MARKED TO SHOW CHANGES
As filed with the Securities and Exchange Commission on
November 13, 1996
Registration No. 0-28144
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM 10-SB / A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
NUTRONICS INTERNATIONAL, INC.
(Name of Small Business Issuer 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) (Zip Code)
Issuer's telephone number: (914) 941-2863
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
FORM 10-SB
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business. . 3
Item 2. Management's Discussion and Analysis or Plan of Operation. . . 9
Item 3. Description of Property. . 10
Item 4. Security Ownership of Certain Beneficial Owners and Management 11
Item 5. Directors, Executive Officers, Promoters and Control Persons . 12
Item 6. Executive Compensation . . 14
Item 7. Certain Relationships and Related Transactions.. . . . . 14
Item 8. Description of Securities. 15
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters . . 15
Item 2. Legal Proceedings. . . 18
Item 3. Changes in and Disagreements with Accountants. . . . . . 18
Item 4. Recent Sales of Unregistered Securities. . . . . . . . . 18
Item 5. Indemnification of Directors and Officers. . . . . . . . 18
PART F/S
Financial Statements . 19
PART III
Item 1. Index to Exhibits. . . 36
Item 2. Description of Exhibits. . 37
<PAGE>
PART I
Item 1. Description of Business
Business Development
Nutronics International Inc. (the "Company") was organized on
May 6, 1953 under the laws of the State of Delaware as United
Production Co., Inc., having the stated purpose of engaging in
various oil and mining activities. The Company engaged in limited
oil and mining operations and, from the time of its inception, the
Company has underwent several name changes and business changes.
On January 13, 1982, the Company changed its name to Extra
Production, Inc. There is no record of any business operations
during the period the Company was known as Extra Production, Inc.
On November 29, 1982, the Company's name was changed to Penny Stock
News, Inc. in anticipation of the acquisition of a financial
newspaper based in Baltimore, Maryland. The Company's name was
again changed to OTC Stock Journal, Inc. on January 31, 1983 in
anticipation of the acquisition of another financial newspaper.
There is no record that either acquisition was completed or that
any business operations were conducted during the period the
Company was known as either Penny Stock News, Inc. or OTC Stock
Journal, Inc. On March 14, 1983 the Company changed its name back
to Extra Production, Inc. and remained inactive.
On August 19, 1983, the Company changed its name to SDE
Robotics & Automation Corp. reflecting the proposed acquisition of
a robotics company located in Detroit, Michigan that sold robotics
parts to automobile manufacturers. Again there is no evidence of
any operations or that the acquisition was finalized. Also in
1983, the Company acquired a surveying company named Alpha
Electronics located in Littleton, Colorado and on April 16, 1984,
the Company changed its name to Nutronics International, Inc.
For a brief period the Company sold laser-based surveying
instruments until it filed for a Debtor's Petition for Relief under
Chapter 11 of the United States Bankruptcy Code in November 1984.
An order to proceed under Chapter 7 of the Bankruptcy Code was
subsequently filed on November 7, 1984. See Part II, Item 2,
"Legal Proceedings".
The Company has remained inactive since 1984 until just
recently. On May 22, 1995, a special meeting of shareholders was
held for the purpose of electing three new directors to assume
control of the Company. Following their election, the new
directors determined that the Company should become active in
seeking potential operating businesses and business opportunities
with the intent to acquire or merge with such businesses. The
Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage
company and, due to its status as a "shell" corporation, its
principal purpose is to locate and consummate a merger or
acquisition with a private entity. Also at the special meeting
of shareholders, the shareholders approved a proposal to effect a
quasi-reorganization of the Company. As a result of the quasi-
reorganization, the Company's prior accumulated deficit would be
eliminated against paid-in-capital of the Company. Because of the
Company's current status having no assets and no recent operating
history, in the event the Company does successfully acquire or
merge with an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial dilution
and there will be a probable change in control of the Company.
The Company is voluntarily filling its registration statement on
Form 10-SB in order to make information concerning itself more
readily available to the public. Management believes that being a
reporting company under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. In addition, management believes that this could possibly
make the Company more attractive to an operating business
opportunity as a potential merger or acquisition candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
its periodic reports under the Exchange Act in the event its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from at least the period of inception.
