UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Commission File Number 0-28144
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 no.: (914) 941-2863
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: Common
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. Yes No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
State the issuer's revenues for its most recent fiscal year.
$ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days. $-0- (Currently, there is no
active public trading market for the issuer's shares)
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 August 20, 1997
Common Stock, Par Value
$.001 per share 8,759,170
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes No
<PAGE>
NUTRONICS INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . 1
Item 2. Description of Property. . . . . . . . . . . 7
Item 3. Legal Proceedings. . . . . . . . . . . . . . 7
Item 4. Submission of Matter to a Vote of
Security Holders . . . . . . . . . . . . . . 7
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . 7
Item 6. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . 10
Item 7. Financial Statements . . . . . . . . . . . . 11
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . 21
PART III
Item 9. Directors, Executive Officers, Promoters and
Control persons; Compliance with Section 16(a)
of the Exchange Act. . . . . . . . . . . . . 21
Item 10. Executive Compensation . . . . . . . . . . . 23
Item 11. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . 23
Item 12. Certain Relationships and Related Transactions 24
PART IV
Item 13. Exhibits and Reports on Form 8-K . . . . . . 25
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 26
-i-
<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 initially engaged
in limited oil and mining operations and, from the time of its
inception, the Company has effected several name changes and been
engaged in several different businesses.
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 Item 3, "Legal
Proceedings". From 1984 to 1995, the Company was inactive with no
specific business purpose.
On May 22, 1995, the Company held a special meeting of
shareholders 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.
Presently 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 held May 22, 1995, the shareholders approved a
proposal to effect a quasi-reorganization resulting in the
elimination of the Company's prior accumulated deficit against
paid-in-capital. 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.
On April 3, 1996, the Company voluntarily filled with the
Securities and Exchange Commission (the "Commission") a
registration statement on Form 10-SB. Management believes that
being a reporting company under the Securities Exchange Act of
1934, as amended ("Exchange Act"), will make information concerning
itself more readily available to the public and provide a
prospective merger or acquisition candidate with additional
information about the Company.
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.
As of the date hereof, 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. Management has not identified specifically 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
become a public company. 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.
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 the Company currently has 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. Most likely, the owners of the business
opportunity which the Company acquires or mergers with will acquire
control of the Company following such transaction and present
management would probably resign. Present 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.
The Company 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
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
operations included herein in response to Item 7 of this
Form 10-KSB for a report of the Company's operating history for the
past two fiscal years.
Item 2. Description of Property
The Company does not own or control any material property.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1996.
PART II
Item 5. Market for Common Equity and Related Stockholder 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 has made an application to the NASD for the Company's
shares to be quoted on the OTC Bulletin Board. Presently, the
Company's shares are eligible to be traded on the OTC Bulletin
Board under the trading symbol "NUTI", although there is not a
current active trading market for the shares. Because no active
trading market exists, no historical price information for the
Company's shares is included. The Company does not anticipate its
shares to be traded in the public market until such time as a
merger or acquisition can be identified and consummated.
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 August 20, 1997 there were 251 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 two 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 two years ago.
Thus, all 8,759,170 shares are deemed to have been issued more
than two 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
one year, 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 two years would be entitled to sell such shares without
regard to the resale limitations of Rule 144.
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.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
this Form 10-KSB.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has recently issued
Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets," and SFAS No.
123, "Accounting for Stock Based Compensation." SFAS No. 121
requires that long-lived assets and certain identifiable
intangibles be reported at the lower of the carrying amount or
their estimated recoverable amount and the adoption of this
statement by the Company is not expected to have an impact on the
Company's financial statements. SFAS No. 123 encourages the
accounting for stock-based employee compensation programs to be
reported within the financial statements on a fair value based
method. If the fair value based method is not adopted, then the
statement requires pro-forma disclosure of net income and earnings
per share as if the fair value based method had been adopted. The
Company has not yet determined how SFAS No. 123 will be adopted nor
its impact on the Company's financial statements. Both statements
are effective for years beginning after December 15, 1995.
In February, 1997, the Financial Accounting Standards Board
issued SFAS No. 128, Earnings Per Share. The new standard
simplifies the methods for computing earnings per share and
requires the preparation of two new amounts, basic and diluted
earnings per share.
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. 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.
