UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-28144
NUTRONICS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3859706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Hudson Point Lane, Ossining, New York 10562
(Address of principal executive offices)
Registrant's telephone no., including area code: (914) 941-2863
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of September 30, 1997
Common Stock, $.01 par value 8,759,170
<PAGE>
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . 1
Balance Sheets -- September 30, 1997 and
December 31, 1996. . . . . . . . . . . . . . 2
Statements of Operations -- three and nine
months ended September 30, 1997 and 1996
and from inception on May 6, 1953 through
September 30, 1997 . . . . . . . . . . . . . 3
Statements of Stockholders' Equity . . . . . . 4
Statements of Cash Flows -- three and nine
months ended September 30, 1997 and 1996
and from inception on May 6, 1953 through
September 30, 1997 . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . 7
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . 10
Item 2. Changes In Securities. . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities. . . . . . . . 11
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . 11
Item 5. Other Information. . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . 12
-i-
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended September 30, 1997, have been prepared by Nutronics
International, Inc. (the "Company").
NUTRONICS INTERNATIONAL, INC.
FINANCIAL STATEMENTS
September 30, 1997 and December 31, 1996
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1997 1996
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,791 $ -
Total Current Liabilities 2,791 -
STOCKHOLDERS' EQUITY (DEFICIT)
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, 8,759,170 shares issued
and outstanding 87,592 87,592
Additional paid-in capital (deficit) (75,268) (76,351)
Deficit accumulated during the development
stage from May 22, 1995 (15,115) (11,241)
Total Stockholders' Equity (Deficit) (2,791) -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception
on May 6,
For the Three Months For the Nine Months 1953 Through
Ended September 30, Ended September 30, September 30,
1997 1996 1997 1996 1997
REVENUES $ - $ - $ - $ - $ -
EXPENSES - - - - -
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 4)
291 7,500 3,874 8,53 102,707
NET INCOME (LOSS) $ (291) $ (7,500) $ (3,874) $ (8,537) $(102,707)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,759,170 8,759,170 8,759,170 8,759,170
NET INCOME (LOSS) PER
SHARE $ (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 - - 7,759,170 77,592 - -
Net loss from inception
on May 6, 1953 through
December 31, 1993 - - - - - (87,592)
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, 1996 - - - - - (2,704)
Balance,
December 31, 1996 - - 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)
Expenses paid on the
Company's behalf by
a shareholder
(unaudited) - - - - 1,083 -
Net loss for the nine
months ended September
30, 1997 (unaudited) - - - - - (3,874)
Balance,
September 30, 1997
(Unaudited) - $ - 8,759,170 $ 87,592 $(75,268) $ (15,115)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
on May 6,
For the Three Months For the Nine Months 1953 Through
Ended September 30, Ended September 30, September 30,
1997 1996 1997 1996 1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from discontinued
operations $ (291) $ (7,500) $ (3,874) $ (8,537) $ (102,707)
Loss on disposition of assets - - - - 87,592
Increase in accounts payable 291 - 2,791 - 2,791
Net Cash Provided (Used) by
Operating Activities - (7,500) (1,083) (8,537) (12,324)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Additional capital contributed - 7,500 1,083 8,537 12,324
Net Cash Provided (Used) by
Financing Activities - 7,500 1,083 8,537 12,324
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - - - -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ - $ -
CASH PAID FOR
Interest $ - $ - $ - $ - $ -
Taxes $ - $ - $ - $ - $ -
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
(Unaudited)
NOTE 1 - ORGANIZATION AND HISTORY
Nutronics International, Inc. (the Company) was incorporated
under the laws of the State of Delaware on May 6, 1953. The
Company was organized to engage in various oil and mining
activities. The Company conducted limited oil and mining
activities until its operations ceased.
Over the course of years, the Company changed its name to attract
new ownership. Following a name change from Extra Production Co.,
Inc. to SDE Robotics and Automation Corp. on August 19, 1983, the
Company entered into an Agreement and Plan of Reorganization with
Alpha Electronics Corp. The Company exchanged 125,000 shares of
its authorized, but unissued common stock for all of the issued
and outstanding stock of Alpha Electronics Corp.