This could limit the Company's potential target business
opportunities due to the fact that many private business
opportunities either do not have audited financial statements or
are unable to produce audited statements without undo time and
expense.
The Company's principal executive offices are located at 51
Hudson Point Lane, Ossining New York, 10562, and its telephone
number is (914) 941-2863.
Business of Issuer
The Company has no recent operating history and no
representation is made, nor is any intended, that the Company will
be able to carry on future business activities successfully.
Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to
the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for
potential business opportunities including its officers and
directors, consultants, special advisors, securities broker-
dealers, venture capitalists, members of the financial community
and others who may present management with unsolicited proposals.
Because of the Company's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business
acquisitions and reorganizations. Rather, the Company will most
likely have to rely on outside sources, not otherwise associated
with the Company, that will accept their compensation only after
the Company has finalized a successful acquisition or merger.
To date, the Company has not engaged or entered into any
discussion, agreement or understanding with a particular consultant
regarding the Company's search for business opportunities, nor is
management presently in a position to identify any future
prospective consultants for the Company.
The Company does not intend to restrict its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Company's current status having no assets
and no recent operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company. Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
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. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation. 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. Management will attempt to acquire
funds on the best available terms for the Company. However, 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 reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S under
the Securities Act of 1933 to raise any funds prior to consummation
of a merger or acquisition. Although not presently anticipated,
there is a remote possibility that the Company could sell
securities to its management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliates possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management or affiliates have an ownership interest. Any possible
related party transaction of this type would have to be ratified by
a disinterested Board of Directors and by the shareholders.
Management does not anticipate that the Company will acquire or
merge with any related entity. Further, as of the date hereof,
none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
However, under Delaware law, certain actions that would routinely
be taken at a meeting of shareholders, may be taken by written
consent of shareholders having not less than the minimum number of
votes that would be necessary to authorize or take the action at a
meeting of shareholders. Thus, if shareholders holding a majority
of the Company's outstanding shares decide by written consent to
consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue. The Board of
Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best
interest of the Company to do so. Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a
shareholders' meeting, the Company will provide to its shareholders
complete disclosure documentation concerning a potential target
business opportunity including the appropriate audited financial
statements of the target. This information will be disseminated by
proxy statement in the event a shareholders' meeting is held, or by
subsequent report to the shareholders if the action is taken by
written consent.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the personal residence of its Secretary located in
Ossining, New York. Although the Company has no written
agreement and pays no rent for the use of this facility, it
is contemplated that at such future time as the Company
acquires or merges with an operating business, the Company will
secure commercial office space from which it will conduct its
business. However, until such time as the Company completes an
acquisition or merger, the type of business in which the Company
will be engaged and the type of office facilities that will be
required is unknown. The Company has no current plans to
secure such commercial office space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-SB
for a report of the Company's operating history for the past two
fiscal years.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with no
assets or capital and with no operations or income since
approximately 1984. The costs and expenses associated with the
preparation and filing of this registration statement have been
paid for by shareholders of the Company. 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 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.
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 next 12 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. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. 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 defer 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 3. Description of Property
The information required by this Item 3 is not applicable to
this Form 10-SB due to the fact that the Company does not own or
control any material property.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best
knowledge of the Company as of September 10, 1996, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Edward F. Cowle 814,000 9.3%
201 East 87th Street, Suite 6C
New York, NY 10128
Gold Hill Mines(2) 2,450,000 28.0%
56 West 400 South, Suite 220
Salt Lake City, Utah 84101
Robyn Mancini 50,000 .6%
51 Hudson Point Lane
Ossining, New York 10562
H. DeWorth Williams 1,000,000 11.4%
56 West 400 South, Suite 220
Salt Lake City, Utah 84101
Hearken Investments, Ltd(3) 1,025,000 11.7%
P.O. Box 1790, Grand Cayman
Cayman Islands, British West Indies
Manatee Investments Ltd.(4) 1,000,000 11.4%
P.O. Box 1790, Grand Cayman
Cayman Islands, British West Indies
All directors and executive 3,314,000(6) 37.8%
officers as a group
(3 persons in group)
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting and sole investment power over the shares
indicated above.
