SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
NEW ENGLAND ACQUISITIONS, INC.
(Name of small business Issuer in its charter)
Florida 6799 65-1102237
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
5 Ridge Road
Cos Cob, CT 06807
203-622-1848
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)
Gary Cella
5 Ridge Road
Cos Cob, CT 06807
203-622-1848
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
5100 Town Center Circle
Boca Raton, Florida 33486
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.
If this Form is filed to register additional securities for an
offering pursuant to 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )
PROSPECTUS
NEW ENGLAND ACQUISITIONS, INC.
15,000 shares of Common Stock
$2.00 per share
Per Total
Share
Minimum Maximum
Initial Offering Price $2.00 $15,000 $30,000
to Public
Commissions -0- -0- -0-
Proceeds to New $2.00 $15,000 $30,000
England Acquisitions
There has never been a public market for our common stock and we
have arbitrarily determined the offering price.
We are a blank check company because we are a development stage
company whose business plan is to engage in a merger or acquisition
with an unidentified entity or person. Consequently, this offering
is subject to the provisions of Rule 419 under the Securities Act of
1933.
We are offering the shares on a best efforts basis through our
President who will not be compensated for offering the shares.
Unless we receive paid subscriptions for at least 7,500 shares by
December 31, 2001, no shares will be sold and all proceeds will be
returned to subscribers, without interest. If we sell at least
7,500 shares by that date, we may extend our offering until the
earlier of June 30, 2002 or the time that all 15,000 shares are
sold. We will promptly deposit in an escrow\ account the proceeds
we receive and any shares issued in connection with the offering.
In addition to the 15,000 shares that we are offering, we are
registering 200,000 shares of our common stock, all of which may be
offered and sold from time to time by selling stockholders. We will
not receive proceeds from the shares sold by the selling
stockholders. The selling stockholders may sell their shares in one
or more transactions on the over-the-counter market, in negotiated
transactions, or through a combination of those methods of
distribution, at an initial public offering price of $2.00 per
share. The selling stockholders intend to begin their offering
shortly after funds are released to us from the escrow account and
to end their offering within six months after it begins.
AN INVESTMENT IN THE SHARES INVOLVES SUBSTANTIAL RISKS AND IS HIGHLY
SPECULATIVE. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2001
IN MAKING A DECISION WHETHER TO BUY OUR COMMON STOCK, YOU
SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH ANY DIFFERENT OR OTHER INFORMATION. THE INFORMATION
IN THIS PROSPECTUS MAY ONLY BE ACCURATE ON THE DATE OF
THIS PROSPECTUS.
PROSPECTUS SUMMARY
You should read the entire prospectus carefully before
making an investment
decision. In this prospectus, references to "we," "us"
and "our" refer to New England Acquisitions, Inc.
OUR PROPOSED BUSINESS
We intend to acquire a business which we have not
yet identified. We cannot assure you that we will be
successful in making any acquisition.
CORPORATE INFORMATION
We are a Florida corporation formed on April 18,
2001. Our executive offices are located at 5 Ridge Road,
Cos Cob, CT 06807 and our telephone number is 203-622-1848.
OUR OFFERING
Common stock offered by us 15,000 shares. The
minimum purchase is
100 shares.
Public offering price of shares $2.00 per share.
being offered by us
Offering Period Unless we receive
paid subscriptions
for at least 7,500
shares by December
31, 2001, no shares
will be sold and all
proceeds will be
returned to
subscribers, without
interest. If we sell
at least 7,500
shares by that date,
we may extend our
offering until the
earlier of June 30,
2002 or the time
that all 15,000
shares are sold.
Common stock to be
outstanding after the
offering 3,007,500 shares if 7,500
shares are sold or
3,015,000 shares if 15,000
shares are sold.
Use of proceeds We intend to use the
net proceeds
primarily for the
acquisition of a
business and payment
of offering expenses.
Escrow Agent Patriot National Bank
We initially intend to offer our shares in the state of
New York although we may expand our offering to other
states.
REQUIREMENTS OF RULE 419 All shares issued in
connection with this
offering and the
gross proceeds from
the offering will be
deposited promptly
into an escrow
account. If we
receive paid
subscriptions for at
least 7,500 shares
by December 31,
2001, 10% of the
funds deposited in
the escrow account
will be released to
us. The deposited
proceeds and any
interest or
dividends will be
held for the sole
benefit of the
purchasers of the
shares. When we
sign an acquisition
agreement for which
the fair value of
the business(es) or
net assets to be
acquired represents
at least 80 percent
of the maximum
offering proceeds,
we will file an
amendment to our
registration
statement with the
SEC. Within five
business days after
the effective date
of the amendment(s)
to our registration
statement, we will
send to each
purchaser of our
securities held in
the escrow account a
copy of the
prospectus. Each
purchaser will have
no fewer than 20
business days and no
more than 45
business days from
the effective date
of the amendment to
notify us in writing
that the purchaser
elects to remain an
investor. The
acquisition will be
consummated if a
sufficient number of
purchasers confirm
their investments.
Funds held in the
escrow account may
be released to us
and securities may
be delivered to the
purchasers or other
registered holders
identified on the
deposited securities
only at the same
time as or after the
requirements with
respect to the terms
of the offering and
filing with the SEC
when we sign an
agreement have been
met; and
consummation of the
acquisition. If the
requisite
acquisition has not
occurred within 18
months after the
date of this
prospectus, funds
held in the escrow
account will be
returned to the
purchasers.
THE SELLING STOCKHOLDERS' OFFERING
Common Stock to be offered 200,000 shares.
by the selling stockholders
Commencement of selling
stockholders' offering Shortly after funds
are released to us
from the escrow
account.
We do not believe that Rule 419 applies to the selling
stockholders' offering
SUMMARY FINANCIAL INFORMATION
The following table is a summary of our balance sheet and
should be read in conjunction with Management's Plan of
Operation, the financial statements and the notes to the
financial statements which are contained elsewhere in
this prospectus.
BALANCE SHEETS
April 30, 2001 August 31, 2001
(Unaudited)
TOTAL ASSETS $200 $4,685
STOCKHOLDERS' EQUITY $200 $200
RISK FACTORS
An investment in our common stock involves substantial
risks. You should consider carefully the following
information about these risks, together with the
financial and other information contained in this
prospectus, before you decide whether to buy our common
stock. If any of these risks actually occur, our
business, financial condition and results of operations
would likely suffer. In such case, you might lose all or
part of your investment.
