WELDOTRON CORP
10-Q, 1996-01-16
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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     SECURITIES AND EXCHANGE COMMISSION

     Washington, D.C. 20549

     FORM 10-Q


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For Quarterly Period Ended November 30, 1995

[ ] 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 1-8381


                       WELDOTRON CORPORATION                         
      (Exact name of Registrant as specified in its charter)



           NEW JERSEY                            22-1602728    
(State or other jurisdiction                  (I.R.S. Employer
 incorporation or organization)               Identification No.)

  1532 South Washington Avenue
      Piscataway, New Jersey                           08855        
 (Address of Principal Exec. Offices)               (Zip Code)

Registrant's Telephone Number, Including
 Area Code                                         (908) 752-6700   


Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months, and (2) has been 
subject to such filing requirements for the past 90 days.

                                                  Yes   X     No


2,300,173 Shares of Common Stock were outstanding as of 
January 10, 1996.





<PAGE>
<TABLE>

     WELDOTRON CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS
     ($000'S OMITTED EXCEPT SHARE DATA)
<CAPTION>
                                               Three Months Ended
                                                  November 30, 
                                               1995          1994 
                                             (Unaudited)  (Unaudited)
                                             ___________  ___________
<S>                                              <C>         <C>
NET SALES                                        $4,225        $4,700 
COST AND EXPENSES:
 Cost of Sales                                    2,839         3,492 
 Selling, General & Administrative Expenses       1,862         2,280 
 Depreciation and Amortization                      125           127 
                                                  ______        ______
                                                  4,826         5,899 
                                                  ______        ______
LOSS FROM OPERATIONS                               (601)       (1,199) 
                                                  ______        ______


OTHER INCOME/(EXPENSES):
 Foreign Currency Translation Gain (Loss)            88           (90)
 Other Income                                       166            16 
 Interest Expense                                  (174)         (114)
                                                  _______      _______
                                                     80          (188)
                                                  _______      _______

LOSS FROM CONTINUING OPERATIONS BEFORE
TAXES AND MINORITY INTEREST                      $ (521)      $(1,387)
                                                  _______      _______
INCOME TAX PROVISION                             $  (40)      $    --
                                                  _______      _______

MINORITY INTEREST: SHARE OF (INCOME) LOSS           (75)           91

NET LOSS FROM CONTINUING OPERATIONS              $ (636)      $(1,296)
                                                  _______      _______


DISCONTINUED OPERATIONS:
 LOSS FROM OPERATIONS                            $  --        $   (14)
 LOSS ON DISPOSAL                                $  --        $   (56)
 LOSS RELATED TO
 DISCONTINUED OPERATIONS                         $  --        $   (70)
                                                  _______      _______
NET LOSS                                         $ (636)      $(1,366) 
                                                  _______      _______
    
NET INCOME (LOSS) PER COMMON SHARE:
 CONTINUING OPERATIONS                           $ (.28)      $  (.56)
 DISCONTINUED OPERATIONS                             --          (.03)
                                                  _______      _______

NET LOSS PER COMMON SHARE                        $ (.28)      $  (.59)
                                                  _______      _______

 DIVIDEND PER SHARE                                 NONE          NONE

WEIGHTED AVERAGE OF
 COMMON SHARES OUTSTANDING                        2,300,173   2,300,173
<FN>
 See Notes to Condensed Consolidated Financial Statements.
</TABLE>




<PAGE>
<TABLE>

     WELDOTRON CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS
     ($000'S OMITTED EXCEPT SHARE DATA)
<CAPTION>
                                                Nine Months Ended
                                                  November 30, 
                                               1995          1994 
                                             (Unaudited)  (Unaudited)
                                             ___________  ___________
<S>                                             <C>           <C>
NET SALES                                       $13,753       $13,970 
COST AND EXPENSES:
 Cost of Sales                                    8,816         9,953 
 Selling, General & Administrative Expenses       5,489         6,021 
 Depreciation and Amortization                      372           383 
                                                 ______        ______
                                                 14,677        16,357 
                                                 ______        ______
LOSS FROM OPERATIONS                               (924)       (2,387) 
                                                 ______        ______


OTHER INCOME/(EXPENSES):
 Foreign Currency Translation Gain                  117           126 
 Other Income                                       466           346 
 Interest Expense                                  (513)         (454) 
                                                 _______       _______
                                                     70            18 
                                                 _______       _______


