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 March 31, 1998. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________to__________ Commission File Number: 022307 NAVA LEISURE USA, INC. (Exact name of registrant as specified in charter) IDAHO 84-1368850 ------------------------------ ------------------------- State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization 253 Ontario #1, P.O. Box 3303, Park City, Utah 84060 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (801) 649- 5060 Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which registered None N/A Securities registered pursuant to section 12(g) of the Act: Title of each class Name of each exchange on which registered Common stock, par value $0.0005 None 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. (1) Yes [ ] No [X ] (2) Yes [X] No [ ] The Company has 3,000,025 shares of its common stock outstanding, of which 599,258 shares are held by nonaffiliates. Item 1 - FINANCIAL STATEMENTS The unaudited financial statements of the Company are set forth immediately following the signature page to this form 10-QSB. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is considered a development stage company with no assets or capital and with no operations or income since approximately 1988. The costs and expenses associated with the preparation and filing of this registration statement and other operations of the Company have been paid for by shareholders of the Company, specifically H. D. Williams. It is anticipated that the Company will require only nominal capital to maintain the corporate viability of the Company and necessary funds will most likely be provided by the Company's existing shareholders or its officers and directors in the immediate future. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a going concern. During the next twelve months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Item 6 - EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: No exhibits are included herein. b. Reports on Form 8-K: No reports on Form 8-K were filed during the quarter. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated: NAVA LEISURE USA, INC. (Registrant) By: __ /s/_J. Rockwell Smith Date: July 28, 1998 J. ROCKWELL SMITH, President and Director, Principal Executive Officer
The following unaudited financial statements are presented by the Company. Salt Lake City, Utah July 28, 1998NAVA LEISURE USA, INC. (A Development Stage Company) FINANCIAL STATEMENTS March 31, 1998 and June 30, 1997 C O N T E N T S Balance Sheets 4 Statements of Operations 5 Statements of Stockholders' Equity (Deficit) 6 Statements of Cash Flows 8 Notes to the Financial Statements 10 The accompanying notes are an integral part of these financial statements. NAVA LEISURE USA, INC. (A Development Stage Company) Balance Sheets ASSETS March 31, June 30, 1998 1997 (unaudited) CURRENT ASSETS Cash $ - $ - Total Current Assets TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 4,555 $ 3,507 Total Current Liabilities $ 4,555 $ 3,507 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, 5,000,000 shares authorized at $0.001 par value: Series A preferred stock, 1,100,000 shares authorized, -0- shares issued and outstanding - - - Series B preferred stock, 100,000 shares authorized at $1.00 par value; -0- shares issued and outstanding - - - Common stock, 50,000,000 shares authorized at $0.0005 par value; 3,000,025 shares issued and outstanding 1,500 1,500 Capital in excess of par value 24,645 21,238 Deficit accumulated during the development stage ( 30,700 ) (26,245 ) Total Stockholders' Equity (Deficit) ( 4,555 ) (3,507 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - NAVA LEISURE USA, INC. (A Development Stage Company) Statements of Operations (Unaudited) From Inception On April 1, 1964 For the Nine Months Through Ended March 31, March 31, 1998 1997 1998 REVENUE $ - $ - $ - EXPENSES - - - OPERATING LOSS - - - LOSS ON DISCONTINUED OPERATIONS (4,455 ) - (30,700 ) NET LOSS $ (4,455) $ - $ (30,700 ) NET LOSS PER SHARE $ (0.00) $ (0.00 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 3,000,025 3,000,025 NAVA LEISURE USA, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Capital in During the Common Stock Excess of Development Shares Amount Par Value Stage Balance, April 1, 1965 - $ - $ - $ - Issuance of common stock for cash from inception on April 1, 1965 through June 30, 1993 at approximately $0.0036 per share 3,000,025 1,500 9,250 - Contribution of capital through payment of expenses by shareholder - - 500 - Net loss from inception on April 1, 1964 through June 30, 1993 - - - (13,110 ) Balance, June 30, 1993 3,000,025 1,500 9,750 (13,110 ) Contribution of capital through payment of expenses by shareholder - - 1,405 - Net loss for the year ended June 30, 1994 - - - (2,169 ) Balance, June 30, 1994 3,000,025 1,500 11,155 (15,279 ) Contribution of capital through payment of expenses by shareholder - - 2,027 - Net loss for the year ended June 30, 1995 - - - (1,602 ) Balance, June 30, 1995 3,000,025 $ 1,500 $13,182 $ (16,881 ) NAVA LEISURE USA, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) (Continued) Deficit Accumulated Capital in During the Common Stock Excess of Development Shares Amount Par Value Stage Balance, June 30, 1995 3,000,025 $ 1,500 $13,182 $ (16,881 ) Contribution of capital through payment of expenses by shareholder - - 653 - Net loss for the year ended June 30, 1996 - - - (1,554 ) Balance, June 30, 1996 3,000,025 1,500 13,835 (18,435 ) Contribution of capital through payment of expenses by shareholder - - 7,403 - Net loss for the year ended June 30, 1997 - - - (7,810 ) Balance, June 30, 1997 3,000,025 1,500 21,238 (26,245 ) Contribution of capital through payment of expenses by shareholder (unaudited) - - 3,407 - Net loss for the nine months ended March 31, 1998 (unaudited) - - - ( 4,455 ) Balance, March 31, 1998 (unaudited) 3,000,025 $ 1,500 $ 24,645 $ (30,700 ) NAVA LEISURE USA, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception On April 1, For the Nine Months 1964 Through Ended March 31, March 31, 1998 1997 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (4,455 )$ - $ (30,700 ) Adjustments to reconcile net loss to cash used by operating activities: Expenses paid by shareholder 3,407 - 15,395 Increase (decrease) in accounts payable 1,048 - 4,555 Net Cash Provided (Used) by Operating Activities - - (10,750 ) CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock - - 10,750 Net Cash Provided (Used) by Financing Activities - - 10,750 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - - CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - - - CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ - $ - NAVA LEISURE USA, INC. (A Development Stage Company) Statements of Cash Flows (Continued) (Unaudited) From Inception On April 1, For the Nine Months 1964 Through Ended March 31, March 31, 1998 1997 1998 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - NAVA LEISURE USA, INC. (A Development Stage Company) Notes to Unaudited Financial Statements NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 1998 and for all periods presented have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with general accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1997 audited consolidated financial statements (See the Company's 10-K of June 30, 1997). The results of operations for the periods ended March 31, 1998 and 1997 are not necessarily indicative of the operating results for the full year.