RISKS RELATED TO OUR PROPOSED BUSINESS
BECAUSE WE HAVE NO OPERATING HISTORY AND NEITHER OF OUR
OFFICERS HAS HAD ANY PRIOR EXPERIENCE IN THE MANAGEMENT
OF OR A RELATIONSHIP WITH A BLANK CHECK COMPANY, THERE IS
NO BASIS ON WHICH YOU CAN EVALUATE OUR PROPOSED BUSINESS
AND PROSPECTS. We were incorporated in April 2001 and
have never had any operations. We are the first blank
check company in which either of our officers has ever
been involved.
IF WE DO NOT MAKE AN ACQUISITION MEETING THE CRITERIA
DESCRIBED LATER IN THIS PROSPECTUS WITHIN 18 MONTHS AFTER
THE DATE OF THIS PROSPECTUS, YOU WILL LOSE THE PORTION OF
YOUR INVESTMENT WHICH HAS NOT BEEN DEPOSITED IN THE
ESCROW ACCOUNT. We have not entered into any
negotiations regarding an acquisition. Because of the
applicable requirements of the SEC, we will be required
to have audited financial statements of any business we
acquire before we consummate the acquisition. We may not
be able to find any suitable candidate with audited
financial statements. Even if we do find a suitable
acquisition candidate, if a sufficient number of our
investors do not reconfirm their investment, we will be
unable to make the acquisition. We have not yet
determined the number of investors sufficient to
reconfirm their investment.
BECAUSE OF THE LIMITED CAPITAL AVAILABLE TO US FOR THE
FORESEEABLE FUTURE, WE MAY NOT HAVE SUFFICIENT CAPITAL TO
MAKE AN ACQUISITION OR REMAIN IN EXISTENCE, IN EITHER OF
WHICH CASES, YOU WILL LOSE THE PORTION OF YOUR INVESTMENT
WHICH HAS NOT BEEN DEPOSITED IN THE ESCROW ACCOUNT.. We
will incur legal and accounting expenses to comply with
our reporting obligations to the SEC as well as in
connection with any acquisition that we may make and we
will be obligated to pay our operating expenses as they
arise. If we fail to pay the required annual fees to the
state of Florida, we will be dissolved and cease to
exist. Furthermore, if our liabilities exceed our
assets, we may find it difficult or impossible to find a
suitable candidate that would be willing to be acquired
by us.
BECAUSE WE HAVE ONLY LIMITED FUNDS AND PART-TIME
MANAGEMENT, ANY ACQUISITION WE MAKE WILL LIKELY BE MADE
WITHOUT THE BENEFIT OF DETAILED FEASIBILITY STUDIES,
INDEPENDENT ANALYSIS OR MARKET SURVEYS AND, THEREFORE,
MAY NOT BE BENEFICIAL TO US. Feasability studies are
widely used to give a fuller and more useful view of a
target company. If we do not have a feasability study,
we may not be aware of many very important facts and
circumstances concerning an entity that we may acquire.
BECAUSE ONLY 10% OF THE PROCEEDS OF THE OFFERING WILL BE
AVAILABLE TO US TO FULFIL OUR CAPITAL NEEDS, IF WE FAIL
TO OBTAIN ADDITIONAL CAPITAL IN A SHORT PERIOD, WE MAY
NOT BE ABLE TO REMAIN IN BUSINESS IN WHICH CASE YOU WILL
LOSE THE PORTION OF YOUR INVESTMENT WHICH HAS NOT BEEN
DEPOSITED IN THE ESCROW ACCOUNT.. We anticipate that our
the net proceeds from this offering will be sufficient to
meet our anticipated capital requirements for less than
six months. If additional funds are raised through the
issuance of equity securities, the percentage ownership
of our stockholders will be reduced; stockholders may
experience additional dilution; and those securities may
have rights, preferences or privileges senior to those of
the rights of the holders of our common stock. We cannot
assure you that additional financing will be available on
terms favorable to us, if at all.
BECAUSE OUR OFFICERS AND DIRECTORS MAY, IN THE FUTURE,
HOLD SIMILAR POSITIONS IN OTHER BLANK CHECK COMPANIES,
CONFLICTS OF INTEREST THAT MAY ARISE MAY NOT BE RESOLVED
IN OUR FAVOR. Conflicts may arise in such important
matters as selecting an entity to acquire and allocation
of expenses.
ALTHOUGH OUR FINANCIAL STATEMENTS HAVE BEEN PREPARED
ASSUMING THAT WE WILL CONTINUE AS A GOING CONCERN, WE ARE
NOT NOW A GOING CONCERN AND IF WE FAIL TO BECOME A GOING
CONCERN, YOU WILL LOSE THE PORTION OF YOUR INVESTMENT
WHICH HAS NOT BEEN DEPOSITED IN THE ESCROW ACCOUNT.
The report of our independent auditor refers to the
uncertainty of our becoming a going concern.
RISKS RELATED TO THIS OFFERING
IF THE SHARES ARE RELEASED TO YOU FROM THE ESCROW ACCOUNT
AND A VIABLE PUBLIC MARKET FOR THEM DOES NOT DEVELOP, YOU
WILL NOT BE ABLE TO EASILY SELL YOUR SHARES, IF AT ALL.
There has not been and may never be a public market for
our shares and we cannot assure you that a public market
will ever develop. We cannot predict the extent, if
any, to which investor interest in our company will lead
to the development of a viable trading market in our shares.
THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE AFTER
THIS OFFERING CAN BE EXPECTED TO ADVERSELY AFFECT THE
PRICES THAT WILL PREVAIL IN THE TRADING MARKET, IF ONE
DEVELOPS. We have registered 200,000 shares for resale
by our management and we have verbally agreed to register
all of their other shares upon their request after funds
are released to us from the escrow account. Sales of
significant amounts of our shares in the public market or
the perception that such sales will occur, can materially
adversely affect the market price of the shares or our
ability to raise capital through future offerings of
equity securities.
