NGT ENTERPRISES INC
10QSB, 1997-04-18
LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRANS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 FORM 10-QSB
                             Quarterly Report Under
                       the Securities Exchange Act of 1934
                    For the Quarter Ended: December 31, 1996

                         Commission File Number 2-72849


                             N G T ENTERPRISES, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter


                                    Delaware
                 ----------------------------------------------
                 (State of other jurisdiction of incorporation)

                                   11-2558192
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                         100 Garden City Plaza Suite 200
                              Garden City, New York
                    ---------------------------------------
                    (Address of principal executive offices)

                                      11350
                                   ----------
                                   (Zip Code)

                                 (516) 747-3354
                           ---------------------------
                           (Issuer's Telephone Number)


     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. ____

     The number of shares of the registrant's  only class of common stock issued
and outstanding, as of December 31, 1996, was4,257,199.


<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

     The condensed  financial  statements for the period ended December 31, 1996
included  herein have been prepared by N G T Enterprises,  Inc., (the "Company")
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  (the  "Commission").  In the  opinion of  management,  the
statements  include all  adjustments  necessary to present  fairly the financial
position of the Company as of December 31, 1996,  and the results of  operations
and cash flows for the three-month periods ended December 31, 1995 and 1996.

     The  Company's  results  of  operations  during  the  three  months  of the
Company's  fiscal  year are not  necessarily  indicative  of the  results  to be
expected for the full fiscal year.

     The  financial  statements  included  in  this  report  should  be  read in
conjunction  with the  financial  statements  and notes thereto in the Company's
Annual  Report on Form 10-KSB for the fiscal years ended  September 30, 1995 and
1996.

                                       2
<PAGE>


                           N G T ENTERPRISES, INC.
                        (A Development Stage Company)
                                BALANCE SHEET
<TABLE>
<CAPTION>

                                                                 December 31,
                                               September 30,        1996
                                                   1996           Unaudited
                                               -------------     ------------
<S>                                                <C>              <C>

Assets
Cash                                               $-0-             $-0-




Total assets                                       $-0-             $-0-
                                                   ====             ====
</TABLE>
<TABLE>
<CAPTION>

                     Liabilities and Stockholders Equity
<S>                                               <C>            <C>

Current liabilities
  Officer loan payable                             $-0-          $ 1,500
                                                   -----          ------
  Total liabilities                                                1,500
Capital stock
  Common stock- $.0001, par value each
  authorized 12,000,000 shares.
  The number of shares outstanding
  at September 30, 1995 and
  December 31, 1996, was 4,257,199.                 426              426
Additional paid in capital                       16,867           16,867
Deficit accumulated during                                  
 development stage                              (17,293)         (18,793)
                                                --------          -------
Total stockholders equity                           -0-           (1,500)
                                                  ------          -------
Total liabilities and stockholders equity          $-0-             $-0-
                                                  ======          =======      
     

</TABLE>


               See accompanying notes to financial statements.

                                       3
<PAGE>


                             N G T ENTERPRISES, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                               
               For the period from
                                                                  For the three
For the three   reorganization
                                    For the year   For the year   months ended 
 months ended   December 1, 1992
                                       ended          ended       December 31, 
  December 31,   to December 31,
                                    September 30,  September 30,      1995     
     1996            1996
                                        1995          1996         Unaudited   
  Unaudited        Unaudited
                                    -------------  -------------  ------------ 
- --------------  ------------------             
<S>                                  <C>          <C>             <C>          
 <C>              <C>

Income                                    $-0-         $-0-            $-0-    
      $-0-             $-0-

Operations:
  General and administration               -0-       16,900             -0-    
     1,500           18,400
  Amortization                             -0-          -0-             -0-    
       -0-              -0-
                                           ---          ---             ---    
     -----            -----
Total expense                              -0-       16,900             -0-    
     1,500           18,400

Net Profit (Loss) from operations         $-0-     $(16,900)           $-0-    
   $(1,500)        $(18,400)
                                          ====         ====            ====    
   ========        =========
Net income per share                      $-0-         $-0-            $-0-    
      $-0-             $-0-
                                          ====         ====            ====    
      ====             ====
Total number of shares outstanding   4,257,199    4,257,199       4,257,199    
 4,257,199        4,257,199
                                     =========    =========       =========    
 =========        =========
</TABLE>










                 See accompanying notes to financial statements.

