NGT ENTERPRISES INC
10QSB, 1997-05-01
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: March 31, 1997

                         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, 1997, was 4,257,199.


<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

     The  condensed  financial  statements  for the period  ended March 31, 1997
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, 1997,  and the results of operations and
cash flows for the six-month periods ended March 31, 1996 and 1997.

     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, 1995 and
1996.

                                       2
<PAGE>


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

                                                                  March 31,
                                               September 30,        1997
                                                   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 1996 and
  March 31, 1997, 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 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,      1996     
     1997             1997
                                        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 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       1996        
   1997           to March 31,
                               30, 1995         30, 1996        Unaudited      
Unaudited            1997
                            ---------------  ---------------  -------------   
- ------------   ------------------     
<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
   ---------
   03-31-1997     Net loss                                (1,500)    (1,500)
                  --------       ----      ------        --------   --------
   03-31-1997     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 SIX MONTHS ENDED MARCH 31, 1997

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, 1996
and 1997 are not necessarily  indicative of the results that may be expected for
the fiscal year ending September 30, 1997.

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 March 31, 1997 was
4,257,199.

NOTE C--COMMITMENTS

     The Company had no lawsuits or  liabilities  pending at September  30, 1995
and 1996 and March 31, 1997.

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.  Rent of $500 per month was charged  until  December  31,
1996; thereafter the premises have been available on a rent-free basis.

                                       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,  1997 as  compared to the six  months
ended March 31, 1996.

     The Company  generated no revenues during the six month period ending March
31,  1997.  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 $-0- for the six months  ended
March 31, 1997 as compared to $1,500 in general and  administrative  expense for
the six months ended March 31, 1996.  The  activities of the Company  during for
the six months  ended March 31,  1996 and 1997  consisted  preparing  and filing
corporate  income tax  returns  and  filings  for the  Securities  and  Exchange
Commission.

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

     As of March 31, 1996 and 1997,  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 5, 1997

                                       10

<PAGE>

<TABLE> <S> <C>

         <ARTICLE>                     5
         <LEGEND>
          Financial Data Schedule for 10QSB - 03-31-97 for NGT Enterprises, Inc.
         </LEGEND>
       
         <S>                                            <C>
         <PERIOD-TYPE>                                  6-MOS
         <FISCAL-YEAR-END>                              SEP-30-1997
         <PERIOD-START>                                 OCT-01-1996
         <PERIOD-END>                                   MAR-31-1997
         <CASH>                                              0
         <SECURITIES>                                        0
         <RECEIVABLES>                                       0
         <ALLOWANCES>                                        0
         <INVENTORY>                                         0
         <CURRENT-ASSETS>                                    0
         <PP&E>                                              0
         <DEPRECIATION>                                      0
         <TOTAL-ASSETS>                                      0
         <CURRENT-LIABILITIES>                           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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