RT INDUSTRIES INC
10QSB, 1996-05-15
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

 (MARK ONE)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

     [ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                                     0-20436
                             Commission File Number

                               RT INDUSTRIES, INC.
                 (Name of Small Business Issuer in its Charter)

         Delaware                                        65-0309477
 (State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)                             
                                       



    1875 East Lake Mary Boulevard                           32773
          Sanford, Florida                                (Zip Code)
(Address of principal executive offices)
              65-0309477
                       

 
Issuer's telephone number, including area code:  (407) 322-8000

                                      None
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)



     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 outstandfing of each of the issuer's classes of common
stock, as of the latest practicible date.



 Class                                              Outstanding at May 14, 1996
 -----                                              ---------------------------
Common Stock,  par value $.001 per share                       6,724,743

                  


<PAGE>




                          PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

     The  accompanying  financial  statements and  information  are submitted as
     required by Form 10-QSB.  The  financial  information  does not include all
     disclosures that are required by generally accepted accounting principles.

     In the opinion of management, all adjustments that are necessary to present
     fairly, the financial  position of RT Industries,  Inc. (the "Company") for
     the periods included, have been made.

     It is suggested  that these  Consolidated  Financial  Statements be read in
     conjunction  with the Consolidated  Financial  Statements and notes thereto
     included  in the  Registrant's  Annual  Report on Form  10-KSB for the year
     ended December 31, 1995.



                                        1

<PAGE>



                               RT INDUSTRIES, INC.

                           Consolidated Balance Sheet
                                 March 31, 1996
                                   (Unaudited)





ASSETS

Current Assets:
   Cash                                                              $  256,167 
   Accounts receivable (net of allowance for
    doubtful accounts of $534,000)                                      881,184
   Inventory                                                          3,572,281
   Fixed assets held for sale                                           771,962
   Prepaid expenses                                                     312,924
                                                                        --------

          Total Current Assets                                        5,794,518

   Fixed assets (net of accumulated
    depreciation of $2,750,296)                                       3,571,074
   Other assets                                                          55,504
                

TOTAL ASSETS                                                         $9,421,096


   

                  The accompanying notes are an integral part of
                    these consolidated financial statements.


                                       2
<PAGE>





                               RT INDUSTRIES, INC.

                           Consolidated Balance Sheet
                                 March 31, 1996
                                   (Unaudited)



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
         Notes payable                                               $ 3,704,382
         Accounts payable & accrued expenses                           1,325,398
         Related party payable                                            45,000
                                                                     -----------

                  Total Current Liabilities                            5,074,780

Long-Term Liabilities:
         Notes payable                                                   323,513
         Related party payable                                           167,000
                                                                         -------

                  Total Liabilities                                    5,565,293

Stockholders' Equity:
         Common stock, $ .001 Par Value                                   6,017
         Additional paid-in capital                                   9,652,235
         Retained earnings                                           (5,802,449)
                                                                     -----------
                                                                   
                                                                      3,855,803
                                                                      ---------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $ 9,421,096
                                                                     ===========

                                       


                  The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        3
<PAGE>




                               RT INDUSTRIES, INC.

                        Consolidated Statements of Income
                                   (Unaudited)


                                                   Three Months Ended March 31,
                                                1996                      1995
                                           --------------               --------

Net Sales                                  $ 1,300,712              $ 2,627,726

Cost of goods sold                           1,409,517                2,114,175
                                            ------------             -----------

Gross Profit (Loss)                           (108,805)                 513,551
                                             ------------            -----------

Operating Expenses:
     Selling and delivery                     154,227                   218,097
     General and administrative               416,597                   471,007
     Interest                                  84,753                   123,436
     Provision for doubtful accounts            1,720                       -
                                             ------------               --------

                                               657,297                  812,540
                                             ------------               --------
Loss before income tax benefit
  and extraordinary item                      (766,000)                (298,989)
Income tax benefit                                -                    (110,000)
                                            --------------            ----------

Net Loss before extraordinary item         $  (766,102)                (188,989)
                                             ------------

Extraordinary item                         $    26,863              $ 1,255,814
                                             ------------            -----------

Net Income (Loss)                          $  (739,239)             $ 1,066,825
                                             ============            ===========

Net Loss per Share of Common Stock before
  Extraordinary Item                       $      (.15)             $      (.14)
                                             ===========             ===========
                                                         

Net Earnings (Loss) Per Share              $      (.14)             $       .81
  of Common Stock                           =============           ============




                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                        5

<PAGE>


                               RT INDUSTRIES, INC.

