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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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NEW ENGLAND ACQUISITIONS, INC.
(Name of small business Issuer in its charter)
Florida 6799 65-1102237
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Code Number)
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.
6975 NW 62nd Terrace
Parkland, Florida 33067
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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. 9
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. 9
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. 9
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. 9
PROSPECTUS
NEW ENGLAND ACQUISITIONS, INC.
During 2001, prior to the termination of our initial public offering at $2.00
per share, we sold 7,500 shares of our common stock. The proceeds of $15,000
have been deposited in an escrow account at Patriot National Bank.
This prospectus relates to 200,000 shares of our common stock which may be
offered and sold from time to time by selling stockholders. We will not receive
any 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 one year
after it begins.
There has never been and may never be a public market for our common stock.
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 _________, 2002
IN MAKING A DECISION WHETHER TO CONFIRM YOUR INVESTMENT OR 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.
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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.
BACKGROUND AND OUR PROPOSED BUSINESS
We were formed as a blank check company. We have never had any operations.
In March 2002, we entered into an Asset and Rights Purchase Agreement with ADM
Tronics Unlimited, Inc. to purchase from ADM Tronics certain rights to an ethnic
shave cream, a burn lotion and a medical device known as the Aurex-3 which has
been designed to treat a condition known as tinnitus. The terms of the
agreement and the nature of the products and rights are more fully described
later in this prospectus. Subject to the satisfaction of the requirements of
Rule 419 under the Securities Act of 1933, we intend to consummate the
transaction with ADM Tronics. We cannot assure you that we will be successful
in marketing any of the products we may acquire.
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.
APPLICABLE REQUIREMENTS OF RULE 419
All 7,500 shares issued in connection with our initial public offering and the
gross proceeds from the offering have been deposited into an escrow account.
Although we were entitled to have 10% of the proceeds released to us, we chose
to allow all the funds to remain in the escrow account. The deposited proceeds
and any interest or dividends are being held for the sole benefit of the
purchasers of the shares. We are required to file an amendment to our
registration statement with the SEC when we sign an acquisition agreement for
which the fair value of the net assets to be acquired represents at least 80
percent of the maximum offering proceeds. We have filed the amendment of which
this prospectus is a part. Within five business days after the effective date
of the amendment, we will send to each purchaser of the 7,500 shares a copy of
this prospectus. Each purchaser will have 20 business days from the date of
this prospectus to notify us in writing that the purchaser elects to remain an
investor. The transaction with ADM Tronics will be consummated if purchasers
holding at least 7,000 shares confirm their investments. If we receive
confirmation from the purchasers of at least 7,000 shares and we consummate the
transaction with ADM Tronics, the funds not returned to non-confirming
purchasers will be released to us from the escrow account and certificates
representing shares of our common stock will be delivered to the confirming
purchasers. If a requisite acquisition has not occurred prior to March 28,
2003, all funds then held in the escrow account will be returned to the
purchasers.
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OUTSTANDING COMMON STOCK
As of the date of this prospectus, there are 3,007,500 shares of outstanding
common stock. If the holders of only 7,000 shares confirm their investment,
there will be 3,007,000 shares of outstanding common stock. The foregoing
numbers of shares do not include 150,375 shares which we may issue to ADM
Tronics.
THE SELLING STOCKHOLDERS' OFFERING
Common Stock to be offered
by the selling stockholders 200,000 shares.
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 SHEET
March 31, 2002
TOTAL ASSETS $ 15,100
STOCKHOLDERS' DEFICIT $ (12,434)
STATEMENT OF NET LOSS
For the Period April 18, 2001 (Inception) to March 31, 2002
REVENUES $ -0-
NET LOSS $ (9,100)
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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 MARKETING THE TYPE OF PRODUCTS WE INTEND TO ACQUIRE FORM ADM
TRONICS OR OUR PROPOSED BUSINESS, 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 only blank check company in which
either of our officers has ever been involved.
BECAUSE WE ARE A DEVELOPMENT STAGE COMPANY, WE ARE RELYING UPON ESTIMATES OF OUR
MANAGEMENT, WHICH IF INCORRECT, COULD RESULT IN PURCHASERS WHO CONFIRM THEIR
INVESTMENT LOSING ALL OF THEIR INVESTMENT. Although we believe that our
estimates of the capital, personnel and facilities required for our proposed
operations are reasonable, until we begin operations, we will not be able to
determine the accuracy of the estimates.
BECAUSE WE WILL BE SUBJECT TO ALL THE RISKS ASSOCIATED WITH THE CREATION OF A
NEW BUSINESS, THERE IS A SIGNIFICANT PROBABILITY THAT WE WILL FAIL AND THAT
PURCHASERS WHO CONFIRM THEIR INVESTMENT CAN LOSE ALL OF THEIR INVESTMENT. The
failure rate of new businesses is very high.
BECAUSE NEITHER OF OUR OFFICERS HAS HAD ANY PRIOR EXPERIENCE IN THE MANAGEMENT
OF A COMPANY MARKETING THE TYPE OF PRODUCTS WE INTEND TO ACQUIRE FORM ADM
TRONICS, THEY MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR PROPOSED BUSINESS.
BECAUSE EACH OF OUR OFFICERS WILL ONLY DEVOTE A SMALL PORTION OF HIS TIME TO US,
THEY MAY NOT BE ABLE TO EFFECTIVELY MANGE US DURING THE TIME THAT THEY ALLOT TO
US.
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BECAUSE OF THE LIMITED CAPITAL AVAILABLE TO US FOR THE FORESEEABLE FUTURE, WE
MAY NOT HAVE SUFFICIENT CAPITAL TO REMAIN IN WHICH CASE, PURCHASERS WHO CONFIRM
THEIR INVESTMENT CAN EXPECT TO LOSE ALL OF THEIR INVESTMENT. In addition to
marketing expenses, we will incur legal and accounting expenses to comply with
our reporting obligations to the SEC as well as operating expenses. If we fail
to pay the required annual fees to the state of Florida, we will be dissolved
and cease to exist. If we consummate the transaction with ADM Tronics, we
anticipate that the funds released to us from the escrow account will be
sufficient to meet our anticipated capital requirements for less than six
months. We intend to obtain additional capital primarily through the private
sale of equity securities to be issued by us. We cannot assure you that
additional financing will be available on terms favorable to us, if at all.
