SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 2054
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FIRST AMENDMENT
TO
FORM 10KSB
[/] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the fiscal year ended September 30, 1996
Commission File Number: 2-72849
N G T ENTERPRISES, INC.
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(Name of Small Business Issuer in its charter )
Delaware 11-2558192
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(State or other Jurisdiction (IRS Employer Identification
of Incorporation or Organization) Number)
100 Garden City Plaza, Suite 200
Garden City, New York 11530
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(Address of principal executive Offices) (Zip Code)
Issuer's telephone number: (516) 747-3354
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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.
[x] Yes [ ] No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]
State issuer's revenues for its most fiscal year $-0-.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
As of September 30, 1996, there were 4,257,199 shares of common stock
("Shares") outstanding having an aggregate market value of $212,860.
Documents incorporated by reference: None
2
<PAGE>
PART I
Item 1. Description of Business
The Registrant has been dormant, has conducted no operations and has
generated no revenues.
Item 2. Description of Property
As of September 30, 1996, the Registrant owned no property. Its office is
located in the office of its President.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market For Common Equity and Related Stockholder Matters
Present there is a limited market for the Registrant's common stock. During
the past two fiscal years, there was no bid price.
As of September 30, 1996, the Registrant had approximately 510
shareholders.
The Company has not declared any dividends and does not expect to do so in
the foreseeable future.
3
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
For the twelve months ended September 30, 1996 as compared to the twelve
months ended September 30, 1995
The Registrant has been inoperative. Sales, costs of goods sold, gross
profit, operating expenses and net profit were $-0- for the twelve months ended
September 30, 1995 and 1996. The activities of the Registrant during the twelve
months ended September 30, 1995 and 1996 consisted of preparing and filing
corporate income tax returns and filings for the Securities and Exchange
Commission.
Liquidty and Capital Resources
---------------------------------
As of Sepember 30, 1996, the Registrant's working capital was $-0-. The
Registrant's President has provided the necessary funds to sustain the
Registrant's existence until a new business purpose can be found.
Item 7. Financial Statements
a. Balance Sheet as of September 30, 1996
b. Statement of Operations for the two years ended September 30, 1995 and
1996
c. Statement of Cash Flows for the two years ended September 30, 1995 and
1996
d. Statement of Stockholders' Equity from the period of reorganization,
December 1, 1992, to September 30, 1996
e. Notes to Financial Statements
Item 8. Changes in and Disagreement With Accountants
Not applicable.
4
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons:
Compliance with Section 16(a) of the Exchange Act
Directors and Officers
- ----------------------
The following sets forth the names of the Company's directors and officers.
Directors of the Company are elected annually by the shareholders and the
oficers are appointed annually by the Board of Directors
Name Age Position Since
- ---- --- -------- -----
William J. Mueger 48 President, Treasurer 1995
and a Director
Alan Schabhuttl 45 Secretary and a Director 1989
William J. Mueger has been involved in corporate public relations for the
past seven years, most recently as President of John Joseph & Associates, Inc.
Alan Schabhuttl has been employed as an independent sales representative
for the automotive industries for the last six years.
Item 10. Executive Compensation
The officers and directors of the Company have not and currently are not
receiving any direct remuneration from the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of September 30, 1996, the number and
percentage of shares of the common stock of the Company, owned of record and
beneficially, by each officer and directors of the Company and by any other
person owning more than 5% of the Company's outstanding common stock and by all
officers and directors as a group.
Shares of
Name and Address Common Stock Percentage(1)
- ---------------- ------------ ------------
William J. Mueger 326,000 11.7%
2609 Grayson Drive
East Meadow, New York 11554
Alan Schabhuttl (2) 150,000 3.5%
1779 Henry Road
Merrick, New York 11566
John Joseph & Associates (3) 2,117,050 49.7%
100 Garden City Plaza
Suite 200
Garden City, New York 11530
- ---------------------------
(1) Based on 4,257,199 shares of common stock outstanding.