                 Consolidated Statements of Stockholders' Equity
                    For the Three Months Ended March 31, 1996
                                   (Unaudited)



COMMON STOCK       
  Balance - January 1, 1996                                       $       5,081
    
  Issuance of 885,600 shares of stock pursuant to
    a private placement offering                                            886
  Issuance of 50,000 shares of stock pursuant to a
    professional services agreement                                          50

  Balance - March 31, 1996                                        $       6,017
                                                                   =============

ADDITIONAL PAID-IN CAPITAL
  Balance - January 1, 1996                                       $   8,547,136

  Issuance of 885,600 shares of stock pursuant to a private
    placement offering (net of offering expenses of $63,465)          1,042,649
  Issuance of 50,000 shares of stock pursuant to a
    professional services agreement                                      62,450

  Balance - March 31, 1996                                        $   9,652,235
                                                                   =============

RETAINED EARNINGS (DEFICIT)
  Balance - January 1, 1996                                       $  (5,063,210)

  Net Loss                                                             (739,239)

 Balance - March 31, 1996                                         $  (5,802,449)
                                                                      ==========
  
TOTAL STOCKHOLDERS' EQUITY                                        $   3,855,803
                                                                   =============




                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        6


<PAGE>


                               RT INDUSTRIES, INC.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                   Three Months Ended March 31,
                                                   1996                    1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) income                                 $  (739,239)     $  1,066,825
                                                    ----------       -----------

Adjustments  to  reconcile  net  income  (loss)
to net cash  provided  (used) by operating activities:

 Depreciation                                         153,056           154,594
 Amortization                                          33,000            60,996
 Provision For doubtful accounts                        1,720               -
 Issuance of common stock as payment
   for professional services                           62,500               -
 Extraordinary item - cancellation of debt income     (26,863)       (1,255,814)

(Increase) Decrease In:
 Accounts receivable                                   20,111           235,147
 Inventory                                            249,546           113,592
 Prepaid expenses                                       7,566           128,520
 Other assets                                             -               5,421

Increase (Decrease) In:
 Accounts payable and accrued liabilities            (149,035)       (1,247,693)
   
  Total Adjustments                                   351,601        (1,805,237)
                                                    -----------     ------------

  Net Cash Flows from Operating Activities           (387,638)         (738,412)
                                                    -----------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                            (17,210)          (19,978)
                                                    -----------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net payments under note payable to bank              (491,277)         (267,366)
Stockholder advances                                      -             750,000
Notes payable - net                                   (12,660)          214,243
Sale of common stock                                1,043,535               -
                                                    ----------         ---------

  Net Cash Flows from Investing Activities            539,598           696,877
                                                    -----------       ----------

NET INCREASE (DECREASE) IN CASH                       134,750           (61,513)

CASH - beginning of year                              121,417           186,837
                                                    -----------       ----------

CASH - end of period                               $  256,167       $   125,324
                                                    ===========      ===========

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        7

<PAGE>





                               RT INDUSTRIES, INC.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                  - continued -


                                                   Three Months Ended March 31,
                                                   1996                    1995

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                             $    84,753       $  123,436
                                                   ============       ==========
Cash paid for income taxes                         $       -         $      -
                                                   =============        ========

Non-Cash Investing and Financing Activities
 Notes payable - issued in exchange for professional
  services contracts                               $       -         $  500,000
 Common stock issued as repayment for notes payable        -            100,000
 Notes payable exchanged for common stock                  -           (100,000)
 Common stock issued in exchange for
  professional services                            $    62,500       $  200,000
                                                   ============      ===========















                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        8


<PAGE>




                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements
                               
                                 March 31, 1996
                                   (Unaudited)



                                                        





NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Business Operations and Organization

          The  Company,  which was  formed on  January  16,  1992,  now owns and
          operates the following companies:

                             Ultra Brake Corporation
                        Ultratech of South Florida, Inc.
                             Roinco Worldwide, Inc.
                                RT Friction, Inc.


          b.   Unaudited Interim Statements

          The financial  statements as of March 31, 1996 and for the three month
          periods ended March 31, 1996 and 1995 are unaudited.  However,  in the
          opinion of management  all  adjustments  (consisting  solely of normal
          recurring adjustments) necessary to reflect a fair presentation of the
          financial  statements  for these interim  periods have been made.  The
          results for the interim  periods ended March 31, 1996 and 1995 are not
          necessarily indicative of the results to be obtained for a full fiscal
          year.


