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 March 31, 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 August 20, 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 -- March 31, 1997 and
December 31, 1996. . . . . . . . . . . . . . 2
Statements of Operations -- three months ended
March 31, 1997 and 1996 and from inception on
May 6, 1953 through March 31, 1997 . . . . . 3
Statements of Stockholders' Equity . . . . . . 4
Statements of Cash Flows -- three months ended
March 31, 1997 and 1996 and from inception on
May 6, 1953 through March 31, 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. . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities. . . . . . . . 10
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 March 31, 1997, have been prepared by Nutronics
International, Inc. (the "Company").
NUTRONICS INTERNATIONAL, INC.
FINANCIAL STATEMENTS
March 31, 1997 and December 31, 1996
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
1997 1996
(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,
8,759,170 shares issued and
outstanding 87,592 87,592
Additional paid-in capital (deficit) (76,351) (76,351)
Deficit accumulated during the
development stage from May 22, 1995 (11,241) (11,241)
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 Three Months 1953 Through
Ended March 31, March 31,
1997 1996 1997
REVENUES $ - $ - $ -
EXPENSES - - -
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 4) - 656 98,833
TOTAL EXPENSES - 656 98,833
NET INCOME (LOSS) $ - $ (656) $ (98,833)
NET INCOME (LOSS) PER SHARE $ 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)
Net loss for the three
months ended March
31, 1997 (unaudited) - - - - - -
Balance,
March 31, 1997
(Unaudited) - $ - 8,759,170 $87,592 $(76,351) $(11,241)
<PAGE>
NUTRONICS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
on May 6,
For the Three Month 1953 Through
Ended March 31, March 31,
1997 1996 1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from discontinued operations $ - $ (656) $ (98,833)
Loss on disposition of assets - - 87,592
Net Cash Provided (Used) by
Operating Activities - - (11,241)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Additional capital contributed - 656 11,241
Net Cash Provided (Used) by
Financing Activities - 656 11,241
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
March 31, 1997 and December 31, 1996
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 March 31, 1997, the Company has net operating loss
carryforwards of approximately $100,000 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
March 31, 1997 and December 31, 1996
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
March 31, 1997 and December 31, 1996, $-0- and $11,241,
respectively, was contributed to capital as a result of these
advances.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Due to the Company's status as a development stage company, it
presently has no assets or capital and has had no operations or
revenues since approximately 1984. The Company's operating
expenses and the costs and expenses associated with the filing of
the Company's registration statement on Form 10-SB with the
Securities and Exchange Commission in 1996, have been paid for by
shareholders of the Company. It is anticipated that the Company
will require only nominal capital to maintain its corporate
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 month periods ended March 31, 1997, the Company
had no revenues and no expenses. The Company did report a loss
from discontinued operations of $656 for the first three months of
1996 and therefore, reported a net loss of $656 for that period.
As of March 31, 1997, the Company had no assets and no liabilities.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the remainder of 1997, the Company will actively seek
out and investigate possible business opportunities with the intent
to acquire or merge with one or more business ventures. In its
search for business opportunities, management will follow certain
procedures in order to identify and then negotiate with potential
viable merger and acquisition candidates. Because the Company
lacks funds, it may be necessary for its officers, directors and/or
shareholders to either advance funds to the Company or to accrue
expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the
Company's officers and directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will
strive to have its acquisition or merger partner provide their
remuneration. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds. As
of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to
raise any capital.
In the event the Company does need to raise capital, most
likely the only method available to it would be the private sale of
its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a
public sale of securities or be able to borrow any significant sum
from either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
PART II
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.
Item 2. Changes In Securities
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
<PAGE>
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 March 31, 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: August 27, 1997 By /S/ Edward F. Cowle
(Signature)
Edward F. Cowle, President,
Chief Executive Officer and
Director
(Chief Financial Officer)
Date: 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 MARCH 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<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> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
