UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEW ENGLAND ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Florida 65-1102237
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5 Ridge Road
Cos Cob, CT 06807
203-622-1848
(Address of Principal Executive Offices)
Gary Cella
5 Ridge Road
Cos Cob, CT 06807
203-622-1848
(Name, Address and Telephone Number of Agent for Service)
+------------------------------------------------------------------------------+
| CALCULATION OF REGISTRATION FEE |
+------------------------------------------------------------------------------+
| | | Proposed | Proposed | |
| Title of | | maximum | maximum | |
| each class | Amount | offering | aggregate | Amount of |
| of securities | to be | price per | offering | registration |
| to be registered | registered | share | price | fee(3) |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock | 200,000 (1) | $ 2.25(2) | $450,000.00 | $36.41 |
|$.00001 par value | | | | |
+-------------------|--------------|-------------|--------------|--------------+
(1) Subject to increase (or decrease) in accordance with Rule 416 of
Regulation C to reflect a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure of the registrant which results in a change in the number of shares
issuable pursuant to outstanding awards under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the last
sale reported on August 13, 2003.
EXPLANATORY NOTE
The material which follows up to but not including the page beginning Part II of
this Registration Statement, constitutes a "reoffer" prospectus prepared in
accordance with Part I of Form S-3 to be used in connection with resales of
restricted shares of common stock issued under the New England Acquisitions,
Inc. 2003 Incentive Equity. These shares of common stock may be considered
"restricted securities" as defined in General Instruction C(1) to Form S-8.
PROSPECTUS
200,000 Shares
NEW ENGLAND ACQUISITIONS, INC.
Common Stock
This prospectus relates to resales of up to 200,000 shares of our common stock
which have been sold to the selling stockholders identified in this prospectus
pursuant to the New England Acquisitions, Inc. 2003 Incentive Equity Plan.
The shares of the selling stockholders and his donees, transferees or other
successors in interest, may be offered on or after the date of this prospectus
through public or private transactions at prevailing market prices, at prices
related to prevailing market prices or at privately negotiated prices or
otherwise. The selling stockholders may make gifts of all or a portion of their
shares to third parties, including charities. Our common stock is listed on the
Over-the Counter Bulletin Board under the symbol "NEAQ
An investment in the shares involves substantial risks and is highly
speculative. See "Risk Factors" beginning on page 3 of this prospectus.
Neither the Securities and Exchange commission nor any state securities
regulator has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August 14, 2003
TABLE OF CONTENTS
PROSPECTUS SUMMARY............ 3
RISK FACTORS.................. 3
FORWARD-LOOKING STATEMENTS.... 8
USE OF PROCEEDS............... 8
DESCRIPTION OF COMMON STOCK... 9
SELLING STOCKHOLDERS.......... 9
PLAN OF DISTRIBUTION.......... 10
LEGAL PROCEEDINGS............ 12
INDEMNIFICATION .............. 12
EXPERTS....................... 13
ADDITIONAL INFORMATION........ 13
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. and its wholly owned subsidiaries.
We were formed as a blank check company.
In late 2002, pursuant to an Asset and Rights Purchase Agreement with ADM
Tronics Unlimited, Inc., we purchased 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. We have not
marketed any of the products and we cannot assure you that we will be successful
in marketing any of the products in the future.
On February 27, 2003, pursuant a Stock Purchase Agreement of February 14, 2003
with Eugene Cella and CJC Enterprises of New York, Inc, we acquired CJC from Mr.
Cella as a wholly owned subsidiary. The purchase price consisted of 100,000
shares of our common stock. Eugene Cella is the brother of Gary Cella, our
President. CJC opened a retail store under the name "Jazz Audio and Stereo" in
Center Moriches, New York on February 17, 2003 which sold and installed
automotive stereo systems, security devices and related products. CJC
Enterprises subsequently closed the store because it was not profitable. In
connection with the acquisition, we obtained the limited right to open or
franchise additional Jazz Audio and Stereo stores provided that we bear all
costs and issue 50,000 shares of our common stock to Mr. Cella for each such
additional store. We do not have sufficient funds to bear any costs of opening
or franchising any additional stores.
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.
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 or incorporated by reference 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 BUSINESS
Because we have no meaningful operating history, there is no basis on which you
can evaluate our proposed business and prospects. We were formed on April 18,
2001. We have never had any significant revenues or assets. Prospective
investors customarily consider a company's operating history as a factor in
determining whether to make an investment. Prospective investors who decide to
purchase our shares may decide not to purchase the shares if they had an
operating history to review.