NOTE 2: INVENTORY

          Major inventory components as of March 31, 1996 were as follows:

                  Raw materials                      $ 1,025,904
                  Work in process                        182,005
                  Finished goods                       2,364,372
                                                      -----------

                           Total                     $ 3,572,281
                                                      ===========

                                        9


<PAGE>


                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements

                                 March 31, 1996
                                   (Unaudited)
                                  - continued -



NOTE 3: EARNINGS PER SHARE
                                                      
     For the three months ended March 31, 1996 and March 31, 1995, the number of
     shares  used  in  computing  the  per  share  earnings  was  5,132,445  and
     1,324,476,  respectively.  On February 15, 1995 the Company  effected a one
     for five  reverse  stock  split for  shareholders  of record on January 20,
     1995.  All  references  in the financial  statements  to average  number of
     shares  outstanding and per share amounts have been restated to reflect the
     reverse stock split.


NOTE 4: NOTES PAYABLE

     The closing of the  Company's  manufacturing  facility  in  Caruthersville,
     Missouri  resulted in a default with respect to certain equipment loans. As
     a result of the default and the  acceleration  of the payment of the loans,
     $258,000 has been  classified  as a current  liability in the  Consolidated
     Balance Sheet.  The Company and certain of the lenders who collectively had
     a principal balance of approximately  $424,000 agreed to settle their loans
     for  $212,000,  plus a portion  of the  accrued  interest.  The  Company is
     currently  negotiating with the remaining  lenders to settle their loans on
     terms satisfactory to all parties.

     Among other things, the aforementioned  defaults and the composition of its
     trade  debt (see Note 5), has  caused  the  Company  to be in default  with
     respect to certain  covenants  contained its loan  agreement  with Congress
     Financial  Corporation  ("Congress").   Although  aware  of  the  defaults,
     Congress  continues  to fund the credit  line.  Congress  has not  formally
     waived the Company's  defaults  and, as such,  can cease funding the credit
     line  and/or  accelerate  the  loan  and  demand  payment  in  full  of the
     outstanding  balance.  Accordingly,  the  Congress  line of credit has been
     classified in the Consolidated Balance Sheet at March 31, 1996 as a current
     liability.


                                       10
<PAGE>



                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements

                                 March 31, 1996
                                   (Unaudited)
                                  - continued -


NOTE 5: THE COMPOSITION

     In connection  with a debt  restructuring,  the Company called a meeting of
     its Unsecured  Trade  Creditors  ("Trade  Creditors")  on August 2, 1994 to
     discuss the  feasibility of a non-judicial  work-out of its Unsecured Trade
     Debt  ("Trade  Debt")  approximating  $3,032,000.  At the time the  Company
     called the creditors'  meeting,  its cash flow was insufficient to allow it
     both to meet its payable obligations and to support its desired growth. The
     creditors'   meeting   was   attended  by  Trade   Creditors   representing
     approximately  70% of  the  Debt.  Pursuant  to the  meeting,  a  Creditors
     Committee  was  formed  and  the  Company  entered  into  a  memorandum  of
     understanding  with the Committee pursuant to which the Company agreed that
     subject to acceptance  of Trade  Creditors  holding 90% of the  outstanding
     Debt it would offer the Trade Creditors two proposed  methods of payment of
     the Trade Debt as set forth below:

     (a)  Proposal No. 1 - Thirty five (35%) percent of the Debt,  (35% for each
          $1.00  owed)  to be  paid in cash  within  ten  (10)  days  after  the
          Effective Date.

     (b)  Proposal  No. 2 - One Hundred  (100%)  percent of the Debt  payable in
          cash as follows:

                 
          (i)  Five (5%)  percent of the Debt  payable  in cash  within ten (10)
               days after the Effective Date.

          (ii) Five  (5%)  percent  of the  Debt  payable  in cash  with six (6)
               months, and twelve (12) months, respectively, after the Effective
               Date.

          (iii)Seven and one-half  (7-1/2%)  percent of the Debt payable in cash
               within  eighteen (18) and twenty four (24) months,  respectively,
               after the Effective Date.