(1) Based upon 8759,170 shares of common stock
outstanding on September 10, 1996.
(2) Gold Hill Mines is a privately held Idaho corporation
which holds certain mineral leases and also maintains stock
positions in various companies. Edward F. Cowle,
President of the Company, owns 55% of Gold Hill Mines and has
voting and investment control of that entity. Mr. H.
DeWorth Williams is a minority shareholder of Gold Hill
Mines.
(3) Hearken Investments, Ltd is a British West Indies entity
which operates as an investment holding company over
which H. DeWorth Williams holds voting and investment control.
(4) Manatee Investments Ltd. is a British West Indies entity
which operates as an investment holding company to which John
Law is Trustee.
(5) Includes 2,450,000 shares of the Company's common stock held
by Gold Hill Mines. Edward F. Cowle, President of the Company
owns 55% of Gold Hill Mines and has voting and investment
control of that entity.
Item 5. Directors, Executive Officers, Promoters and Control
Persons
The directors and executive officers of the Company and their
respective ages are as follows:
Name Age Position
Edward F. Cowle 39 President, Chief Executive Officer
and Director
Robyn Mancini 45 Secretary / Treasurer and Director
Joseph Mancini 56 Director
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. As of the date hereof, no director has
accrued any expenses or compensation. Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors. The Company
does not have any standing committees.
Each of the Company's directors was also a director
of CEEE Group Corporation, a public "shell" Colorado corporation
("CEEE"). On July 16, 1996, CEEE entered into an Exchange of
Stock Agreement and Plan of Reorganization (the "Stock Exchange
Agreement") with Atlantic International Capital Ltd., a Delaware
corporation ("Atlantic") and the shareholders of Atlantic. In
connection with the Stock Exchange Agreement, the Company acquired
all of the issued and outstanding shares of Atlantic and the former
shareholders of Atlantic were issued a controlling interest in the
shares of CEEE's common stock. In connection with the transaction,
each of the Company's directors resigned as directors of CEEE and
are no longer affiliated with CEEE. Presently, none of the
Company's directors are directors of any other "shell" companies
that are actively pursuing acquisitions or mergers.
No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.
All of the Company's present directors have other full-
time employment and will routinely devote only such time to the
Company necessary to maintain its viability. The directors will,
when the situation requires, review potential business
opportunities or actively participate in negotiations for a
potential merger or acquisition on an as-needed-basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
In connection with the preparation and filing of this
registration statement, one of the Company's shareholders, H.
DeWorth Williams, paid for certain legal and professional fees
related to the registration statement. Although, as of the date
hereof there is no agreement or arrangement for Mr. Williams to
provide additional funds, the Company is not precluded from
approaching Mr. Williams or any other shareholder and requesting
additional financial assistance. Because such additional funding
is only speculative at this time, the Company has not developed any
criteria or plans related to this funding.
The business experience of each of the persons listed above
during the past five years is as follows:
Edward F. Cowle has been President and a director of the Company
since May 1995. From 1994 to the present, Mr. Cowle has been an
independent financial consultant to various private and public
companies. From 1992 to 1994, Mr. Cowle was a Senior Vice
President of Investments for Paine Webber, and from 1991 to 1992,
he worked as a stockbroker for Bear Stearns. Mr. Cowle served as
President of Spartan Funding Company, from 1989 to 1992. Spartan
Funding Company was a publicly held company engaged in the business
of supporting medical research. Prior to 1989, Mr. Cowle worked as
an independent financial consultant for several years.
Mr. Cowle holds a B.S. Degree in American Studies and English from
Fairleigh Dickinson University and also attended the Vermont Law
School for one year.
Robyn Mancini has been Secretary and a director of the Company
since May 1995. Since 1992, Ms. Mancini has been the President of
NutriTech, Inc., a privately held research and development company
involved in funding certain micronutrient cancer research. From
1989 to 1992, Ms. Mancini was an arts reporter and anchor for WPFW
radio in Washington, D.C. For many years Ms. Mancini has been a
freelance journalist for various magazines and other publications
and has also been an independent writer/producer of films and
videos. Since 1993, Ms. Mancini has served as a director of the
Utah Film & Video Center, a private entity involved in fund raising
and programming, and since 1994, she has been a film critic for The
Event, a weekly publication in Utah. Ms. Mancini earned a B.S.
