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PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number: 2-99080
NATIONAL DIVERSIFIED SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2820379
- --------------------------- --------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Lester Morse P.C.
111 Great Neck Road, Suite #420
Great Neck, New York 11021
- --------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (516) 487-1419
--------------
Not Applicable
- -----------------------------------------------------------------
(Former name, former address and former fiscal year if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 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 ___.
6,548,870 Common Shares, $.001 par value were issued and
- -----------------------------------------------------------------
outstanding at September 30, 1996.
- ---------------------------------
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
September 30, 1996 (Unaudited) and
December 31, 1995
Consolidated Statements of Operations 4
Three and Nine Months ended September 30,
1996 and September 30, 1995 (Unaudited)
Consolidated Statements of Cash Flows 5
Nine Months Ended September 30, 1996 and
September 30, 1995 (Unaudited)
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION 8
SIGNATURES 9
EXHIBIT 10
2
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 279,420 $ 272,574
Interest receivable 961 2,160
----------- -----------
Total current assets 280,381 274,734
----------- -----------
TOTAL $ 280,381 $ 274,734
=========== ===========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 11,079 $ 6,389
----------- -----------
Total current liabilities 11,079 6,389
ACCRUED SALARIES - officer 58,750 58,750
----------- -----------
Total liabilities 69,829 65,139
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; authorized 30,000,000
shares, issued 6,553,870 shares 6,554 6,554
Additional paid-in capital 705,755 705,755
----------- -----------
Total 712,309 712,309
Deficit (501,752) (502,709)
----------- -----------
210,557 209,600
Less: 5,000 shares of treasury stock, at cost 5 5
----------- -----------
Total stockholders' equity 210,552 209,595
----------- -----------
TOTAL $ 280,381 $ 274,734
=========== ===========
</TABLE>
3
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
NINE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
REVENUES - interest $ 11,231 $ 11,629 $ 3,977 $ 3,982
GENERAL AND
ADMINISTRATIVE EXPENSES 10,274 9,546 2,856 2,533
------------ ------------ ------------- ------------
NET INCOME $ 957 $ 2,083 $ 1,121 $ 1,449
============ ============ ============= ============
NET INCOME PER SHARE, BASED ON THE
WEIGHTED AVERAGE SHARES OUTSTANDING $ - * $ - * $ - * $ - *
============ ============ ============= ============
NUMBER OF SHARES USED TO COMPUTE
INCOME PER SHARE 6,548,870 6,548,870 6,548,870 6,548,870
============ ============ ============= ============
</TABLE>
*Less than $.01 per share
4
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION> NINE
MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 957 $ 2,083
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization - 136
Changes in assets and liabilities:
Interest receivable 1,199 -
Accounts payable and accrued expenses 4,690 2,148
------------ ------------
Total adjustments 5,889 2,284
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,846 4,367
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 6,846 4,367
CASH AND CASH EQUIVALENTS - beginning 272,574 269,102
------------ ------------
CASH AND CASH EQUIVALENTS - ending $ 279,420 $ 273,469
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 404 $ -
============ ============
Cash paid for interest $ - $ -
============ ============
</TABLE>
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The attached summarized financial information does not include all
disclosures required to be included in a complete set of financial
statements prepared in conformity with generally accepted accounting
principles. Such disclosures were included with the consolidated financial
statements of the Company at December 31, 1995, included in its annual
report on Form 10-K. Such statements should be read in conjunction with
the data herein.
NOTE 2 - ADJUSTMENTS
The financial information reflects all normal recurring adjustments which,
in the opinion of management, are deemed necessary for a fair presentation
of the results for the interim periods. The results for the interim periods
are not necessarily indicative of the results to be expected for the year.
NOTE 3 - CASH EQUIVALENTS
Cash equivalents consist of an investment in short-term commercial paper
with maturities of less than ninety days.
NOTE 4 - ACCRUED SALARIES - OFFICER
Accrued salaries - officer represents $58,750 for the period December 1986
to November 22, 1989.
6
PAGE
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
During the Nine months ended September 30, 1996, the Company
had no revenues other than interest income since the Company
terminated its import and sale business operations in 1990. The
Company is presently exploring various business opportunities
that may be available to it. No assurances can be given that the
Company will be successful in completing a transaction to acquire
an operating business.
Liquidity and Capital Resources
Financing of the Company's activities has been provided from
the public sale of its securities for cash amounting to a net of
approximately $600,000. At September 30, 1996, the Company's
working capital amounted to $269,302 with cash assets of $279,420.
Management believes that its cash assets are adequate to meet the
Company's short term and long term liquidity and cash
requirements until such time, if ever, as the Company completes a
transaction to establish an operating business.
7
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings: None
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
11 Earning Per Share - See Consolidated
Statements of Operations
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the
quarter ended September 30, 1996.
8
PAGE
<PAGE>
NATIONAL DIVERSIFIED SERVICES, INC.
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.
NATIONAL DIVERSIFIED SERVICES, INC.
-----------------------------------
(Registrant)
Dated: November 13, 1996 /s/George Rubin
---------------------------------
George Rubin, President, Chief
Executive, Financial and
Accounting Officer
9
PAGE
<PAGE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 279,420
<SECURITIES> 0
<RECEIVABLES> 961
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 280,381
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 280,381
<CURRENT-LIABILITIES> 11,079
<BONDS> 0
<COMMON> 6,554
0
0
<OTHER-SE> 705,755
<TOTAL-LIABILITY-AND-EQUITY> 280,381
<SALES> 0
<TOTAL-REVENUES> 11,231
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,274
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 957
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 957
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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