THE SHARES SOLD IN THE OFFERING WILL BE HELD IN AN ESCROW
ACCOUNT AND YOU WILL NOT BE ABLE TO SELL THEM UNTIL THEY
ARE RELEASED. During the time that the shares purchased
in this offering are held in the escrow account, none of
them may be transferred other than by will or the laws of
descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Internal
Revenue Code of 1986 as amended or Title 1 of the
Employee Retirement Income Security Act or applicable
rules. The shares may be held as long as 18 months from
the date of this prospectus.
FORWARD-LOOKING STATEMENTS
Many statements made or incorporated by reference in this
prospectus are "forward-looking statements." These
forward-looking statements include statements about:
* our ability to make an acquisition
* our capital needs
* the competitiveness of the business in our
industry
* our strategies
* other statements that are not historical
facts
When used in this prospectus, the words "anticipate,"
"believe," "expect," "estimate," "intend" and similar
expressions are generally intended to identify
forward-looking statements. Because these forward-looking
statements involve risks and uncertainties, there are
important factors that could cause our actual results to
differ materially from those expressed or implied by
these forward-looking statements, including:
* changes in general economic and business
conditions
* actions of our competitors
* the time and expense involved in
development activities
* changes in our business strategies
* other factors discussed in the "Risk
Factors" section and elsewhere in this
prospectus.
The forward-looking statements in this prospectus reflect
what we currently anticipate will happen. What actually
happens could differ materially from what we currently
anticipate will happen. We are not promising to make any
public announcement when we think forward-looking
statements in this prospectus are no longer accurate
whether as a result of new information, what actually
happens in the future or for any other reason.
USE OF PROCEEDS The proceeds we
will receive from the sale of 7,500 shares will be
$15,000 or $30,000 if 15,000 shares are sold. We are
required to maintain 90% of the proceeds into an escrow
account. The provisions of the account are summarized
later in this prospectus.
We intend to use the net proceeds in the order of
priority shown in the following table:
AMOUNT IF 7,500 AMOUNT IF
SHARES ARE SOLD 15,000
SHARES
ARE SOLD
Gross proceeds $15,000 $30,000
Estimated offering expenses to be borne by our 14,200 $14,200
officers and directors until the time, if any,
that we make an acquisition
Amount to be deposited in escrow $13,500 $27,000
Estimated net proceeds available to us until the $1,500 $3,000
time, if any, that we make an acquisition in
compliance with Rule 419.
General and administrative expenses, including $1,000 $1,000
legal and accounting fees and administrative
support expenses incurred in connection with our
reporting obligations with the SEC until the time,
if any, that we make an acquisition
Business, legal and accounting due diligence $500 $3,000
expenses incurred in connection with evaluation of
prospective acquisitions
Reimbursement of our officers and directors for $13,200 $14,200
offering expenses borne by them if funds are
released from escrow to us
Funds available to entity we acquire if we make an $300 $11,800
acquisition and funds are released from escrow to us
Our officers and directors have verbally agreed to bear
the expenses of the offering until the time, if any, that
funds are released to us from the escrow account. Our
legal fees in connection with this offering are $10,000.
We cannot now estimate our future legal fees.
Pending use, we intend to invest the funds held in the
escrow account in one or more of the following:
* an obligation that constitutes a
"deposit," as that term is defined in
section 3(l) of the Federal Deposit
Insurance Act;
* securities of any qualifying money market
mutual fund; or
* securities that are direct obligations of,
or obligations guaranteed as to principal
or interest by, the United States provided
the securities can be readily sold or
otherwise disposed of for cash at the time
required without any dissipation of
offering proceeds invested.
DIVIDEND POLICY We have never declared
or paid any cash dividends on our capital stock
and do not anticipate paying any cash dividends on our
capital stock in the foreseeable future. Future
dividends, if any, will be determined by our Board of
Directors. In addition, we may incur indebtedness in the
future which may prohibit or effectively restrict the
payment of dividends, although we have no current plans
to do so.
DILUTION The following table
sets forth certain information relating to the immediate
and substantial dilution in our net tangible book value
to be absorbed by purchasers of the shares being offered
by us after giving effect to a stock split that occurred
in August 2001.
AMOUNT IF AMOUNT IF
7,500 15,000
SHARES ARE SOLD SHARES ARE
SOLD
Net tangible book value per share on August 31, 2001 $.00007 $.00007
Net tangible book value per share on August 31, 2001 if $.00505 $.01002
the shares were sold on that date
Amount of increase in net tangible book value per share $800 $15,800
attributable to cash payments made by purchasers of the
shares being offered
Amount of the immediate dilution from the public $1.99495 $1.98998
offering price which will be absorbed by purchasers
Cash contribution of purchasers $15,000 $30,000
Cash contribution of officers, directors, founders and $200 $200
affiliates
Price per share paid by officers, directors, founders $.00007 $.00007
and affiliates
Price per share to be paid by purchasers of shares in $2.00 $2.00
this offering
The immediate and substantial dilution could adversely
affect the value of the shares.
MANAGEMENT'S PLAN OF OPERATION
The following should be read in conjunction with our
financial statements and the related notes that appear
elsewhere in this prospectus. The discussion contains
forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to
these differences include, but are not limited to, those
discussed below and elsewhere in this prospectus,
particularly in "Risk Factors."
We have not had any revenues since inception. Our sole
objective is to acquire an operating business.
Our ability to continue as a going concern is dependent
upon the completion of this offering. In view of the
limited amount of funds available to us at least until an
acquisition is consummated, we may exhaust our limited
financial resources before locating an acquisition
candidate.
All of our working capital needs subsequent to this
offering will be attributable to the identification,
evaluation and selection of a suitable acquisition
candidate and the structuring, negotiation and
consummation of an acquisition. Operations related to
these activities may be hampered by our limited resources.
We do not expect to purchase or sell any significant
equipment, engage in product research or development and
do not expect any significant changes in the number of
our employees.
PROPOSED BUSINESS
BACKGROUND
We are in the early developmental stage of our proposed
business. Our only activities have consisted of
developing our business plan and raising our initial
capital. We are a blank check company whose purpose is to
locate and acquire a business. We have not identified
any potential acquisition candidates nor have we entered
into any related negotiations. We believe that certain
businesses may become available to us because we will
file periodic and other reports with the SEC and have
sold common stock registered under the Securities Act of
1933.