Since our sale of 7,500 shares, we have not offered any securities for sale
other then to ADM Tronics in connection with our proposed acquisition. We
cannot assure you that we will be able to sell any securities on terms
acceptable to us, if at all.
IF WE RAISE ADDITIONAL FUNDS THROUGH THE ISSUANCE OF OUR EQUITY SECURITIES, THE
PERCENTAGE OWNERSHIP OF OUR STOCKHOLDERS WILL BE REDUCED AND STOCKHOLDERS MAY
EXPERIENCE DILUTION.
IF WE RAISE ADDITIONAL FUNDS THROUGH THE ISSUANCE OF OUR EQUITY SECURITIES,
THOSE SECURITIES MAY CONVEY RIGHTS, PREFERENCES OR PRIVILEGES SENIOR TO THOSE OF
THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.
BECAUSE WE DO NOT HAVE A FEASIBILITY STUDY, INDEPENDENT ANALYSIS OR CURRENT
MARKET SURVEY IN CONNECTION WITH THE PRODUCTS WE INTEND TO ACQUIRE, WE MAY NOT
BE AWARE OF MANY VERY IMPORTANT NEGATIVE FACTS AND CIRCUMSTANCES CONCERNING THE
PRODUCTS THAT WE INTEND TO ACQUIRE. Feasibility studies, analyses and surveys
are widely used to give a fuller and more useful view of a target company or
products
UNLESS WE CAN BE SUBSTANTIALLY MORE SUCCESSFUL THAN ADM TRONICS IN SELLING THE
PRODUCTS THAT WE INTEND TO ACQUIRE FROM IT, PURCHASERS WHO CONFIRM THEIR
INVESTMENT CAN EXPECT TO LOSE ALL OF THEIR INVESTMENT. Although ADM Tronics
has had the products that we intend to acquire from it for a considerable length
of time, ADM Tronics has made only limited sales of those products. The limited
sales may be an indication of the difficulty of selling the products in
commercial quantities. If we are to be successful, we will have to make
significant sales of at least one of the products.
BECAUSE WE WILL BE DEPENDANT ON ADM TRONICS TO MANUFACTURE PRODUCTS WE ACQUIRE
FROM IT, IF ADM BECOMES UNABLE OR REFUSES TO SUPPLY THE PRODUCTS TO US AT THE
AGREED UPON TERMS AND CONDITIONS, WE MAY NOT BE ABLE TO SELL ANY PRODUCTS IN
WHICH CASE PURCHASERS WHO CONFIRM THEIR INVESTMENT CAN EXPECT TO LOSE THE FULL
AMOUNT OF THEIR INVESTMENT. Although we believe that if ADM Tronics were to
terminate the manufacturing contract, other contract manufacturers are available
to manufacture the products on substantially similar terms although we could
incur a significant delay in the production of products.
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IF WE DO NOT MAKE MINIMUM ROYALTY PAYMENTS OR PURCHASE CERTAIN QUANTITIES OF
PRODUCTS FROM ADM TRONICS WITHIN THE FIRST YEAR AFTER WE ACQUIRE ITS PRODUCTS
AND CONTINUING IN SUBSEQUENT YEARS, WE WILL LOSE CERTAIN RIGHTS OF EXCLUSIVITY.
ALTHOUGH, IF WE ACQUIRE RIGHTS FROM ADM TRONICS FOR THE AUREX-3, WE MAY REQUIRE
ADM TRONICS TO FILE AN INFRINGEMENT ACTION AGAINST ANY THIRD PARTY WHO INFRINGES
THE RELATED PATENT, ADM TRONICS MAY REFUSE OR BE UNABLE TO DO SO, IN WHICH CASE
OUR RIGHTS RELATED TO THE AUREX-3 MAY BECOME WORTHLESS. Because of ADM Tronics'
limited resources, it may be unable to protect the patent or to challenge others
who may infringe upon the patent. Because many holders of patents in the
medical device industry have substantially greater resources than does ADM
Tronics and patent litigation is very expensive, ADM Tronics may not have the
resources necessary to challenge successfully the validity of patents held by
others or withstand claims of infringement or challenges to any patent.
BECAUSE TRADE SECRETS AND OTHER MEANS OF PROTECTION WHICH ADM TRONICS AND WE MAY
RELY ON IN CONNECTION WITH THE ETHNIC SHAVE CREAM AND THE BURN LOTION MAY NOT
ADEQUATELY PROTECT US, THER INTELLECTUAL PROPERTY MAY BECOME AVAILABLE TO
OTHERS, IN WHICH CASE OUR RIGHTS RELATING TO THOSE PRODUCTS MAY BECOME
WORTHLESS. Trade secrets, copyright law, employee and third-party nondisclosure
agreements and other protective measures may not provide meaningful protection
to us.
THE INTENSE COMPETITION WE EXPECT TO ENCOUNTER MAY RESULT IN OUR RIGHTS
RELATING TO PRODUCTS WE OBTAIN FROM ADM TRONICS TO BECOME WORTHLESS.
IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR ANTICIPATED GROWTH, OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL SUFFER. If we are successful
in selling any of the products we intend to acquire, our growth will place a
significant strain on our financial and managerial resources. As part of our
anticipated growth, we may have to implement new operational and financial
systems and procedures and controls to expand, train and manage employees.
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, PURCHASERS WHO CONFIRM THEIR INVESTMENT CAN EXPECT TO
LOSE THE FULL AMOUNT OF THEIR INVESTMENT. The report of our independent auditor
refers to the uncertainty of our becoming a going concern.
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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 us will lead to
the development of a viable trading market in our shares.
THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE CAN BE EXPECTED TO
ADVERSELY AFFECT THE PRICES THAT WILL PREVAIL IN THE TRADING MARKET, IF ONE
DEVELOPS, WHICH, IN TURN, COULD IMPAIR OUR ABILITY TO RAISE NEEDED CAPITAL. 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.
FORWARD-LOOKING STATEMENTS
Many statements made 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.
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USE OF PROCEEDS
If we receive confirmation from the purchasers of at least 7,000 shares and we
consummate the transaction with ADM Tronics, we will receive approximately
$14,000 to $15,000 in funds released to us from the escrow account. We intend to
use the net proceeds for administrative expenses and to begin to exploit the
products that we acquire.
Our officers have advanced the expenses of our public offering which amounted to
approximately $20,000, including legal fees of $10,000. Our officers have
agreed to defer reimbursement of the expenses until the time, if any, that we
become a going concern.
Pending use, we may invest the funds released to us from 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 a 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.
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 become
an operating business.
Our ability to become and continue as a going concern is dependent upon
obtaining additional substantial capital. In view of the limited amount of
funds available to us, we may exhaust our limited financial resources before
making an aquisition.
If we consummate the transaction with ADM Tronics, subject to the availability
of sufficient capital, we intend to aggressively market the products we obtain.
We believe that we will require funding of approximately $150,000 to
aggressively market the products and for working capital during the first year
after our acquisition of the products. We believe that we can begin marketing
the products within three months from the time we acquire them from ADM Tronics.
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We plan to obtain $150,000 through the private sale of our common stock. We
cannot assure you that we will be successful in obtaining any funds or that
$150,000 will be sufficient to fund our initial operations. If we are only able
to obtain a lesser amount, we intend to market the products less aggressively in
more limited geographical areas. If we cannot obtain any meaningful amounts of
capital, we will engage in a very limited marketing effort utilizing the
proceeds released to us from the escrow account. Those proceeds will only be
sufficient to meet our anticipated capital requirements for less than six
months. If we exhaust our capital and cannot obtain additional capital,
purchasers who confirm their investment can expect to lose all of their
investment.
If we do not make minimum royalty payments or purchase certain quantities of
products from ADM Tronics within the first year after we acquire its products
and continuing in subsequent years, we will lose certain rights of exclusivity.
We intend to pay the minimum royalties from revenues derived from sales. We do
not know if we will be able to purchase a sufficient number of the Aurex-3 from
ADM Tronics to maintain all of the rights we initially receive. We cannot
assure you that we will derive any meaningful revenues from the sale of any of
the products.
Although we will reimburse ADM Tronics for any tooling or non-recurring
engineering services that are required to be secured in support of the
manufacturing of our products, we do not believe that those amounts will be
significant. Tooling includes molds, plates, screens and other items used to
produce components in a manufacturing process. Non-recurring engineering
services are services such as drafting, preparation of schematics, evaluations
and measurements that are performed prior to manufacturing but are not repeated
during the manufacturing process.
If we do not consummate the agreement with ADM Tronics, we will attempt to make
another acquisition. If we do not make an acquisition satisfying the
requirements of Rule 419 prior to March 28, 2003, all funds then held in the
escrow account will be returned to the purchasers.
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.
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PROPOSED BUSINESS
Agreements with ADM Tronics Unlimited, Inc.
In March 2002, we entered into an Asset and Rights Purchase Agreement with ADM
Tronics Unlimited, Inc. to purchase from ADM Tronics certain rights to an ethnic
shave cream, a burn lotion and a medical device known as the Aurex-3 which has
been designed to treat a condition known as tinnitus. The terms of the
agreement and the nature of the products and rights are more fully described
below. We are not obligated to consummate the transaction with ADM Tronics
unless the purchasers of not less than 7,000 shares purchased in our initial
public offering confirm their investments. The purchase price to be paid to ADM
Tronics for the sale and transfer of the assets and rights is 150,375 shares of
our common stock and the payments described below.
If we acquire the products from ADM Tronics, we will enter into a manufacturing
agreement with ADM Tronics which will provide that all of the ethnic shave
cream, burn lotion and Aurex-3 devices we purchase will be manufactured for us
by ADM Tronics. ADM Tronics will also maintain raw material supplies and
finished goods as necessary and provide oversight and guidance with respect to
regulatory requirements regarding the marketing of the products. Under the
manufacturing agreement, ADM Tronics will be the exclusive manufacturer of the
products that we purchase from it as well as all other medical products, topical
and cosmetic products which we may acquire and distribute. The price that we
will pay to ADM Tronics for products that it manufactures for us will be 120% of
ADM Tronics' cost of all raw materials and all supplies and direct labor and an
overhead allocation. In addition, we will reimburse ADM Tronics for any
tooling or non-recurring engineering services that are required to be secured in
support of the manufacturing of our products. Because the price for
manufacturing each of the products we will pay to ADM Tronics is based upon ADM
Tronics' cost and is therefore substantially dependent upon the quantities to be
ordered by us, no meaningful estimate can now be made of the respective prices
If we acquire the products, we will issue to ADM Tronics 150,375 shares of our
common stock and pay ADM Tronics a royalty of 6% of gross sales of the products,
less discounts, returns and allowances. We will also pay consulting fees and
related expenses for any time expended by ADM Tronics' employees for any
services related to the products other than manufacturing activities. The fees
and expenses, which we do not expect will be material, will be agreed upon by
ADM Tronics and us in advance of any of the services.
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The agreement was negotiated and the terms were arrived at on an arms length
basis by Gary Cella, our president, and Andre' Di Mino, the president of ADM
Tronics. Mr. Cella visited ADM Tronics' premises where he examined the products
and the production facilities. The value of the assets to be purchased from ADM
Tronics were determined by Mr. Cella based, in part, upon consultation with an
international marketing specialist. ADM Tronics has no affiliation with us.
Mr. Di Mino has been an executive officer of ADM Tronics since 1978 and a
member of its Board of Directors since 1987. Both ADM Tronics and we believe
that the agreement will be beneficial.
ADM Tronics, which was organized under the laws of the State of Delaware on
November 24, is principally engaged in the development, manufacture and sale of
medical devices and chemical products.