(2) Barbara Schabhuttle, wife of Alan Schabhuttl, owns 150,000 shares of
the Registant's common stock.
(3) Mr. Mueger is the President John Joseph & Associates, Inc.
Item. 11 Certain Relationships and Related Transactions
----------------------------------------------
On September 30, 1996, William J. Mueger, President, received 326,000
shares of common stock in consideration for the payment of $16,900 in expenses
by the Company's President on its behalf.
5
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201)-790-8775
Fax (201) 790-8845
To The Board of Directors and Shareholders
of NGT Enterprises, Inc. (a development company)
I have audited the accompanying balance sheet of NGT Enterprises, Inc. (a
development stage company) as of September 30, 1996 and the related statements
of operations, cash flows and shareholders' equity for the years ended September
30, 1995 and 1996. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NGT Enterprises, Inc. (a
development stage company) as of September 30, 1996 and the related statements
of operations, shareholders' equity and cash flows for the years ended September
30, 1995 and 1996 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that NGT
Enterprises, Inc. (a development stage company) will continue as a going
concern. As more fully described in Note 2, the Company is dependent upon the
resources of the Company's management for its continued existence. Since its
reorganization, the Company's activities have been limited to the seeking of a
new business purpose and the sale of shares of common stock in connection with
its reorganization. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans as to these matters
are described in Note 2. The financial statements do not include any adjustments
to reflect the possible effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from
the possible inability of NGT Enterprises, Inc. (a development stage company) to
continue as a going concern.
/s/ Thomas P. MOnahan
----------------------
Thomas P. Monahan, CPA
December 16, 1996
Paterson, New Jersey
F-1
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEET
September 30,
1996
-------------
Assets
Cash $-0-
Total assets $-0-
====
Liabilities and Stockholders Equity
Current liabilities
Accounts payable
Total liabilities $-0-
====
Stockholders' Equity
Common stock-$.0001 par value each,
authorized 12,000,000 shares;
the number of shares of outstanding
at September 30, 1996 was
4,257,199 shares $426
Additional paid in capital 16,867
Deficit accumulated during development stage (17,293)
--------
Total stockholders equity $-0-
--------
Total liabilities and stockholders equity $-0-
========
See accompanying notes to financial statements.
6
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the year For the year For the period from
ended ended December 1, 1992
September 30, September 30, (reorganization) to
1995 1996 September 30, 1996
------------ ------------ -------------------
Income $-0- $-0- $-0-
Operations:
General and administration -0- 16,900 16,900
Amortization -0- -0- -0-
--- ------ ------
Total expense $-0- $16,900 $16,900
Net Profit (Loss)
from operations $-0- $(16,900) $(16,900)
==== ========= =========
Net income per share $-0- $-0- $-0-
==== ========= =========
Total number of shares
outstanding 4,257,199 4,257,199 4,257,199
========= ========= ==========
See accompanying notes to financial statements.
7
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the year For the year For the period
ended ended December 1, 1992
September 30, September 30, (reorganization)
1995 1996 to September 30, 1996
------------- ------------- ---------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $-0- $(16,900) $(16,900)
Amortization -0- -0- -0-
---- --------- ---------
TOTAL CASH FLOWS FROM -0- (16,900) (16,900)
OPERATIONS
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of Common stock 16,900 16,900
------ ------
TOTAL CASH FLOWS FROM -0- 16,900 16,900
FINANCING ACTIVITIES
NET INCREASE (DECREASE) IN -0- -0- -0-
CASH
CASH BALANCE BEGINNING OF -0- -0- -0-
--- --- ---
PERIOD
CASH BALANCE END OF $-0- $-0- $-0-
PERIOD ==== ==== ====
See accompanying notes to financial statements.
8
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During
Common Common Paid-in Development
Date Stock Stock Capital Stage Total
---- ----- ------ ---------- ----------- -----
01-01-1993 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 (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-
========= ==== ======= ========= =======
See accompanying notes to financial statements.
