SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ___________ Commission File: No. 0-2052 GODDARD INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2268165 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 705 Plantation Street, Worcester, Massachusetts 01605 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (508) 852- 2435 Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class of Number of Shares Outstanding Common Stock Outstanding at December 31, 1995 Common Stock, $.01 par value 2,032,804 Transitional Small Business Disclosure Format Yes ___ No _X_ GODDARD INDUSTRIES, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheet - December 31, 1995 and September 30, 1995........................................................ 3 Consolidated Statement of Income - Three Months Ended December 31, 1995 and December 31,1994.......................... 4 Consolidated Statement of Cash Flows - Three Months Ended December 31, 1995 and December 31, 1994......................... 5 Notes to Consolidated Financial..........Statements............... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 10 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8- K................................... 11 EXHIBIT (27) This schedule contains summary financial information extracted from Form 10-QSB and is qualified in its entirety by reference to such financial statements. 3-MOS Fiscal year end Sep 28 1996 Period start Oct 01 1995 Period end Dec 31 1995 CASH 137,511 SECURITIES 0 RECEIVABLES 806,110 ALLOWANCES 31,600 INVENTORY 3,012,124 CURRENT ASSETS 4,122,103 PP&E 3,347,774 DEPRECIATION 2,435,077 TOTAL ASSETS 5,200,797 CURRENT LIABILITIES 735,652 COMMON 20,328 OTHER 2,739,814 TOTAL LIABILITY 5,200,797 AND EQUITY SALES 1,791,242 TOTAL REVENUES 1,798,137 COS 1,200,956 TOTAL COSTS 382,065 INTEREST EXPENSES 28,004 LOSS PROVISION 3,000 INCOME PRETAX 187,112 INCOME TAX 77,900 NET INCOME 109,212 EPS .05 -12- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated as of March 26, 1996 GODDARD INDUSTRIES, INC. by /s/ Saul I. Reck Saul I. Reck, President, Chief Executive Officer and Principal Financial Officer - 13 -