UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1996
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 0-28144
NUTRONICS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3859706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Hudson Point Lane, Ossining, New York 10562
(Address of principal executive offices)
Registrant's telephone no., including area code: (914) 941-2863
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 X No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of September 30, 1996
Common Stock, $.01 par value 8,629,170
<PAGE>
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . 1
Balance Sheets -- September 30, 1996 and
December 31, 1995. . . . . . . . . . . . . . 2
Statements of Operations -- three months and
nine months ended September 30, 1996 and 1995,
and from inception on May 6, 1953
through September 30, 1996 . . . . . . . . . 3
Statements of Stockholders' Equity (Deficit) . 4
Statements of Cash Flows -- three months and
nine months ended September 30, 1996 and 1995,
and from inception on May 6, 1953
through September 30, 1996 . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . 7
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . 10
Item 2. Changes In Securities. . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities. . . . . . . . 10
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . 10
Item 5. Other Information. . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . 11
-i-
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended September 30, 1996, have been prepared by Nutronics
International, Inc. (the "Company").
NUTRONICS INTERNATIONAL, INC.
FINANCIAL STATEMENTS
September 30, 1996 and December 31, 1995
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1996 1995
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
Total Current Liabilities - -
STOCKHOLDERS' EQUITY
Preferred stock: 10,000 shares
authorized of $100.00 par value,
-0- shares issued and outstanding - -
Common stock: 30,000,000 shares
authorized of $0.01 par value, 8,629,170
shares issued and outstanding 86,292 86,292
Additional paid-in capital (deficit) (82,816) (83,588)
Deficit accumulated during the
development stage from May 22, 1995 (3,476) (2,704)
Total Stockholders' Equity - -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception
on May 6,
For the Nine Months For the Three Months 1953 Through
Ended September 30, Ended September 30, September 30,
1996 1995 1996 1995 1996
REVENUES $ - $ - $ - $ - $ -
EXPENSES - - - - -
LOSS FROM
DISCONTINUED
OPERATIONS
(NOTE 4) 772 - 116 - 89,768
TOTAL EXPENSES 772 - 116 - 89,768
NET INCOME (LOSS) $(772) $ - $ (116) $ - $(89,768)
NET INCOME (LOSS)
PER SHARE $(0.00) $0.00 $(0.00) $0.00 $ (0.00)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Additional Accumulated
Paid-in During the
Preferred Stock Common Stock Capital Development
Shares Amount Shares Amount (Deficit) Stage
Inception, May 6, 1953 - $ - - $ - $ - $ -
Preferred stock issued
at $1.00 per share 10,000 1,000,000 - - (990,000) -
Common stock issued
at $0.01 per share - - 7,629,170 76,292 - -
Net loss from inception
on May 6, 1953 through
December 31, 1992 - - - - - (86,292)
Balance,
December 31, 1992 10,000 1,000,000 7,629,170 76,292 (990,000) (86,292)
Net loss for
the year ended
December 31, 1993 - - - - - -
Balance,
December 31, 1993 10,000 1,000,000 7,629,170 76,292 (990,000) (86,292)
Net loss for
the year ended
December 31, 1994 - - - - - -
Balance,
December 31, 1994 10,000 $1,000,000 7,629,170 $ 76,292 $(990,000) $(86,292)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
Deficit
Additional Accumulated
Paid-in During the
Preferred Stock Common Stock Capital Development
Shares Amount Shares Amount (Deficit) Stage
Balance,
December 31, 1994 10,000 $1,000,000 7,629,170 $ 76,292 $(990,000) $(86,292)
Preferred stock converted
to common stock at
$0.01 per share
(Note 4) (10,000) (1,000,000) 1,000,000 10,000 990,000 -
Quasi-reorganization
(Note 5) - - - - (86,292) 86,292
Expenses paid on the
Company's behalf
by a shareholder
(Note 6) - - - - 2,704 -
Net loss for
the year ended
December 31, 1995 - - - - - (2,704)
Balance,
December 31, 1995 - - 8,629,170 86,292 (83,588) (2,704)
Expenses paid on the
Company's behalf by
a shareholder (Note 6)
(Unaudited) - - - - 772 -
Net loss for the
nine months ended
September 30, 1996
(Unaudited) - - - - - (772)
Balance,
September 30, 1996
(Unaudited) - $ - 8,629,170 $ 86,292 $(82,816) $(3,476)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
on May 6,
For the Nine Months For the Three Months 1953 Through
Ended September 30, Ended September 30, September 30,
1996 1995 1996 1995 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from discontinued
operations $(772) $ - $ - $ - $(89,768)
Loss on disposition of assets - - - - 88,996
Net Cash Provided (Used)
by Operating Activities (772) - - - (772)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Additional capital
contributed 772 - - - 772
Net Cash Provided (Used)
by Financing Activities 772 - - - 772
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ - $ -
CASH PAID FOR
Interest $ - $ - $ - $ - $ -
Taxes $ - $ - $ - $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1996 and December 31, 1995
NOTE 1 - ORGANIZATION AND HISTORY
Nutronics International, Inc. (the Company) was
incorporated under the laws of the State of Delaware on May
6, 1953. The Company was organized to engage in various
oil and mining activities. The Company conducted limited
oil and mining activities until its operations ceased.