PROPOSED ACQUISITION
We intend to contact broker-dealers and other persons who
are involved in corporate finance matters to advise them
of our existence and to determine if they are aware of
any businesses which may be acquired by us. We cannot
assure you that we will be successful in finding or
acquiring a desirable business, or that any acquisition
that occurs will be on terms that are not unfavorable to us.
Our search will focus on small businesses. We anticipate
that a business, if any, that we may be able to acquire
will have one or more of the following characteristics:
* recently organized with little or no
operating history;
* history of losses attributable to
under-capitalization or other factors;
* financial or operating difficulties;
* in need of funds to develop a new product
or service or to expand into a new market; or
* relying upon an untested product or
marketing concept.
Our primary objective is to seek long-term growth through
an acquisition of a business rather than short-term
earnings. We do not intend to restrict our selection to
any particular industry. If we acquire a newly organized
business, we will incur significant risks related to the
inability of the business to demonstrate its potential
for success. We may pay finders' fees or other
compensation to investment bankers or other unaffiliated
persons who introduce an acquisition candidate to us.
We anticipate that we will be limited to one acquisition
because of our limited capital. The limitation may not
permit us to offset losses from an unsuccessful acquisition.
We have not used and do not intend to use any consultants
or outside business advisors in connection with our
proposed acquisition.
We do not intend to acquire any business from any person
who is affiliated with us.
EVALUATION OF OPPORTUNITIES
Among the factors we intend to consider in evaluating the
potential merits of a business are working capital and
financial requirements, history of operations, if any,
prospects for the future, the nature of present and
anticipated competition, the quality and experience of
management, the potential for development, research and
development, risk factors, potential for growth and
expansion, profitability, if any, and potential
profitability and public recognition and acceptance of
products, services or trade names. Any business which we
acquire will present certain risks, many of which cannot
be identified prior to the acquisition We cannot assure
you that a favorable evaluation of a business by us will
insure our success.
The historical operations of a business may not
necessarily be indicative of the potential for the future
because of the possible need to shift marketing
approaches, expand, change product emphasis, and to
change or substantially augment management. We may be
dependent upon the seller to identify any problems which
may exist and to implement changes.
Prior to deciding to acquire a business, we intend to
obtain a written business plan relating to the business.
Business plans generally discuss or include products,
services, history; management, financial information,
projections, patents, trademarks, services marks,
facilities and estimated capital requirements.
We anticipate that the investigation of specific business
and the negotiation, drafting and execution of relevant
documents will require substantial management time and
attention and substantial costs for accountants,
attorneys and others. If we are unable or unwilling to
acquire a business, the costs incurred by us in the
investigation, negotiating and drafting will not be
recoverable.
Our potential success will be dependent, in significant
part, upon the judgment of our management which will have
the discretion to select an acquisition candidate. We
recognize that as a result of our limited financial,
managerial and other resources, the number of suitable
potential acquisition candidates, if any, that may be
available to us will be extremely limited.
CHANGE OF CONTROL
We anticipate that at the time, if any, that we make an
acquisition, the seller will acquire a majority of our
outstanding voting securities, our officers and directors
will resign and the seller will select new officers and
directors. In that event, our current management will
have no control over the conduct of our business or
affairs following the acquisition.
FORM OF ACQUISITION
Businesses may be acquired in several forms. We
anticipate that we will acquire a business by merger,
purchase of securities or purchase of assets. In the
event that we acquire a business by merger, we intend to
do so through a wholly owned subsidiary which we will
form for that purpose. In that event, other than the
rights of our shareholders pursuant to Rule 419, our
shareholders will not be able to vote to approve or
disapprove the merger nor will they be entitled to
dissenters' rights.
We anticipate that any securities we issue in connection
with an acquisition will be issued in reliance upon
exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as
a negotiated element of the transaction, we may agree to
register the securities either at the time the
transaction is consummated, or under certain specified
conditions or at specified other times. The issuance of
substantial additional securities and their potential
sale into any trading market that might develop in for
our securities may have a depressive effect upon that
market.
COMPETITION
We expect to encounter intense competition in our effort
to locate a suitable acquisition candidate, primarily
from business development companies, other blank check
companies, venture capital concerns, investment companies
and individuals. The presence of intense competition may
prevent us from making a suitable acquisition before we
are required to return the funds in the escrow account to
our investors. Substantially all of our competitors will
have significantly greater experience, resources and
managerial capabilities than we do.
EMPLOYEES
We have no employees other than our executive officers.
To the extent we have sufficient capital, we expect to
use consultants, attorneys and accountants as necessary,
and do not anticipate a need to engage any full-time
employees.
FACILITIES
Our President has agreed to provide office space to us at
no charge for at least one year from the completion of
the offering.
REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940
If we are required to register as an investment company
under the Investment Company Act of 1940, many of our
activities would be regulated and we would be subject to
extensive governmental regulation and we would not enjoy
the flexibility available to companies not required to
register. Although we do not believe that we will be
required to register as an investment company, the SEC
may disagree. Registration as an investment company is
expensive and the cost may be in excess of funds
available to us.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following sets forth certain information with respect
to our executive officers and directors. Each director
holds such position until the next annual meeting of our
shareholders and until his respective successor has been
elected and qualifies.
NAME AGE POSITIONS
Gary Cella 43 President, Treasurer and Director.
Jonathan B. Reisman 59 Secretary and Director
Any of our directors may be removed with or without cause
at any time by the vote of the holders of not less than a
majority of our then outstanding common stock. Officers
are elected annually by the Board of Directors. Any of
our officers may be removed with or without cause at any
time by our Board of Directors.
Messrs Cella and Reisman, who are our founders, have held
their positions with us since our inception.
Mr. Cella has been a self-employed marketing and sales
consultant for more than five years. Mr. Cella's
consulting services to his clients have included advice
on marketing, advertising, product and market expansion
and sources of capital. Mr. Cella has been a Vice
President, Secretary, Treasurer and a member of the Board
of Directors of Accelerated Globalization, Inc., a
development stage company, since November 2000.