The following is ADM Tronics' selected financial data which have been extracted
from ADM Tronics's reports filed with the SEC:
------------------------------------------------------------
Fiscal Year Ended March 31 Nine Months Ended December 31
(unaudited)
------------------------------------------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues $ 1,944,853 $ 2,825,461 $ 1,122,279 $ 1,490,187
Net Loss $ (599,488) $ (444,954) $ (214,403) $ (406,009)
Total Assets $ 2,501,593 $ 2,957,375 $ 2,501,593 $ 2,729,403
Long-Term
Obligations $ 295,000 -0- $ 295,000 -0-
Working Capital $ 1,023,303 $ 961,020 $ 885,141 $ 265,331
----------- ----------- ----------- -----------
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THE PRODUCTS
ETHNIC SHAVE CREAM
The term "ethnic shave cream" as used in this prospectus refers to a shave cream
that has been designed to be particularly suited to persons with thick, curly
hairs which are prevalent in the African-American, Hispanic-American and other
ethnicities with such type of hair. According to ADM Tronics, its ethnic shave
cream has an extremely high degree of lubricity due to a chemical technology
developed by Dr. Alfonso Di Mino. The lubricity can be easily demonstrated by
placing the ethnic shave cream between the fingers and rubbing vigorously and
repeating the process with a leading shave cream. ADM Tronics has told us that,
because of its lubricity, the ethnic shave cream allows for very close shaves
with reduced nicks, cuts and discomfort and leaves the skin with an improved
feel and softness.
We have been advised by ADM Tronics that the ethnic shave cream is considered to
be a cosmetic and, as such, does not require regulatory approval prior to
distribution.
ADM Tronics has told us that because of the characteristics of the ethnic shave
cream, it is especially well suited for use by men with a debilitating and
painful skin condition known as pseudofollicullitus barbae, commonly referred to
as PFB or razor bumps. Razor bumps are created when the growing beard hairs
exit the skin, curl over, and burrow into the adjacent skin. This creates a
foreign body reaction resulting in an unsightly "bump." According to an article
entitled Men: "Play It Safe" With Your Skin by Tamar Nordenberg on the website
of discoveryhealth.com, "..for men with curly hair, shaving can have the
bothersome result of leaving behind razor bumps, technically known as
pseudofolliculitus barbae, caused by hair that grows back into the skin." The
article also states that "According to Nicholas Perricone, M.D., a dermatology
professor at the Yale University School of Medicine, using alpha hydroxy and
lipoic acid twice a day can minimize the bumps. Shaving less often or growing a
beard are alternatives for dealing with ingrown hairs."
Recent figures from sources that we believe are accurate reveal that there are
35 million black people in the United States comprising approximately 13% of the
total population. In 2000, black Americans spent approximately $5.2 billion on
personal care products and services, an increase of 6% over the previous year.
The foregoing data were obtained from The New Reality of the African American
Market and The Buying Power of Black America - 2001 News.
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Under the Asset and Rights Purchase Agreement, we intend to acquire worldwide
rights relating to ADM Tronics' ethnic shave cream which will be modified for us
for sale by us under our own label. We may not sell the ethnic shave cream
under any trademarks, trade names or designations used by ADM Tronics. We also
intend to acquire rights relating to any other shave creams developed by or to
be developed by ADM Tronics or any of its subsidiaries. ADM Tronics may continue
to market an ethnic shave cream without limitation to its existing customers.
The shave cream marketed to those customers has a different fragrance and less
lubricity than does the ethnic shave cream that we intend to purchase from ADM
Tronics
ADM Tronics began selling ethnic shave cream in 1988 under the brand name "No
More Bumps." Since that time it has realized net sales of approximately $45,000.
From January 1, 2000 through April 30, 2002, AM Tronics' existing customers have
purchased ethnic shave cream from ADM Tronics for approximately $8,000. Because
ADM Tronics is primarily a product developer and manufacturer, it has not
actively promoted sales of ethnic shave cream since 1992. . Because of the
limited sales that ADM Tronics has made to its existing customers, we do not
believe the continued sales by ADM Tronics to those customers will have any
material impact on our ability to market the ethnic shave cream. The ethnic
shave cream is not patented.
Unless we pay ADM Tronics minimum royalties of (a) $10,000 within one year from
date of our acquisition of rights to the ethnic shave cream, (b) an additional
$14,000 within two years from that date and (c) additional amounts each
following year of not less than 110% of the minimum royalty for the immediately
preceding year, ADM Tronics may market ethnic shave creams to others without
limitation.
THE BURN LOTION
ADM Tronics developed a dermatological lotion in 1988. The lotion is intended
to relieve pain and itching associated with burns, sunburns, minor cuts,
scrapes, insect bites and skin irritation. ADM has advised us that the burn
lotion follows an FDA monograph for labeling requirements for a topical product
of this type and, therefore, does not need regulatory approval.
Under the Asset and Rights Purchase Agreement, we intend to acquire rights
relating to ADM Tronics' burn lotion for sale by us under our own label. We may
not sell the lotion under any trademarks, trade names or designations used by
ADM Tronics. The burn lotion is not patented.
We must pay $25,000 to ADM Tronics in advance of the initiation of production of
the burn lotion for ADM Tronics' expenses and establishment of regulatory
support and processes for the distribution of the burn lotion by us. If we do
not make the payment within one year from the consummation of the transaction
with ADM Tronics, we will lose the exclusive rights to the burn lotion.
15
AUREX-3
In 1997 Dr. Di Mino developed an electronic device known as the Aurex-3 for the
treatment of tinnitus. Tinnitus is a human medical condition which manifests
itself in a constant and annoying ringing in the ears. The Aurex-3 was
developed by Dr. Di Mino to treat his own tinnitus which was noise-induced type
tinnitus. Based upon ADM Tronics' limited experience, those with noise-induced
tinnitus that had symptoms that varied in intensity or frequency either day to
day or throughout the day reported the best response from the use of the
Aurex-3.