                                       4

<PAGE>


                             N G T ENTERPRISES, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              For the three  
For the three   For the period from
                                                               months ended   
months ended     reorganization
                             For the year     For the year     December 31,    
December 31,    December 1, 1992
                            ended September  ended September       1995        
  1996           to December 31,
                               30, 1995         30, 1996        Unaudited      
Unaudited            1996
                            ---------------  ---------------  -------------   
- ------------   ------------------     
<S>                                <C>              <C>             <C>        
  <C>                <C>

CASH FLOWS FROM
   OPERATING ACTIVITIES
   Net profit (loss)               $-0-             $-0-            $-0-       
 $ (1,500)          $(18,400)
      
   Amortization                     -0-              -0-             -0-       
      -0-                -0-
                                   ----             -----           -----      
  --------           --------
                                                                               
  (13,415)           (18,400)
   Accounts payable                                                            
    1,500              1,500
                                                                               
  --------           -------- 
TOTAL CASH FLOWS FROM             
   OPERATIONS                       -0-              -0-             -0-       
      -0-            (16,900)

CASH FLOWS FROM FINANCING
   ACTIVITIES
Sale of Common Stock                -0-              -0-             -0-       
      -0-             16,900
                                    ---              ---             ---       
      ---             ------
TOTAL CASH FLOWS FROM             
   FINANCING ACTIVITIES             -0-              -0-             -0-       
      -0-             16,900


NET INCREASE (DECREASE)
   IN CASH                          -0-              -0-             -0-       
      -0-                 -0-
CASH BALANCE BEGINNING OF                                                      
                    
  PERIOD                            -0-              -0-             -0-       
      -0-                 -0-
                                   ----             ----            ----       
     ----                ----
CASH BALANCE END OF                                                            
                   
  PERIOD                           $-0-             $-0-            $-0-       
     $-0-                $-0-
                                   ====             ====            ====       
     ====                ====
</TABLE>



                 See accompanying notes to financial statements

                                       5

<PAGE>


                             N G T ENTERPRISES, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>

                                                        Deficit
                                                      Accumulated
                                         Additional      During
                   Common      Common     Paid-in     Development
      Date          Stock       Stock     Capital        Stage        Total
      ----         ------      ------     --------     ---------      -----
   <S>            <C>            <C>         <C>         <C>        <C>
                                                                    
   10-01-1993     3,930,926      $393        $-0-         $(393)       $-0-
   09-30-1994           273
                  ---------      ----        ---           -----        ---
   09-30-1994     3,931,199       393         -0-          (393)        -0-
                  =========       ===         ===          =====        ===
   09-30-1995     3,931,199       393         -0-          (393)        -0-

   09-30-1996       326,000        33      16,867                    16,900
   09-30-1996     Net loss                               (16,900)   (16,900)
                  --------       ----      ------        --------   --------
   09-30-1996     4,257,199      $426     $16,867       $(17,293)  $   -0-

   Unaudited
   ---------
   12-31-1996     Net loss                                (1,500)    (1,500)
                  --------       ----      ------        --------   --------
   12-31-1996     4,257,199      $426     $16,867      $ (18,793)   $(1,500)
                  =========      ====        ====        ========   ========

</TABLE>















                 See accompanying notes to financial statements



                                       6

<PAGE>


                             N G T ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 1996

NOTE A--BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted principles for interim financial  information
as set forth in Article 10 of Regulation S-B.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
necessary  adjustments  (consisting  of normal  recurring  accruals)  considered
necessary for a fair presentation have been included. Operating results of N G T
Enterprises, Inc. (the "Company") for the three month periods ended December 31,
1995 and 1996 are not necessarily indicative of the results that may be expected
for the fiscal year ending September 30, 1996.