Over the course of years, the Company changed its name to
attract new ownership. Following a name change from Extra
Production Co., Inc. to SDE Robotics and Automation Corp.
on August 19, 1983, the Company entered into an Agreement
and Plan of Reorganization with Alpha Electronics Corp.
The Company exchanged 125,000 shares of its authorized, but
unissued common stock for all of the issued and outstanding
stock of Alpha Electronics Corp.
On August 10, 1984, the Company filed a Debtor's Petition
for Relief under Chapter 11. An Order to Proceed under
Chapter 7, reporting $1,390,000 of unsecured claims, was
subsequently filed on November 7, 1984.
On October 20, 1980, prior to entering into the Agreement
and Plan of Reorganization with the Company, Alpha
Electronics Corp. filed bankruptcy.
The Company is presently seeking new business opportunities
that hold a potential profit and is classified as a
development stage Company as defined in SFAS No. 7.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting.
b. Loss Per Share
The computation of loss per share of common stock is based
on the weighted average number of shares outstanding at the
date of the financial statements.
c. Provision For Taxes
At September 30, 1996, the Company had no material net
operating loss carryforwards and income tax expense due to
its inactivity.
d. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
f. Additional Accounting Policies
Additional accounting policies will be determined when
principal operations begin.
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements (Continued)
September 30, 1996 and December 31, 1995
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger
with an existing, operating company. Until that time,
shareholders of the Company have committed to meeting the
Company's operating expenses.
NOTE 4 - STOCK CONVERSION
At a special meeting of the board of directors of the
Company on May 22, 1995, it was resolved to convert 10,000
shares of the Company's issued and outstanding $100.00 par
value preferred stock to 1,000,000 shares of the Company's
$0.01 par value common stock.
NOTE 5 - QUASI - REORGANIZATION
On May 22, 1995, shareholders of the Company voted to
effect a quasi- reorganization, whereby, the accumulated
deficit of the Company was eliminated against the paid-in
capital of the Company.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company has received advances from a certain
shareholder in order to pay minimal operating expenses of
the Company. As of September 30, 1996 and December 31,
1995, $3,476 and $2,704, respectively, was contributed to
capital as a result of these advances.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Due to the Company's status as a development stage company, it
presently has no assets or capital and has had no operations or
revenues since approximately 1984. The Company's operating
expenses and the costs and expenses associated with the filing of
the Company's registration statement on Form 10-SB with the
Securities and Exchange Commission in 1996, have been paid for by
shareholders of the Company. It is anticipated that the Company
will require only nominal capital to maintain its corporate and
necessary funds will most likely be provided by the Company's
officers, directors and/or shareholders 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.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the remainder of 1996, the Company will actively seek
out and investigate possible business opportunities with the intent
to acquire or merge with one or more business ventures. In its
search for business opportunities, management will follow certain
procedures in order to identify and then negotiate with potential
viable merger and acquisition candidates. Because the Company
lacks funds, it may be necessary for its officers, directors and/or
shareholders 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 officers and directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will
strive to have its acquisition or merger partner 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 it 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.
PART II
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.
Item 2. Changes In Securities
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended September 30, 1996.
<PAGE>
SIGNATURES
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.
NUTRONICS INTERNATIONAL, INC.
Date: November 22, 1996 By /S/ Edward F. Cowle
(Signature)
Edward F. Cowle, President,
Chief Executive Officer and
Director
(Chief Financial Officer)
Date: November 22, 1996 By /S/ Robyn Mancini
(Signature)
Robyn Mancini, Secretary /
Treasurer and Director
(Principal Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE NUTRONICS INTERNATIONAL, INC.
FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 86,292
<OTHER-SE> (82,816)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (772)<F1>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (772)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
<FN>
<F1> AT A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF
THE COMPANY ON MAY 22, 1995, IT WAS RESOLVED TO
CONVERT 10,000 SHARES OF THE COMPANY'S ISSUED AND
OUTSTANDING $100.00 PAR VALUE PREFERRED STOCK TO
1,000,000 SHARES OF THE COMPANY'S $0.01 PAR VALUE
COMMON STOCK.
</FN>
</TABLE>
