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 period from January 1, 2002, to March 31, 2002
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 0-31245
KAW ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-2048013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
963 Valley View Drive
Meadowbrook PA 19046-1317
(Address of principal executive offices (zip code))
918-336-1773
(Registrant's telephone number, including area code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of
the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of
the Exchange Act: Common Stock:
$0.001 Per Share
Check whether the issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
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
State the number of shares outstanding of each of
the issuer's class of common equity, as of March 27,
2003: 500,000 shares.
Transitional Small Business Disclosure Format:
Yes No X
PART I
Kaw Acquisition Corporation is in the process of
filing all of its periodic reports since its
inception with the Securities and Exchange
Commission. The periodic filings initially filed
erroneously stated that the Company's fiscal year
end was April 30 when, in fact, it has always been
December 31 and as such, the quarterly reports also
contained incorrect information.
ITEM 1. FINANCIAL STATEMENTS
KAW ACQUISITION CORPORATION
(A Development Stage Company)
BALANCE SHEET (Unaudited)
MARCH 31, 2002
ASSETS
Current Assets
Cash
$
439
---------------
Total Current Assets
$ 439
---------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
$
Stockholder's Equity
Common stock $.001 par value; 100 million
shares
authorized; 500,000 issued and
outstanding 500
Deficit accumulated during the development
stage (61)
---------------
$ 439
---------------
$ 439
---------------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Operations (Unaudited)
From
Three Months
May 3, 2000
Ended
(Inception)
March 31
to September
2002
2001 30, 2001
------
------ ----------
Income
Other income (net) $ --
$ -- $
------
------ ----------
Expenses
General and administrative $ --
$ 17 61
------
------ ----------
Net Loss $ --
$(17) $(61)
------
------ ----------
Earnings per share
Net loss per common share $ 0
------
Weighted average of common
shares outstanding 500,000
----------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Changes in Stockholder's Equity
(Unaudited)
From May 3, 2000 (Inception) to March 31, 2002
Deficit
Accumulated
through the
Common Stock Paid in Development
Shares Amount Capital
Stage Total
---------- ---------- ----------
---------- ----------
Initial stock issuance,
on June 29, 2000 500,000 $ 500 $ --
$ -- $ 500
Net loss, December
31, 2000
(26) (26)
---------- ---------- ----------
---------- ----------
Balance December 31,
2000 500,000 $ 500 $
(26) $ 474
Net loss, December -- --
-- (35) (35)
31, 2001 ---------- ---------- ----------
---------- ----------
Balance March
31, 2002 500,000 $ 500 $ --
(61) $ 439
---------- ---------- ----------
---------- ----------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
From May 3, 2000
Three Months
(Inception) to
Ended March 31,
March 31,
2002 2001
2002
---------- ----------
----------
Cash flows from operating activities
Net loss $ -- $ (17)
$ (61)
---------- ----------
----------
Adjustments to reconcile net loss
to net cash used in operating
activities:
Net cash used in operating activities $ -- $ (17)
$ (61)
---------- ----------
----------
Cash flows from financing activities:
Net proceeds from issuance of
common stock
500
---------- ----------
----------
Net cash provided by financing
activities
500
---------- ----------
----------
Net increase (decrease) in cash (17)
439
Cash, beginning of period $ 439 474
---------- ----------
----------
Cash, end of period $ 439 $ 457
$ 439
---------- ----------
----------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Six Months Ended June 30, 2001
NOTE 1 UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have
been prepared in accordance with the instructions to
Form 10-QSB and, therefore, omit or condense certain
footnotes and other information normally included in
financial statements prepared in accordance with
generally accepted accounting principles. It is
suggested that these condensed financial statements
should be read in conjunction with the Company's
financial statements and notes thereto included in
the Company's audited financial statements on Form
10-KSB for the fiscal year ended December 31, 2001.
The accounting policies followed for interim
financial reporting are the same as those disclosed
in Note 1 of the Notes to Financial Statements
included in the Company's audited financial
statements on Form 10-KSB for the fiscal year ended
December 31, 2001.
In the opinion of management, the unaudited
financial statements include all necessary
adjustments (consisting of normal, recurring
accruals) for a fair presentation of the financial
position, results of operations and cash flow for
the interim periods presented. Preparing financial
statements requires management to make estimates and
assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Actual
results may differ from these estimates. Interim
results are not necessarily indicative of results
for a full year. The results of operations for the
six-month period ended March 31, 2002, are not
necessarily indicative of operating results to be
expected for a full year.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES
Stock Options
The Company elected to account for stock options
issued to employees in accordance with Accounting
Principles Board Opinion No. 25 (APB Opinion No. 25)
Accounting For Stock Issued to Employees and related
interpretations, which established financial
accounting and reporting for compensation cost of
stock issued to employees through non-variable
plans, variable plans, and non-compensatory plans,
and accounts for stock options and warrants issued
to non-employees in accordance with SFAS 123,
Accounting for Stock-Based Compensation, which
established a fair value method of accounting for
stock compensation plans with employees and others.
