NGT ENTERPRISES INC
10QSB/A, 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-1A
                             Quarterly Report Under
                       the Securities Exchange Act of 1934
                    For the Quarter Ended: March 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 March 31, 1996, was 3,931,199


<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

     The  condensed  financial  statements  for the period  ended March 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 March 31, 1996,  and the results of operations and
cash flows for the six-month periods ended December 31, 1994 and 1995.

     The Company's  results of operations during the six 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, 1994 and
1995.

                                       2
<PAGE>


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

                                                                   March 31,
                                               September 30,        1996
                                                   1995           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-          $11,415
                                                   -----          ------
  Total liabilities                                               11,415
Capital stock
  Common stock- par value $.0001,
  authorized  12,000,000 shares.
  The number of shares outstanding
  at September 30, 1995 and
  December 31, 1995, was 3,931,199.                $393             $393
Additional paid in capital                          -0-              -0-
Deficit accumulated during                                  
 development stage                                 (393)         (11,808)
                                                   -----         --------
Total stockholders equity                           -0-          (11,415)
                                                   -----         --------
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 six   
 For the six    reorganization
                                    For the year   For the year   months ended 
 months ended   December 1, 1992
                                       ended          ended         March 31,  
  March 31,      to March 31,
                                    September 30,  September 30,      1995     
     1996            1996
                                        1994          1995         Unaudited   
  Unaudited        Unaudited
                                    -------------  -------------  ------------ 
- --------------  ------------------             
<S>                                  <C>          <C>             <C>          
 <C>              <C>

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

Operations:
  General and administration               -0-          -0-             -0-    
    11,415           11,415
  Amortization                             -0-          -0-             -0-    
       -0-              -0-
                                           ---          ---             ---    
     -----            -----
Total expense                              -0-          -0-             -0-    
    11,415           11,415

Net Profit (Loss) from operations         $-0-         $-0-            $-0-    
  $(11,415)        $(11,415)
                                          ====         ====            ====    
   ========         ========
Net income per share                      $-0-         $-0-            $-0-    
      $-0-             $-0-
                                          ====         ====            ====    
      ====             ====
Total number of shares outstanding   3,931,199    3,931,199       3,931,199    
 3,931,199        3,931,199
                                     =========    =========       =========    
 =========        =========
</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 six      
For the six  For the period from
                                                               months ended   
months ended     reorganization
                             For the year     For the year       March 31,     
 March 31,     December 1, 1992
                            ended September  ended September       1995        
  1996           to March 31,
                               30, 1994         30, 1995        Unaudited      
Unaudited           1996
                            ---------------  ---------------  -------------   
- ------------   ------------------     
<S>                                <C>              <C>             <C>        
  <C>                <C>

CASH FLOWS FROM
   OPERATING ACTIVITIES
   Net profit (loss)               $-0-             $-0-            $-0-       
 $(11,415)          $(11,415)
      
   Amortization                     -0-              -0-             -0-       
      -0-                -0-
                                   ----             -----           -----      
  --------           --------
                                                                               
  (11,415)           (11,415)
   Accounts payable                                                            
   11,415             11,415
                                                                               
  --------           -------- 
TOTAL CASH FLOWS FROM             
   OPERATIONS                       -0-              -0-             -0-       
      -0-                 -0-

CASH FLOWS FROM FINANCING
   ACTIVITIES                       -0-              -0-             -0-       
      -0-                 -0-
                                    ---              ---             ---       
      ---                 ---
TOTAL CASH FLOWS FROM             
   FINANCING ACTIVITIES             -0-              -0-             -0-       
      -0-                 -0-


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-
   01-30-1994           273
   01-30-1994     3,931,199       393         -0-          (393)        -0-
                  =========       ===         ===          =====        ===
   01-30-1995     3,931,199       393         -0-          (393)        -0-

   Unaudited
   ---------
   12-31-1995     Net loss                               (11,415)   (11,415)
                                                         --------   --------
   12-31-1995     3,931,199      $393        $-0-       $(11,808)  $(11,415)
                  =========      ====        ====        ========   ========

</TABLE>















                 See accompanying notes to financial statements



                                       6

<PAGE>


                             N G T ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED MARCH 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 six month periods ended March 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, 1994
and 1995 and March 31, 1996 was 3,931,199.

NOTE C--COMMITMENTS

     The Company had no lawsuits or  liabilities  pending at September  30, 1994
and 1995 and March 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 six months ended March 31, 1996 as compared to the six months ended
March 31, 1995.

     The Company  generated no revenues during the six month period ending March
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 six months  ended March 31, 1995
and 1996.  Operating expenses and net loss were $11,415 for the six months ended
March 31, 1996 as compared to $-0- in general and administrative expense for the
six months ended March 31, 1995.  The  activities of the Company  during for the
six  months  ended  March  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 March 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: April 15, 1996

                                       10

<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

         <ARTICLE>                     5
         <LEGEND>
          Financial Data Schedule for 10QSB - 03-31-96 for NGT Enterprises, Inc.
         </LEGEND>
       
         <S>                                            <C>
         <PERIOD-TYPE>                                  6-MOS
         <FISCAL-YEAR-END>                              SEP-30-1996
         <PERIOD-START>                                 OCT-01-1995
         <PERIOD-END>                                   MAR-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>                          11,415
         <BONDS>                                             0
                                        0
                                                  0
         <COMMON>                                          393
         <OTHER-SE>                                    (11,808)
         <TOTAL-LIABILITY-AND-EQUITY>                        0
         <SALES>                                             0
         <TOTAL-REVENUES>                                    0
         <CGS>                                               0
         <TOTAL-COSTS>                                       0
         <OTHER-EXPENSES>                               11,415)
         <LOSS-PROVISION>                              (11,415)
         <INTEREST-EXPENSE>                                  0
         <INCOME-PRETAX>                                     0
         <INCOME-TAX>                                        0
         <INCOME-CONTINUING>                                 0
         <DISCONTINUED>                                      0
         <EXTRAORDINARY>                                     0
         <CHANGES>                                           0
         <NET-INCOME>                                  (11,415)
         <EPS-PRIMARY>                                    (.00)
         <EPS-DILUTED>                                    (.00)
        


</TABLE>


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