NOTE B--EARNINGS PER SHARE

     Earnings  per share  have  been  computed  on the basis of total  number of
shares outstanding. The total number of shares outstanding at September 30, 1995
and 1996 and December 31, 1996 was 4,257,199.

NOTE C--COMMITMENTS

     The Company had no lawsuits or  liabilities  pending at September  30, 1995
and 1996 and December 31, 1995 and 1996.

NOTE  D--CONTINGENT LIABILITY

     a. Leased Office Space

     The Company occupies office space at 100 Garden City Plaza Suite 200 Garden
City,  New York 11530 in premises  leased by an affiliate of its  president on a
month to month basis at a rent of $500 per month .

                                       7

<PAGE>

     Item 2. Management's Discussion and Analysis of Plan of Operation
            
     Results of Operations
     ---------------------
     The following  discussion  should be read in conjunction with the Financial
Statements and notes thereto included herein

     For the three  months  ended  December  31,  1996 as  compared to the three
months ended December 31, 1995.

     The Company  generated  no revenues  during the three month  period  ending
December 31, 1996.  Management of the Company  anticipates that the Company will
not  generate  any  significant  revenues  until the  Company  accomplishes  its
business  objective of developing a business  purpose  merging with or acquiring
assets from a nonaffiliated entity. The Company has remained inoperative. Sales,
costs of goods  sold and  gross  profit  were $-0- for the  three  months  ended
December 31, 1995 and 1996.  Operating expenses and net loss were $1,500 for the
three  months  ended  December  31,  1996 as  compared  to $-0- in  general  and
administrative  expense  for the three  months  ended  December  31,  1995.  The
activities  of the Company  during for the three months ended  December 31, 1995
and 1996 consisted preparing and filing corporate income tax returns and filings
for the Securities and Exchange Commission.

     Liquidity And Capital Resource
    ------------------------------- 

     As of December 31, 1995 and 1996, the Company's working capital was a $-0-.
The  Company's  president  has  provided  the  necessary  funds to  sustain  the
Company's  existence  until a new  business  purpose can be  developed or target
company located and it or its assets acquired.

                                       8
<PAGE>

                                     PART II

                                OTHER INFORMATION


     Item 1. Legal Proceedings.

     No legal proceedings are pending against the Company.

     Item 2. Changes in Securities

     None.

     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

               None

     (b) Reports on Form 8-K

               None



                                       9

<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.



                                   N G T ENTERPRISES, INC.
                                     (Registrant)

                                   s/ William J. Mueger
                                   --------------------
                                     William J.  Mueger,
                                        President and Principal
                                        Executive Officer and
                                        Principal Financial Officer


Dated: February 10, 1997

                                       10

<PAGE>

<TABLE> <S> <C>

         <ARTICLE>                     5
         <LEGEND>
          Financial Data Schedule for 10QSB - 12-31-96 for NGT Enterprises, Inc.
         </LEGEND>
       
         <S>                                            <C>
         <PERIOD-TYPE>                                  3-MOS
         <FISCAL-YEAR-END>                              SEP-30-1997
         <PERIOD-START>                                 OCT-01-1996
         <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>                           1,500
         <BONDS>                                             0
                                        0
                                                  0
         <COMMON>                                          426
         <OTHER-SE>                                     16,867 
         <TOTAL-LIABILITY-AND-EQUITY>                        0
         <SALES>                                             0
         <TOTAL-REVENUES>                                    0
         <CGS>                                               0
         <TOTAL-COSTS>                                       0
         <OTHER-EXPENSES>                                1,500
         <LOSS-PROVISION>                               (1,500)
         <INTEREST-EXPENSE>                                  0
         <INCOME-PRETAX>                                     0
         <INCOME-TAX>                                        0
         <INCOME-CONTINUING>                                 0
         <DISCONTINUED>                                      0
         <EXTRAORDINARY>                                     0
         <CHANGES>                                           0
         <NET-INCOME>                                  (15,000)
         <EPS-PRIMARY>                                    (.00)
         <EPS-DILUTED>                                    (.00)
        


</TABLE>


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