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): December 16, 2003
NEW ENGLAND ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Florida 60 W. Randolph Street, 65-1102237
Suite 200, Chicago,
Illinois 60601
(State or other jurisdiction (Address of Principal (I.R.S. Employer
of incorporation or Executive Offices) Identification No.)
organization)
Registrant's telephone number, including area code: 312/762-9273
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Item 1. Changes in Control of Registrant.
On December 16, 2003, Rosehill Investments Limited, a Seychelles corporation
("Rosehill"), acquired 11,937,200 shares of New England Acquisitions, Inc.'s
("Company") Common Stock ("Shares") pursuant to a Stock Purchase Agreement among
Rosehill, the Company, Mr. Jonathan B. Reisman and Mr. Gary Cella (the
"Agreement"). The Agreement provided for the Shares to be sold as follows:
9,234,520 shares from the Company; 1,379,600 shares from Mr. Reisman; and
1,323,100 shares from Mr. Cella. As a result of the stock sale, the Directors of
the Company resigned and the following individuals were appointed to the
indicated positions:
Louis B. Lichtenfeld Director and President
Frank Reinschreiber Director, Secretary and Treasurer
The current number of issued and outstanding shares of the Company is
approximately 12,552,395. Consequently, as a result of Rosehill's acquisition,
it is now considered a control person of the Company.
The following table sets forth, as of December 23, 2003, certain information
regarding the beneficial ownership of shareholders of more than 5% of the
Company's Common Stock.
Amount and
nature of
Title of beneficial Percent of
Class Name and address of beneficial owner ownership Class
--------- ------------------------------------ ----------- -----------
Common Rosehill Investments Limited 11,937,220 95%
c/o Philip T. Powers, Esq.
60 W. Randolph Street, Suite 200
Chicago, Illinois 60601
Exhibit 99.01 - Agreement between Rosehill Investments Limited, New England
Acquisitions, Inc., Mr. Jonathan B. Reisman and Mr. Gary
Cella, dated December 16, 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: December 23, 2003
/s/ Louis B. Lichtenfeld
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Louis B. Lichtenfeld,
President