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    March 31, 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          (I.R.S. Employer Identification Number)
incorporation or organization)


  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 March 31, 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' equity 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 quarter
ended March 31, 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 SHEET


<TABLE>
<CAPTION>
                                                                                  March 31,                December 31,
                                                                                    2004                       2003
                                                                                 (Unaudited)                 (Audited)
                                                                           ----------------------    ----------------------
ASSETS
   CURRENT ASSETS
<S>                                                                        <C>                       <C>
     Cash in bank                                                          $                6,665    $                7,740
     Prepaid expenses                                                                       1,000                         0
                                                                           ----------------------    ----------------------
                                                   TOTAL CURRENT ASSETS                     7,665                     7,740
                                                                           ----------------------    ----------------------

                                                                           $                7,665    $                7,740
                                                                           ======================    ======================

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

                                              TOTAL CURRENT LIABILITIES                    10,000                    10,000

   STOCKHOLDERS' EQUITY (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                                     (28,335)                  (28,260)
                                                                           ----------------------    ----------------------

                                   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                    (2,335)                   (2,260)
                                                                           ----------------------    ----------------------

                                                                           $                7,665    $                7,740
                                                                           ======================    ======================

</TABLE>

                                        3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                           3/14/90
                                                                     Three Months Ended                   (Date of
                                                                          March 31,                     inception) to
                                                                   2004               2003                 3/31/04
                                                            -----------------   -----------------  -----------------------
<S>                                                         <C>                 <C>                <C>
Net sales                                                   $               0   $               0  $                     0
Cost of sales                                                               0                   0                        0
                                                            -----------------   -----------------  -----------------------

                                              GROSS PROFIT                  0                   0                        0

General and administrative expenses                                        75               2,031                   28,335
                                                            -----------------   -----------------  -----------------------

                                                  NET LOSS  $             (75)  $          (2,031) $               (28,335)
                                                            =================   =================  =======================

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

Weighted average number of common shares
   used to compute net income (loss) per
   weighted average share                                           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
                                                                                                                     (Date of
                                                                              Three Months Ended March 31,         Inception) to
                                                                                2004               2003               3/31/04
                                                                         -----------------   -----------------  ------------------
OPERATING ACTIVITIES
<S>                                                                      <C>                 <C>                <C>
   Net (loss)                                                            $             (75)  $          (2,031) $          (28,335)
   Adjustments to reconcile net (loss) to cash used
     by operating activities:
       Increase in prepaid expenses                                                 (1,000)                  0              (1,000)
       Decrease in accounts payable                                                      0                (170)                  0
                                                                         -----------------   -----------------  ------------------
                                                          NET CASH USED
                                                BY OPERATING ACTIVITIES             (1,075)             (2,201)            (29,335)

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

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

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

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

                                            INCREASE (DECREASE) IN CASH
                                                   AND CASH EQUIVALENTS             (1,075)              7,799               6,665

Cash and cash equivalents at beginning of year                                       7,740               2,050                   0
                                                                         -----------------   -----------------  ------------------

                                              CASH AND CASH EQUIVALENTS
                                                       AT END OF PERIOD  $           6,665   $           9,849  $            6,665
                                                                         =================   =================  ==================

</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 $75 during the quarter ended March 31, 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 March 31, 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 14 Code of Ethics
                  Exhibit 31.1 CEO Certification
                  Exhibit 32.1 CFO Certification


         (b)      Reports on Form 8-K None.



                                       6
<PAGE>



                                   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:  May 7, 2004           /s/ W. Reed Jensen
         ----------           -----------------------------------
                              W. Reed Jensen, President and Director



                                       7





<PAGE>
                                                                      Exhibit 14


                 Code of Ethics for Senior Financial Officers

This code of ethics for Senior Financial Officers has been adopted by the Board
of Directors of Ultronics Corporation ("the Company") to promote honest and
ethical conduct, proper disclosure of financial information in the Company's
reports, and compliance with applicable laws, rules and regulations by the
Company's senior officers who have financial responsibilities.

                                  Applicability

As used in this code, the term Senior Financial Officer means the Corporation's
Chief Executive Officer, Chief Financial Officer and Controller.

                            Principles and Practices

In performing his or her duties, each of the Senior Financial Officers must:

1.   Maintain high standards of honest and ethical  conduct and avoid any actual
     or apparent conflict of interest.

2.   Report  to the  Audit  Committee  of the  Board of  Directors  (or  persons
     performing  the  equivalent  functions)  any conflict of interest  that may
     arise and any material transaction or relationship that reasonably could be
     expected to give rise to a conflict,

3.   Provide,  or  cause  to be  provided,  full,  fair,  accurate,  timely  and
     understandable  disclosure in reports and documents  that the Company files
     with the SEC and other regulatory organizations,  State and Federal, and in
     other public communications.

4.   Comply  and take all  reasonable  actions  to cause  others to comply  with
     applicable governmental laws, rules, regulations and

5.   Promptly  report  violations to the  appropriate  committee of the Board of
     Directors.

6.   Senior  Financial  Officers  must also  comply  with the Code of Ethics and
     Standards of Conduct  applicable to the Corporation's  Directors,  officers
     and employees generally.

                                     Waiver

Any request for a waiver of any provision of this code must be in writing and
addressed to the Audit Committee. Waivers of the Senior Financial Officers code
of conduct in registered public companies must be reported on Form 8-K to the
Securities and Exchange Commission.

                          Compliance and Accountability

The Audit Committee will assess compliance with this code, report material
violations to the Board of Directors and recommend to the Board appropriate
action.

Approved:
W. Reed Jensen, CEO and CFO

Date: December 31, 2003


                                        8

<PAGE>

                                                                    Exhibit 31.1

                                 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:  May 7, 2004

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


                                        9

<PAGE>


                                                                    Exhibit 32.1

                    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
March 31, 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.


                                       By:

Date:  May 7, 2004                     /s/ W. Reed Jensen
                                       W. Reed Jensen
                                       Chief Financial Officer

                                       10