UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 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)
203-622-1848
Registrant's telephone number, including area code:
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Item 5. Other Events and Regulation FD Disclosure.
We have explored several alternative methods to market our licensed ethnic shave
cream at the least possible cost. We have determined that conventional
marketing to distributors who sell products to large retail and drug stores is
not feasible for us because of the requisite marketing and promotional
expenditures. We believe that the amount of the expenditures would be in excess
of $250,000. We believe that a more cost effective approach to distribute the
shave cream would involve small health care and drug chains which sell products
primarily to the targeted market for the shave cream. We have recently had
preliminary discussions with a marketing and advertising company that handles
products in the ethnic beauty industry. At our request, ADM Tronics Unlimited,
Inc. has agreed to furnish a sample of the shave cream to the advertising and
marketing company. That advertising and marketing company, which is aware of
our limited resources, has expressed interest in the shave cream provided that
it finds that the product is effective in its intended use. We have not
discussed any prospective terms with that company. We cannot assure you that
the marketing and advertising company will find that the shave cream is
effective or, if so, that we will be able to agree upon acceptable terms with
it.
We have also explored several alternative methods to market the Aurex-3. ADM
Tronics Unlimited, Inc. has verbally advised our president that it would grant
us the right to market the Aurex-3 in China. We then provided a sample Aurex-3
to a Chinese distributor for its evaluation. The distributor has advised us, on
the basis of limited use, the sample has not been found to be effective. We are
presently reevaluating our strategy to market the Aurex-3.
Our cash resources are presently approximately $1,500. Our president has agreed
to purchase 2,500 shares of our common stock at $2.00 per share. We have not
attempted to raise any additional capital because we believe that if were
successful, the terms would be disadvantageous to us. It is our intent to
attempt to raise additional capital at a subsequent date. Naturally, we can not
assure you that we will ever be successful in raising additional capital on
terms not disadvantageous to us or at all.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Report of Independent Auditor
Board of Directors
CJC Enterprises of New York, Inc.
Center Moriches, NY
We have audited the accompanying inception balance sheet of CJC Enterprises of
New York, Inc. as of February 28, 2003 and the related statement of
stockholder's equity for the period January 10, 2003 (inception) to February 28,
2003. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based upon 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 CJC Enterprises of New York,
Inc. for the period January 10, 2003 (inception) to February 28, 2003 in
conformity with auditing standards generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in Note B of the Notes
to Financial Statements, the company has been recently incorporated and as of
February 28 has had no significant operating activities. Management's plans, in
regard to subsequent operating activities, are also described in Note B.
/s/ William A.Meyler
--------------------
William A. Meyler, P.C.
Middletown, NJ
March 26, 2003
CJC ENTERPRISES OF NEW YORK, INC
BALANCE SHEET
FEBRUARY 28, 2003
ASSETS
CURRENT ASSETS
Cash $ 1,106
Inventory 3,193
--------
Total Current Assets 4,299
EQUIPMENT AND LEASEHOLD IMPROVEMENTS 23,000
--------
$27,299
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued Expenses $ 411
----------
Total Current Liabilities 411
STOCKHOLDER'S EQUITY
Common stock, authorized 200
shares; no par value; issued
and outstanding 200 shares 26,888
----------
Total Stockholder's Equity 26,888
----------
$27,299
==========
See accompanying notes to financial statements.
CJC ENTERPRISES OF NEW YORK, INC.
STATEMENT OF STOCKHOLDER'S EQUITY
PERIOD JANUARY 10, 2003 (DATE OF INCEPTION) TO FEBRUARY 28, 2003
Common Stock
-------------
Number Amount Total
-------- -------- ---------
Common Stock Transactions
issuance of 200 shares of
common stock to
organizing shareholder for 200 $26,888 $26,888
$26,888 ===== ======== =======
See accompanying notes to financial statements.
===================================================================
CJC ENTERPRISES OF NEW YORK, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2003
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
CJC Enterprises of New York, Inc. ("the company"), was organized under the laws
of New York on January 10, 2003. The company sells and installs automotive
stereo systems, security devices and related products.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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.
INVENTORIES
Inventories consist primarily of purchased parts and assembled units and are
stated at the lower of cost (first-in, first-out) or market value.
EQUIPMENT
Equipment is stated at cost. Depreciation of equipment for financial purposes
is provided based upon rates which are reasonable in the electronics industry.