Accelerated seeks to provide strategic business solutions
to small and middle sized companies that are seeking to
expand their markets to other portions of the world.
Mr. Reisman practices law with and has been the President
of Reisman & Associates, P.A. for more than five years.
Both Messrs. Cella and Reisman will only devote a small
portion of their time to us. They intend to communicate
periodically, primarily by telephone, to discuss our
affairs and to review acquisition candidates that have
been brought to their attention. They intend to select a
target entity based upon information available to them
and through the use of their business judgment. Any
conflicts of interest that arise affecting Messrs. Cella
and Reisman and us will be resolved by them in a manner
which they deem will be fair. You may not agree with
their determination. If you have any doubt about the
abilities or integrity of Messrs. Cella and Reisman, you
should not purchase any shares.
EXECUTIVE COMPENSATION
We have no agreements relating to compensation with
either of Messrs. Cella or Reisman, including consulting
agreements. The compensation of our executive officers
will be determined by our Board of Directors. Each of
our executive officers has verbally agreed to defer the
payment of any compensation from us as an executive
officer until the time, if any, that we either obtain
additional capital or acquire a business.
PROVISIONS OF RULE 419 UNDER THE SECURITIES ACT OF 1933
We are subject to the requirements of Rule 419 which, as
applicable to us, are summarized below:
ESCROW ACCOUNT
All shares issued in connection with this offering
and the gross proceeds from the offering will be
deposited promptly into an escrow account. If we
receive paid subscriptions for at least 7,500
shares by December 31, 2001, 10% of the funds
deposited in the escrow account will be released
to us. Any other securities issued with respect
to the shares, including securities issued with
respect to stock splits, stock dividends, or
similar rights, will also be deposited directly
into the account. The deposited proceeds and any
interest or dividends will be held for the sole
benefit of the purchasers of the shares. The
deposited proceeds will be invested as described
under "Use of Proceeds." Interest or dividends
earned on the funds, if any, will be held in the
escrow account until the funds may be released.
If funds held in the account are released to
purchasers of the shares, the purchasers will
receive interest or dividends earned, if any, on
their funds. If the funds are released to us, we
will receive any interest or dividends earned up
to the date of release. The purchasers of the
shares and any other voting securities held in the
escrow account will have the right to vote the
shares held in their names, as provided by Florida
law. None of the securities held in the escrow
account or any interest related to the securities
may be transferred or otherwise disposed of other
than by will or the laws of descent and
distribution, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue
Code of 1986 as amended, or Title 1 of the
Employee Retirement Income Security Act, or the
rules thereunder.
If any warrants, convertible securities or other
derivative securities relating to securities are
held in the escrow account, they may be exercised
or converted in accordance with their terms;
provided, however, that securities received upon
exercise or conversion, together with any cash or
other consideration paid in connection with the
exercise or conversion, are promptly deposited
into the account.
Upon request by the SEC or its staff, we will
furnish them with the names and addresses of
persons for whom securities are held in the escrow
account.
REQUIRED FILING OF AMENDMENTS TO OUR REGISTRATION STATEMENT
If, during any period in which offers or sales of
the shares are being made, a significant
acquisition becomes probable, we will file
promptly an amendment to our registration
statement with the SEC which will disclose the
acquisition.
When we sign an agreement for the acquisition of a
business or assets that will constitute the
business (or a line of business) and for which the
fair value of the business(es) or net assets to be
acquired represents at least 80 percent of the
maximum offering proceeds, we will file an
amendment to our registration statement with the
SEC that:
* discloses information required by the SEC,
including our financial statements and the
financial statements of the company
acquired or to be acquired and pro forma
financial information; and
* discloses the results of ths offering, the
terms of the offering and other requisite
information.
REQUIRED TERMS OF THE OFFERING AND SATISFACTION OF
CONDITIONS
Within five business days after the effective date
of the amendment(s) to our registration statement,
we will send by first class mail or other equally
prompt means, to each purchaser of our securities
held in the escrow account, a copy of the
prospectus contained in the amendment and any
amendment or supplement to the prospectus. Each
purchaser will have no fewer than 20 business days
and no more than 45 business days from the
effective date of the amendment to notify us in
writing that the purchaser elects to remain an
investor. If we do not receive the notification
by the 45th business day following the effective
date of the amendment, we will send the funds and
interest or dividends, if any, held in the escrow
account for the benefit of non-notifying
purchasers to those purchasers within five
business days. The acquisition meeting the
foregoing criteria will be consummated if a
sufficient number of purchasers confirm their
investments.
RELEASE OF FUNDS AND SECURITIES FROM THE ESCROW ACCOUNT
Funds held in the escrow account may be released
to us and securities may be delivered to the
purchasers or other registered holders identified
on the deposited securities only at the same time
as or after:
* The escrow agent has received a signed
representation from us, together with
other evidence acceptable to it, that the
requirements with respect to the terms of
the offering and filing with the SEC when
we sign an agreement as described above
have been met; and
* consummation of an acquisition(s) meeting
the above described requirements.
If funds and securities are released from the
escrow account to us as described above, our
prospectus will be supplemented to indicate the
amount of funds and securities released and the
date of the release.
We will furnish to our security holders audited
financial statements for our first full fiscal
year of operations following consummation of an
acquisition, together with other required
information no later than 90 days after the end of
the fiscal year and file the financial statements
and additional information with the SEC.
If a consummated acquisition meeting the criteria
described above has not occurred within 18 months
after the date of this prospectus, funds held in
the escrow account will be returned to the
purchasers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of
August 2, 2001 with respect to any person who is known to
us to be the beneficial owner of more than 5% of our
common stock, which is the only class of our outstanding
voting securities, and as to our common stock
beneficially owned by our directors and officers and
directors as a group:
NAME AND ADDRESS OF BENEFICIAL AMOUNT OF SHARES PERCENT OF
OWNER (1) BENEFICIALLY OWNED (2) CLASS (2)
Gary Cella 1,500,000 50%
5 Ridge Road
Cos Cob, CT 06807
Jonathan B. Reisman 1,500,000 50%
5100 Town Center Circle
Boca Raton, FL 33486
Officers and directors as a 3,000,000 100%
Group (2 persons)
CERTAIN TRANSACTIONS
In April 2001, we issued 1,500,000 shares of common stock
each to Gary Cella and Jonathan B. Reisman for an
aggregate of $200. The number of shares reflects a stock
split which occurred in August 2001.