Accounting Pronouncements
In June, 2001, the Financial Accounting Standards
Board issued Statement of Accounting Standards No.
141, Business Combinations (SFAS No. 141), which
establishes financial accounting and reporting for
business combinations and establishes financial
accounting and reporting for business combinations
and supersedes APB Opinion No. 16, Business
Combinations, and FASB Statement No. 38 Accounting
for Preacquisition Contingencies of Purchased
Enterprises. All business combinations in the scope
of this statement are to be accounted for using the
Purchase Method. SFAS No. 141 is applicable for
fiscal years beginning after June 30, 2001.
Accounting Standards No. 142 Goodwill and Other
Intangible Assets (SFAS No. 142) addresses financial
accounting and reporting for acquired goodwill and
other intangible assets and supersedes APB Opinion
No. 17. This statement addresses how goodwill and
intangible assets other than those acquired in a
business combination should be accounted for after
they have been initially recognized on the financial
statements. SFAS No. 142 is applicable for fiscal
years beginning after December 15, 2001.
Statement No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets supersedes Statement
No. 121 Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of
("SFAS 121"). Though it retains the basic
requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides
additional implementation guidance. SFAS 144
excludes goodwill and intangibles not being
amortized among other exclusions. SFAS 144 also
supersedes the provisions of APB 30, Reporting the
Results of Operations pertaining to discontinued
operations. Separate reporting of a discontinued
operation is still required, but SFAS 144 expands
the presentation to include a component of an
entity, rather than strictly a business segment as
defined in SFAS 131, Disclosures about Segments of
an Enterprise and Related Information.
SFAS 144 also eliminates the current exemption to
consolidation when control over a subsidiary is
likely to be temporary. This statement is effective
for all fiscal years beginning after December 15,
2001. The Company believes that the future
implementation of SFAS 144 will not have a material
effect on the Company's financial position, results
of operations or liquidity.
Concentration of Risk
There were no cash balances at March 31, 2002, that
exceed federal insurance limits.
Basic Earnings (Loss) per Share
Basic earnings (loss) per share for each year is
computed by dividing income (loss) for the year by
the weighted average number of common shares
outstanding during the year. Diluted earnings
(loss) per share include the effects of common stock
equivalents to the extent they are dilutive.
Basic weighted average number of shares outstanding
at March 31, 2002, is as follows:
Basic weighted average number of shares
outstanding 500,000
NOTE 3 STOCKHOLDER'S EQUITY
Common Stock
The Company is authorized to issue 100,000,000
shares of common stock at $0.001 par value. On June
29, 2000, the Company issued 500,000 shares of
common stock for an aggregate consideration of $500.
NOTE 4 GOING CONCERN UNCERTAINTY
These financial statements are presented assuming
the Company will continue as a going concern. The
Company has no operating history, no established
source of revenue or earnings from operations, as
well as an accumulated deficit. This raises
substantial doubt about the Company's ability to
continue as a going concern. Management's plan in
regard to these matters includes active pursuit of
suitable business opportunities with which to
negotiate business combinations on terms favorable
to the Company.
NOTE 5 SUBSEQUENT EVENTS
Plan of Operation
Kaw has entered into an agreement with Peter Goss,
the sole shareholder of Kaw, to supervise the search
for target companies as potential candidates for a
business combination. The agreement will continue
until such time as Kaw has effected a business
combination. Peter Goss has agreed to pay all
expenses of Kaw without repayment until such time as
a business combination is effected.
Mr. Goss may only locate potential target companies
for Kaw and is not authorized to enter into any
agreement with a potential target company binding
Kaw. Kaw's agreement with Mr. Goss is not exclusive
and Mr. Goss has entered into agreements with other
companies similar to Kaw on similar terms. Mr. Goss
may provide assistance to target companies incident
to and following a business combination, and receive
payment for such assistance from target companies.
Mr. Goss owns 500,000 shares of Kaw's common stock
for which he paid $500, or $0.001 par value per share.
Mr. Goss has entered, and anticipates that he will
enter, into agreements with other consultants to
assist him in locating a target company and may
share his stock in Kaw with or grant options on such
stock to such referring consultants and may make
payments to such consultants from his own resources.