LOSS FROM CONTINUING OPERATIONS BEFORE
TAXES AND MINORITY INTEREST                     $  (854)      $(2,369)
                                                 _______       _______
INCOME TAX PROVISION                            $  (136)      $   --
                                                 _______       _______

MINORITY INTEREST: SHARE OF (INCOME) LOSS          (200)           95

LOSS FROM CONTINUING OPERATIONS                 $(1,190)      $(2,274)
                                                 _______       _______

DISCONTINUED OPERATIONS:
 INCOME FROM OPERATIONS                         $    --       $    66 
 LOSS ON DISPOSAL                               $    --       $   (56)
 INCOME RELATED TO
 DISCONTINUED OPERATIONS                        $    --       $    10
                                                 _______       _______

NET LOSS                                        $(1,190)      $(2,264)
                                                 _______       _______


NET INCOME (LOSS) PER COMMON SHARE:
 CONTINUING OPERATIONS                          $  (.52)      $  (.98)
 DISCONTINUED OPERATIONS                             --            --
                                                 _______       _______

NET LOSS PER COMMON SHARE                       $  (.52)      $  (.98)
                                                 _______       _______

 DIVIDEND PER SHARE                                 NONE          NONE

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING   2,300,173     2,300,173
<FN>
 See Notes to Condensed Consolidated Financial Statements.
</TABLE>




<PAGE>
<TABLE>
WELDOTRON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($000'S OMITTED)
<CAPTION>
                                            November 30,  February 28,
                                                1995         1995    
                                             (Unaudited)   (Audited)
                                               ________     _______

<S>                                            <C>         <C>  

ASSETS
CURRENT ASSETS
 Cash and Cash Equivalents                     $    297    $    438 
 Accounts Receivable (Net)                        2,164       2,461 
 Inventories (Note B)                             9,030       9,025 
 Prepaid Expenses and Other Current Assets          477         303 
                                               ________     _______
TOTAL CURRENT ASSETS                             11,968      12,227 

Property and Equipment at Cost                   12,272      12,076 
Less Accumulated Depreciation & Amort.           (9,439)     (9,162)
                                               ________     _______

                                                  2,833       2,914 
Other Assets                                        115         145 
                                               ________     _______

TOTAL ASSETS                                   $ 14,916    $ 15,286 
                                               ________     _______

</TABLE>
<TABLE>
<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY
<S>                                            <C>         <C>
CURRENT LIABILITIES
 Short Term Borrowings (Note C)                $  2,256    $  2,215 
 Notes Payable:  Related Party (Note C)           1,000          -- 
 Accounts Payable                                 2,457       2,022 
 Other Current Liabilities                        2,746       2,381 
                                               ________     _______
TOTAL CURRENT LIABILITIES                         8,459       6,618 
                                               ________     _______

Long-Term Debt-Net of Current Maturities
 (Note C)                                            --         750 
Long Term Debt: Related Party (Note C)               --         500
Notes Payable - Non-Current                          10          --
Deferred Compensation                             1,062       1,088
Deferred Income                                      30          --
Minority Interests in Subsidiary                    975         754

Stockholders' Equity                              4,380       5,576
                                               ________     _______
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 14,916    $ 15,286
                                               ________     _______

<FN>

The Balance Sheet at February 28, 1995, has been taken from the 
audited financial statements at that date, condensed and reclassified.

 See Notes to Condensed Consolidated Financial Statements.
</TABLE>





<PAGE>
<TABLE>

WELDOTRON CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     ($000'S OMITTED)
<CAPTION>
                                                   Nine Months Ended
                                                     November 30,
                                                   1995       1994  
                                               (Unaudited) (Unaudited)
                                                ________      _______

