SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No 33-21085
NEW SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 87-0454377
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3040 E. Commercial Blvd., Ft. Lauderdale, Florida 33308
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(Address of principal executive offices) (Zip Code)
(954) 772-2297
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(Registrant's telephone number, including area code)
5 Clancy Lane South, Rancho Mirage, California 92270
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(Former Address)
Indicate by check mark whether the registrant (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
registrant was required to file such report, and (2) has been subject to
such filing requirements for the past 90 days.
Yes (X) No ( )
Common Stock, $.001 par value 3,353,000
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Class Number of shares outstanding
INDEX
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Page
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PART I - FINANCIAL INFORMATION
Part I. Financial Information
Item 1. Financial Statements
Balance Sheet as of March 31, 2001 (unaudited) 2
Statement of Operations for the three month periods
ended March 31, 2001 and March 31, 2000 and from
inception, December 10, 1987 through March 31, 2001
(unaudited). 3
Statement of Cash Flows for the periods ended March
31, 2001 and March 31, 2000 and from inception,
December 10, 1987 through March 31, 2001 (unaudited). 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of
Operation 7
Part II. OTHER INFORMATION
Item 4. Submission to a Vote of the Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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New Systems. Inc.
Balance Sheet
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March 31, 2001
(unaudited)
ASSETS
Current Assets:
Cash in bank $ 15,000
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Total Current Assets $ 15,000
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Total Assets $ 15,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 15,000
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Total Liabilities $ 15,000
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Stockholder's Equity:
Common Stock $ 1,553
Additional paid-in capital $ 464,593
Deficit accumulated during development stage $ (466,146)
Stockholder's Equity $ 0
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Total Liability and Stockholders' equity $ 15,000
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The accompanying notes are an integral part of these
unaudited financial statements
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New Systems, Inc.
Statement of Operations
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(unaudited)
Cumulative from
December 10, 1987
For the Quarter Ended (Date of Inception)
March 31, through March 31,
2001 2000 2001
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General and Administrative Expenses $ 3,409 $ 6,353 $ 300,586
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Loss from continued operations (3,409) (6,353) (300,586)
Discontinued operations:
Loss from prior business discontinued 0 0 (349,672)
Gain from disposal of prior business 0 0 173,766
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Loss before extraordinary gain (3,409) (6,353) (476,492)
Extraordinary gain from forgiveness of debt 0 0 10,346
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Net Loss $ (3,409) $ (6,353) $ (466,146)
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Basic and diluted loss per share
Continued operations $ 0.00 $ (0.01)
Discontinued operations 0.00 0.00
Extraordinary gain 0.00 0.00
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Net loss per share $ 0.00 $ (0.01)
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Weighted average common shares used in
per share calculation 1,202,365 1,200,002
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The accompanying notes are an integral part of these
unaudited financial statements
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New Systems, Inc.
Statement of Cash Flows
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(unaudited)
Cumulative from
December 10, 1987
For the Quarter Ended (Date of Inception)
March 31, through March 31,
2001 2000 2001
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Cash flow from operating activities:
Net loss $ (3,409) $ (6,353) $ (466,146)
Adjustments for:
Changes in current assets and liabilities (9,520) 6,323 11,635
Other items 0 0 153,414
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Net cash flow provided (used) by operating
activities $ (12,929) $ (30) $ (301,097)
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Net cash flow from investing activities $ 0 $ 0 $ (46,015)
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Net cash flow from financing activities $ 27,000 $ 0 $ 362,112
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Net increase (decrease) in cash $ 14,071 $ (30) $ 15,000
Cash at beginning of period 929 1,047 0
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Cash at end of period $ 15,000 $ 1,017 $ 15,000
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The accompanying notes are an integral part of these
unaudited financial statements
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New Systems, Inc.
Notes to Financial Statements
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(unaudited)
NOTE 1. ACCOUNTING POLICIES AND OTHER DISCLOSURES
The condensed financial statements included in this Form I0-QSB Report
are unaudited and have been prepared to provide information with
respect to the interim three month periods ending March 31, 2001 and
2000, at a time when the Company is in a development stage, These
financial statements have also been prepared assuming that the Company
will obtain adequate financing to continue as a going concern. Due to
losses since its inception and inasmuch as the Company is currently not
engaged in any revenue producing activities, such financing will most
likely be obtained through the issuance of its equity securities. The
Company currently has 250,000,000 shares of common stock authorized for
issuance of which 1,553,000 shares are issued and outstanding as of May
8, 2001. The issuance of any additional shares of common stock will
result in dilution of the Company's current shareholders.
The Company is seeking to enter into a reorganization or merger with a
business venture or a business entity, which is currently or has the
potential to be successful. The Company can give no assurance that
such a business venture, entity or opportunity can be located. If the
Company should be successful in this endeavor, the consummation of such
transaction, either through a merger or other type of reorganization
would in all probability require that substantial additional shares of
common stock be issued. Such a transaction would accordingly
substantially dilute the Company's existing stockholders.
