UNITED STATES
                       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    June 30, 2004
                               -----------------------

[]   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.     33-55254-38

                              ULTRONICS CORPORATION
        (Exact name of Small Business Issuer as specified in its charter)

         NEVADA                                         87-0485313
--------------------------------------------          ----------------------
(State or other jurisdiction of incorporation           (I.R.S. Employer
 or organization)                                       Identification Number)


  4348 Butternut Road, Salt Lake City, Utah              84124
-----------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)


Issuer's telephone number, including area code     (801)  272-2432
                                               ---------------------------------

         Indicate by check mark whether the Issuer (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 Issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

         Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date.

             Class                           Outstanding as of June 30, 2004
------------------------------------         -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 6,000,000 SHARES

                                        1

<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the six
months ended June 30, 2004, are not necessarily indicative of the results that
can be expected for the year ending December 31, 2004.


                                        2

<PAGE>



                              ULTRONICS CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                  June 30,                 December 31,
                                                                                    2004                       2003
                                                                                 (Unaudited)                 (Audited)
                                                                           ----------------------    ----------------------
ASSETS
   CURRENT ASSETS
<S>                                                                        <C>                       <C>
     Cash in bank                                                          $                5,544    $                7,740
     Prepaid expenses                                                                           0                         0
                                                                           ----------------------    ----------------------
                                                   TOTAL CURRENT ASSETS                     5,544                     7,740
                                                                           ----------------------    ----------------------

                                                                           $                5,544    $                7,740
                                                                           ======================    ======================

LIABILITIES & (DEFICIT)
   CURRENT LIABILITIES
     Accounts payable                                                      $                    0    $                    0
     Loan from shareholder                                                                 10,000                    10,000
                                                                           ----------------------    ----------------------

                                              TOTAL CURRENT LIABILITIES                    10,000                    10,000

   STOCKHOLDERS' (DEFICIT)
     Common Stock $.001 par value:
       Authorized - 100,000,000 shares
       Issued and outstanding 6,000,000 shares                                              6,000                     6,000
     Additional paid-in capital                                                            20,000                    20,000
     Deficit accumulated during the development stage                                     (30,456)                  (28,260)
                                                                           ----------------------    ----------------------

                                          TOTAL STOCKHOLDERS' (DEFICIT)                    (4,456)                   (2,260)
                                                                           ----------------------    ----------------------

                                                                           $                5,544    $                7,740
                                                                           ======================    ======================
</TABLE>


                                        3

<PAGE>



                              ULTRONICS CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                      3/14/90
                                           Three Months Ended                       Six Months Ended                 (Date of
                                                June 30,                                June 30,                   inception) to
                                        2004                2003                2004               2003               6/30/04
                                 ------------------  ------------------  -----------------   -----------------  ------------------
<S>                              <C>                 <C>                 <C>                 <C>                <C>
Net sales                        $                0  $                0  $               0   $               0  $                0
Cost of sales                                     0                   0                  0                   0                   0
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                GROSS PROFIT                      0                   0                  0                   0                   0

General and administrative
   expenses                                   2,121               1,302              2,196               3,333              30,456
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                    NET LOSS     $           (2,121) $           (1,302) $          (2,196)  $          (3,333) $          (30,456)
                                 ==================  ==================  =================   =================  ==================

Basic & diluted net income
   (loss) per weighted
   average share                 $              .00  $              .00  $             .00   $             .00
                                 ==================  ==================  =================   =================

Weighted average number of
   common shares used to
   compute net income
   (loss) per weighted
   average share                          6,000,000           6,000,000          6,000,000           6,000,000
                                 ==================  ==================  =================   =================
</TABLE>


                                        4

<PAGE>



                              ULTRONICS CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                      3/14/90
                                           Three Months Ended                       Six Months Ended                 (Date of
                                                June 30,                                June 30,                   inception) to
                                        2004                2003                2004               2003               6/30/04
                                 ------------------  ------------------  -----------------   -----------------  ------------------
OPERATING ACTIVITIES
<S>                              <C>                 <C>                 <C>                 <C>                <C>
   Net (loss)                    $           (2,121) $           (1,302) $          (2,196)  $          (3,333) $          (30,456)
   Adjustments to reconcile net
     (loss) to cash used by
     operating activities:
       Prepaid expenses                       1,000                   0                  0                   0                   0
       Accounts payable                           0                (340)                 0                (510)                  0
                                 ------------------  ------------------  -----------------   -----------------  ------------------
               NET CASH USED
                BY OPERATING
                  ACTIVITIES                 (1,121)             (1,642)            (2,196)             (3,843)            (30,456)