The lack of any prior experience of our officers in marketing the type of
products we have acquired form ADM Tronics may render them unable to
successfully manage our affairs in which case our business may fail. The
successful marketing of the products is very complex due to the intense
competition and the selection of appropriate channels of distribution and
promotional activities. We believe that the managements of substantially all of
the companies with which we intend to compete have substantial experience in
marketing their products. The lack of our officers' experience could place us
in a competitive disadvantage in an industry that is highly competitive and
could result in our inability to successfully market our products in which case
our shareholders can expect to lose all of their investment.
We are aware of circumstances that cast substantial doubt upon the efficacy of
the Aurex-3. 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. The Dutch Commission tentatively
concluded that the Aurex-3 seldom or never has a positive effect on tinnitus,
especially on high frequency tinnitus. In addition, we were recently advised by
a distributor of medical products in China that on the basis of limited use, the
sample we furnished has not been found to be effective.
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 in which case our business will suffer or fail. If it develops that the
necessary or desirable amount time is greater than the time that our officers
will devote to us, our business will suffer or fail.
Because we have virtually no capital, we may not be able to remain in existence
in which case our shareholders can expect to lose all of their investment. In
addition to marketing expenses, we have and will continue to 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 cannot obtain
additional capital, our stockholders can expect to lose all of their investment.
Although 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.
Historically, it has proven difficult and very often impossible for development
stage companies such as us to obtain financing on any terms. The historical
difficulty is compounded by the present depressed state of the equity capital
markets
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 which could substantially diminish the value of their common
stock. One of the factors which generally affects the market price of
publicly traded equity securities is the number of shares outstanding in
relationship to assets, net worth, earnings or anticipated earnings and other
financial items. If a meaningful public market develops for our shares, a
material amount of dilution can be expected to cause the market price of our
shares to decline. Furthermore, the public perception of future dilution can
have the same effect even if the actual dilution does not occur.
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 which could substantially diminish
the rights of the holders of our common stock and the value of their common
stock. In order for us to obtain additional capital, because we are in the
development stage as well as the other significant risks to our shareholders, we
may find it necessary to issue securities conveying rights senior to those of
the holders of our common stock. Those rights may include voting rights,
liquidation preferences and conversion rights. To the extent that we convey
senior rights, the value of our common stock can be expected to decline.
Because we did not have a feasibility study, independent analysis or current
market survey in connection with the products we acquired from ADM Tronics or
CJC Enterprises, we may not be aware of many very important negative facts and
circumstances concerning them, which if we were aware, would have dissuade us
from acquiring them. Companies that have historically made successful
acquisitions have relied upon the information in those documents. If we had the
information that those documents would have disclosed to us, we may have
decided either not to acquire the products from ADM Tronics or CJC Enterprises.
Unless we can be substantially more successful than ADM Tronics in selling the
products that we acquired from it, our stockholders can expect to lose all or
substantially all of their investment. Although ADM Tronics has had the
products for a considerable length of time, it 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. In addition, because the
products were developed by ADM Tronics' founder and ADM Tronics has intimate
knowledge of the products, ADM Tronics' may be in a better position to
successfully market the products than are we although it has failed to do so.
If we are to be successful, we will have to make significant sales of at least
one of the products. To date, we have not made any sales of the products.
Because we will be solely dependant on ADM Tronics to manufacture products we
acquired 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 our stockholders can expect to lose the full amount of their
investment. Although we have entered into a manufacturing agreement with ADM
Tronics, we do not know whether ADM can manufacture the products on a timely
basis in commercial quantities. In addition, if for any other reason ADM
Tronics fails or refuses to comply with its obligations under the manufacturing
agreement, we will be unable to sell the products.
If we do not make the required minimum royalty payments or purchase certain
quantities of products from ADM Tronics beginning in November 2003, and
continuing in subsequent years, we will lose certain rights of exclusivity which
could significantly diminish the value of those products to us and render our
shares worthless. We do not expect to purchase sufficient amounts from ADM
Tronics to maintain such rights. Although ADM Tronics has verbally agreed to
grant us an extension of time, the terms of the extension have not been
finalized and are not evidenced by a written instrument signed by ADM Tronics.
Accordingly, we cannot assure you that the extension will actually be granted by
ADM Tronics or that we will derive any meaningful revenues from the sale of any
of the products.