The Company's report on Form 10-KSB for the year ended December 31,
2000, contains financial statements which have been audited by an
independent certified public accounting firm and their report on the
Company's financial statements is contained therein. Additional
information regarding the Company's activities since inception, the
accounting policies followed by the Company and other pertinent
financial disclosures are contained in the footnotes accompanying the
audited financial statements in such Report. The footnotes to the
unaudited financial statements are an integral part of the financial
statements and have been prepared in conformity with generally accepted
accounting principles for the interim periods presented and in
accordance with the rules and regulations of the U.S. Securities and
Exchange Commission.
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Item 2. Management's Discussion and Analysis
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The Company is not currently engaged in any business operations but is
seeking a suitable business to acquire or an entity with which it can
enter into an acquisition, merger or similar combination transaction.
The form of any such reorganization cannot be determined until a
suitable business opportunity is presented. The Company has very
limited financial resources and therefore management is relying on its
recent shareholder association with Ram Venture Holdings Corp ("RAM")
to provide the Company with sufficient financial resources to continue
its search for an entity or business which the Company can acquire or
enter into a reorganization. Management is also relying on RAM to
provide introductions to individuals who may facilitate locating a
business or entity interested in being acquired or reorganizing with
the Company. The Company intends to take advantage of any reasonable
business proposal presented which management believes will provide the
Company and its stockholders with a viable business opportunity. The
board of directors will make the final decision in determining whether
to complete any acquisition or reorganization unless otherwise required
by applicable law, the articles of incorporation, its bylaws or by
contract. Consequently, specific, prior stockholders' approval of any
acquisition or reorganization may not be sought unless required.
Investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents,
and other instruments will require substantial time and attention from
management. Investigation will also result in the Company incurring
expenses for the payment of accountants, attorneys, and possibly others
involved in such an inquiry. If a decision is made not to consummate,
participate or complete the acquisition of a business opportunity,
expenses incurred will not be recoverable. Furthermore, there can be
no assurance that the Company's participation in any business
opportunity will ultimately be successful.
Management is not able to determine the amount of time or the resources
that will be necessary to locate, investigate and possibly acquire or
merge with a business prospect. If and when the Company locates a
business opportunity, and if an opportunity results in completion of
the intended transaction, there can be no assurance that after the
transaction is completed the Company will have any profitable
operations. The possibility also exists that the Company will never be
able to acquire, regardless of the form or manner of such intended
acquisition, any interest in any business prospect, products or
opportunities.
Management will give consideration to, and assess the potential
profitability and adequacy of the working capital of any business
operations which the Company may investigate and possibly acquire.
These are only some of the factors which management will utilize in
determining the terms and conditions under which the Company might
consummate any acquisition or reorganization. Potential business
opportunities, no matter which form they may take, will undoubtedly
result in substantial dilution for the Company's shareholders due to
the need for the issuance of additional shares of the Company's
existing common stock to acquire a business opportunity.
LIQUIDITY, CAPITAL RESOURCES AND RESULTS OF OPERATIONS
At March 31, 2001, the Company had $15,000 in current and total assets,
as compared to $929 at December 31, 2000, and no shareholders' equity
as compared to a shareholders' deficiency of ($38,591) at December 31,
2000. The increase in current and total assets was the result of the
Company's increase in cash and the increase in shareholders' equity was
the result of the Company's issuance of common stock during the period.
Working capital, if any, obtained in the future will be used to prepare
and file all periodic reports, as required by the Securities and
Exchange Act of 1934, for at least one year. During the corresponding
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period of the prior year, that is the quarter ended March 31, 2000, the
Company was not engaged in any business operations or in any other
commercial activities.
Since its inception on or about December 10, 1987, the Company has not
engaged any profitable operations and has utilized all funds received
from its initial public offering attempting to conduct viable
commercial operations, It is not anticipated that the Company will
generate any revenue in the future unless an operating business
opportunity is located and a merger or other form of reorganization is
consummated. The Company intends to investigate various business
opportunities. The effort will likely result in management incurring
out of pocket expenses and expenses associated with legal and
accounting services. Such costs and expenses will increase the
financial burden on the Company with no guarantee that any benefit will
result from the expenditures or from the efforts of management.
The Company currently has no employees and does not intend to employ
anyone in the future. The Company has maintained at no cost a mailing
address and telephone at the office of Mr. Lloyd T. Rochford, the
Company's former sole director and officer. During April, 2001, the
Company's mailing address and telephone were transferred to the offices
of Ram Venture Holdings Corp, a new major shareholder of the Company.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
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On March 1, 2001, at a special meeting, shareholders representing more
than fifty-seven percent (57%) of the shares eligible approved the
cancellation of shares of the Company's common stock previously issued
to insiders effective March 9, 2001 and a 4 for 1 forward split of its
Common Stock in which four (4) shares were issued for each one (1)
share of the Company's outstanding Common Stock (268,250 shares)
payable March 16, 2001 to shareholders of record as of March 13, 2001.