          (iv) Ten (10%) percent of the Debt payable in cash within thirty (30),
               thirty six (36), forty eight (48) months, respectively, after the
               Effective Date; and

                                       11


<PAGE>


                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements

                                 March 31, 1996
                                   (Unaudited)
                                  - continued -



NOTE 5: THE COMPOSITION (continued)

          (v)  Fifteen  (15%)  percent of the Debt  payable in cash within fifty
               four  (54)  and  sixty  (60)  months,  respectively,   after  the
               Effective Date.

          In  addition,  if net  income  after  taxes  of the  Company  and  its
          Subsidiaries on a consolidated  basis exceeds $1,000,000 in any fiscal
          year (excluding gain realized as a result of the  Composition),  fifty
          (50%)  percent  of the  excess  will be paid  to the  Trade  Creditors
          accepting  Proposal No. 2 and applied to the installment  payments due
          in the inverse order of the due dates.
 
          On January 19, 1995, the Company entered into a Composition  Agreement
          with the Creditors  Committee setting forth the Company's  obligations
          with respect to the repayment of the Trade Debt.

          In February,  1995, the Creditors Committee sent out notices to all of
          the Trade Creditors  setting forth the proposed  Composition  together
          with the  request  that such  Trade  Creditors  advise  the  Creditors
          Committee  through  submission of their ballots  whether they would be
          participating  in the  Composition  and, if so, which of the Proposals
          whey would be  choosing.  On March 7, 1995,  approximately  91% of the
          Trade  Creditors,   representing  approximately  $2,732,000  in  Debt,
          elected  to   participate   in  the   Composition   (Trade   Creditors
          representing  approximately $2,500,000 of the Debt accepted Proposal 1
          with the balance,  approximately  $232,000 of Debt, accepting Proposal
          2).

          On March 7, 1995,  the Creditors  Committee  declared the  Composition
          effective.  In addition,  subsequent  to March 7, 1995,  the Creditors
          Committee contacted those Trade Creditors who failed to respond to the
          initial  solicitation  to determine  whether such Trade Creditors were
          interested in participating in the Composition. The Company is waiting
          for responses from these Trade Creditors. The Company anticipates that
          it will be able to enter  into  satisfactory  arrangements  with these
          Trade Creditors.

                                       12

<PAGE>


                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements

                                 March 31, 1996
                                   (Unaudited)
                                  - continued -


NOTE 5: THE COMPOSITION (continued)

     To fund the  Composition,  the Company (i)  borrowed  $750,000  from Ronald
     Tygar, its then President and principal  shareholder,  pursuant to a demand
     note dated March 17,1995; (ii) utilized a $100,000 good faith deposit which
     was held by the Creditors  Committee (as a condition to proceeding with the
     structuring  of the  Composition,  the  Company  was  required  to  deposit
     $100,000  with  the  Creditors   Committee,   to  be  applied   toward  the
     satisfaction of Claims pursuant to the  Composition);  and (iii) obtained a
     commitment for a $200,000 credit line overdraft from its principal lender.

     On March 17, 1995, the Company made its first distribution  pursuant to the
     Composition  Agreement.  All Trade Creditors  accepting Proposal 1 received
     $.35 for each $1.00 of Debt  (approximately  $875,000 in the aggregate) and
     Trade Creditors  accepting Proposal 2 received an initial installment equal
     to $.05 for each $1.00 of Debt (approximately $11,000 in the aggregate). In
     order to fund the first  distribution,  the Company  applied  the  $750,000
     borrowed from Ronald Tygar and the $100,000  good faith deposit  previously
     made with the  Creditors  Committee.  The balance  was funded from  working
     capital.  A second and third  distribution of $38,000 and $65,000 were made
     on April 18, 1995 and December 20, 1995, respectively. The next installment
     due under  the  terms of the  Composition  Agreement  is for  approximately
     $25,000 and is payable in September, 1996.