Although 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. The existence of the patent is important to us because we intend to
rely upon it to prevent others from marketing a device which is the same as the
Aurex-3. 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, its intellectual property may become available to
others, in which case our rights relating to those products may become
worthless. We intend to rely upon trade secrets, copyright law, employee and
third?party nondisclosure agreements and other protective measures in connection
with the marketing of products. These measures may not provide meaningful
protection to us in which case others may be able to compete with us who would
not be able to do so in if those protective measures were effective.
The intense competition we expect to encounter may result in our rights
relating to products we obtain from ADM Tronics to become worthless. Intensity
of competition is a factor of the number and relative market strengths of
competitors. There are numerous competitors in the fields we intend to enter
with developed product lines and established consumer followings. Any level of
actual or perceived negative comparative advantage between the products we
intend to acquire and competitors' products by consumers can make the products
we acquire unsaleable and therefore worthless in the market place. If the
products become worthless, our stockholders can expect to lose their total
investment.
If we are unable to effectively manage our anticipated growth, our business,
financial condition and results of operations will suffer and our business could
fail. 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. If the systems, procedures and controls do not function
as planned, our ability to remain in business may be significantly impaired.
The impairment could result in the failure of our business in which case our
stockholders could expect to lose their total investment.
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, our stockholders can expect to lose the full amount of
their investment. Our ability to become a going concern depends upon the
success of our proposed operations. We cannot assure you that we will ever
become a going concern.
If Eugene Cella exercises his right of rescission and we do not or cannot
terminate that right we will lose our rights obtained from CJC Enterprises of
New York, Inc. If a rescission occurs, we will not have any right to open or
franchise any additional stores or buy electronic products at 5% above Eugene
Cella's cost..
CJC's only retail store was closed because it has not been profitable.
Although CJC intends to open another store in a more favorable location, CJC's
ability to do so is, in substantial part, dependant upon its ability to acquire
not less than $50,000 of capital. CJC does not now have any meaningful capital
and there can be no assurance that CJC will be successful in obtaining
sufficient capital.
RISKS RELATED TO THE SHARES
If a viable public market for our shares 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
viable 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 absence of a public market could effectively eliminate your
ability to sell your 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. In
addition to the shares which may be sold by this prospectus, 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. Sales of significant
amounts of our shares in the public market, if it develops, 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. Potential equity investors can be expected to be reluctant to
purchase our equity securities if they believe that the amount of our shares
eligible for public sale will materially diminish the market value of our
shares.
FORWARD-LOOKING STATEMENTS
SOME OF THE STATEMENTS IN THIS PROSPECTUS (INCLUDING THE INFORMATION
INCORPORATED BY REFERENCE) MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF SECTIONS 27A SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. WHEN USED IN THIS PROSPECTUS OR IN DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, THE WORDS "BELIEVE," "ANTICIPATE,"
"ESTIMATE," "PROJECT," "INTEND," "EXPECT," "MAY," "WILL," "PLAN," "SHOULD,"
"WOULD,""CONTEMPLATE," "POSSIBLE," "ATTEMPTS," "SEEKS" AND SIMILAR EXPRESSIONS
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY
CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT
FROM THE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY OUR
FORWARD-LOOKING STATEMENTS. ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN LOOKING-
LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO:
- factors described in this prospectus under the caption "Risk Factors";
- general economic conditions and other related factors;
- our ability to raise capital;
- our ability to exploit our products;
- our continued ownership of CJC Enterprises of New York, Inc.
as a subsidiary.
Other factors not currently known to us or not currently considered material by
us may also be relevant to our forward-looking statements and could also cause
actual results to differ materially from those anticipated.
All written or oral forward-looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary statement. Our forward-
looking statements speak only as of the date made. Except as otherwise required
by law, we assume no obligation to update or to publicly announce the results of
any revisions to any of our forward-looking statements to reflect actual
results, future events or developments, changes in assumptions or changes in
other factors affecting the forward-looking statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares covered by this
prospectus. The selling stockholders or their transferees will pay any
underwriting discounts and commissions and expenses for brokerage, accounting,
tax or legal services or any other expenses they incur in disposing of the
shares. We will bear all other costs, fees and expenses incurred in effecting
the registration of the shares covered by this prospectus, including, without
limitation, all registration and filing fees, listing fees, fees and expenses of
our counsel, fees and expenses of our accountants, and blue sky fees and
expenses.
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 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.