<S>                                             <C>        <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                   $ (1,190)  $ (2,264)
     Adjustments to reconcile net loss to 
     net cash flows provided by (used in)
     operating activities:
Depreciation and amortization                        371        383
Foreign currency translation gain                   (117)      (126)
Bad debt provision                                    19         19
Decrease in assets held for sale                      --        700
Deferred compensation expense                         95        252
Minority interest in subsidiary net income (loss)    200        (95)
Gain on sale of property, plant and equipment        (29)        --
Changes in operating assets and liabilities
(Increase) decrease in assets
Accounts receivable                                  207        222
Inventories                                         (102)       185
Prepaid expenses and other current assets            (32)      (449)
Other assets                                           5         39
Increase in current liabilities                      799      1,181
Decrease in other long-term liabilities             (121)       (37)
                                                  _______    _______
Total adjustments                                  1,295      2,274
                                                  _______    _______
Net cash provided by (used in) 
operating activities                                 105         10
                                                  _______    _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment          (193)      (232)
Proceeds from the sales of 
property, plant and equipment                         29         --
                                                  _______    _______
Net cash used in investing activities               (164)      (232)
                                                  _______    _______
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds under short-term borrowings              52        865
Proceeds from short-term debt - Related Party        500        500
Principal payments under capital lease obligations    (1)       (47)
Reduction of long term debt                         (750)      (750)
                                                  _______    _______
Net cash provided by (used in)
 financing activities                               (199)       568
                                                  _______    _______
EFFECT OF EXCHANGE RATE CHANGES ON CASH 
AND CASH EQUIVALENTS                                 117       (534)
                                                  _______    _______
NET DECREASE IN CASH AND CASH EQUIVALENTS           (141)      (188)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       438        501
                                                  _______    _______
CASH AND CASH EQUIVALENTS, END OF PERIOD           $ 297      $ 313
                                                  _______    _______

<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>





<PAGE>

     WELDOTRON CORPORATION AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note A:    Basis of Preparation

The unaudited, condensed Consolidated Financial Statements as of 
November 30, 1995 for the three and nine month periods ended November
30, 1995 and 1994, included herein, have been prepared in accordance
with generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Rule 10-01.  
The information reflects all adjustments which are of a normal 
recurring nature and which are, in the opinion of management, 
necessary to a fair statement of the results for the period.
Certain financial information and footnote disclosures normally 
included in financial statements prepared in accordance with the 
generally accepted accounting principles have been condensed or 
omitted.  The reader is referred to the consolidated financial 
statements and notes thereto included in the Registrant's annual 
report on Form 10-K for the year ended February 28, 1995.  

Results of operations for the interim period are not necessarily 
indicative of the operating results for the full year.


Note B:    Inventories

Inventories at November 30, 1995, and February 28, 1995, are as
follows: 
($000's - Omitted)

                                     November 30,     February 28,
                                          1995           1995  
                                       __________      ________
 Finished Goods                         $ 3,983        $ 3,858 
 Work in Process                          2,893          2,852 
 Raw Materials                            2,154          2,315 
                                       __________      ________
                                        $ 9,030        $ 9,025
                                       __________      ________





<PAGE>
Note C:    Long-Term Debt and Short-Term Borrowings

In June 1991, the Registrant entered into a credit facility (the 
Credit Facility) with Congress Financial Corporation, ("Congress") to 
provide a revolving line of credit and term loan for working capital 
purposes not to exceed $5,000,000.  The interest rate is 3.75% over 
the CoreStates floating base rate which was 8.75% at November 30,1995. 
The Credit Facility further requires that the Registrant pay fees on 
the unused line of credit, for administration, and upon early 
termination of the Credit Facility. The Credit Facility was amended on 
May 19,1995 to decrease the line of credit and the term loan to 
$3,500,000 and extend the maturity date to June 25, 1996.

The Credit Facility is collateralized by substantially all of the 
assets of the Registrant and its domestic subsidiaries.  Borrowings 
under the Credit Facility are limited to certain percentages of 
eligible inventory and accounts receivable including stipulations as 
to the ratio of advances collateralized by receivables compared to 
advances collateralized by inventory.

The Company was in default of its minimum working capital require-
ments, but in compliance with all other financial covenants and terms 
of the Credit Facility as of November 30, 1995.  The Company obtained 
a waiver of default and renegotiated new minimum working capital 
requirements with its lender.

On August 31, 1994, the Registrant borrowed Five Hundred Thousand 
($500,000) Dollars from Lyford Corp. "Lyford", a related company that 
owns 19.56% of the issued and outstanding common stock of the 
registrant. The Company executed and delivered to Lyford a promissory 
note, a security agreement and a Common Stock Purchase Warrant
granting to Lyford the right to purchase up to 200,000 shares of the
Company's common stock at an initial exercise price of Two ($2.00)
Dollars per share, the closing price for the Company's common stock on
the date the warrant was granted.  The warrant expires on August 4,
2004.

