-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NGvWosYPKNqNMKMZqwZRYi/0FhDLfxg47DFzg5SgUU7tsRvp2WbRN1ACTDd+BNFG sKxwB6dBhMN0Tbz1itmsxQ== 0001013799-97-000048.txt : 19970912 0001013799-97-000048.hdr.sgml : 19970911 ACCESSION NUMBER: 0001013799-97-000048 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970828 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRONICS INTERNATIONAL INC CENTRAL INDEX KEY: 0001011733 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133859706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-28144 FILM NUMBER: 97671279 BUSINESS ADDRESS: STREET 1: 51 HUDSON POINT LN CITY: OSSINING STATE: NY ZIP: 10562 BUSINESS PHONE: 9149412863 MAIL ADDRESS: STREET 1: 51 HUDSON POINT LN CITY: OSSINING STATE: NY ZIP: 10562 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1997 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 0-28144 NUTRONICS INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Delaware 13-3859706 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 51 Hudson Point Lane, Ossining, New York 10562 (Address of principal executive offices) Registrant's telephone no., including area code: (914) 941-2863 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 APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding as of August 20, 1997 Common Stock, $.01 par value 8,759,170 TABLE OF CONTENTS Heading Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements . . . . . . . . . . . . . 1 Balance Sheets -- June 30, 1997 and December 31, 1996. . . . . . . . . . . . . . 2 Statements of Operations -- three and six months ended June 30, 1997 and 1996 and from inception on May 6, 1953 through June 30, 1997 . . . . 3 Statements of Stockholders' Equity . . . . . . 4 Statements of Cash Flows -- three and six months ended June 30, 1997 and 1996 and from inception on May 6, 1953 through June 30, 1997 . . . . 6 Notes to Consolidated Financial Statements . . 7 Item 2. Management's Discussion and Analysis and Results of Operations. . . . . . . . . . . . 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . 10 Item 2. Changes In Securities. . . . . . . . . . . . . 11 Item 3. Defaults Upon Senior Securities. . . . . . . . 11 Item 4. Submission of Matters to a Vote of Securities Holders . . . . . . . . . . . . . 11 Item 5. Other Information. . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . 12 -i- PART I Item 1. Financial Statements The following unaudited Financial Statements for the period ended June 30, 1997, have been prepared by Nutronics International, Inc. (the "Company"). NUTRONICS INTERNATIONAL, INC. FINANCIAL STATEMENTS June 30, 1997 and December 31, 1996 NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Balance Sheets ASSETS June 30, December 31, 1997 1996 (Unaudited) CURRENT ASSETS Cash $ - $ - Total Current Assets - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 2,500 $ - Total Current Liabilities 2,500 - STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock: 10,000 shares authorized of $100.00 par value, -0- shares issued and outstanding - - Common stock: 30,000,000 shares authorized of $0.01 par value, 8,759,170 shares issued and outstanding 87,592 87,592 Additional paid-in capital (deficit) (75,268) (76,351) Deficit accumulated during the development stage from May 22, 1995 (14,824) (11,241) Total Stockholders' Equity (Deficit) (2,500) - TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Statements of Operations (Unaudited) From Inception on May 6, For the Six Months For the Three Months 1953 Through Ended June 30, Ended June 30, June 30, 1997 1996 1997 1996 1997 REVENUES $ - $ - $ - $ - $ - EXPENSES - - - - - LOSS FROM DISCONTINUED OPERATIONS (NOTE 4) 3,583 1,037 3,583 381 102,416 NET INCOME (LOSS) $ (3,583) $ (1,037) $ (3,583) $ (381) $(102,416) NET INCOME (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ 0.00 NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Statements of Stockholders' Equity Deficit Additional Accumulated Paid-in During the Preferred Stock Common Stock Capital Development Shares Amount Shares Amount (Deficit) Stage Inception, May 6, 1953 - $ - - $ - $ - $ - Preferred stock issued at $1.00 per share 10,000 1,000,000 - - (990,000) - Common stock issued at $0.01 per share - - 7,759,170 77,592 - - Net loss from inception on May 6, 1953 through December 31, 1993 - - - - - (87,592) Balance, December 31, 1993 10,000 1,000,000 7,759,170 77,592 (990,000) (87,592) Net loss for the year ended December 31, 1994 - - - - - - Balance, December 31, 1994 10,000 $1,000,000 7,759,170 $77,592 $(990,000) $(87,592) NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Statements of Stockholders' Equity (Continued) Deficit Additional Accumulated