NOTE 6: SUBSEQUENT EVENTS

     Subsequent to March 31, 1996, the Company  initiated a private placement of
     its securities in the form of a units offering in order to raise additional
     working  capital  and pay down debts.  Each unit in the  private  placement
     consists  of one share of the  Company's  common  stock and two  redeemable
     common stock purchase warrants and is offered at a price of $1.25 each. The
     common  stock  warrants  enable the  holders to  purchase  one share of the
     Company's  common  stock at a price of $4.20,  subject to  adjustment.  The
     "Warrants"  are  redeemable  at the option of the  Company at a  redemption
     price of $.005 per warrant under certain conditions.  The private placement
     memorandum  requires a minimum  purchase of 400,000  units and a maximum of
     1,600,000 units.

                                       13
<PAGE>

                               RT INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements

                                 March 31, 1996
                                   (Unaudited)
                                  - continued -


NOTE 6: SUBSEQUENT EVENTS (continued)

     However,  on March 29, 1996,  the Company  Board of  Directors  unanimously
     approved an increase in the maximum  units  available  for sale by 800,000,
     subject to such other  necessary  actions as  determined  by the  Company's
     attorneys. As of May 3, 1996, the Company has sold 1,593,600 units, and has
     received proceeds from the offering of $1,881,430 (net of offering expenses
     of $110,570).

                                       14

<PAGE>



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

     The  Company has  continued  to direct its efforts  towards  resolving  the
     various  remaining issues and obligations that have arisen from its program
     for restructuring  and  consolidation of the Company's  operations which it
     had undertaken in the third quarter of 1994.

     During the first  quarter of 1995,  the Company  entered into a Composition
     Agreement   (the   "Composition")   with  its  trade   creditors  (See  the
     "Composition" for details).  As a result thereof,  the Company successfully
     completed a  non-judicial  work-out of  approximately  $3,032,000  of trade
     debt.

     In order to fund the  Composition,  the (i) borrowed  $750,000  from Ronald
     Tygar,  its then President and principal  shareholder and his wife pursuant
     to a demand note dated March 17, 1995 which bears  interest at a rate of 7%
     per annum (ii) utilized a $100,000 good faith deposit which was held by the
     Creditors  Committee,  to be  applied  toward  the  satisfaction  of claims
     pursuant to the  Composition and (iii) obtained a commitment for a $200,000
     credit line overdraft from Congress Financial Corporation  ("Congress") the
     Company's  primary lender.  The first  distribution to the Trade Creditors,
     approximately  $886,000,  in the  aggregate,  was made on March 17, 1995. A
     second and third  distribution  of  approximately  $38,000 and $65,000 were
     made on April  18,  1995 and  December  20,  1995,  respectively.  The next
     installment  due  under  the  terms  of the  Composition  Agreement  is for
     approximately $25,000 and is payable in September, 1996.

     The Company was able to  successfully  refinance  its  existing  obligation
     under a $216,986 equipment note held by the City of Brownsville, Tennessee,
     relating to the Company's  discontinued  Brownsville facility.  The Company
     has  agreed to resume  payments  based on a revised  amortization  schedule
     which  was  reduced  by the  sale  of  certain  non-transferable  equipment
     (storage racks)  collateralized under the loan agreement.  The revised note
     requires  89  monthly  payments  commencing  November  1,  1995,  and bears
     interest  at  3.75%  and is  based  on a  remaining  principal  balance  of
     $203,000.

     The Company is also liable under a certain  mortgage note held by the State
     of  Tennessee,  relating  to its  purchase  of the  land  and  building  in
     Brownsville.  These assets are recorded as "fixed  assets held for sale" on
     the Company's  March 31, 1996 balance sheet.  The Company has recently been
     informed by the City of Brownsville  that there is an unrelated third party
     interested in purchasing  the property which would relieve the Company from
     its  obligation  under  the  aforementioned  mortgage  note.  The  City  of
     Brownsville  indicated  that the sale could be  completed by the end of the
     second quarter of 1996.
                                       15
<PAGE>

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources (continued)

     During 1995 the Company was able to negotiate  settlements with the holders
     of the certain  note  obligations  with an aggregate  principal  balance of
     approximately  $424,000 for lump sum payments of approximately  $212,000 in
     the aggregate,  plus a portion of the accrued interest.  The closing of the
     Company's  Missouri  brake lining plant and movement of its  inventory  and
     equipment to the Company's manufacturing plant in Sanford,  Florida in July
     1994,  constituted events of default under the lease for the Missouri plant
     and related equipment loan agreements.