INVESTING
   ACTIVITIES                                     0                   0                  0                   0                   0
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                    NET CASH
          PROVIDED (USED) BY
         INVESTING ACTIVITIES                     0                   0                  0                   0                   0

FINANCING ACTIVITIES
   Loan proceeds from
     shareholders                                 0                   0                  0              10,000              10,000
   Proceeds from sale of
     common stock                                 0                   0                  0                   0              26,000
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                    NET CASH
                 PROVIDED BY
         FINANCING ACTIVITIES                     0                   0                  0              10,000              36,000
                                 ------------------  ------------------  -----------------   -----------------  ------------------

         INCREASE (DECREASE)
                 IN CASH AND
            CASH EQUIVALENTS                 (1,121)             (1,642)            (2,196)              6,157               5,544

Cash and cash equivalents
   at beginning of period                     6,665               9,849              7,740               2,050                   0
                                 ------------------  ------------------  -----------------   -----------------  ------------------

               CASH AND CASH
                 EQUIVALENTS
            AT END OF PERIOD     $            5,544  $            8,207  $           5,544   $           8,207  $            5,544
                                 ==================  ==================  =================   =================  ==================
</TABLE>






                                        5

<PAGE>



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

The Company has had no operational history and has yet to engage in business of
any kind. Expenses of $2,121 during the quarter ended June 30, 2004, and $2,196
for the six months ended June 30, 2004 are related to general expenses. All
risks inherent in new and inexperienced enterprises are inherent in the
Company's business. The Company has not made a formal study of the economic
potential of any business. At the present, the Company has not identified any
assets or business opportunities for acquisition.

The Company has limited liquidity and available capital resources, such as
credit lines, guarantees, etc. and should a merger or acquisition prove
unsuccessful, it is possible that the Company may be dissolved by the State of
Nevada for failing to file reports. Should management decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless.

Based on current economic and regulatory conditions, Management believes that it
is possible, if not probable, for a company like the Company, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic value for anyone taking
over control of the Company.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2004.
This evaluation was carried out under the supervision and with the participation
of our CEO and CFO, Mr. W. Reed Jensen. Based upon that evaluation, our CEO and
CFO concluded that our disclosure controls and procedures are effective in
timely alerting management to material information relating to us that is
required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our CEO and CFO, to allow
timely decisions regarding required disclosure.


                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports

         (a)      Exhibits
                  Exhibit 31.1 CEO Certification
                  Exhibit 32.1 CFO Certification

         (b)      Reports on Form 8-K None.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                              ULTRONICS CORPORATION


Dated:   July 15, 2004         /s/ W. Reed Jensen
         -------------         ---------------------------------------
                               W. Reed Jensen, President and Director


                                        6

<PAGE>



                                 Certifications

I, W.  Reed Jensen certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB of Ultronics
         Corporation;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statements of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations, and
         cash flows of the small business issuer as of, and for, the periods
         presented in this quarterly report;

     4.  I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) for the small business issuer and have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              small business issuer, including its consolidated subsidiaries, is
              made known to me by others within those entities, particularly
              during the period in which this quarterly report is being
              prepared;

         b.   Evaluated the effectiveness of the small business issuer's
              disclosure controls and procedures and presented in this report
              our conclusions about the effectiveness of the disclosure controls
              and procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c.   Disclosed in this report any changes in the small business
              issuer's internal control over financial reporting that occurred
              during the small business issuer's most recent fiscal quarter (the
              small business issuer's fourth fiscal quarter in the case of an
              annual report) that has materially affected, or is reasonably
              likely to materially affect, the small business issuer's internal
              control over financial reporting; and

     5.  I have disclosed, based on my most recent evaluation, to the small
         business issuer's auditors and the audit committee of small business
         issuer's board of directors (or persons performing the equivalent
         functions):

         a.   All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the small business
              issuer's ability to record, process, summarize and report
              financial information; and

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the small business
              issuer's internal control over financial reporting.


Date:    July 15, 2004

                              /s/ W. Reed Jensen
                           W. Reed Jensen, President,
                             CEO, CFO, and Director


                                        7

<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, W. Reed Jensen, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10QSB of Ultronics Corporation for the quarterly period ending
June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that the information contained in the
Quarterly Report on Form 10QSB fairly presents in all material respects the
financial condition and results of operations of Ultronics Corporation.


Date:    July 15, 2004             By:      /s/ W. Reed Jensen
     -------------------               ------------------------
                                   W. Reed Jensen, Chief Financial Officer

                                        8