UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2003
NEW ENGLAND ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Florida 5 Ridge Road 65-1102237
Cos Cob, CT 06807
(State or other 203-622-1848 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or (Address of Principal
organization) Executive Offices)
Registrant's telephone number, including area code: 203-622-1848
================================================================================
Item 5. Other Events and Regulation FD Disclosure.
We have, through a wholly owned subsidiary, entered into an Agreement under
which we have been appointed by Repro-Med Systems, Inc. as the exclusive
worldwide distributor of two gynecological medical devices. The devices consist
of a Masterson Endometrial Biopsy Kit for in-office physician biopsy sampling
procedures and the Thermal Cautery System is designed to be used by physicians
for tubal ligation procedures. The devices are not protected by any patents.
As part of the Agreement, depending upon sales levels of the devices, we have
agreed to issue a maximum of 120,000 shares of our common stock to Repro-Med and
Repro-Med has agreed to issue a maximum of 240,000 shares of its common stock
to us.
In the event that sales of the devices do not reach the minimum levels
commencing on August 26, 2003 as set forth in the table below, our distribution
rights shall become non-exclusive unless Repro-Med, at its sole option,
terminates our distribution rights in connection with the sale or entry by
Repro-Med into an exclusive distribution agreement with a third party upon
payment to us of an amount equal to our sales of the devices in excess of
$180,000 less our cost of such sales, during the twelve month period immediately
preceding the termination.
TIME PERIOD MINIMUM SALES
- ------------ --------------
18 months $350,000
19th through 30th Month $675.000
31st through 42nd Month $1,175,000
Prior to the time, if any, that the exclusive rights are terminated, the price
we will pay to Repro-Med for the first $180,000 of sales of the devices to our
customers during each twelve month period commencing August 26, 2003 shall be
the full amount paid to us by our customers, less any returns or allowances.
Subsequent to any such termination, the price we will pay to Repro-Med for the
first $180,000 of such sales to customers identified by Repro-Med as existing
customers during each twelve month period commencing upon such termination shall
be the full amount paid to us by such identified customers, less any returns or
allowances. Repro-Med has advised us that its current annual sales of the
devices are approximately $180,000.
Our ability to distribute the devices is, in substantial part, dependant upon
our ability to acquire not less than $50,000 of capital. We doe not now have
any meaningful capital and there can be no assurance that we will be successful
in obtaining sufficient capital on terms not unfavorable to us, if at all. We
have not conducted any market research with respect to the devices nor have we
determined the safety and efficacy of the devices.
Item 7. Financial Statements and Exhibits.
Exhibit 99.01 - Agreement between International Products, Inc., Andrew I.
Sealfon and Repro-Med Systems, Inc. dated August 26, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
New England Acquisitions, Inc.
Date: August 26, 2003
/s/ Gary Cella
- ---------------
Gary Cella,
President