DESCRIPTION OF COMMON STOCK Our authorized
capital stock consists of 150,000,000 shares of common
stock, par value $.00001 per share.
The holders of outstanding shares of our common stock are
entitled to receive dividends out of assets legally
available therefor at such times and in such amounts, if
any, as our Board of Directors from time to time may
determine. Holders of common stock are entitled to one vote
for each share held on all matters submitted to a vote of
stockholders which means that the holders of a majority of
the shares voted can elect all of the directors then
standing for election. Holders of the common stock are not
entitled to preemptive rights and the common stock is not
subject to conversion or redemption.
Our directors and executive officers own all of our
outstanding common stock. These stockholders can determine
the outcome of stockholder votes, including votes concerning
the election of directors, amendments to our charter and
bylaws and , subject to the provisions of Rule 419, the
approval of significant corporate transactions such as a
merger or a sale of our assets. In addition, their
controlling influence could have the effect of delaying,
deferring or preventing a change in control of our company.
CONTROL-SHARE ACQUISITIONS
We may become subject to the control-share acquisition
provisions of the Florida Business Corporation Act. Those
provisions could have the effect of discouraging offers to
acquire us and of increasing the difficulty of consummating
any such offer. The provisions may also discourage bids for
our common stock at a premium over the market price.
TRANSFER AGENT
We do not intend to appoint a transfer agent for our common
stock prior to the time, if any, as funds are released to us
from the escrow account.
SHARES ELIGIBLE FOR FUTURE SALE Prior to
this offering, there has not been any public market for our
common stock. Sales of substantial amounts of our common
stock in the public market, or the perception that such
sales could occur, could adversely affect prevailing market
prices, if any, of our common stock and could impair our
future ability to raise capital through the sale of equity
securities.
In general, under Rule 144 any person who owns shares that
were acquired from us at least one year prior to the
proposed sale is entitled to sell, within any three-month
period beginning 90 days after the date of this prospectus,
a number of shares that does not exceed the greater of:
* 1% of the number of shares of our common
stock then outstanding or
* the average weekly trading volume of the
common stock on Nasdaq during the four
calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale.
Shares may generally be sold by non-affiliates without
restriction that were acquired from us at least two years
prior to the proposed sale. Any shares purchased by our
affiliates in this offering and subsequently publicly sold
by those affiliates will not be subject to the one year
holding period. Sales under Rule 144 are also subject to
certain manner of sale provisions and notice requirements
and to the availability of current public information about
us. It is the position of the Division of Corporation
Finance of the SEC, however, that promoters or affiliates of
a blank check company and their transferees would act as
"underwriters" under the Securities Act of 1933 when
reselling the securities of the blank check company and that
those securities can be resold only through a registered
offering. The Division of Corporation Finance has further
stated that Rule 144 would not be available for those resale
transactions despite technical compliance with the
requirements of that Rule. Accordingly, we have verbally
agreed to register all the shares held by Messrs. Cella and
Reisman which are not presently being registered upon their
request after funds are released to us from the escrow
account. We will bear the cost of the registration.
SELLING STOCKHOLDERS
The following table sets forth information as of the
date of this prospectus with respect to the common stock
held by each selling stockholder:
Name & Address of Shares Number of Shares of Percentage of
Selling Stockholder of Shares Common Outstanding Shares
Common Being Offered Stock to of Common Stock to
Stock Owned be Owned be Owned After the
After the Offering (assuming
Offering the sale of all
shares being
offered by us and
the selling
stockholders)
Gary Cella 1,500,000 100,000 1,400,000 46%
5 Ridge Road
Cos Cob, CT 06807
Jonathan B. Reisman 1,500,000 100,000 1,400,000 46%
5100 Town Center Circle
Boca Raton, FL 33486
Mr. Cella is our President, Treasurer and a Director. Mr.
Reisman is our Secretary and a Director and is an affiliate
of our legal counsel. Messrs. Cella and Reisman are also our
founders. Except for those relationships, neither of them
has had any position, office or other material relationship
with us or any of our affiliates within the past three years.
PLANS OF DISTRIBUTION
OUR OFFERING
We are offering 15,000 shares on a best efforts basis.
Unless we receive paid subscriptions for at least 7,500
shares by December 31, 2001, no shares will be sold and all
proceeds will be returned to subscribers, without interest.
If we sell at least 7,500 shares by that date, we may extend
our offering until the earlier of June 30, 2002 or the time
that all 15,000 shares are sold. The minimum purchase is
100 shares. There is no limit on the number of shares that
may be purchased by Messrs. Cella or Reisman. Any purchases
by them must be with investment intent and made on the same
terms and conditions as are purchases made by public investors.
We are making the offering through our President who will
not be compensated for offering the shares. Subject to the
limitation described under "Use of Proceeds," we will
however, reimburse him for all expenses incurred by him in
connection with the offering, which we believe will be
approximately $4,000. Because we are offering the shares
through our President without the use of a professional
securities underwriting firm, there may be less due
diligence performed in conjunction with this offering than
would be performed in an underwritten offering.
Prior to this offering, there has been no market for our
common stock. The public offering price for the shares was
determined solely by us and may be substantially higher than
the prices that will prevail in the trading market, if one
develops. Among the factors we considered in determining the
public offering price were the absence of a record of
operations, our current financial condition, our future
prospects, the inexperience of our management, and the
general condition of the equity securities market.
We initially intend to offer our shares in the state of New
York although we may expand our offering to other states.
If a public market develops for our common stock, trading in
the common stock will be subject to the requirements of
applicable rules under the Securities Exchange Act of 1934
which require additional disclosure by broker-dealers in
connection with any trades involving the common stock. Those
rules require the delivery, prior to any transaction in the
common stock, of a disclosure schedule explaining the penny
stock market and associated risks, and impose various sales
practice requirements on broker-dealers who sell the common
stock to persons other than established customers and
accredited investors (generally institutions). For these
types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have
received the purchaser's written consent to the transaction
prior to sale. The additional burdens imposed upon
broker-dealers may discourage broker-dealers from effecting
transactions in our common stock, which could severely limit
its liquidity.