There are many possible causes for subjective Tinnitus, the noise only the
patient can hear. Most of the causes are not serious. Tinnitus can also be a
symptom of more serious middle ear problems such as infection, a hole in the
eardrum, an accumulation of fluid or stiffening (otosclerosis) of the middle ear
bones. Occasionally causes may be due to a head and neck aneurysm or acoustic
neuroma. Tinnitus may also be caused by allergy, high or low blood pressure, a
tumor, diabetes, thyroid problems, injury to the head or neck, and a variety of
prescribed drugs including: anti-inflammatory, antibiotics,
sedatives/antidepressants and painkillers.
Most tinnitus comes from damage to the microscopic endings of the hearing nerve
in the inner ear. The health of these nerve endings is important for acute
hearing, and injury to them brings on hearing loss and tinnitus. Advancing age
is generally accompanied by a certain amount of hearing nerve impairment and
often tinnitus. Exposure to loud noises is probably the leading cause of
tinnitus today.
The Aurex-3 is designed to treat tinnitus through the use of a probe that
transmits a vibratory and audio signal. Although significant testing of the
Aurex-3 has not been conducted, production prototypes were built by ADM Tronics
and testing and marketing strategies were developed. A production prototype is
a completely hand assembled unit which closely matches the finished product to
be manufactured in the production process.
There are numerous other products for the treatment and control of tinnitus
which fall into two general categories - those worn by the patient in the ear
and those that are tabletop generators. The worn units resemble typical hearing
aids and are used by the patient throughout the day. The tabletop units are used
by patients while they are stationary or positioned near the units.
In addition, there are numerous methods used to treat tinnitus. The methods
include Tinnitus Retraining Therapy, oral manipulation, mouth guards, neural
surgery and wearable hearing aids.
16
To use the Aurex-3, a pencil like probe is placed in the small indent behind the
ear pressing backwards onto the mastoid bone. The device is difficult to use,
needing patience, practice and encouragement. Mechanical vibrations are
generated by a self-tuned control unit and transmitted through the applicator
probe into the mastoid bone. By positioning the probe correctly, the vibrations
develop as a deep feeling within the head. The user then alters the frequency
and amplitude settings to obtain a complementary sensation to the tinnitus. Fine
tuning is then introduced whereby complex harmonic frequencies are introduced to
create a comforting or soporific feeling. User patterns will vary, but typical
treatments consist of 3 to 5 minutes duration, 3 times a day for the first two
weeks. If benefits are realized, the number of treatments may be reduced and
the intervals increased.
The Aurex-3 is not intended to benefit all tinnitus sufferers. For example,
sufferers of non-noise induced tinnitus may generally not experience any
improvement in their symptoms
In May 1998, a Premarket Notification, which is also referred to as a 510(k),
was filed by ADM Tronics with the FDA which was acceted on June 29, 1998. The
acceptance permitted the marketing of the Aurex-3 in the United States for its
intended indication, "The treatment and control of tinnitus." A 510(k) is a
premarketing submission made to the FDA to demonstrate that the device to be
marketed is as safe and effective, that is, substantially equivalent, to a
legally marketed device that is not subject to premarket approval. Applicants
must compare their 510(k) device to one or more similar devices currently on the
U.S. market and make and support their substantial equivalency claims. A legally
marketed device includes a device that was legally marketed prior to May 28,
1976 or a device which has been found to be substantially equivalent to such a
device through the 510(k) process. Applicants must submit descriptive data and,
when necessary, performance data to establish that their device is substantially
equivalent to an eligible device. In the case of the Aurex-3, it was found that
the Aurex-3 is substantially equivalent to other products for the indication
"the treatment and control of tinnitus" and are categorized as maskers. Maskers
are marketed by numerous vendors and distributors.
17
On August 4, 1998, the United States Patent and Trademark Office issued patent
number 5,788,656 with respect to the Aurex-3. The patent expires 17 years after
its issuance. The following claims were allowed:
1. An electronic stimulation system for treating a patient having a
tinnitus condition in which he hears ringing or other sounds in
the sonic frequency range, the sounds heard internally by the
patient having predetermined frequencies, said system
comprising:
a. means to generate a complex electrical signal having
frequency components lying with said sonic range, said
means being adjustable by the patient to yield frequency
components which interfere with the frequencies of the
tinnitus sounds heard by the patient;
b. means to produce mechanical vibrations corresponding to
said complex signal; and
c. means to apply said mechanical vibrations to a site on
said patient in the proximity of the cochlea of his
inner ear whereby the vibrations are transmitted to the
cochlea to relieve the tinnitus condition.
2. A system as set forth in claim 1, in which the means to produce
said mechanical vibrations includes a diaphragm and means to
electromagnetically actuate the diaphragm in accordance with
said complex signal.
3. A system as set forth in claim 2, in which the means to apply
said vibrations to the patient includes a probe anchored on said
diaphragm.
4. A system as set forth in claim 1, in which the means to generate
the complex signal are constituted by a low sonic frequency
oscillator which is adjustable in frequency and a high sonic
frequency oscillator which is adjustable in frequency, and means
to combine the adjusted outputs of said low and high- frequency
oscillators to produce the complex signal having the desired
frequency components.
5. A system as set forth in claim 4, in which the low-frequency
oscillator is adjustable in a range whose upper limit is about
400 Hz.
6. A system as set forth in claim 4, in which the high-frequency
oscillator is adjustable in a range whose upper limit is about
1000 Hz.
18
From August 1998 to November 1999, ADM Tronics finalized manufacturing plans for
the Aurex-3 and in November 1999 began to deliver the devices. Since that time
through April 30, 2002, ADM Tronics' net sales of the Aurex-3 have been
approximately $185,000 of which $95,000 represented sales in the United States.
At the end of December 1999, 6 Aurex-3 devices were made available to the Dutch
Commission on Tinnitus & Hyperacusis. On December 24, 1999, six participants
were examined by the Dutch Commission for their tinnitus and trained in the use
of the Aurex-3 by an audiologist and adviser of the group. After a six-week
trial period with six participants, during which one participant reported a
worsening of tinnitus, the Dutch Commission concluded that no positive results
could be reported. Although the Dutch Commission tentatively concluded that the
Aurex-3 seldom or never has a positive effect on tinnitus, especially on high
frequency tinnitus, it did not exclude the possibility that application of the
Aurex-3 on patients with a low tone tinnitus might show better results.