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:
Approximate Percentage
Name and Addresses Number of Shares Number of Shares Shares of Common Stock of Outstanding Shares
of Selling Stockholder of Common Stock Owned Being Offered to be Owned After of Common Stock to be
the Offering Owned After the Offering
------------------------------------------------------------------------------------------------------------------------
Gary Cella
5 Ridge Road
Cos Cob, CT 06807 1,536,100 100,000 1,436,100 40%
Jonathan B. Reisman
6975 NW 62nd Terrace
Parkland, FL 33067 1,599,600 100,000 1,499,600 42 %
The foregoing amounts assume that no sales will be made of an aggregate of
399,600 shares previously registered by us and held by Messrs. Cella and Mr.
Reisman during this offering.
Mr. Cella is our president and treasurer. Mr. Reisman is our secretary. Both
of them were our founders and are also directors and have held all their
positions since our inception. Mr. Reisman is an affiliate of our legal
counsel. Mr. Cella, the president of CJC Enterprises, is the brother of Gary
Cella. Eugene Cella has an employment agreement with CJC Enterprises.
Except for those relationships, none of the selling stockholders has had any
position, office or other material relationship with us or any of our affiliates
within the past three years.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to time
by the selling stockholders. The term "selling stockholders" includes pledgees,
donees, transferees or other successors in interest selling shares received on
or after the date of this prospectus from the selling stockholders as a pledge,
gift or other non-sale related transfer. To the extent required, this prospectus
may be amended and supplemented from time to time to describe specific plan of
distribution.
The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Sales may be made at then
prevailing prices in the over-the-counter market or at prices related to the
then current market price. Sales may also be made in negotiated transactions,
including, but not limited to, one or more of the following methods:
- purchases by a broker-dealer as principal and resale by such broker-
dealer for its own account,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
- block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction, and
- privately negotiated transactions at prices which are not related to any
prevailing market price.
In connection with distributions of the shares or otherwise, the selling
stockholders may:
- enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares in the
course of hedging the positions they assume,
- sell the shares short and redeliver the shares to close out such short
positions,
- enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to them of shares
offered by this prospectus, which they may in turn resell, or
- pledge shares to a broker-dealer or other financial institution, which,
upon a default, they may in turn resell.
Some of the preceding actions may not be available to any the selling
stockholder to the extent he remains as a director or executive officer of us.
In addition, any shares that qualify for sale pursuant to Rule 144 under the
Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this
prospectus.
In effecting sales, broker-dealers or agents engaged by the selling stockholders
may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts or concessions from the selling stockholders,
in amounts to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling stockholders and
any broker-dealers and any other participating broker-dealers who execute sales
for the selling stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with these sales. Any
profits realized by the selling stockholder and the compensation of such broker-
dealers may be deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, the shares may be
sold in those states only through registered or licensed brokers or dealers. In
addition, in certain states the shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules of
Regulation M under the Securities Exchange Act of 1934 may apply to sales of
shares in the market and to the activities of the selling stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act of 1933. The selling stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
At the time a particular offer of shares is made, if required, upon the request
of a selling stockholder a prospectus supplement will be distributed that will
set forth:
- the number of shares being offered,
- the terms of the offering, including the name of any underwriter, dealer
or agent,
- the purchase price paid by any underwriter,
- any discount, commission and other underwriter compensation,
- any discount, commission or concession allowed or reallowed or paid to
any dealer, and
- the proposed selling price to the public.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
We intend to keep the registration statement of which this prospectus
constitutes a part effective until the earlier of (a) such time as all of the
shares covered by this prospectus have been disposed of pursuant to the
registration statement or (b) such time as when any remaining shares may be sold
without further restrictions or limitation under the Securities Act.
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.
EXPERTS
The audited financial statements which have been incorporated by reference in
this prospectus by reference to our Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2003 and Amendment No. 1 to our Current Report on From 8-K
dated February 27, 2003 have been so incorporated in reliance on the reports of
William A. Meyler, P.C. independent certified public accountant given on the
authority of said firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
We have electronically filed a registration statement on Form S?8 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.
The SEC allows us to "incorporate by reference" the information we file with it
which means that we can disclose important information to you by referring you
to those documents in this prospectus. The information incorporated by reference
is an important part of this prospectus. Information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC by
us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until the offering made by this prospectus has terminated.
- Annual Report on Form 10-KSB for the fiscal year ended March 31, 2003;
- Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003;
- Current Report on Form 8-K dated June 6, 2003;
- Current Report on Form 8-K dated May 19 , 2003.
