PRESSURE PIPING COMPONENTS INC
10-Q, 1996-10-10
NON-OPERATING ESTABLISHMENTS
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                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                     FORM 10-Q


              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                          SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended August 31, 1996
                                                 ---------------


                          Commission file number 0-12574
                                                 -------


                          Pressure Piping Components, Inc.                
        ------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)


        A Delaware Corporation                I.R.S Employer Identification
                                                         No.  11-2684265





              3333 New Hyde Park Road, North Hills, New York   11042


        Registrant's telephone number, including area code: (516) 365-4466




       Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 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    
                                                     ---     ---


          4,100,456 Common shares were outstanding as of October 9, 1996.
                                                                                
                                                                   
<PAGE>
                               

                         PRESSURE PIPING COMPONENTS, INC.
                         --------------------------------

                                       INDEX
                                       -----





                                                         Page
                                                        Number
                                                        ------

  Part I. Financial Information:


       Item 1.  Financial Statements:

                Balance Sheets as of
                  August 31, 1996 and May 31, 1996         1

                Statements of Operations for
                  the three months ended
                  ended August 31, 1996 and 1995           2  

                Statements of Cash Flows
                  for the three months ended              
                  August 31, 1996 and 1995                 3

                Notes to Financial Statements              4



       Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                            5


  Part II.  Other Information:

       Item 6.  Exhibits and Reports on Form 8-K           6

<PAGE>



                               PRESSURE PIPING COMPONENTS, INC.
                                          BALANCE SHEETS
                                           (Unaudited)


                                                            (000 Omitted)     
                                                    --------------------------
                                                    August 31,          May 31,
                                                       1996              1996 
                                                    ----------        --------

     ASSETS                 
 Current assets:
   Cash and cash equivalents                          $2,678            $2,658
                                                    --------          --------
     Total current assets                              2,678             2,658
                                                                                
 Other assets                                              1                 1
                                                     -------           -------
                                                      $2,679            $2,659
                                                     =======           =======



     LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Accrued expenses                                      $21               $20
                                                      ------            ------

     Total current liabilities                            21                20
                                                                                


 Stockholders' equity:
   Common stock                                          461               461
   Paid-in capital                                    11,803            11,803
   Accumulated deficit                                (9,423)           (9,442)
                                                     --------          --------
                                                       2,841             2,822
 Less:  Treasury stock at cost                           183               183
                                                     -------           -------
     Total Stockholders' Equity                        2,658             2,639
                                                     -------           -------
                                                      $2,679            $2,659
                                                     =======           =======





 See notes to consolidated financial statements.






                                        -1-


















<PAGE>


                         PRESSURE PIPING COMPONENTS, INC.
                            STATEMENTS OF OPERATIONS

                                   (Unaudited)





                                                         (000 Omitted)
                                                     -----------------
                                                     Three Months Ended
                                                     -------------------

                                                           August 31, 
                                                        1996        1995
                                                      --------     -------

 Investment income                                      $27           $31
                                                       
 General and administrative expenses                      8            5
                                                      ------       ------


 INCOME BEFORE INCOME TAX PROVISION                       19          26
                                                                        
 Income tax provision                                      -           -
                                                      -------     -------


    NET INCOME                                           $19         $26   
                                                      =======     =======

 Average Common shares outstanding                     4,100       4,100
                                                      =======     =======



 Net income per share                                    $-        $.01
                                                      ======     ======

 See notes to consolidated financial statements.




                                        -2-




<PAGE>
                             PRESSURE PIPING COMPONENTS, INC.
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)


                                                            (000 Omitted)
                                                         Three Months Ended
                                                         ------------------

                                                            August 31,
                                                        1996         1995
                                                      ---------    ---------
 Cash flows from operating activities:
     Net income                                          $19            $26
                                                                           

     Adjustments to reconcile net income
       to net cash provided by operating
       activities:
           Increase (Decrease) in accrued expenses         1             (1)
           Decrease in other assets                        -              9
                                                       ------        ------
             Net cash provided by operating
                    activities                            20             34
                                                                           
          


 Cash and equivalents - beginning of year              2,658          2,604
                                                     -------        -------
 Cash and equivalents - end of period                 $2,678         $2,638
                                                     =======        =======



 See notes to consolidated financial statements


                                       -3-






<PAGE>

                         PRESSURE PIPING COMPONENTS, INC.
                         --------------------------------

                           NOTES TO FINANCIAL STATEMENTS


  Note A - Basis of Presentation

       The accompanying finaincal statements of Pressure Piping Components,
  Inc. (Company) 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 of Regulation S-X.  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 adjustments (consisting of normal recurring
  accruals) considered necessary for a fair presentation have been included. 
  The results of operations of any interim period are subject to year-end audit
  and adjustments, and are not necessarily indicative of the results of
  Operations for the fiscal year.  Certain amounts previously reported to
  stockholders have been reclassified to conform to the current period
  presentation; these reclassifications were not material in amount.  For
  further information, refer to the financial statements and footnotes thereto
  included in the Company's annual report on Form 10-K for the year ended May
  31, 1996.

   

























                                        -4-

<PAGE>

  Item 2.   Management's Discussion and Analysis of Financial Condition and
            ---------------------------------------------------------------
            Results of Operations
            ---------------------



       With the sale of its last remaining operating assets on August 7, 1985,
  the Company effectively ceased its operations.  Since that time the Company
  has invested the funds generated from the sale of its former businesses
  primarily in U.S. Treasury Bills, U.S. government-backed municipal
  obligations and bank time deposits while it has explored several alternatives
  relating to the future of the Company including the acquisition of several
  businesses.

       While it has been the Company's intention to explore investment
  opportunities, our limited resources has made this task a difficult one.  At
  August 31, 1996, the Company had $2,678,000 of cash and cash equivalents, 
  primarily bank time deposits.  If a suitable investment opportunity does not
  develop, the Company intends to seek shareholder approval to dissolve the
  Company.

       Investment income has remained stable over the past two periods
  reflecting both consistent levels of cash invested and interest rates.

       The Company has adequate working capital and investment income to fund
  general and administrative expenses.


   























                                        -5-

<PAGE>

  PART II - OTHER INFORMATION
  ---------------------------

  Item 6.   Exhibits and Reports on Form 8-K
            --------------------------------

       None.
















































                                        -6-

<PAGE>
                                    SIGNATURES
                                    ----------



       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.



                           PRESSURE PIPING COMPONENTS, INC.





                           By: s/David A. Wingate                
                               ----------------------------------
                               David A. Wingate, President




                           By: s/Victor J. Galgano               
                               ----------------------------------
                               Victor J. Galgano, Vice President
                                  & Chief Financial Officer




  Date:  October 6, 1996
         ---------------














                                        -7-


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                   <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-END>                               AUG-31-1996
<CASH>                                           2,678
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,678
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   2,679
<CURRENT-LIABILITIES>                               21
<BONDS>                                              0
                              461
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     2,679
<SALES>                                              0
<TOTAL-REVENUES>                                    27
<CGS>                                                0
<TOTAL-COSTS>                                        8
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                     19
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                 19
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        19
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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