We have been advised by ADM Tronics that it believes that the Dutch Commission's
conclusions are flawed primarily because of the small number of participants and
the probable selection of participants whose condition could not be improved
through the use of the Aurex-3. ADM Tronics has further advised us that, in its
limited experience, when potential users of the Aurex-3 were pre-screened to
eliminate those with non-noise induced or variable intensity tinnitus, more than
60% of the users of the Aurex-3 have experienced significant improvement. Other
than the Dutch Commission's study, we are not aware of any independent study to
determine the benefits, if any, of the Aurex-3.
Under the Asset and Rights Purchase Agreement, we will acquire the use of all
permits, approvals, licenses and authorizations held by ADM Tronics relating to
the marketing of the Aurex-3. We will only be permitted to market the Aurex-3
in the United States where our marketing rights will be exclusive except for
sales by ADM Tronics to an existing customer. ADM Tronics' sales to that
customer have amounted to approximately $10,000. Because of the limited sales
that ADM Tronics has made to its existing customers, we do not believe the
continued sales by ADM Tronics to those customers will have any material impact
on our ability to market the Aurex-3.
In the event that we do not purchase a minimum of 90 Aurex-3 devices from ADM
Tronics within one year from the consummation of the transaction with ADM, with
the minimum to increase by 10% above the previous year's minimum for each
following year, ADM Tronics shall have the right to terminate our exclusivity
with respect to the Aurex-3.
19
MARKETING
We plan to initially utilize a phased communications and distribution strategy
to market the ethnic shave cream. We intend to begin with New York City and the
Bahamas. New York City has the largest African-American population of cities in
the U.S. The Bahamians are predominantly black and, we believe, will constitute
a useful and economic test market for the product. In the first phase, a
communications piece will be developed and mailed, or emailed, to personal care
retail distribution units throughout the boroughs of Manhattan, Brooklyn and
Queens in New York City and the island of New Providence (which includes the
city of Nassau) in the Bahamas. Orders will be taken from a website, or by
replying to the direct mail campaign. In the second phase, communications will
be sent to Philadelphia, Baltimore, Washington, Chicago, Detroit, Houston,
Memphis, New Orleans, and, subsequently, Los Angeles. In the third phase, we
intend to hire a sales person to visit large distributors to retail stores.
Our estimated initial expenditures are $50,000 for the design and development of
our website and its maintenance for the first year, $2,000 for the purchase of
lists, and $15,000 for the development, production and distribution of hard copy
and offline mail messages.
We also plan to use a phased communications and distribution strategy to market
the Aurex-3. In the first phase, a communications piece will be developed and
mailed or emailed to hearing aid distribution units in the U.S. Orders can be
made from a website, or by replying to the direct mail campaign. In the second
phase, we intend to hire a sales person to visit large distributors. Our
estimated initial expenditures are $50,000 for the design and development of our
website and its maintenance for the first year, and $15,000 for the development,
production and distribution of hard copy and offline mail messages.
We do not have any immediate plans to market the burn lotion.
We cannot begin meaningful marketing efforts unless we obtain additional
capital. We cannot assure you that we can obtain the capital on terms
acceptable to us, if at all, or that our marketing efforts will be successful.
20
COMPETITION
We expect to encounter intense competition in our effort to market each of the
products that we obtain from ADM Tronics. Substantially all our competitors
will have significantly greater experience, resources and managerial
capabilities than we do. We do not expect to become a significant factor in the
marketplace in the respective industries of the any of the products in the
foreseeable future, if at all.
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 an immediate need to engage any full-time
employees.
FACILITIES
Our president has agreed to provide office space, initially in Cos Cob,
Connecticut, to us at no charge for at least one year from the date of this
prospectus. Our president has the right to select another location.
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 44 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.
21
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 portion of their time to us.
They intend to communicate periodically, primarily by telephone, to discuss our
affairs and to review our operations. 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 confirm your investment or purchase any of our shares to
be offered by them.
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.
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:
22
ESCROW ACCOUNT
All shares issued in connection with an itia public offering and the gross
proceeds from the initial public offering must be deposited promptly into an
escrow account. Although $1,500 of the proceeds deposited in the escrow account
could have been released to us, we chose to retain those funds in the escrow
account. Any other securities issued with respect to the shares, including
securities issued with respect to stock splits, stock dividends, or similar
rights, must 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 may 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 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 must file promptly an amendment to
our registration statement with the SEC which will disclose the acquisition.
During that period, a significant acquisition did not become probable
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 must 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 the offering, the terms of the offering
and other requisite information.
23
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 must 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. Rule 419 provides that aach purchaser shall 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. We have chosen to limit the period to 20 days. If we do not receive
the notification by the 20th 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.
We have designated that number as the purchasers of at least 7,000 shares.
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 not prior to March 28, 2003, funds held in the escrow account will be
returned to the purchasers.
24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 28, 2002 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 Amount of Shares
Beneficial Owner (1) Beneficially Owned (2) Percent of Class (2)
- ----------------------- | ---------------------- | --------------------
Gary Cella | |
5 Ridge Road | |
Cos Cob, CT 06807 | 1,500,000 | 49.9%
| |
Jonathan B. Reisman | |
6975 NW 62nd Terrace | |
Parkland, FL 33067 | 1,500,000 | 49.9%
| |
Officers and directors | |
as a Group (2 persons) | 3,000,000 | 99.8%
- ----------------------- | ---------------------- | --------------------
Neither of Messrs Cella nor Reisman purchased any of the 7,500 shares that we
sold in our initial public offering.
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.
Messrs. Cella and Reisman have borne on our behalf approximately $20,000 of
costs related to the filing of a registration statement on Form SB-2 with the
Securities and Exchange Commission, subsequent filings and other expenses. They
have agreed to waive any interest and to defer the payment to them by the
Company of that amount until the Company becomes a going concern
25
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 substantially 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.