Degree in Philosophy from the University of Utah in 1975. Ms.
Mancini is the wife of Joseph Mancini, a director of the Company.
Joseph Mancini has been a director of the Company since
October 1995 and has been a New York newsman for more than 30 years
working as a reporter, freelance writer, editor and critic. He has
also worked for various newspapers, magazines and television
stations. From 1989 to the present, Mr. Mancini has been an in-
house consultant for Sheehan Communications, a full-service public
relations firm. He holds a B.A. Degree in Liberal Arts and
Communication Arts from Fordham University. Mr. Mancini is the
husband of the Company's Secretary, Robyn Mancini.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1995 and 1994. Further, the Company has not
entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. As of
the date hereof, no person has accrued any compensation
Item 7. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family,
except as set forth below.
On May, 22, 1995, the Company's Board of Directors resolved to
convert 10,000 shares of the Company's $100 par value preferred
stock owned by H. DeWorth Williams, into 1,000,000 shares of the
Company's $.01 par value common stock. The 10,000 shares of
preferred stock represented the only shares of preferred stock
issued by the Company and, as a result of the conversion, no shares
of preferred stock are currently outstanding.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 30,000,000 shares of common
stock, par value $.01 per share, of which 8,629,170 shares are
issued and outstanding as of the date hereof. All shares of common
stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock
entitles the holder thereof to (i) one non-cumulative vote for each
share held of record on all matters submitted to a vote of the
stockholders; (ii) to participate equally and to receive any and
all such dividends as may be declared by the Board of Directors out
of funds legally available therefor; and (iii) to participate pro
rata in any distribution of assets available for distribution upon
liquidation of the Company. Stockholders of the Company have no
pre-emptive rights to acquire additional shares of common stock or
any other securities. The common stock is not subject to
redemption and carries no subscription or conversion rights. All
outstanding shares of common stock are fully paid and non-
assessable.
Preferred Stock
The Company is authorized to issue 10,000 shares of preferred
stock, par value $100 per share, none of which are presently issued
and outstanding as of the date hereof. As set forth in the
Company's Articles of Incorporation, share of preferred stock shall
be cumulative with a dividend of $9.00 per share, and each share
shall be convertible into 100 shares of common stock. Accrued but
unpaid dividends will likewise be convertible into common stock at
the rate of one share of common stock for each $1.00 of accrued and
unpaid dividend. In 1995, a single shareholder holding 10,000
shares of preferred stock converted the 10,000 preferred shares
into 1,000,000 shares of the Company's common stock. As of the
date hereof, no shares of the Company's preferred shares are issued
and outstanding.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters
No shares of the Company's common stock have previously been
registered with the Securities and Exchange Commission (the
"Commission") or any state securities agency or authority. The
Company intends to make an application to the NARD for the
Company's shares to be quoted on the OTC Bulletin Board.
The Company's application to the NARD will consist of current
corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price
quotations for the Company's shares to be published by such
service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported
trades in the public market in recent years. Although the
Company intends to submit its application to the OTC Bulletin Board
contemporaneously with the filing of this registration statement,
the Company does not intend to anticipate its shares to be traded in
the public market until such time as a merger or acquisition can be
consummated. Also, secondary trading of the Company's shares may be subject
to certain state imposed restrictions regarding shares of shell companies.
Except for the application to the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person concerning the
development of a trading market in any of the Company's securities. The
Company's common stock last traded in a public market in approximately 1984.
If and when the Company's common stock is traded in the over-
the-counter market, the ability of an individual shareholder to
trade their shares in a particular state may be subject to various
rules and regulations of that state. A number of states require
that an issuer's securities be registered in their state or
appropriately exempted from registration before the securities are
permitted to trade in that state. Also, some states may prohibit
the sale of the securities of "shell" companies within their
states. Presently, the Company has no plans to register its
securities is any particular state. Further, most likely the
Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The Nasdaq Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of November 12, 1996 there were 240 holders of
record of the Company's common stock. There are no reported bid or
asked prices for the Company's shares.