THE SELLING STOCKHOLDERS' OFFERING
Shares may be sold from time to time directly by the selling
stockholders at $2.00 per share. Alternatively, the selling
stockholders may, from time to time, offer the shares
through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders for
whom they may act as agent. The selling stockholders and
any underwriters, dealers or agents that participate in the
distribution of common stock may be deemed to be
underwriters, and any commissions or concessions received by
any such underwriters, dealers or agents may be deemed to be
underwriting discounts and commissions under the Securities
Act of 1933. The selling stockholders may sell the shares
in one or more transactions on the over-the-counter market,
in negotiated transactions, or through a combination of
those methods of distribution. We will not receive any
proceeds from shares sold by the selling stockholders. The
selling stockholders intend to begin their offering shortly
after funds are released to us from the escrow account.
Prior to that time, 200,000 of their shares will be held in
the escrow account. The selling stockholders intend to end
their offering within six months after it begins.
LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings to
which we are a party or of which any of our property is the
subject or, to our knowledge, any proceedings contemplated
by governmental authorities.
INDEMNIFICATION
We have agreed to indemnify our executive officers and
directors to the fullest extent permitted by the Florida
Business Corporation Act. The Act permits us to indemnify
any person who is, or is threatened to be made, a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by us or in our right)
by reason of the fact that the person is or was an officer
or director or is or was serving at our request as an
officer or director. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
person in connection with the action, suit or proceeding,
provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. We may indemnify officers and directors in an
action by us or in our right under the same conditions,
except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable
to us. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to
above, we must indemnify him against the expenses which he
actually and reasonably incurred. The indemnification
provisions of the Florida Business Corporation Act are not
exclusive of any other rights to which an officer or
director may be entitled under our bylaws, by agreement,
vote, or otherwise.
Insofar as indemnification arising under the Securities Act
may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions or otherwise,
we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the shares of common stock offered by this
prospectus have been passed upon for us by Reisman &
Associates, P.A. to the extent set forth in that firm's
opinion filed as an exhibit to the registration statement.
Jonathan B. Reisman is the President and sole stockholder of
that firm. Mr. Reisman, who owns 50% of our outstanding
shares, is also our co-founder and is our Secretary and a
Director.
EXPERTS
Our financial statements as of April 30, 2001 and for the
period from April 18, 2001 to April 30, 2001 have been
included in this prospectus in reliance upon the report of
William A. Meyler, independent certified public accountant,
appearing elsewhere in this prospectus, and upon his
authority as an expert in accounting and auditing.
ADDITIONAL INFORMATION
We have electronically filed a registration statement on
Form SB-2 with the SEC with respect to the shares of common
stock to be sold in this offering. This prospectus, which
forms a part of that registration statement, does not
contain all of the information included in the registration
statement. Certain information is omitted and you should
refer to the registration statement and its exhibits. With
respect to references made in this prospectus to any
contract or other document, the references are not
necessarily complete and you should refer to the exhibits
attached to the registration statement for copies of the
actual contract or document. You may read and copy the
registration statement and other materials we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy statements and
information statements, and other information regarding
issuers that file electronically with the SEC. The address
of that site is http://www.sec.gov.
Upon the effectiveness of the registration statement of
which this prospectus is a part, we will become subject to
the information and reporting requirements of the Securities
Exchange Act of 1934 and will file periodic reports and
other information with the SEC.
We do not intend to furnish our stockholders with annual
reports containing audited financial statements.
REPORT OF INDEPENDENT AUDITOR
Board of Directors
New England Acquisitions, Inc.
I have audited the accompanying inception balance sheet of
New England Acquisitions, Inc. (a Florida corporation in the
development stage) as of April 30, 2001 and the related
statement of stockholder's equity for the period April 18,
2001 (inception) to April 30, 2001. These financial
statements are the responsibility of the company's
management. My responsibility is to express an opinion on
these financial statements based upon my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements, referred to above,
present fairly in all material respects the financial
position of New England Acquisitions, Inc. for the period
April 18, 2001 (inception) to April 30, 2001 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the company will continue as a going concern.
As discussed in Note B of notes to the financial statements,
the company is newly incorporated and to date has had no
operating activities. Management's plans, in regard to
subsequent operating activities, are also described in Note B.
/s/ William A. Meyler
Middletown, NJ
May 10, 2001
NEW ENGLAND ACQUISITIONS, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
April 30, 2001 August 31, 2001
(Restated) (Unaudited)
ASSETS
CURRENT ASSETS
Cash $200 $200
---- ----
Total Current Assets 200 200
OTHER ASSETS
Deferred Registration Costs - $4,485
---- ------
$200 $4,685
==== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to principal stockholder - $4,485
---- ------
Total Current Liabilities $4,485
STOCKHOLDERS' EQUITY
Common stock, authorized
150,000,000 shares; $.00001
par value; issued and
outstanding 3,000,000
shares at April 30, 2001
and August 31, 2001 $200 200
---- ----
$200 $4,685
==== ======
See accompanying notes to financial statements
NEW ENGLAND ACQUISITIONS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS'EQUITY
PERIOD APRIL 18, 2001 (DATE OF INCEPTION) TO APRIL 30,
2001 AND AUGUST 31, 2001
Common Stock
Number Amount Total
Common Stock Transactions
Sale of shares of common stock
to organizing shareholders at
$.00001 per share 3,000,000 $200 $200
========= ==== ====
See accompanying notes to financial statements
NEW ENGLAND ACQUISITIONS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2001 AND AUGUST 31, 2001
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
New England Acquisitions, Inc. (the company), a
development stage enterprise, was organized under
the laws of Florida on April 18, 2001. The
company's sole purpose for organizing is to engage
in a merger or acquisition with an unidentifiable
company or other entities or persons.
USE OF ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the amounts reported in
the financial statements and accompanying notes.
Actual results could differ from those estimates.
NOTE B GOING CONCERN
The company was incorporated on April 18, 2001 and
to date has had no operating activities and no
significant capital contributions. The company is
planning to file a registration statement with the
Securities and Exchange Commission on Form SB-2.