On May 5, 1995, the Registrant concluded the rolling of this note into 
a new note in the amount of One Million ($1,000,000) Dollars.  The new 
obligation is evidenced by a certain Amended, Extended and Restated 
Promissory Note dated as of March 1, 1995 (the "Restated Note").  In 
consideration for the new loan, the Company executed and delivered to 
Lyford the Restated Note and an additional Common Stock Purchase 
Warrant. The new loan is secured by a junior lien on all of the 
Company's assets.  The new warrant grants to Lyford the right to 
purchase up to 1,000,000 shares of the Company's common stock at an 
initial exercise price of One ($1.00) Dollar per share.  The market 
price of the Company's common stock was $.875 on the date of the 
warrant grant.  The new warrant expires by its terms on April 12, 
2005.  Although an independent appraisal has not been obtained, the 
Company management considered the application of APB 14 to the value 
of these warrants and believes that they are of no value at this time. 
The loan transaction closed pursuant to documents dated as of 
March 1, 1995 and in the case of the new Warrant, April 13, 1995. 
These loan documents were contingent on the Company's obtaining the
consent of its senior lender, which consent was obtained on May 5,
1995.




<PAGE>

WELDOTRON CORPORATION AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS


Financial Condition
___________________

The Registrant's net working capital decreased from $5,609,000 at 
February 28, 1995 to $3,509,000 at November 30, 1995.  The current
ratio decreased from 1.85 at February 28,1995 to 1.41 at November 30,
1995.  The changes in net working capital during the first nine months
of this year were primarily related to the following:

- - accounts receivable decreased 12% due to lower sales in the third 
quarter of this year compared to the fourth quarter of last year.

- - inventories were flat; a $691,000 reduction in domestic inventories
was offset by a $696,000 build up at our Brazilian subsidiary.

- - prepaid expenses and other current assets increased due to insurance 
policy renewals and increased trade show expenditures. 

- - accounts payable increased due to extended payment terms with 
vendors.

- - other current liabilities increased due to increased customer
deposits.

- - notes payable from a related party increased at November 30, 1995
due to the reclassification of $500,000 from long-term to short-term
as well as an additional $500,000 received in the first quarter of
this year. 

At November 30, 1995 the Registrant had used approximately $2,121,000
of the Congress Credit Facility (See Note C to the consolidated
financial statements).  Based on the advance percentages of eligible
receivables and inventories the Registrant had a borrowing overadvance 
of approximately $30,000 at November 30, 1995.  Other short term
borrowings include capitalized leases of approximately $41,000.

The availability of future borrowings depends upon the Company's 
compliance with the covenants contained in the Credit Facility 
agreement and the level of eligible receivables and inventories.

The Registrant's primary and secondary sources of liquidity at
November 30, 1995 were the Congress Credit Facility and the note from
a related party, respectively.  There can be no assurances that an
extended economic recession will not adversely impact the Registrant's
future financial condition and liquidity.



<PAGE>
The major components affecting the favorable period to period change
in cash flow from operating activities were: (1) The 47% reduction in
net loss and (2) a smaller increase in prepaid expenses and other
current assets due to lower insurance premiums and trade show
expenditures.

The Registrant increased its note obligation to a related party this 
year by $500,000 to liquidate accounts payable and other current 
liabilities.

The effect of exchange rate changes on cash and cash equivalents for 
the nine months ended November 30, 1995 and for the same period last
year was $117,000 and $(534,000), respectively.  This is attributable
to Brazil's inflationary economy and the "remeasurement method" used
for foreign currency translation to be measured into U.S. dollars as 
required by SFAS No. 52. 





<PAGE>

Results of Continuing Operations for the Nine Month Period Ended
November 30, 1995 and 1994
______________________________________________________________________

For the third quarter ended November 30, 1995 sales from continuing 
operations were $4,225,000 with loss from continuing operations of 
$636,000 or $.28 per share.  This compares to sales from continuing 
operations of $4,700,000 with loss from continuing operations of 
$1,296,000 or $.56 per share in the third quarter last year.