Expenditures for major renewals and betterments which extend the useful lives of
equipment is capitalized. Expenditures for maintenance and repairs are charged
to expense as incurred.
The cost of equipment sold, retired or otherwise disposed of and the related
allowance for depreciation are eliminated from the accounts and any resulting
gain or loss is included in operations.
NOTE B GOING CONCERN
The company was incorporated on January 10, 2003 and as of February 28, 2003 had
no significant operating activities and no significant capital contributions.
The company anticipates selling and marketing the electronic components at a
profit which will allow the company to cover operating expenses. The company's
chief executive officer has two other retail stores (separate companies) of a
similar nature which are profitable. Based upon the marketing experience of the
chief executive officer's other ventures, which will be extended to the company,
there is an expected profit which will cover operating expenses. However, there
can be no assurance that the company's retail store will be profitable or able
to sustain its operating expenses.
CJC ENTERPRISES OF NEW YORK, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED) FEBRUARY 28, 2003
NOTE C EMPLOYMENT AGREEMENT
The company has entered into an employment agreement with its chief executive
officer, Eugene Cella, for a period of ten years. The agreement may be
terminated by Mr. Cella at any time subsequent to the second year. Pursuant to
the agreement, Mr. Cella is only required to devote a portion of his time to the
company. Mr. Cella's compensation is $26,000 for the first year, $31,200 for
the second year, and a negotiated salary for subsequent years.
NOTE D LEASE PREMISES
The company currently leases a store under a lease agreement expiring in March
2004.
Future minimum payments required under the operating leases are as follows:
2003 $ 12,000
2004 $ 14,400
NEW ENGLAND ACQUISITIONS, INC.
(A Development Stage Enterprise)
PRO-FORMA BALANCE SHEET
New England CJC Enterprises
Acquisitions, Inc. of New York, Inc. Pro-Forma Pro-Forma
December 31, 2002 February 28, 2003 Adjustments Balance Sheet
-------------------- -------------------- ------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 9,238 $ 1,106 $ 10,344
Inventory - 3,193 3,193
--------- -------- --------
Total Current Assets 9,238 4,299 13,537
EQUIPMENT - 23,000 23,000
OTHER
Goodwill - - 23,112 23,112
License agreement 75,188 - - 75,188
--------- --------- -------- --------
$ 84,426 $ 27,299 $ 23,112 $ 134,837
LIABILITES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 7,500 411 $ 7,911
Due to principal
stockholder 23,584 - 23,584
--------- ---------- ----------
Total Current Liabilities 31,084 411 31,495
STOCKHOLDERS EQUITY
Common stock authorized
150,000,000 shares;
$0.00001 par value;
issued and outstanding
3,157,875 shares at
December 31, 2002 and 32 1 33
3,275,875
Common stock authorized
200 shares; no par value;
issued and outstanding
200 shares 26,888 (26,888)
Additional paid-in capital 75,186 49,999 125,185
Deficit accumulated
during Development
Stage (21,876) - - (21,876)
---------- -------- --------- ------------
Total Stockholders'Equity 53,342 26,888 23,112 103,342
--------- -------- --------- ------------
$ 84,426 $ 27,299 $ 23,112 $134,837
========== =========== =========== ============
See notes to Pro-Forma Financial System
NEW ENGLAND ACQUISITIONS, INC.
(A Development Stage Enterprise)
NOTES TO PRO-FORMA BALANCE SHEETS
NOTE A GENERAL
The Pro-Forma Balance Sheet represents the unaudited balance sheet of New
England Acquisition, Inc. ("the Company") as at December 31, 2002 and the
audited balance sheet of CJC Enterprise of New York, Inc. as at February 28,
2002.
NOTE B ACQUISITION OF CJC ENTERPRISE OF NEW YORK, INC.
On February 27, 2003, New England Acquisitions, Inc. purchased, for 100,000
shares of its common stock, 100% of the issued and outstanding common stock of
CJC Enterprises of New York, Inc. The company has valued the stock using a
discounted market price of $0.50 per share. The details of the transaction is
as follows:
Issuance of 100,000 shares of New England Acquisition, Inc.
common stock $ 50,000
Less: Book value of CJC Enterprises of New York, Inc. 26,888
---------
Amount allocated to Goodwill $ 23,112
---------
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 hereto duly authorized.
New England Acquisitions, Inc.
Date: April 8,2003
/s/ Gary Cella
---------------
Gary Cella,
President