- Amendment No. 1 to Current Report on Form 8-K dated February 27, 2002
We will provide to each person, including a beneficial owner, to whom this
prospectus is delivered upon oral or written request a copy of all the
information which has been incorporated by reference in the prospectus but not
delivered with the prospectus at no cost to the requester. Any such request
must be made to Gary Cella, 5 Ridge Road, Cos Cob, CT 06807, telephone number
203-622-1848.
No person has been authorized to give any information or to make any
representation other than those contained in this prospectus in connection with
the offering of the common stock. If information or representations are given or
made you must not rely on it as if we authorized it. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that the information contained or incorporated by
reference herein is correct as of any time subsequent to its date or that there
has been no change in our affairs. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities offered hereby in
any jurisdiction in which such offer or solicitation is not permitted, or to
anyone whom it is unlawful to make such offer or solicitation.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
the registration statement; and all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part hereof from the date of
filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act and the latest prospectus filed by the registrant
pursuant to Rule 424(b) under the Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed,
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
documents referred to in (a) above.
Item 4. Description of Securities.
Reference is made to the disclosure in the prospectus under the caption
"Description of Common Stock."
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to the disclosure in the prospectus under the captions "Plan
of Distribution" and Indemnification."
Item 7. Exemption from Registration Claimed.
Exemption from registration was claimed pursuant to Section 4(2) of the
Securities Act of 1933 inasmuch as no public offering was involved.
Item 8. Exhibits.
4.01 Form of Specimen Stock Certificate for the Registrant's Common
Stock.(1)
4.02 New England Acquisitions, Inc. 2003 Incentive Equity Plan.(2)
10.01 Escrow Agreement of August 3, 2001 between the Registrant and
Patriot National Bank.(3)
10.02 Asset and Rights Purchase Agreement of March 21, 2002, by and
between ADM Tronics Unlimited, Inc. and the Registrant.(4)
10.03 Stock Purchase Agreement of February 14, 2003, by and between
CJC Enterprises of New York, Inc., Eugene Cella and the
registrant.(5)
10.04 Employment Agreement of February 14, 2003 by and between Eugene
Cella and CJC Enterprises of New York, Inc.(6)
10.05 Agreement of June 11, 2003, by and between International
Products, Inc., Ollie & Partners, L.L.C. and Ollie Johnson.(7)
23.02 Consent of William A. Meyler P.C.(8)
----------------------------------------------------
(1) Filed as part of Amendment no. 1 to our registration statement on Form
SB-2, File No. 333-63432 and hereby incorporated by reference.
(2) Filed as Exhibit 99.1 to our Current Report on Form 8-K dated May 19,
2003 and hereby incorporated by reference.
(3) Filed as part of Amendment No. 1 to our registration statement on Form
SB-2 and hereby incorporated by reference.
(4) Filed as part of Post-Effective Amendment No. 2 to registration
statement on Form SB-2 and hereby incorporated by reference.
(5) Filed as Exhibit 2.1 to our Current Report on Form 8-K dated February
27, 2003 and hereby incorporated by reference.
(6) Filed as Exhibit 10.04 to our Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2003 and hereby incorporated by reference.
(7) Filed as Exhibit 10.05 to our Annual Report on Form 10-KSB for the
fiscal year ended March 31, 2003 and hereby incorporated by reference.
(8) Filed herewith.
Item 9. Undertakings.
The registrant will:
(1) Except as otherwise permitted by the "Note" to this Item in Regulation
S-B, 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. Notwithstanding the foregoing,, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) Include any additional
or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment 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.
SIGNATURES
Pursuant to 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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cos Cob, State of Connecticut, on the 14th day of
August, 2003
New England Acquisitions, Inc.
/s/ Gary Cella
----------------
By: Gary Cella,
President
Pursuant to 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
-----------------------------------------------------------------
Gary Cella Executive Officer, Principal August 14, 2003
------------- Financial Officer and Director
/s/ Gary Cella
/s/ Jonathan B. Reisman
----------------------
Jonathan B. Reisman Director August 14 , 2003
Exhibit 23.02
CONSENT OF INDEPENDENT AUDITOR
We consent to the reference to us under the caption "Experts" and to the
incorporation of our reports dated May 3, 2002 and March 26, 2003 in the
Registration Statement on Form S-8 and related prospectus of New England
Acquisitions, Inc.
William A. Meyler, P.C.
By: /s/ William Meyler
Middletown, NJ
August 14, 2003