There is no minimum or maximum amount of stock,
options, or cash that Mr. Goss may grant or pay to
such consultants. Mr. Goss is solely responsible
for the costs and expenses of his activities in
seeking a potential target company, including any
agreements with consultants, and Kaw has no
obligation to pay any costs incurred or negotiated
by Mr. Goss.
Mr. Goss may seek to locate a target company through
solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites
and similar methods. If Mr. Goss engages in
solicitation, no estimate can be made as to the
number of persons who may be contacted or solicited.
To date Mr. Goss has not utilized solicitation and
expects to rely on consultants in the business and
financial communities for referrals of potential
target companies.
Change in Registrant's Certifying Accountant.
On January 17, 2003, Kaw Acquisition Corporation
(the "Registrant") notified the accounting firm of
Magee, Rausch & Shelton, LLP, of Tulsa, Oklahoma
("MRS") that MRS had been replaced as the
Registrant's principal accountant. MRS reported on
and audited the financial statements prepared by the
Registrant for the period since inception (May 3,
2000) and ending July 15, 2000.
On October 25, 2002, the Registrant engaged the
accounting firm of James J. Taylor ("JJT") of New
Braunfels, Texas, as its principal accountant to
audit the financial statements prepared by the
Registrant for the current fiscal year and for its
past filings. The decision to change accountants
was recommended by the Company's Board of Directors
and was based on the recommendation of Special
Counsel to the Registrant to change as JJT would be
more accessible in the State of Texas to potential
merger candidates.
The financial statements reviewed as of July 15,
2000 and reported by MRS did not contain an adverse
opinion or a disclaimer of opinion, nor were
qualified or modified as to uncertainty, audit
scope, or accounting principles. Additionally,
during he Registrant's two most recent fiscal years
and any subsequent interim period preceding MRS'
dismissal, there were no disagreements with the
Registrant's former accountant on any matter of
accounting principles or practices, financial
statement disclosure, or auditing scope or
procedures. A copy of this disclosure has been
provided to MRS. A copy of MRS' letter addressed to
the Securities and Exchange Commission stating
whether it agrees with the statements made by the
Registrant contained in this Item 4 is attached to
this Report as an exhibit.
Other Events
The Board of Directors recommended to the Registrant
shareholders, and on September 30, 2002, the
shareholders of the Registrant approved, a
Resolution to amend the Registrant's Articles of
Incorporation to:
- - create a Class A Common Stock
from the authorized capital
stock consisting of 12,000,000
shares with a par value of
$0.001 per share,
- - create a Class B Common Stock
from the authorized capital
stock consisting of 88,000,000
shares with a par value of
$0.001 per share, and
- - add a preferred stock class
for 20.0 million additional
authorized shares.
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
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Incorporation (1)
3.3 Bylaws (1)
10.1 Agreement with Peter Goss (1)
10.2 Shareholders Agreement (1)
99.3 Certification by the Company's
Chief Executive Officer and
Chief Financial Officer.*
(1) filed as an Exhibit to the Company's Form
10-SB, filed with the Securities and Exchange
Commission on August 7, 2000
* filed with this Form 10-QSB
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: March 27, 2003
EXHIBIT 99.3
CERTIFICATION
I, Peter R. Goss, President, Chief Executive Officer
and Acting Chief Financial Officer of Kaw
Acquisition Corporation, certify that:
1. I have reviewed this quarterly
report on Form 10-Q of Kaw Acquisition Corporation;
2. Based on my knowledge, this
quarterly report does not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements made,
in light of the circumstances under which such
statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the
financial statements, and other financial
information included in this quarterly report,
fairly present in all material respects the
financial condition, results of operations and cash
flows of the registrant as of, and for the periods
presented in this quarterly report;
4. I am responsible for establishing
and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and I have:
a. designed such disclosure controls
and procedures to ensure that material
information relating to the registrant,
including its consolidated subsidiaries, is
made known to me by others within those
entities, particularly during the period in
which this quarterly report is being prepared;
b. evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this quarterly report
(the "Evaluation Date"); and
c. presented in this quarterly report
my conclusions about the effectiveness of the
disclosure controls and procedures based on
my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most
recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of
directors (or persons performing the equivalent
function):
a. all significant deficiencies in the
design or operation of internal controls
which could adversely affect the registrant's
ability to record, process, summarize and
report financial data and have identified for
the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material,
that involves management or other employees
who have a significant role in the
registrant's internal controls; and
6. I have indicated in this quarterly
report whether or not there were significant changes
in internal controls or in other factors that could
significantly affect internal controls subsequent to
the date of my most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.
By: /s/ Peter R. Goss
Peter R. Goss
President, Chief Executive
Officer and Acting Chief Financial
Officer
Dated: March 27, 2003