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 quarterly period ended June 30, 2001
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[ ] 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 33-20185

NEW SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)

Nevada 87-0454377
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3040 East Commercial Blvd., Ft. Lauderdale, Florida 33308
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(Address of principal executive office and zip code)

(954) 772-2297
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(Issuer's telephone number)

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(Former name, former address, and former fiscal year,
if changed since last report)

Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the 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 at least
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:

On August 1, 2001, there were 3,353,000 shares of the Registrant's
Common Stock issued and outstanding, $.001 par value.

NEW SYSTEMS, INC.

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheet - June 30, 2001 (Unaudited)

Statement of Operations - Three months and six months
ended June 30, 2001 and 2000 (Unaudited).

Statement of Cash Flows - Six months ended June 30,
2001 and 2000 (Unaudited), and from inception,
December 10, 1987 through June 30, 2001.

Notes to Financial Statements.

Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security-Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

NEW SYSTEMS, INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEW SYSTEMS. INC.
BALANCE SHEET
JUNE 30, 2001
(UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash in bank $ 23,506
----------
Total Current Assets 23,506
----------
TOTAL ASSETS $ 23,506
==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes Payable - parent $ 25,000
----------
TOTAL LIABILITIES $ 25,000
----------
Stockholders' Deficit:
Common Stock, par value $.001;
250,000,000 shares authorized;
3,353,000 shares issued and outstanding $ 3,353
Additional paid-in capital 822,793
Deficit accumulated during
development stage (827,640)
----------
Stockholders' Deficit (1,494)
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TOTAL LIABILITY AND
STOCKHOLDERS' DEFICIT $ 23,506
==========

The accompanying notes are an integral part of these unaudited
financial statements.

NEW SYSTEMS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)

Cumulative from
Three Months Six Months December 10, 1987
ended June 30, ended June 30, (Date of Inception)
2001 2000 2001 2000 through June 30, 2001
---------- ---------- ---------- ---------- ---------------------

REVENUES:
Interest income $ 166 $ - $ 166 $ - $ 166
---------- ---------- ---------- ---------- ----------

GENERAL AND ADMINISTRATIVE EXPENSES:
Consulting fees - related party 360,000 - 360,000 - 360,000
Other 1,660 15,528 5,069 21,881 302,246
---------- ---------- ---------- ---------- ----------
361,660 15,528 365,069 21,881 662,246
---------- ---------- ---------- ---------- ----------

Loss from continued operations (361,494) (15,528) (364,903) (21,881) (662,080)

Discontinued operations:
Loss from prior business discontinued - - - - (349,672)
Gain from disposal of prior business - - - - 173,766
---------- ---------- ---------- ---------- ----------
Loss before extraordinary gain (361,494) (15,528) (364,903) (21,881) (837,986)

Extraordinary gain from
forgiveness of debt - - - - 10,346
---------- ---------- ---------- ---------- ----------
Net Loss $ (361,494) $ (15,528) $ (264,903) $ (21,881) $ (827,640)
========== ========== ========== ========== ==========

Basic and diluted loss per share:
Continued operations $ (.13) $ (.01) $ (.19) $ (.02)
Discontinued operations - - - -
Extraordinary gain - - - -
---------- ---------- ---------- ----------
Net loss per share $ (.13) $ (.01) $ (.19) $ (.02)
========== ========== ========== ==========

Weighted average common shares
used in per share calculation 2,739,813 1,200,002 1,905,242 1,200,002
========== ========== ========== ==========

The accompanying notes are an integral part of
these unaudited financial statements.

NEW SYSTEMS, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)

Cumulative from
Six Months December 10, 1987
ended June 30, (Date of Inception)
2001 2000 through June 30, 2001
---------- ---------- ---------------------

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (364,903) $ (21,881) $ (827,640)

Adjustments for:
Changes in current assets
and liabilities (9,520) 29,185 11,635
Other items - - 153,414
---------- --------- ----------
Net cash flow provided (used)
by operating activities (374,423) 7,304 (662,591)
---------- --------- ----------
Net cash flow from investing
activities - - (46,015)
---------- --------- ----------
Net cash flow from financing
activities 397,000 - 732,112
---------- --------- ----------

Net increase (decrease) in cash 22,577 7,304 23,506

Cash at beginning of period 929 1,047 -
---------- --------- ----------
Cash at end of period $ 23,506 $ 8,351 $ 23,506
========== ========= ==========

The accompanying notes are an integral part
of these unaudited financial statements

NEW SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)

NOTE 1 - ACCOUNTING POLICIES AND OTHER DISCLOSURES
-----------------------------------------

The condensed financial statements included in this Form 10-
QSB Report are unaudited and have been prepared to provide
information with respect to the interim three month and six
month periods ending June 30, 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 3,353,000 shares are issued and
outstanding as of August 1, 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.