Should the offering which will be described in the
registration statement be successful, the company
will actively seek one or more companies to
acquire. The outcome of the offering or any
acquisition cannot now be predicted.
NOTE C CAPITAL STOCK
On August 6, 2001, the Board of Directors and
stockholders approved the filing of an amendment
to the Company's Articles of Incorporation to (1)
increase the Company's authorized capital stock
from 75,000,000 shares to 150,000,000 shares, (2)
effect a 15 to 1 stock split and (3) change the
par value to $.00001. The financial statements
as of April 30, 2001 have accordingly been
restated to give effect to the increased
authorized common stock, the 15 to 1 stock split
and change in par value.
NOTE D DEFERRED REGISTRATION COSTS (Unaudited)
The Company estimates that the costs associated
with the Registration Statement on Form SB-2 will
approximate $14,200. These expenditures as they
arise, are being paid by the principal
stockholders of the Company who will be
reimbursed from future stock sales when the
registration becomes effective. As of August 31,
2001, actual invoices received and paid were $4,485.
NOTE E INTERIM FINANCIAL STATEMENTS (Unaudited)
The financial statements as of August 31, 2001
are unaudited. However, in the opinion of
management, all necessary and recurring
adjustments have been recorded in accordance with
generally accepted accounting principles.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION
AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY NEW ENGLAND ACQUISITIONS, INC.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF NEW ENGLAND ACQUISITIONS, INC. SINCE THE DATE OF THIS
PROSPECTUS OR THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
-----------------------
TABLE OF CONTENTS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . 4
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . 6
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . 7
DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . 8
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . 8
MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . 9
PROPOSED BUSINESS. . . . . . . . . . . . . . . . . . . . 9
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . .12
PROVISIONS OF RULE 419 UNDER THE SECURITIES ACT OF 1933.13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. . . . . . . . . . . . . . . . . . . .15
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . .15
DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . .15
SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . .16
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . .17
PLANS OF DISTRIBUTION. . . . . . . . . . . . . . . . . .17
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . .18
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . .18
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . .19
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . .19
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . .19
REPORT OF INDEPENDENT AUDITOR. . . . . . . . . . . . . .20
UNTIL DECEMBER 27, 2001, ALL DEALERS THAT EFFECT
TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
NEW ENGLAND ACQUISITIONS, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 2001
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION.
The expenses to be paid by the Registrant in connection
with this offering are as follows. All amounts other
than the SEC registration fee are estimates.
SEC registration fee $108
Printing and engraving $500
Legal fees and expenses $10,000
Accounting and auditing fees and expenses $2,000
Blue sky fees and expenses $500
Transfer agent fees $500
Escrow fee $350
Miscellaneous $242
Total........................................... $14,200
ITEM 25. INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
The Registrant had agreed to indemnify its executive
officers and directors the fullest extent permitted by
the Florida Business Corporation Act. That Act permits
the Registrant to indemnify any person who is, or is
threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other
than an action by the Registrant or in its right) by
reason of the fact that the person is or was an officer
or director or is or was serving our request as an
officer or director. The indemnity may include expenses
(including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by the person in connection with the action,
suit or proceeding, provided that he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to our best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Registrant may
indemnify officers and directors in an action by the
Registrant or in its right under the same conditions,
except that no indemnification is permitted without
judicial approval if the officer or director is adjudged
to be liable to the Registrant. Where an officer or
director is successful on the merits or otherwise in the
defense of any action referred to above, the Registrant
must indemnify him against the expenses which he
actually and reasonably incurred. The foregoing
indemnification provisions are not exclusive of any
other rights to which an officer or director may be
entitled under a our bylaws, by agreement, vote, or
otherwise.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
(a) In April 2001, the Registrant issued
1,500,000 shares of common stock, as
adjusted for a subsequent stock split,
each to Gary Cella and Jonathan B.
Reisman for an aggregate of $200.
(b) There were no principal underwriters.
(c) The aggregate consideration for the
securities referred to in subparagraph
was $200.
(d) The Registrant claimed exemption from the
registration provisions of the Securities
Act of 1933 with respect to the
securities pursuant to Section 4(2)
thereof inasmuch as no public offering
was involved.
ITEM 27. EXHIBITS.
3.01(a) Articles of Incorporation.*
3.01 (b) Form of Articles of Amendment to
Articles of Incorporation.**
3.03 Bylaws.*
4.01 Form of Specimen Stock Certificate
for the Registrant's Common Stock. **
5.01 Opinion of Reisman & Associates,
P.A. regarding legality of
securities being registered. ***
10.01 Escrow Agreement of August 3, 2001
between the Registrant and Patriot
National Bank.**
23.01 Consent of Reisman & Associates,
P.A. (included in Exhibit 5.01).***
23.02 Consent of William A. Meyler.****
__________________________________
* Filed as part of registration statement on Form
SB-2.
** Filed as part of Amendment No. 1 to registration
statement on Form SB-2.
*** Filed as part of Amendment No. 2 to registration
statement on Form SB-2
**** Filed herewith.
ITEM 28. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts
or events which, individually or
together, represent a fundamental change
in the information in the Registration
Statement; and
(iii) include any additional or changed
material information on the plan of
distribution.
(2) For determining liability under the
Securities Act, each such post-effective
amendment shall be treated as a new registration
statement of the securities offered, and the
offering of the securities at that time to be the
initial bona fide offering
(3) To file a post-effective amendment to remove
from registration any of the securities that
remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities
Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has authorized
this registration statement to be signed on its behalf
by the undersigned, in the City of Cos Cob, State of
Connecticut, on the 16th day of October, 2001.
NEW ENGLAND ACQUISITIONS, INC.
/s/Gary Cella
By: Gary Cella, President
.
In accordance with the requirements of the Securities
Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on
the date indicated.
Signatures Title Date
/s/Gary Cella Chief Executive Officer, Principal October 16, 2001
Gary Cella Financial Officer and Director
/s/Jonathan B. Reisman Director October 16, 2001
Jonathan B. Reisman
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITOR
I consent to the reference to me under the caption
"Experts" and to the use of my report dated May 10, 2001
in the Registration Statement on Form SB 2 and related
prospectus of New England Acquisitions, Inc.
/s/ William Meyler
Middletown, NJ
October 17, 2001