Paid-in During the Preferred Stock Common Stock Capital Development Shares Amount Shares Amount (Deficit) Stage Balance, December 31, 1994 10,000 $ 1,000,000 7,759,170 $ 77,592 $(990,000) $(87,592) Preferred stock converted to common stock at $0.01 per share (Note 4) (10,000) (1,000,000) 1,000,000 10,000 990,000 - Quasi-reorganization (Note 5) - - - - (87,592) 87,592 Expenses paid on the Company's behalf by a shareholder (Note 6) - - - - 2,704 - Net loss for the year ended December 31, 1996 - - - - - (2,704) Balance, December 31, 1996 - - 8,759,170 87,592 (84,888) (2,704) Expenses paid on the Company's behalf by a shareholder - - - - 8,537 - Net loss for the year ended December 31, 1996 - - - - - (8,537) Balance, December 31, 1996 - - 8,759,170 87,592 (76,351) (11,241) Expenses paid on the Company's behalf by a shareholder - - - - 1,083 - Net loss for the six months ended June 30, 1997 (unaudited) - - - - - (3,583) Balance, June 30, 1997 (Unaudited) - $ - 8,759,170 $ 87,592 $(75,268) $(14,824) NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception For on May 6, For the Six Months the Three Months 1953 Through Ended June 30, Ended June 30, June 30, 1997 1996 1997 1996 1997 CASH FLOWS FROM OPERATING ACTIVITIES Loss from discontinued operations $(3,583) $(1,037) $(3,583) $(381) $(102,416) Loss on disposition of assets - - - - 87,592 Increase in accounts payable 2,500 - 2,500 - 2,500 Net Cash Provided (Used) by Operating Activities (1,083) (1,037) (1,083) (381) (12,324) CASH FLOWS FROM INVESTING ACTIVITIES - - - - - CASH FLOWS FROM FINANCING ACTIVITIES Additional capital contributed 1,083 1,037 1,083 381 12,324 Net Cash Provided (Used) by Financing Activities 1,083 1,037 1,083 381 12,324 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - - - - CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - - - - - CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ - $ - $ - $ - CASH PAID FOR Interest $ - $ - $ - $ - $ - Taxes $ - $ - $ - $ - $ - NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 1997 and December 31, 1996 NOTE 1 - ORGANIZATION AND HISTORY Nutronics International, Inc. (the Company) was incorporated under the laws of the State of Delaware on May 6, 1953. The Company was organized to engage in various oil and mining activities. The Company conducted limited oil and mining activities until its operations ceased. Over the course of years, the Company changed its name to attract new ownership. Following a name change from Extra Production Co., Inc. to SDE Robotics and Automation Corp. on August 19, 1983, the Company entered into an Agreement and Plan of Reorganization with Alpha Electronics Corp. The Company exchanged 125,000 shares of its authorized, but unissued common stock for all of the issued and outstanding stock of Alpha Electronics Corp. On August 10, 1984, the Company filed a Debtor's Petition for Relief under Chapter 11. An Order to Proceed under Chapter 7, reporting $1,390,000 of unsecured claims, was subsequently filed on November 7, 1984. On October 20, 1980, prior to entering into the Agreement and Plan of Reorganization with the Company, Alpha Electronics Corp. filed bankruptcy. The Company is presently seeking new business opportunities that hold a potential profit and is classified as a development stage Company as defined in SFAS No. 7. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. b. Loss Per Share The computation of loss per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. c. Provision For Taxes At June 30, 1997, the Company has net operating loss carryforwards of approximately $100,000 that may be offset against future taxable income through 2012. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance that the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforward are offset by a valuation account of the same account. d. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. NUTRONICS INTERNATIONAL, INC. (A Development Stage Company) Notes to the Financial Statements June 30, 1997 and December 31, 1996 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) e. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. f. Additional Accounting Policies Additional accounting policies will be determined when principal operations begin. g. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal, recurring nature. NOTE 3 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company. Until that time, shareholders of the Company have committed to meeting the Company's operating expenses. NOTE 4 - STOCK CONVERSION At a special meeting of the board of directors of the Company on May 22, 1995, it was resolved to convert 10,000 shares of the Company's issued and outstanding $100.00 par value preferred stock to 1,000,000 shares of the Company's $0.01 par value common stock. NOTE 5 - QUASI - REORGANIZATION On May 22, 1995, shareholders of the Company voted to effect a quasi- reorganization, whereby, the accumulated deficit of the Company was eliminated against the paid-in capital of the Company. NOTE 6 - RELATED PARTY TRANSACTIONS The Company has received advances from a certain shareholder in order to pay minimal operating expenses of the Company. As of June 30, 1997 and December 31, 1996, $1,083 and $8,537, respectively, was contributed to capital as a result of these advances. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations As of June 30, 1997, the Company remains a development stage company with no assets or capital and has had no operations or revenues since approximately 1984. The Company's operating expenses and the costs and expenses associated with the filing of the Company's registration statement on Form 10-SB with the Securities and Exchange Commission in 1996, were paid for by shareholders of the Company. It is anticipated that the Company will require only nominal capital to maintain its corporate and necessary funds will most likely be provided by the Company's officers, directors and/or shareholders in the immediate future. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a going concern. For the three and six month periods ended June 30, 1997 and 1996, the Company had no revenues and no expenses. The Company did report a loss from discontinued operations of $3,583 and $381 for the three months ended June 30, 1997 and 1996, respectively, and $3,583 and $1,037 for the six months ended June 30, 1997 and 1996, respectively. As a result of the reported loss from discontinued operations, the Company had a net loss of $3,583 and $381 for the three months ended June 30, 1997 and 1996, respectively, and a net loss of $3,583 and $1,037 for the six months ended June 30, 1997 and 1996, respectively. As of June 30, 1997, the Company had no assets and $2,500 in liabilities. In the opinion of management, inflation will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company related to it business and operations following a successful acquisition or merger. Plan of Operation During the remainder of 1997, the Company will continue to seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. However, there can be no assurance that the Company will be successful in its endeavors. In its search for business opportunities, management will follow certain procedures in order to identify and then negotiate with potential viable merger and acquisition candidates. Because the Company lacks funds, it may be necessary for its officers, directors and/or shareholders to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's officers and directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have its acquisition or merger partner provide their remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. If in the discretion of management the Company does seek financing, the most likely method available would be the private sale of the Company's securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. PART II Item 1. Legal Proceedings There are presently no material pending legal proceedings to which the Company is a party or to which any of its property is subject and, to the best of its knowledge, no such actions against the Company are contemplated or threatened. Item 2. Changes In Securities This Item is not applicable to the Company. Item 3. Defaults Upon Senior Securities This Item is not applicable to the Company. Item 4. Submission of Matters to a Vote of Security Holders This Item is not applicable to the Company. Item 5. Other Information This Item is not applicable to the Company. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedules (b) Reports on Form 8-K No report on Form 8-K was filed by the Company during the three month period ended June 30, 1997. 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. NUTRONICS INTERNATIONAL, INC. Date: August 27, 1997 By /S/ Edward F. Cowle (Signature) Edward F. Cowle, President, Chief Executive Officer and Director (Chief Financial Officer) Date: August 27, 1997 By /S/ Robyn Mancini (Signature) Robyn Mancini, Secretary / Treasurer and Director (Principal Accounting Officer) EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-QSB
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE NUTRONICS INTERNATIONAL, INC. FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 6-MOS DEC-31-1997 JUN-30-1997 0 0 0 0 0 0 0 0 0 2,500 0 0 0 87,592 (75,268) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .00 .00
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