SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending
May 4, 2001
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-31245
KAW ACQUISITION CORPORATION
(Exact name of registrant as
specified in its charter)
Nevada 91-2048043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 North Hill Avenue, Willow Grove, PA 19090
(Address of principal executive offices (zip code))
918-336-1773
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed
all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the last
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes No X
The registrant became subject to the filing requirements
within the past 90 days.
Indicate the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date.
Class Outstanding at May 4, 2001
Common Stock, par value $0.001 500,000
PART I - - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KAW ACQUISITION CORPORATION
(A Development Stage Company)
As of May 4, 2001
(Unaudited)
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Common stock, .001 par value, 100,000,000 shares
authorized, 500,000 issued and outstanding 500
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
February 5, 2001 May 3, 2000
to (Inception) to
May 4, 2001 May 4, 2001
Income $ - $ -
Expenses - -
Total expenses - -
NET LOSS $ 0 $ 0
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period From May 3, 2000 (Inception)
To May 4, 2001
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Issued Paid-In Development
Shares Amount Capital Stage Total
Common Stock
Issuance 500,000 $ 500 - - $ 500
Fair value of
expenses
contributed - - - - -
Net losses for the periods ended:
May 4, 2001 - - - - -
BALANCE AT
May 4, 2001 500,000 $ 500 - - $ 500
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
February 5, 2001 May 3, 2000
to (Inception) to
May 4, 2001 May 4, 2001
CASH FLOW FROM OPERATING
ACTIVITIES:
Net loss $ - $ -
Adjustment to reconcile net
loss to net cash used by
operating activities
Capitalized expenses - -
Net cash used in operating
activities - -
CASH FLOWS FROM INVESTING
ACTIVITIES - -
CASH FLOWS FROM FINANCING
ACTIVITIES - -
Proceeds from issuance of
common stock - 500
Net cash provided by
financing activities - 500
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 500 -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ 500
See accompanying notes to financial statement.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
A. Organization and Business Operations
Kaw Acquisition Corporation (a development stage
company) ("the Company") was incorporated in Nevada on
May 3, 2000 to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private
business. At May 4, 2001, the Company has not yet
commenced any formal business operations, and all
activity to date relates to the Company's formation and
proposed fund raising. The Company's formation and
proposed fund raising. The Company's fiscal year end is
December 31.
The Company's ability to commence operation is contingent
upon its ability to identify a prospective target business.
B. Cash and Cash Equivalents
The preparation of the financial statements requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with
the original maturity of three months or less to be cash
equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting
Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the
financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred
tax assets and liabilities are there respective tax basis.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are
expected to be recovered or settled. Under Statement 108,
the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period
that includes the enactment date. There were no current
or deferred income tax expense or benefits due to the
Company not having any material operations for the period
ending May 4, 2001.
NOTE 2 STOCKHOLDER'S EQUITY
Common Stock
The Company is authorized to issue 100,000,000 shares of
common stock at $ .001 par value. The Company issued
500,000 shares of its common stock to Peter R. Goss pursuant
to Rule 506 for an aggregate consideration of $500.
NOTE 3 AGREEMENT
On June 29, 2000, the Company signed an agreement with
Peter R. Goss, a related entity (see Note 4). The Agreement
calls for Peter R. Goss to provide the following services,
without reimbursement from the Company, until the Company
enters into a business combination as described in Note 1A:
1. Preparation and filing of required documents
with the Securities and Exchange Commission.
2. Location and review of potential target
companies.
3. Payment of all corporate, organizational, and
other costs incurred by the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company has registered its common stock on a Form
10-SB registration statement filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12 (g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic
reports under Rule 13 (a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form
10-KSB.
The Company was formed to engage in a merger with or
acquisition of and unidentified foreign or domestic
private company which desires to become a reporting
company whose securities have been registered under the
Exchange Act. The Company may be deemed to meet the
definition of a "blank check" company contained in
Section (7) (b) (3) of the Securities Act of 1933, as
amended.
Management believes that there are perceived benefits to
being a reporting company which may be attractive to
foreign and domestic private companies.
These benefits are commonly thought to include:
(1) the ability to use securities to make
acquisition of assets or businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial
institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options
for stock for which there may be a public market;
(8) enhanced corporate image; and
(9) a presence in the United States capital market.
A private company which may be interested in a business
combination with the company may include:
(1) a company for which a primary purpose of
becoming a reporting company is the use of its
securities for the acquisition of assets or
businesses;
(2) a company which is unable to find an underwriter
of its securities or is unable to find an
underwriter of securities on terms acceptable to
it;
(3) a company which wishes to become a reporting
company with less dilution of its common stock
than would occur normally upon an underwriting;
(4) a company which believes that it will be able to
obtain investment capital on more favorable
terms after it has become a reporting company;
(5) a foreign company which may wish an initial
entry into the United States securities market;
(6) a company seeking one or more of the other
benefits believed to attach to a reporting company.
The Company is authorized to enter into a definitive
agreement with a wide variety of private businesses
without limitation as to their industry of revenues. It
is not possible at this time to predict with which
private company, if any, the Company will enter into a
definitive agreement or what will be the industry,
operating history, revenues, future prospects or other
characteristics of that company.
As of the date hereof, management has not made any final
decision concerning or entered into any final agreements
for a business combination. When any such final
agreement is effected the Company will file notice of
such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this form
10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not
to sell or otherwise transfer any of their common stock
of the Company except in connection with a business
combination.
The Company does not intend to trade its securities in
the secondary market until completion of a business
combination. It is anticipated that following such
occurrence the Company will take the steps required to
cause its common stock to be admitted to quotation on
the Nasdaq OTC Bulletin Board or, if it then meets the
financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or
national exchange.
PART II - - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and
the Company is unaware of such proceedings contemplated
against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF
SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an
exhibit to the Company's registration statement
on Form 10-SB filed on August 4, 2000, and is
incorporated herein by reference.
-- By-Laws filed as an exhibit to the
Company's registration statement of Form 10-SB
filed on August 4, 2000, which is incorporated
herein by reference.
-- Shareholder agreement filed as an
exhibit to the Company's registration statement
on Form 10-SB filed on August 4, 2000, which is
incorporated herein by reference.
-- Agreement with Peter R. Goss filed as an
exhibit to the Company's registration statement
of Form 10-SB filed on August 4, 2000, which is
which is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Company during the quarter.
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 thereunto
duly authorized.
KAW ACQUISITION CORPORATION
By: /s/ Peter R. Goss
Peter R. Goss
President
Dated: May 4, 2001