Interest paid $ - $ -
==========================
Income taxes paid $ - $ -
==========================
The accompanying notes are an integral part of these financial
statements.
-6-
USA Telcom Internationale
(a Nevada Corporation)
Notes
Note 1 - Basis of presentation
The consolidated interim financial statements included herein,
presented in accordance with United States generally accepted
accounting principles and stated in US dollars, have been prepared
by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these consolidated interim financial
statements be read in conjunction with the financial statements of
the Company for the year ended December 31, 2002 and notes thereto
included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim
reports.
Results of operations for the interim periods are not indicative of
annual results.
Note 2 - Notes receivable
On January 1, 2003, the Company executed an irrevocable loan
agreement in which the borrower agrees to pay the total loan sum of
$300,000 on or before December 30, 2003. This amount includes the
principle of $171,850, and associated points, fees and interest.
During the six month period ended June 30, 2003, total interest income
of $64,076 was accrued.
Note 3 - Related party transactions
During the six months ended June 30, 2003, the president and CEO
loaned a total of $22,507 to the Company. The loan is due upon
demand and bears no interest.
The Company does not lease or rent any property. Office space and
services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not
been reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
-7-
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about USA Telcom Internationale's business, financial condition and
prospects that reflect management's assumptions and beliefs based
on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will
be realized. If any of our management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, USTC's actual results may differ
materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, managements' ability to raise capital in the future,
the retention of key employees and changes in the regulation of our
industry.
There may be other risks and circumstances that management may
be unable to predict. When used in this Quarterly Report, words
such as, "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.
Three Months Ended June 30, 2003 Compared to the Three Months Ended
June 30, 2002
Income and Loss
The Company did not generate any revenues during the three
month periods ended June 30, 2003 and 2002. The total operating
expenses for the three months ended June 30, 2003 were
approximately $22,082 as compared to approximately $11,547 for the
three months ended June 30, 2002. Management of the Company
believes that the increase resulted primarily from increases in
general administrative expenses related to ongoing operational
expenses.
During the period ended June 30, 2002, the Company realized
$923 in interest income. During the second quarter of 2003, the
Company recognized $32,038 of interest income received. The
increase in interest income period-over-period is attributable to a
loan agreement for an aggregate of $300,000, inclusive of points,
fees and interest that the Company entered into on January 1, 2003.
The total amount of the loan is due on or before December 31, 2003.
In the three months ended June 30, 2003, USA Telcom's
operations resulted in a net income of approximately $9,956 as
compared to a net loss of approximately $11,113 for the three
months ended June 30, 2002.
Liquidity and Capital Resources
At June 30, 2003, USA Telcom had cash in the amount of $208.
At June 30, 2002, USA Telcom had cash in the amount of $23,152.
The decrease in cash is attributable primarily to an increase of
$235,925 in loans receivable. USA Telcom believes that cash on
hand is not sufficient to continue operations for the next twelve
months. If our costs of operations increase unexpectedly, we may
need to raise additional capital by issuing equity or debt
securities in exchange for cash. Notwithstanding this, there can
be no assurance that we will be able to secure additional funds in
the future to stay in business.
The Company continues to act as an agent in commercial
transactions involving Vietnamese purchasers and U.S.
manufacturers. USA Telcom also is considering several real estate
investments in Vietnam and is examining the possible establishment
of a coconut processing facility in Vietnam.
-8-
Item 3. Controls and Procedures
Within 90 days prior to the date of filing of this report, we
carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive
Officer (who effectively serves as our Chief Financial Officer), of
the design and operation of our disclosure controls and procedures.
Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and
procedures are effective for gathering, analyzing and disclosing
the information we are required to disclose in the reports we file
under the Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms. There have been no
significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the
date of this evaluation.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
a. Articles of Incorporation of the Company
incorporated by reference herein filed as Exhibit
3(a) to Form 10SB12G filed on March 11, 2002
b. By-Laws of the Company incorporated by reference
herein filed as Exhibit 3(b) to Form 10SB12G filed on
March 11, 2002
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Certification under Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350)
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
USA TELCOM INTERNATIONALE
-------------------------------
(Registrant)
By: /s/ Allen Jones
-------------------
Allen Jones, President
Date: August 20, 2003
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