9
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1996
Note 1. Organization of Company and Issuance of Common Stock
----------------------------------------------------
a. Creation of the Company
N G T Enterprises, Inc. (the "Company") was formed under the laws of the
state of Delaware on October 13, 1982 as Nuclear & Genetic Technology, Inc. The
Company is authorized to issue 12,000,000 shares of common stock with a par
value of $.0001 per share.
b. Description of the Company
The Company is considered to be a development stage company since
December 1, 1992 with no operating history. The Company is dependent upon the
resources of the Company's management for its continued existence. The Company
will also be dependent upon its ability to raise additional capital to engage in
any business activity. Since its reorganization, the Company's activities have
been limited to the seeking of a new business.
c. Issuance of Common Stock
On September 30, 1996, the Company issued 326,000 shares of its common
stock in consideration for the payment of $16,900 in expenses by the Company's
President on its behalf.
Note 2. Summary of Significant Accounting Policies
------------------------------------------
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has had no
operations since December 1, 1992. The Company is dependent upon the resources
of the Company's management for its continued existence. The accompanying
balance sheet for September 30, 1996 and financial statements for the years from
September 30, 1995 and 1996, did not reflect any adjustments relating to the
recoverability and classifications of recorded assets or the amounts and
classifications of liabilities which might be necessary in the event the Company
cannot continue in existence. The Company will also be dependent upon its
ability to raise additional capital to engage in any business activity. Since
its reorganization, the Company's activities have been limited to the seeking of
a new business.
The financial statements presented consist of the balance sheet of as of
September 30, 1996 and the related statements of operations, retained earnings
and cash flows for the years ended September 30, 1995 and 1996.
b. Earnings per share
Earnings per share have been computed on the basis of total number of
shares outstanding. For the year ended September 30, 1996 was 4,257,199.
10
<PAGE>
N G T ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1996
c. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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.
Note 3. Related Party Transactions
--------------------------
a. Issuance of stock
On September 30, 1996, the Company issued 326,000 shares of common stock
in consideration for the payment on its behalf of $16,900 in expenses by its
president.
b. Leased Office Space
The Company occupies office space of an affiliate of its president at 100
Garden City Plaza , Suite 200, Garden City, New York 11530 on a month to month
basis at a rent of $500 per month.
Note 4. Income Taxes
-----------
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of September 30, 1996 the Company had
no material current tax liability, deferred tax assets, or liabilities.
Note 5. Development Stage Company
-------------------------
The Company is considered to be a development stage company since
December 1,1992 with no operating history. The Company is dependent upon the
resources of the Company's management for its continued existence. The Company
will also be dependent upon its ability to raise additional capital to engage in
any business activity. Since its reorganization, the Company's activities have
been limited to seeking a new business to develop or acquire.
Note 7. Litigation
----------
For the years ended September 30,1995 and 1996, the Company has not be
involved in litigation nor, is any litigation pending.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Plan of Operation
Results of Operations
---------------------------------------------------------
For the twelve months ended September 30, 1996 as compared to the twelve months
ended September 30, 1995. Sales, costs of goods sold and gross profit were $-0-
both for the twelve months ended September 30, 1995 and 1996. For the year ended
September 30, 1996, the Company expended $16,900 as general and administraive
expenses consisting of rent for $6,000, utilities and communications for $1,000,
accounting of $3,000, legal of $1,000 and due diligence, including travel and
related expenses of $5,900. The activities of the Company during for the twelve
months ended September 30, 1995 and 1996 consisted preparing and filing
corporate income tax returns and filings submitted to the Securities and
Exchange Commission and, during fiscal 1996, the search for a new target
business. Liquidity And Capital Resources
As of September 30, 1996, the Company's working capital was a $-0-. The
Company's president has provided the necessary funds to sustain the Company's
existence.
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for 10KSB - 09-30-96 for NGT Enterprises, Inc.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<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> 426
<OTHER-SE> 16,867
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,900
<LOSS-PROVISION> (16,900)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,900)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,900)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