     The Company is  currently  negotiating  with the  remaining  holders of the
     equipment  loans  totaling  $259,000.   The  Company  believes  that  these
     remaining loans will be settled at a discount, on terms satisfactory to all
     parties.  In addition,  the Company remains liable under the execution of a
     capital  lease  with the City of  Caruthersville,  Missouri.  Although  the
     Company has just begun  negotiations  regarding such property it feels that
     it will be able to reach a settlement beneficial to both parties.

     As a result of the Caruthersville lease and equipment note defaults and the
     Composition  Agreement,  the Company is in default  with respect to certain
     covenants contained in its loan agreement with Congress. Congress continues
     to fund the line of credit,  based on  revised  lending  formulas,  however
     Congress  has  not  agreed  to  formally  waive   Company's  loan  covenant
     violations  and could cease  funding the line of credit or  accelerate  the
     loan  repayment  term, or demand  payment in full of the  outstanding  loan
     balance.

     As of March 31,  1996,  the  Company was  indebted  to  Congress  under its
     secured line of credit for $1,950,465. The line of credit matures in April,
     1997 and  automatically  renews on a yearly  basis,  unless  terminated  by
     either party in accordance  with the loan  agreement,  bears  interest at a
     rate of 1.5% above the prime rate as  announced  by  Philadelphia  National
     Bank and is collateralized  by all of the assets of the Company,  excluding
     real  estate and  existing  first  liens on  equipment,  and is  personally
     guaranteed by Ronald Tygar.  In addition,  the Company is charged a monthly
     service fee of $4,000 during the term of the loan agreement.

     During the first quarter of 1996, the Company initiated a private placement
     of its  securities  in the form of a units  offering  to  raise  additional
     working capital.  Each unit in the private placement  consists of one share
     of the  Company's  common stock and two  redeemable  common stock  purchase
     warrants and is offered at a price of $1.25 each. The common stock warrants
     enable the holders to purchase one share of the Company's common stock at a
     price of $4.20. The warrants are redeemable at the option of the Company at
     a  redemption  price of $.005 per  warrant  beginning  six months  from the
     private placement closing date.


                                       16

<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Liquidity and Capital Resources (continued)

     The private  placement  memorandum  requires a minimum  purchase of 400,000
     units and a maximum of 1,600,000  units. As of May 3, 1996, the Company has
     sold  1,593,600  units  and has  received  proceeds  from the  offering  of
     $1,881,430  (net of offering  expenses  of  $110,570).  On March 29,  1996,
     through a Special Meeting of the Board of Directors, the Board voted on and
     unanimously  approved an action to increase the maximum units available for
     sale by 800,000 units.

     Notwithstanding the above, there still can be no assurance that the Company
     will have sufficient  funds to (i) meet its obligations with respect to the
     Missouri  Plant;  (ii) pay the Lenders or its  obligations  pursuant to any
     settlement  agreements  reached  with the  lenders;  (iii)  pay the  future
     installments which are due under the Composition; (iv) meet its obligations
     on  a  going  forward  basis;  or  (v)  repay  Congress  in  the  event  of
     acceleration  of the Congress  loan.  The Company is currently  negotiating
     with alternative funding sources,  but there can be no assurance that these
     or other  sources  will  provide the Company  with the capital  required in
     order to meet its obligations. Unless the Company's borrowing, as set forth
     in the loan  agreement  increase  as a result  of  increased  sales  and/or
     eligible inventories,  the Company may be required to, or otherwise deem it
     necessary  to  appropriate,  to file a petition  for  reorganization  under
     Chapter 11 of the Bankruptcy  Code.  The Company  cannot  ascertain at this
     time what the  effects of a  bankruptcy  filing  may have on the  Company's
     financial  statements and the value of the Company's issued and outstanding
     common stock.

Material Changes in Financial Condition

     The  Company's  inventory  decreased by $249,546 to $3,572,281 at March 31,
     1996 as compared to  $3,821,827  at December 31,  1995.  The decrease was a
     result of improved inventory management in response to the reduced level of
     sales.  Accounts  payable and accrued  expenses  decreased to $1,325,398 at
     March 31, 1996 from  $1,489,296  at December  31,  1995.  This  decrease of
     $163,898 is a result of utilizing the proceeds of the private  placement in
     order to pay down certain trade payables.  In addition,  as a result of the
     proceeds of the private  placement  the Company was able to reduce its note
     payable to Congress by $491,277  from  $2,441,742  at December  31, 1995 to
     $1,950,465  at March 31,  1996.  The Company was able to pay down this note
     obligation and remain at/or close to a borrowing level  satisfactory to the
     lender. During the first quarter Congress allowed the Company to create new
     borrowings  under the line of credit  which were  based on revised  lending
     formulas satisfactory to both Congress and the Company.