On August 10, 1984, the Company filed a Debtor's Petition for
Relief under Chapter 11. An Order to Proceed under Chapter 7,
reporting $1,390,000 of unsecured claims, was subsequently filed
on November 7, 1984.
On October 20, 1980, prior to entering into the Agreement and
Plan of Reorganization with the Company, Alpha Electronics Corp.
filed bankruptcy.
The Company is presently seeking new business opportunities that
hold a potential profit and is classified as a development stage
Company as defined in SFAS No. 7.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
b. Loss Per Share
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding at the date of the
financial statements.
c. Provision For Taxes
At September 30, 1997, the Company has net operating loss
carryforwards of approximately $100,000 that may be offset
against future taxable income through 2012. 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
September 30, 1997 and December 31, 1996
(Unaudited)
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.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of
the adjustments which, in the opinion of management, are
necessary for a fair presentation. Such adjustments are of a
normal, recurring nature.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with
an existing, operating company. Until that time, shareholders of
the Company have committed to meeting the Company's operating
expenses.
NOTE 4 - STOCK CONVERSION
At a special meeting of the board of directors of the Company on
May 22, 1995, it was resolved to convert 10,000 shares of the
Company's issued and outstanding $100.00 par value preferred
stock to 1,000,000 shares of the Company's $0.01 par value common
stock.
NOTE 5 - QUASI - REORGANIZATION
On May 22, 1995, shareholders of the Company voted to effect a
quasi- reorganization, whereby, the accumulated deficit of the
Company was eliminated against the paid-in capital of the
Company.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company has received advances from a certain shareholder in
order to pay minimal operating expenses of the Company. As of
September 30, 1997 and December 31, 1996, $1,083 and $8,537,
respectively, was contributed to capital as a result of these
advances.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
As of September 30, 1997, the Company remains a development
stage company with no assets or capital and no operations or
revenues since approximately 1984. The Company's operating
expenses have been paid for by shareholders of the Company. It is
anticipated that the Company will require only nominal capital to
maintain its corporate viability and necessary funds will most
likely be provided by the Company's officers, directors and/or
shareholders in the immediate future. However, unless the Company
is able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there
is substantial doubt about its ability to continue as a going
concern.
For the three and nine month periods ended September 30, 1997
and 1996, the Company had no revenues and no expenses. The Company
did report a loss from discontinued operations of $291 and $7,500
for the three months ended September 30, 1997 and 1996,
respectively, and $3,874 and $8,537 for the nine months ended
September 30, 1997 and 1996, respectively. As a result of the
reported loss from discontinued operations, the Company had a net
loss of $291 and $7,500 for the three months ended September 30,
1997 and 1996, respectively, and a net loss of $3,874 and $8,537
for the nine months ended September 30, 1997 and 1996,
respectively. As of September 30, 1997, the Company had no assets
and $2,791 in liabilities.
In the opinion of management, inflation 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
The Company continues to seek out and investigate possible
business opportunities with the stated intent to acquire or merge
with one or more business ventures. However, there can be no
assurance that the Company will be successful in its endeavors.
In its search for business opportunities, management will follow
certain criteria in order to identify and then negotiate with
potential viable merger and acquisition candidates. Because the
Company lacks funds, it may be necessary for its officers,
directors and/or shareholders to either advance funds to the
Company or to accrue expenses until such time as a successful
business consolidation can be made.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's officers and directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will
strive to have its acquisition or merger partner provide their
remuneration. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds. As
of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to
raise any capital.
If in the discretion of management the Company does seek
financing, the most likely method available would be the private
sale of the Company's 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 for at
least the next twelve months.
PART II
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.
<PAGE>
Item 2. Changes In Securities
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended September 30, 1997.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NUTRONICS INTERNATIONAL, INC.
Date: November 12, 1997 By /S/ Edward F. Cowle
(Signature)
Edward F. Cowle, President,
Chief Executive Officer and
Director
(Chief Financial Officer)
Date: November 12, 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 SEPTEMBER
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,791
<BONDS> 0
0
0
<COMMON> 87,592
<OTHER-SE> (75,268)
<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> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