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. On June 23, 2002, we
had 17 shareholders of record.
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 and 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 resoldjm
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.
26
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:
<table>
<caption>
<s> <c> <c> <c> <c>
Percentage of
Outstanding Shares
of Common Stock to
be Owned After the
Offering (assuming
the confirmation
of all shares sold
by us and the sale
by the selling
stockholders of
all sahres offered
by them and the
Shares of Common consummation of
Name & Address of Shares of Common Number of Shares Stock to be Owned the transaction
Selling Stockholder Stock Owned Being Offered After the Offering with ADM Tronics)
- ---------------------- | ---------------- | ---------------- | ------------------ | ----------------- |
Gary Cella | | | | |
5 Ridge Road | | | | |
Cos Cob, CT 06807 | 1,500,000 | 100,000 | 1,400,000 | 44% |
| | | | |
Jonathan B. Reisman | | | | |
6975 NW 62nd Terrace | | | | |
Parkland, FL 33067 | 1,500,000 | 100,000 | 1,400,000 | 44% |
- ---------------------- | ---------------- | ---------------- | ------------------ | ----------------- |
</table>
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.
27
PLAN OF DISTRIBUTION
Shares may be sold from time to time directly by the selling stockholders at an
initial offering price of $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.
28
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 approximately 50% of our outstanding shares, is also our co-founder and is
our Secretary and a Director.
EXPERTS
Our financial statements as of March 31, 2002 and for the period from April 18,
2001 to March 31, 2002 have been included in this prospectus in reliance upon
the report of William A. Meyler, P.C. 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.
We are subject to the information and reporting requirements of the Securities
Exchange Act of 1934 and file periodic reports and other information with the
SEC.
We do not intend to furnish our stockholders with annual reports containing
audited financial statements.
29
REPORT OF INDEPENDENT AUDITOR
Board Of Directors
New England Acquisitions, Inc.
Cos Cob, CT
We have audited the accompanying balance sheet of New England Acquisitions, Inc.
(a Florida corporation in the development stage) as of March 31, 2002 and the
related statement of net loss and stockholder's equity-deficit and cash flows
for the period inception April 18, 2001 to March 31, 2002. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we 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. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above, present fairly in
all material respects the financial position of New England Acquisitions, Inc.
as of March 31, 2002 and the results of its operations and its cash flows for
the period inception April 18, 2001 to March 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As discussed in Note B of the financial
statement, the company is newly incorporated and to date has had no operating
activities. Management's plans, in regard to subsequent operating activities,
are more fully described in Note B.
/s/ William A. Meyler, P.C.
-----------------------
William A. Meyler, P.C.
Middletown, NJ
May 3, 2002
30
NEW ENGLAND ACQUISITIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
March 31, 2002
CURRENT ASSETS
Cash $ 100
------
Total Current Assets 100
OTHER ASSETS
Restricted cash 15,000
------
$ 15,100
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 7,500
Due to principal stockholder 20,034
------
Total Current Liabilities 27,534
STOCKHOLDERS' EQUITY
Common stock authorized 150,000,000
shares; $0.00001 par value; issued
and outstanding 3,007,500 shares
at March 31, 2002 30
Deficit accumulated during Development Stage (12,464)
------
Total Stockholders' Equity-Deficit (12,434)
------
$ 15,100
======
See accompanying notes to financial statements.
31
NEW ENGLAND ACQUISITIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period April 18, 2001 (Inception) to March 31, 2002
<table>
<caption>
<s> <c> <c> <c> <c> <c>
Common Stock Contributed Accumulated
Number Amount Capital Deficit Total
--------- ------ ----------- ----------- --------
Issuance of shares to
offices and directors
@$.001 per share 200,000 $ 200 - - $ 200
Effect of 15 to 1
stock split and
change of par
value to $.00001
per share 2,800,000 (170) $ 170 - -
Sale of 7,500
shares @$2.00
per share 7,500 - 15,000 - 15,000
Cost of registration - - (15,170) (3,364) (18,534)
Net loss for period - - - $ (9,100) (9,100)
--------- ------ -------- -------- --------
Balance
December 31, 2002 3,007,500 $ 30 $ 0 $ (12,464) $ (12,434)
========= ====== ======== ======== ========
See accompanying notes to financial statements.
</table>
32
NEW ENGLAND ACQUISITIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF NET LOSS
For the Period Inception (April 18, 2001) to March 31, 2002
GENERAL AND ADMINISTRATIVE EXPENSES
Professional fees $ 9,000
Bank charges 100
---------
9,100
---------
Net Loss For the Period $ 9,100
=========
Net Loss Per Share $ (0.003)
=========
Weighted average number of common
shares outstanding 3,003,934
=========
See accompanying notes to financial statements.
NEW ENGLAND ACQUISITIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
For the Period April 18, 2001 (Inception) to March 31, 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for period $ (9,100)
Adjustments to reconcile net loss to
Net cash provided by (used in)
operating activities
Restricted cash (15,000)
Accrued expenses 7,500
Due to principal stockholder 20,034
---------
Net Cash Provided by Operating Activities 3,434
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 15,200
Cost of registering securities (18,534)
---------
Net Cash Provided by Financing Activities (3,334)
Net Increase in Cash 100
CASH AT BEGINNING OF PERIOD -
---------
CASH AT END OF PERIOD $ 100
=========
33
SUPPLEMENTAL CASH FLOW INFORMATION:
None
See accompanying notes to financial statements.