As of the date hereof, the Company has issued and outstanding
8,759,170 shares of common stock. Of this total,
7,759,170 shares were issued in transactions more than three
years ago. The remaining 1,000,000 shares were issued in May 1995
upon the conversion of 10,000 shares of the Company's preferred
stock and therefore, are deemed to have a holding period commencing
at the time the preferred shares were issued which was more than
three years ago. Thus, all 8,759,170 shares are deemed to
have been issued more than three years ago and may be sold or
otherwise transferred without restriction pursuant to the terms of
Rule 144 ("Rule 144") of the Securities Act of 1933, as amended
(the "Act"), unless held by an affiliate or controlling shareholder
of the Company. Of these shares, the Company has identified
6,339,000 shares as being held by affiliates of the Company. The
remaining 2,420,170 shares are deemed free from
restrictions and may be sold and/or transferred without further
registration under the Act.
The 6,339,000 shares presently held by affiliates or
controlling shareholders of the Company may be sold pursuant to
Rule 144, subject to the volume and other limitations set forth
under Rule 144. In general, under Rule 144 as currently in effect,
a person (or persons whose shares are aggregated) who has
beneficially owned restricted shares of the Company for at least
two years, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined
under the Act), is entitled to sell, within any three-month period,
an amount of shares that does not exceed the greater of (i) the
average weekly trading volume in the Company's common stock during
the four calendar weeks preceding such sale or (ii) 1% of the
shares then outstanding. A person who is not deemed to be an
"affiliate" of the Company and who has held restricted shares for
at least three years would be entitled to sell such shares without
regard to the resale limitations of Rule 144.
<PAGE>
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings, if any, to finance its operations.
Item 2. Legal Proceedings
Except as set forth below, the Company is currently not a
party to any material pending legal proceedings and no such action
by, or to the best of its knowledge, against the Company has
been threatened. On August 10, 1984, the Company filed a Debtor's
Petition for Relief under Chapter 11 of the United States
Bankruptcy Code. An Order to Proceed under Chapter 7 of the
Bankruptcy Code, reporting $1,390,000 of unsecured claims, was
subsequently filed on November 7, 1984. The Company was inactive
from 1984 to 1995.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
On May 22, 1995, the Company issued 1,000,000 shares of common
stock to H. DeWorth Williams upon the conversion by him of 10,000
shares of the Company's preferred stock. For this transaction, the
Company relied on the exemption from registration provided by
Section 3(a)(9) of the Securities Act of 1933, as amended. All
other issuances of securities by the Company were made more than
three years ago.
Item 5. Indemnification of Directors and Officers
As permitted by the provisions of the General Corporation Law
of the State of Delaware (the "Delaware Code"), the Company has the
power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation if such officer or director acted in good faith and in
a manner reasonably believed to be in or not opposed to the best
interest of the Company. Any such person may be indemnified
against expenses, including attorneys' fees, judgments, fines and
settlements to the extent they have been successful on the merits
or otherwise in defense of any action, suit or proceeding.
Further, the Delaware Code permits a corporation to purchase and
maintain liability insurance on behalf of its officers, directors,
employees and agents. Neither the Company's Articles of
Incorporation nor By-Laws makes provisions for the indemnification
of the Company's officers and directors nor for the purchase of
liability insurance on behalf of its officers, directors, employees
and agents. The Company does not maintain any such liability
insurance.
Transfer Agent
The Company has designated Interstate Transfer Company, 56
West 400 South, Suite 260, Salt Lake City, Utah 84101, as its
transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended
December 31, 1995, 1994 and 1993, have been examined to the extent
indicated in their reports by Jones, Jensen & Company, independent
certified accountants, and have been prepared in accordance with
generally accepted accounting principles and pursuant to Regulation
S-B as promulgated by the Securities and Exchange Commission and
are included herein in response to Part F/S of this Form 10-SB.
The financial statements for the six months ended June 30, 1996
have been prepared by the Company.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nutronics International, Inc.
(A Development Stage Company)
New York, New York
We have audited the accompanying balance sheets of Nutronics
International, Inc. (a development stage company) as of December
31, 1995 and 1994, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December
31, 1995, 1994 and 1993 and from inception on May 6, 1953 through
December 31, 1995. 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
audits.