Loss From Operations
____________________

Third Quarter
______________

Sales for the third quarter were approximately 10.1% lower than the 
same period last year.  This is primarily due to a decrease in sales
of domestic packaging systems between these quarters.  Sales of 
domestic packaging systems decreased by 18.9% from $3,147,000 to 
$2,551,000.  The Company streamlined its product offering this year
eliminating several low margin, custom made products which required
extensive engineering time, as well as certain imported product lines
which became less profitable due to unfavorable changes in exchange
rates.  Our control segment's sales declined 28.5% in the third
quarter this year compared to the same quarter last year.  Sales at
our Brazilian subsidiary increased 48.2% in the third quarter this
year compared to the same quarter last year.

Cost of sales for the third quarter this year was 67.2% of sales 
compared to 74.3% for the prior year.  The decrease in cost of sales 
is due to sales of higher margin products.

Selling, general and administrative expense decreased by $418,000 in 
the third quarter of this year compared to the same quarter last year 
due to staff reductions made in the latter part of fiscal 1995 as well 
as lower provisions for deferred compensation.  These savings were
partially offset by severance accruals this quarter of $129,000 and 
increases at our Brazilian subsidiary; a direct result of their
increased sales volume.

Nine Months
__________

Sales for the first nine months of this year decreased approximately 
1.6% compared to last year.  The Company streamlined its product
offering this year eliminating several low margin, custom made
products which required extensive engineering time, as well as certain
imported product lines which became less profitable due to unfavorable
changes in exchange rates. Sales at our Brazilian subsidiary increased
from $1,946,000 to $3,699,000, or 90%, while sales in the domestic
packaging group and controls segment declined 15.9% and 18.3%
respectively, from last year's similar nine month period.

Cost of sales for the first nine months of this year was 64.1% of
sales compared to 71.2% of sales for the same period last year,
reflecting sales of higher margin products.



Selling, general and administrative expenses decreased in the first 
nine months of this year by $532,000 compared to the same period last 
year due to staff reductions which took place in the latter part of
fiscal 1995, as well as lower provisions for deferred compensation. 
These savings were partially offset by certain professional fees,
severance accruals and increases at our Brazilian subsidiary due to
increased sales volume.

The gain from foreign currency translation decreased by $9,000 for 
the first nine months of this year compared to the same period last
year due to slower movement this year in the Brazilian currency
exchange rate.

Other Income and Expense
________________________

Third Quarter
______________

Other income in the third quarter this year was $150,000 higher than
the third quarter last year due primarily to higher commission income
generated by our Brazilian subsidiary.

Interest expense increased $60,000 in the third quarter this year 
compared to the third quarter last year due to increased interest
expense, arising from higher average borrowings from a related party
and higher interest rates.

The provision for income taxes was $40,000 in the third quarter this 
year versus no provision in the third quarter last year.  The 
provision is based solely on taxable income from our Brazilian 
subsidiary of $151,000 for the quarter.

Nine Months
__________

Other income in the first nine months of this year increased by 
$120,000 due to a real estate tax abatement, and gains on sales of 
non-performing assets.

Interest expense increased by $59,000 in the first nine months of this
year compared to the same period last year.  Domestic interest expense
increased $137,000 due to higher average borrowings and higher
interest rates, whereas our Brazilian subsidiary experienced a $78,000
reduction.

The provision for income taxes was $136,000 in the first nine months 
of this year versus no provision in the first nine months last year. 
The provision is based solely on taxable income from our Brazilian 
subsidiary of $435,000 for the first nine months.






<PAGE>


PART II.  OTHER INFORMATION


Item 1.    Legal Proceedings

MTD Service Corp. V. Weldotron Corporation
Information with respect to this litigation is incorporated by 
reference to PART I, Item 3, Legal Proceedings, on page 13 of the 
Registrant's Report on Form 10-K for the fiscal year ended February 
28, 1995, filed with the Securities and Exchange Commission on June 7, 
1995.

In July 1994 the Company and its co-defendants filed a motion for 
summary judgment to dismiss the amended complaint.  The motion was 
granted by the Judge in the United State District Court for the 
Southern District of New York.  The Court's order, which dismissed 
MTD's complaint with prejudice, was signed on July 29, 1994.  
Subsequently MTD filed an appeal in the matter with the U.S. Court of 
Appeals, 2nd Judicial Circuit.  On May 5, 1995 this appeal was 
dismissed by the Court by affirming the decision of the U.S.
District Court granting the Company's motion for the summary judgment.