Item 5. Other Information
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On March 13, 2001, the Company sold 120,000 shares of its restricted
Common Stock to KM Financial, Inc. for $12,000, or $.10 per share and
issued 360,000 shares of restricted Common Stock for $250,000. In
addition, Ram Venture Holdings Corp. and its affiliates, purchased a
total of 819,984 shares, representing 52.8% of the company's Common
Stock.
Changes in Control of Registrant
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The Company has for some period of time been seeking to locate an
existing operating business with which the Company might enter into a
merger, acquisition or similar transaction. Despite investigation of
several possible merger or acquisition targets, the Company's efforts
have thus far been unsuccessful. As a result, the Company's
management determined to seek assistance in revitalizing those
efforts.
After several discussions, the Company reached agreement with RAM
Venture Holdings Corp. ("RAMV"), a publicly held Florida investment
management company, in which RAMV acquired a substantial ownership
position in the Company's Common Stock and assumed a leadership role
in continuing the Registrant's search for a suitable merger or
acquisition candidate. RAM Venture Holdings Corp. and affiliates of
RAM Venture Holding Corp. purchased a total of 819,984 shares,
representing 52.8% of the Company's Common Stock, including 360,000
shares of the Company's authorized, previously unissued Common Stock
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for assumption and payment of Company debt in the amount of Fifty
Thousand ($50,000.00) Dollars, or approximately $.14 per share.
With the new issuance stock purchased by RAM Venture Holdings Corp.,
the Company had 1,553,000 shares of its Common Stock issued and
outstanding.
Following the agreement, and following the acquisition of a majority
of the Company's Common Stock, the management and Board of Directors
of the Company were replaced in sequence by the management of Board of
Directors of RAM Venture Holdings Corp. Accordingly, following the
change in control, the Company's officers and directors are: Norman H.
Becker, Frank R. Bauer and Diane Martini.
On May 2, 2001, the Company issued an additional 1,500,000 restricted
shares of its authorized but previously unissued Common Stock to RAM
Venture Holdings Corp. for management, administration and consulting
services to be provided and 300,000 restricted shares of its
authorized but previously unissued Common Stock to KM Financial, Inc.
for consulting services rendered and to be rendered. Following those
new issuances, the number of issued and outstanding shares of the
Company's Common Stock is 3,353,000.
References made here to the number of shares of the Company's Common
Stock have taken into account a 4 to 1 forward split of the Company's
Common Stock which took effect on March 16, 2001. The forward split
resulted in four shares of the Company's common stock being exchanged
for every one share of currently outstanding stock
NORMAN H. BECKER has been a director of RAM Venture Holdings Corp.
since July 1, 1987. On January 15, 1993, Mr. Becker was appointed
that company's President. Since January, 1985, Mr. Becker has also
been self-employed in the practice of public accounting in Hollywood,
Florida. Mr. Becker is a graduate of City College of New York
(Bernard Baruch School of Business) and is a member of a number of
professional accounting associations including the American Institute
of Certified Public Accountants, the Florida Institute of Certified
Public Accountants and the Dade Chapter of Florida Institute of
Certified Public Accountants.
FRANK R. BAUER has been an Officer and a director of RAM Venture
Holdings Corp. since February 15, 1988 and its Vice President since
January 4, 1993 through September, 1996. Mr. Bauer was also President
and Chief Executive Officer of Specialty Device Installers, Inc., a
privately held Florida corporation engaged in outside plant utility
and construction contracting. In September of 1996 Specialty Device
Installers, Inc. was acquired by Guardian International, Inc. Mr.
Bauer is presently a manager at Guardian International, Inc. Mr.
Bauer holds the Bachelor of Business Administration Degree from
Stetson University in Deland, Florida.
DIANE MARTINI has been Secretary/Treasurer and a director of RAM
Venture Holdings Corp.since January 12, 1993. Ms. Martini is also
President and Chief Executive Officer of Financial Communications,
Inc., a privately held Florida public relations and business
consulting firm. Ms. Martini is married to the principal shareholder
or RAM Venture Holdings Corp., Ronald A. Martini.
While there can be no assurances given, the Company is optimistic that
with the incentive of ownership of a majority of the Company's issued
and outstanding Common Stock, RAM Venture Holdings Corp. will be able
to guide the Company to a suitable acquisition or merger transaction
for the ultimate benefit of all of the Company's shareholders.
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Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
The Registrant filed one Current Report on Form 8-K during the
quarter ended March 31, 2001. On March 20, 2001, the
Registrant filed a current report on Form 8-K dated March 16,
2001, reporting the changes in control of the Registrant
reflected in Part II, Item 5. of this Quarterly Report on Form
10-QSB.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEW SYSTEMS, INC.
May 11, 2001 BY:_____/s/ Norman H. Becker______
Norman H. Becker, President and
Director
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