We conducted our audits 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 audits
provide 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
Nutronics International, Inc. (a development stage company) as of
December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years ended December 31, 1995, 1994 and 1993
and from inception on May 6, 1953 through December 31, 1995 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company is a development
stage company with no significant operating results to date.
Unless the Company is able to obtain significant outside financing,
there is substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
January 15, 1996
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1995 1994
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- and 10,000 shares issued and
outstanding, respectively - 1,000,000
Common stock: 30,000,000 shares
authorized of $0.01 par value, 8,629,170
and 7,629,170 shares issued and
outstanding, respectively 86,292 76,292
Additional paid-in capital (deficit) (83,588) (990,000)
Deficit accumulated during the
development stage from May 22, 1995 (2,704) (86,292)
Total Stockholders' Equity - -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
From Inception
on May 6,
1953 Through
For the Years Ended December 31, December 31,
1995 1994 1993 1995
REVENUES $ - $ - $ - $ -
EXPENSES - - - -
LOSS FROM
DISCONTINUED
OPERATIONS 2,704 - - 88,996
NET INCOME (LOSS) $(2,704) $ - $ - $(88,996)
NET INCOME (LOSS)
PER SHARE OF
COMMON STOCK $ (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)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
From Inception
on May 6,
1953 Through
For the Years Ended December 31, December 31,
1995 1994 1993 1995
Cash Flows From Operating
Activities
Loss from operations $(2,704) $ - $ - $ (88,996)
Loss on discontinued
operations 2,704 - - 88,996
Net Cash Used by
Operating Activities - - - -
Cash Flows From Investing
Activities - - - -
Cash Flows From Financing
Activities - - - -
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 $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
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 December 31, 1995, 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)
December 31, 1995 and 1994
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 December 31, 1995 and 1994, $2,704 and
$-0-, respectively, was contributed to capital as a result
of these advances.
<PAGE>
INDEPENDENT AUDITORS' REPORT
July 2, 1996
The Board of Directors
Nutronics International, Inc.
(A Development Stage Company)
New York, New York
The accompanying balance sheet as of June 30, 1996, and the related
statements of operations, stockholders' equity, and cash flows for
the periods ended June 30, 1996 and 1995 and from inception on May
6, 1953 through June 30, 1996 were not audited by us and,
accordingly, we do not express an opinion on them.
The accompanying balance sheet as of December 31, 1995 was audited
by us and we expressed an unqualified opinion on it in our report
dated January 15, 1996.
Jones, Jensen & Company
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
June 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) (82,932 (83,588)
Deficit accumulated during the
development stage from May 22, 1995 (3,360) (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 Six Months For the Three Months 1953 Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
REVENUES $ - $ - $ - $ - $ -
EXPENSES - - - - -
LOSS FROM
DISCONTINUED
OPERATIONS
(NOTE 4) 656 - - - 89,652
TOTAL EXPENSES 656 - - - 89,652
NET INCOME (LOSS) $ (656) $ - $ - $ - $ (89,652)
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) - - - - 656 -
Net loss for the
six months ended
June 30, 1996
(Unaudited) - - - - - (656)
Balance, June 30, 1996
(Unaudited) - $ - 8,629,170 $ 86,292 $(82,932) $(3,360)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
on May 6,
For the Six Months For the Three Months 1953 Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from discontinued
operations $ (656) $ - $ - $ - $ (89,652)
Loss on disposition
of assets - - - - 88,996
Net Cash Provided
(Used) by Operating
Activities (656) - - - (656)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Additional capital
contributed 656 - - - 656
Net Cash Provided
(Used) by Financing
Activities 656 - - - 656
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
June 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 June 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)
June 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 June 30, 1996 and December 31, 1995,
$3,360 and $2,704, respectively, was contributed to capital
as a result of these advances.
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
* 2(i) Certificate of Incorporation and all amendments
pertaining thereto
* 2(ii) By-Laws
* 4 Specimen Stock Certificate
* Previously filed
Item 2. Description of Exhibits
See Item 1 above.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NUTRONICS INTERNATIONAL, INC.
(Registrant)
By: /s/ Edward F. Cowle
(Signature)
Date: November 13, 1996 EDWARD F. COWLE, President
<PAGE>