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 7. Financial Statements
The Company's financial statements as of and for the fiscal
years ended December 31, 1996 and 1995 have all been examined to
the extent indicated in their report 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. The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<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, 1996 and 1995, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December
31, 1996, 1995 and 1994 and from inception on May 6, 1953 through
December 31, 1996. 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, 1996 and 1995, and the results of its operations and
its cash flows for the years ended December 31, 1996, 1995 and 1994
and from inception on May 6, 1953 through December 31, 1996 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
May 18, 1997
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1996 1995
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 - -
Common stock: 30,000,000 shares authorized
of $0.01 par value, 8,759,170 and
8,759,170 shares issued and outstanding,
respectively 87,592 87,592
Additional paid-in capital (deficit) (76,351) (84,888)
Deficit accumulated during the
development stage from May 22, 1995 (11,241) (2,704)
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,
1996 1995 1994 1996
REVENUES $ - $ - $ - $ -
EXPENSES - - - -
LOSS FROM
DISCONTINUED
OPERATIONS 8,537 2,704 - 98,833
NET INCOME (LOSS) $(8,537) $ (2,704) $ - $ (98,833)
NET INCOME (LOSS)
PER SHARE OF
COMMON STOCK $ (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 - -
Prior period adjustment
(Note 7) - - 130,000 1,300 - (1,300)
Net loss from inception
on May 6, 1953 through
December 31, 1993 - - - - - (86,292)
Balance,
December 31, 1993 10,000 1,000,000 7,759,170 77,592 (990,000) (87,592)
Net loss for
the year ended
December 31, 1994 - - - - - -
Balance,
December 31, 1994 10,000 $1,000,000 7,759,170 $77,592 $(990,000) $ (87,592)
<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 7,759,170 $77,592 $(990,000) $ (87,592)
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) - - - - (87,592) 87,592
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 - - 8,759,170 87,592 (84,888) (2,704)
Expenses paid on the
Company's behalf by
a shareholder - - - - 8,537 -
Net loss for the year
ended December 31,
1996 - - - - - (8,537)
Balance,
December 31, 1996 - $ - 8,759,170 $87,592 $ (76,351) $ (11,241)
<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,
1996 1995 1994 1996
Cash Flows From Operating Activities
Loss from operations $ (8,537) $ (2,704) $ - $ (98,833)
Loss on discontinued operations 8,537 2,704 - 98,833
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, 1996 and 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 December 31, 1996, the Company has net operating loss
carryforwards of approximately $98,833 that may be offset
against future taxable income through 2011. No tax benefit
has been reported in the financial statements, because the
Company believes there is a 50% or greater chance that the
carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforward are offset
by a valuation account of the same account.
d. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements (Continued)
December 31, 1996 and 1995
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
f. Additional Accounting Policies
Additional accounting policies will be determined when
principal operations begin.
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, 1996 and 1995, $11,241 and
$2,704 respectively, was contributed to capital as a result
of these advances.
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements (Continued)
December 31, 1996 and 1995
NOTE 7 - PRIOR PERIOD ADJUSTMENT
The statements of stockholders' equity have been restated
to reflect an additional 130,000 shares of common stock.
The shares have been recorded at a value of $0.01 per share
and reflected as an increase in the common stock amount and
the deficit accumulated during the development stage of
$1,300. (The $1,300 is reflected as an increase in the
additional paid-in capital (deficit) pursuant to the quasi
reorganization in 1995.) The Company's transfer agent
discovered an error in the shares outstanding subsequent to
the audit of the Company's December 31, 1995 financial
statements.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
This Item is not Applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act
The directors and executive officers of the Company and their
respective ages are as follows:
Name Age Position
Edward F. Cowle 41 President, Chief Executive
Officer and Director
Robyn Mancini 46 Secretary / Treasurer
and Director
Joseph Mancini 57 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, two of the
Company's directors, Robyn Mancini and Joseph Mancini, are also
directors of Consolidated Travel Systems, Inc., a Delaware
corporation that is considered a public shell which is actively
pursuing acquisitions or mergers.
<PAGE>
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 the Company's
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. Mr. Cowle is also a director of Piazztec
International, Inc., a publicly held company engaged in the
production of "created" stone products.
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 also a director of Consolidated Travel Systems,
Inc., a publicly held company. 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 also a
director of Consolidated Travel Systems, Inc., a publicly held
company. Mr. Mancini is the husband of the Company's Secretary,
Robyn Mancini.
Item 10. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors, nor has the Company paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1996 and 1995. Further, the Company has not
entered into employment agreements 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 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best
knowledge of the Company as of August 20, 1997, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director and all
directors and officers as a group.
<PAGE>
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 3,075,000 35.1%
56 West 400 South, Suite 220
Salt Lake City, Utah 84101
All directors and executive 3,314,000(3) 37.8%
officers as a group
(3 persons in group)
* Director and/or executive officer
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 8,759,170 shares of common stock outstanding on
August 20, 1997.
(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) 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 12. 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.
PART V
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit Name
*2 (i) Certificate of Incorporation and all amendments
pertaining thereto
*2 (ii) By-Laws
*4 Specimen Stock Certificate
* Previously filed as Exhibit to Form 10-SB.
(b) The Company did not file any reports on Form 8-K for the
three month period ended December 31, 1996.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NUTRONICS INTERNATIONAL, INC.
Dated: August 27, 1997 BY: /S/ Edward F. Cowle
(Signatue)
Edward F. Cowle, President
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Dated: August 27, 1997 By /S/ Edward F. Cowle
(Signature)
Edward F. Cowle, President,
Chief Executive Officer and
Director
(Chief Financial Officer)
Dated: August 27, 1997 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 DECEMBER 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<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> 87,592
<OTHER-SE> (76,351)
<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> (8,537)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,537)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