NEW ENGLAND ACQUISITIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
New England Acquisitions, Inc. (the Company), a development stage enterprise,
was organized under the laws of the State 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
effect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The company considers all highly-liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
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. In December 2002, the
Company sold 7,500 shares of its common stock at $2.00 per share which were
registered under the Securities Act of 1933. In March 2002, the company entered
into an Assets and Rights Purchase Agreement (the Agreement) which, if
consummated, would allow the Company to market and sell three different
proprietary medical products. The Agreement is contingent upon, among other
things, the filing and effectiveness of a post-effective amendment to its
registration statement with the Securities and Exchange Commission and the
confirmation of their investment by the holders of not less than 7,000 of the
shares that were sold at $2.00 per share. The Company plans to obtain $150,000
to fund its initial marketing and sales activities through the private sale of
its common stock. It is anticipated that such proceeds will enable the Company
to commence operations. There is no assurance, however, that the Company will
be successful in its efforts to complete a private placement or that the
proceeds of a successful private placement will be sufficient to fund the
operations of the Company.
34
NOTE C - RELATED PARTY TRANSACTIONS
The principal stockholders of the Company have paid on behalf of the Company all
of the costs related to the filing of a registration statement under Form SB-2
with the Securities and Exchange Commission and subsequent quarterly compliance
filings. The total amount advanced by the stockholder is $20,034 at March 31,
2002. The principal stockholders have agreed to defer the reimbursement of
their advances until the company becomes a going concern.
NOTE D - INCOME TAXES
The Company has adopted Financial Accounting Standard Statement No. 109 (FASB
No. 109). Under this method, the Company recognizes a deferred tax liability or
asset for temporary differences between the tax basis of an asset or liability
and the related amount reported on the financial statements. The principal
types of differences, which are measured at the current tax rates, are net
operating loss carry forwards. At March 31, 2002, the differences resulted in
a deferred tax asset of approximately $1,365. FASB No. 109 requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. Accordingly, the company has recorded a valuation
allowance for the entire deferred tax asset, and the accompanying financial
statements do not reflect any net asset for deferred taxes at March 31, 2002.
The Company's net operating loss carry forward amounted to approximately $9,100
at March 31, 2002.
NOTE E - COMMON STOCK
In December 2001, the Company sold 7,500 shares of its common stock at $2.00 per
share under its registration statement on Form SB-2 filed with the Securities
and Exchange Commission. The proceeds and any interest or dividends are being
held in an escrow account for the sole benefit of the purchasers of the shares.
The Company is preparing and intends to shortly file a post-effective amendment
to its registration statement which will describe, among other things, the
Agreement referred to in Note F of Notes to Financial Statements. Within five
business days after the effective date of the amendment, the Company will send
to each purchaser of securities held in escrow, a copy of the prospectus. Each
purchaser will have no fewer than 20 business days from the effective date of
the amendment to notify the Company in writing that the purchaser elects to
remain an investor. The acquisition will be consummated if the holders of at
least 7,000 shares confirm their investments. If the acquisition is
consummated, funds held in escrow for the benefit of the confirming investors
will be released to the Company and any remaining funds will be returned to the
other purchasers.
35
NOTE F - COMMITMENTS AND CONTINGENCIES
On March 21, 2002, the Company entered into an Asset and Rights Purchase
Agreement with ADM Tronics Unlimited, Inc. to acquire the rights to market and
sell three different medical products. (See Note E of Notes to Financial
Statements). If the Agreement is consummated, the Company will issue ADM Tronics
150,375 shares of the Company's common stock and pay ADM Tronics a royalty of 6%
of gross sales of the products, less discounts, returns and allowances. The
Company will also pay consulting fees and related expenses for any time expended
by ADM Tronics' employees for any services related to the products other than
manufacturing activities, to be mutually agreed upon in advance of any of the
services. In order to maintain exclusivity with respect to the medical
products, the Company will be required to pay certain minimum royalties to ADM
Tronics. The Company must also pay $25,000 to ADM Tronics in advance of the
initiation of production of one of the products for ADM Tronics' expenses and
establishment of regulatory support and processes for distribution. If the
Company does not make the payment within one year from the consummation of the
transaction with ADM Tronics, the Company will lose the exclusive rights to the
product.
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.
36
TABLE OF CONTENTS
PROSPECTUS SUMMARY....................................3
RISK FACTORS.........................................4
FORWARD-LOOKING STATEMENTS............................6
USE OF PROCEEDS.......................................6
DIVIDEND POLICY.......................................7
MANAGEMENT'S PLAN OF OPERATION........................7
PROPOSED BUSINESS.....................................7
MANAGEMENT...........................................13
PROVISIONS OF RULE 419 UNDER THE SECURITIES
ACT OF 1933.........................................14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..........................................16
CERTAIN TRANSACTIONS.................................16
DESCRIPTION OF COMMON STOCK..........................17
SHARES ELIGIBLE FOR FUTURE SALE......................17
SELLING STOCKHOLDERS.................................18
PLANS OF DISTRIBUTION................................19
LEGAL PROCEEDINGS....................................19
INDEMNIFICATION......................................19
LEGAL MATTERS........................................20
EXPERTS..............................................20
ADDITIONAL INFORMATION...............................20
REPORT OF INDEPENDENT AUDITOR........................21
NEW ENGLAND ACQUISITIONS, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
________, 2002
38
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses incurred by the Registrant in connection with its initial public
offering and the offer and sale by the selling stockholders 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.....................................$1,500
Escrow fee..............................................$350
Miscellaneous...........................................$3,542
Total...................................................$18,500
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.
39
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
(1) 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.
(2) There were no principal underwriters.
(3) The aggregate consideration for the securities referred to in
subparagraph was $200.
(4) 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.
<table>
<caption>
<s> <c>
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.**
10.02 Asset and Rights Purchase Agreement of March 21, 2002, by and
between ADM Tronics Unlimited, Inc. and the Registrant.****
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 as part of Post-Effective Amendment No. 2 to registration statement on Form SB-2.
***** Filed herewith
</table>
40
ITEM 28. UNDERTAKINGS.
The undersigned small business issuer will
(1) File, during any period in which it offers or sells securities, 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) 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.
41
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 28th day of June, 2002.
New England Acquisitions, Inc.
By: /s/ Gary Cella
------------
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, June 28, 2002
------------------- Principal Financial Officer
Gary Cella and Director
/s/ Jonathan B. Reisman Director June 28, 2002
-------------------
Jonathan B. Reisman