NEW SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)

NOTE 2 - STOCKHOLDERS' EQUITY
--------------------

On March 1, 2001, shareholders approved a four-for-one (4:1)
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. The accompanying financial
statements have been restated to reflect the effects of the
stock split for all periods presented. In addition,
shareholders approved the cancellation of 3,728,008 shares
of the Company's common stock for no consideration. The
shares were previously issued to insiders.

On March 13, 2001, the Company sold 120,000 shares of its
restricted common stock for $12,000 or $.10 per share and
issued 360,000 shares of restricted common stock for $200,000
and the assumption of a note of $50,000 or $.69 per share.

On May 2, 2001, the Company issued an additional 1,800,000
shares for management, administration and consulting services
to be provided, valued at $360,000 or $.20 per share.
Following those new issuances, the number of issued and
outstanding shares of the Company's common stock is 3,353,000
shares.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

LIQUIDITY, CAPITAL RESOURCES AND RESULTS OF OPERATIONS

At June 30, 2001, the Company had $23,506 in current and total
assets, as compared to $929 at December 31, 2000, and a shareholders'
deficiency of ($1,494) 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
period of the prior year, that is the six months ended June 30, 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 in 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.

At present, the Company does not own any property. The Company
maintains its business address at a minimal cost at the office of one
of its stockholders, RAM Venture Holding Corp. Administrative services,
including the use of fixtures, furniture and equipment, and the use of
employees to provide secretarial and bookkeeping services, are provided
to the Company at minimal cost by RAM Venture Holdings Corp. and the
Company's current officers and directors.

PART II
-------

Item 1. LEGAL PROCEEDINGS
-----------------

Not applicable.

Item 2. CHANGE IN SECURITIES
--------------------

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 to RAM Venture Holdings Corp. for $250,000.

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.

In connection with these sales of the Company's securities,
such sales were made to "accredited investors" as such term
is defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended, and the Company relied on Rule 506
of Regulation D and/or Section 4(2) of the Act for exemption
from the registration requirements of the Act.

Item 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------

Not Applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------

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 pre-split shares) payable March 16, 2001 to
shareholders of record as of March 13, 2001.

Item 5. OTHER INFORMATION
-----------------

Change in Control of Registrant
-------------------------------

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
for $250,000, which included the assumption and payment of
Company debt in the amount of Fifty Thousand ($50,000.00)
Dollars.

Following the acquisition of a majority of the Company's
Common Stock by RAM Venture Holdings Corp. and affiliates of
RAM Venture Holdings Corp., the management and Board of
Directors of the Company changed, and the current officers
and directors of the Company are Norman H. Becker, Frank R.
Bauer and Diane Martini.

Subsequent Change in Control of Registrant
------------------------------------------

The Company is informed that on or about July 23, 2001, the
Company's shareholders, RAM Venture Holdings Corp. and KM
Financial sold a total of 1,800,000 shares of its Common

Stock, representing almost fifty-four percent (54%) of the
Company's issued and outstanding Common Stock to Tremor
Entertainment, Inc. ("Tremor"), a California company engaged
in the development of software for the digital interactive
entertainment industry for aggregate consideration of
$505,000. As a result of this transaction, Tremor acquired
majority control of the Company. The Company anticipates
that the Company will be the acquirer in a reverse merger or
in a similar combination transaction with Tremor.

All 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 of RAM Venture
Holdings Corp., Ronald A. Martini.

Change of Registrant's Certifying Accountant
--------------------------------------------

The Company changed accountants from Hansen Barnett & Maxwell
to Baum & Company, P.A. The Company terminated Hansen

Barnett & Maxwell by resolution by the Company's Board of
Directors dated August 7, 2001. The report of Hansen Barnett
& Maxwell on the Company's financial statements for the
fiscal year ended December 31, 2000 did not contain an
adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or
accounting principles, except for a going concern
uncertainty.

In connection with the audit of the Company's financial
statements for the fiscal year ended December 31, 2000, and
in the subsequent interim period, there were no
disagreements, disputes, or differences of opinion with
Hansen Barnett & Maxwell on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of Hansen Barnett & Maxwell would have caused
Hansen Barnett & Maxwell to make reference to the matter in
its report.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------

(a) See attached Exhibit 16.1

(b) There were no Reports on Form 8-K filed for the period
ended June 30, 2001.

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.

August 10, 2001 By:__/s/Norman H. Becker___________
Norman H. Becker, President