                                       17

<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Material Changes in Results of Operations

Quarter ended March 31, 1996
compared to March 31, 1995

     For the three  months  ended  March 31,  1996,  the  Company has a net loss
     before  extraordinary  item of  $766,102  as  compared to a net loss before
     extraordinary  item of $188,989  for the three months ended March 31, 1995.
     Net sales for the three months ended March 31, 1996 decreased by $1,327,014
     or 51% to $1,300,712  from  $2,627,726 for the three months ended March 31,
     1995.  The  decrease in net sales is directly  attributable  to the loss of
     certain  customers,  reduced  sales to certain  existing  customers and the
     Company's  impaired  ability to attract  new  customers  as a result of the
     Company's past financial difficulties. The Company believes that based upon
     the successful  completion of its  restructuring it can eliminate  customer
     concerns  regarding  the Company's  ability to deliver  orders at a maximum
     fill  rate  and in a timely  and  consistent  manner.  If the  Company  can
     successfully convey this to the marketplace it can regain the customer base
     it has lost and create an opportunity to attract potential new customers.

     Gross profit, as a percentage of sales,  decreased from 19.5% for the three
     months  ended March 31, 1995 to (8%) for the three  months  ended March 31,
     1996.  Although the Company was able to reduce fixed  expenses  included in
     Cost of Sales,  the  inability of the Company to generate  increased  sales
     volume offset much of the benefit.

     Selling and  delivery  expense  decreased  to $154,227 for the three months
     ended March 31, 1996 from  $218,097  for the three  months  ended March 31,
     1995.  The  decrease  of  $63,870  in  selling  and  delivery   expense  is
     attributable to the lower  commissions and freight costs as a result of the
     reduced level of sales.

     General and administrative  expenses decreased by $54,410 from $471,007 for
     the three  months  ended March 31, 1995 to  $416,597  for the three  months
     ended March 31, 1996. This decrease are a result of cost reductions arising
     from the Company's  continued efforts to reduce general and  administrative
     expenses.

     Interest  expense for the three  months ended March 31, 1996 was $84,753 as
     compared to  $123,436  for the three  months  ended  March 31,  1995.  This
     decrease of $38,683 is attributable to the reduced  borrowing levels on all
     of the Company's note obligations.

                                       18

<PAGE>





                           PART II. OTHER INFORMATION




ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits - None

Reports on Form 8-K

     No reports were filed by the Company on Form 8-K during the fiscal  quarter
     ended March 31, 1996.



                                       19

<PAGE>



                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  to  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


Dated:  May 14, 1996


                                           RT INDUSTRIES, INC.


                                           
                                   By:     John K. Kenney
                                           President and Chief Executive Officer
                                           (Principal Accounting Officer)





                                       20

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         121,417
<SECURITIES>                                         0
<RECEIVABLES>                                1,846,011
<ALLOWANCES>                                   534,000
<INVENTORY>                                  3,821,827
<CURRENT-ASSETS>                             5,255,255
<PP&E>                                       7,076,122
<DEPRECIATION>                               2,597,240
<TOTAL-ASSETS>                               9,734,137
<CURRENT-LIABILITIES>                        5,684,033
<BONDS>                                      6,245,130
                                0
                                          0
<COMMON>                                         5,081
<OTHER-SE>                                   3,483,926
<TOTAL-LIABILITY-AND-EQUITY>                 9,734,137
<SALES>                                      8,369,067
<TOTAL-REVENUES>                             8,369,067
<CGS>                                        9,025,924
<TOTAL-COSTS>                                9,025,924
<OTHER-EXPENSES>                             4,130,566
<LOSS-PROVISION>                               720,442
<INTEREST-EXPENSE>                             460,832
<INCOME-PRETAX>                            (5,968,697)
<INCOME-TAX>                                   772,999
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                              1,016,056
<CHANGES>                                            0
<NET-INCOME>                               (4,179,642)
<EPS-PRIMARY>                                   (1.46)
<EPS-DILUTED>                                   (1.46)
        

</TABLE>


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