Martin Siegel v. Weldotron Corporation
Information with respect to this litigation is incorporated by 
reference to PART I, Item 3, Legal Proceedings, on page 13 of the 
Registrant's Report on Form 10-K for the fiscal year ended February 
28, 1995, filed with the Securities and Exchange Commission on June 7, 
1995.

On April 13, 1995, the Company reached a full and final 
settlement with Martin Siegel.  Under the terms of the settlement, 
which was approved by the Court:  (1) all claims and counterclaims by, 
between and among Mr. Siegel, the Company and the other parties to the 
litigation were dismissed, with prejudice, (2) Mr. Siegel and the 
Company exchanged mutual releases, (3) Mr. Siegel's Employment 
Agreement with the Company dated March 1, 1988, as amended, was 
terminated, and (4) Mr. Siegel was awarded a lifetime annual deferred
compensation benefit of $100,000.  The annual deferred compensation
benefit is an unsecured obligation of the Company.

Item 2. Changes in Securities

On August 31, 1994, the Registrant borrowed Five Hundred Thousand 
($500,000) Dollars from Lyford Corp. "Lyford", a related company that 
owns 19.56% of the issued and outstanding common stock of the 
registrant. The Company executed and delivered to Lyford a promissory 
note, a security agreement and a Common Stock Purchase Warrant
granting to Lyford the right to purchase up to 200,000 shares of the
Company's common stock at an initial exercise price of Two ($2.00)
Dollars per share, the closing price for the Company's common stock on
the date the warrant was granted.  The warrant expires on August 4,
2004.




<PAGE>

On May 5, 1995, the Registrant concluded the rolling of this note 
into a new note in the amount of One Million ($1,000,000) Dollars.  
The new obligation is evidenced by a certain Amended, Extended and 
Restated Promissory Note dated as of March 1, 1995 (the "Restated 
Note").  In consideration for the new loan, the Company executed and 
delivered to Lyford the Restated Note and an additional Common Stock 
Purchase Warrant. The new loan is secured by a junior lien on all of 
the Company's assets.  The new warrant grants to Lyford the right to 
purchase up to 1,000,000 shares of the Company's common stock at an 
initial exercise price of One ($1.00) Dollar per share.  The market 
price of the Company's common stock was $.875 on the date of the 
warrant grant.  The new warrant expires by its terms on April 12, 
2005.  Although an independent appraisal has not been obtained, the 
Company management considered the application of APB 14 to the value 
of these warrants and believes that they are of no value at this time. 
The loan transaction closed pursuant to documents dated as of 
March 1, 1995 and in the case of the new Warrant, April 13, 1995. 
These loan documents were contingent on the Company's obtaining the
consent of its senior lender, which consent was obtained on May 5,
1995.  The new note in the amount of one million ($1,000,000) dollars
is due and payable on March 31, 1996.

Item 3.    Defaults Upon Senior Securities

           None.

Item 4.    Submission of Matters to a Vote of Security Holders

           None.


Item 5.    Other Information

           None.

Item 6.    Exhibits and Reports on Form 8-K

             (a)    Exhibits

                    One press release issued by the Registrant on 
April 18, 1995 regarding settlement with former chairman.


             (b)    Report on Form 8-K




                Two reports on Form 8K were filed in the quarter ended 
May 31, 1995 as follows

               Date                Item Reported
               ________            __________
               April 13, 1995      Settlement with former chairman
               May 5, 1995         Loan from related party






<PAGE>

                       S I G N A T U R E 





       Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.



                                            WELDOTRON CORPORATION
                                            Registrant


                                         By:  Michael McKee
                                              Michael McKee
                                       Vice President of Finance   



Date: January 16, 1996












<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-28-1995
<PERIOD-END>                               NOV-30-1995
<CASH>                                             297
<SECURITIES>                                         0
<RECEIVABLES>                                     2164
<ALLOWANCES>                                         0
<INVENTORY>                                       9030
<CURRENT-ASSETS>                                 11968
<PP&E>                                           12272
<DEPRECIATION>                                    9439
<TOTAL-ASSETS>                                   14916
<CURRENT-LIABILITIES>                             8459
<BONDS>                                              0
<COMMON>                                           118
                                0
                                          0
<OTHER-SE>                                        4380
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