UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
Commission file number 333-63432
Atlantic Wine Agencies Inc.
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(Exact name of small business issuer as specified in its charter)
Florida 65-110237
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
64 Knightsbridge
London, UK
SW1X
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(Address of principal executive offices)
011-44-777-55-33-666
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(Issuer's telephone number)
New England Acquisitions, Inc.
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(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
The number of shares of the issuer's outstanding common stock, which is the only
class of its common equity, on February 13, 2004 was 12,605,495
ITEM 1 FINANCIAL STATEMENTS
Description Page No.
FINANCIAL INFORMATION:
Financial Statements
Consolidated Balance Sheets at December 31, 2003
(Unaudited) and March 31, 2003..................................... 3
Consolidated Statement of Stockholders' Equity for the
Period April 18, 2001 to December 31, 2003......................... 4
Consolidated Statements of Operations for the Quarters Ended
December 31, 2003 and 2002 (Unaudited)............................. 5
Consolidated Statements of Cash Flows for the Nine Months Ended
December 31, 2003 and December 31, 2002 (Unaudited) ............... 6
Notes to Consolidated Financial Statements (Unaudited)................ 7-8
2
PART I FINANCIAL INFORMATION
Item 1. - Financial Statements
ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2003 2003
---------- -----------
CURRENT ASSETS
Cash $ 4,283 $ 20
Inventory 4,105
---------- -----------
Total Current Assets 8,388 20
OTHER ASSETS
License agreement 75,188
---------- -----------
$ 83,576 $ 20
========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,274
Accrued expenses 2,272
Due to principal stockholders 31,084
---------
Total Current Liabilities 36,630
STOCKHOLDERS' EQUITY
Common stock authorized 150,000,000
shares; $0.00001 par value; issued
and outstanding 3,257,875 and
12,605,495 shares at March 31 and
December 31, 2003 respectively 33 $ 128
Additional contributed capital 102,073 69,228
Deficit accumulated during Development Stage (55,160) (69,336)
---------- -------------
Total Stockholders' Equity 46,946 20
--------- ------------
$ 83,576 $ 20
========= ============
See accompanying notes to financial statements.
3
ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Period April 18, 2001 (Inception) to December 31, 2003
Common Stock
----------------------------- Contributed Accumulated
Number Amount Capital Deficit Total
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Issuance of shares to
offices and directors
@$.001 per share 200,000 $ 200 $ 200
Effect of 15 to 1
stock split and
change of par
value to $.00001
per share 2,800,000 (170) $ 170
Sale of 7,500
shares @$2.00
per share 7,500 15,000 15,000
Cost of registration (15,170) $(3,364) (18,534)
Net loss for period (9,100) (9,100)
---------- -------- -------- -------- ----------
Balance
March 31, 2002 3,007,500 30 (12,464) (12,434)
Issuance of 150,375
shares for license
agreement @$0.50
per share 150,375 2 75,186 75,188
Issuance of 100,000
shares for acquisition
of CJC Enterprises
of New York, Inc.
@ $0.27 per share 100,000 1 26,887 26,888
Net loss for period (42,696) (42,696)
---------- -------- -------- -------- ----------
Balance March 31,
2003 3,257,875 33 102,073 (55,160) 46,946
Issuance of 100,000
shares for consult-
ing fee for Ollie &
Partner's LLC @
$0.35 per share 100,000 1 34,999 35,000
Issuance of 5,000 shares
to principal stockholder 5,000 1 4,999 5,000
Issuance of 8,100 shares
to principal stockholder 8,100 1 8,099 8,100
Divestiture of subsidiaries (137,076) 25,714 (111,362)
Sale of 9,234,520 shares
at $0.006 per share 9,234,520 92 56,134 56,226
Net loss for period (39,890) (39,890)
---------- -------- -------- -------- ----------
Balance December 31,
2003 12,605,495 $ 128 $ 69,228 $(69,336) $ 20
========== ======== ======== ======== ==========
See accompanying notes to financial statements.
4
ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Inception
Three Months Ended Nine Months Ended to
December 31, December 31, December 31,
2002 2003 2002 2003 2003
Unaudited Unaudited Unaudited Unaudited Unaudited
----------- ----------- ----------- ----------- -----------
GENERAL AND
ADMINISTRATIVE
EXPENSES $ 5,862 $ 3,394 $ 9,412 $ 39,890 $ 65,972
----------- ----------- ----------- ----------- -----------
NET LOSS FOR PERIOD $ (5,862) $ (3,394) $ (9,412) $ (39,890) $ (65,972)
=========== =========== =========== =========== ===========
NET LOSS PER SHARE $ (0.001) $ (0.001) $ (0.003) $ (0.010) $ (0.021)
=========== =========== =========== =========== ===========
Weighted average number of
common shares outstanding 3,157,873 3,370,973 3,044,166 3,880,054 3,190,015
=========== =========== =========== =========== ===========
See accompanying notes to financial statements.
5
ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Months Ended Inception to
December 31, December 31,
2003 2002 2003
------------ ------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for period $(39,890) $(9,412) $(65,972)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Changes in operating assets and liabilities:
Decrease in inventory 4,105
Decrease in accounts payable (1,054)
(Decrease) increase in due to principal
stockholders (36,750) 3,550
------------ ------- -----------
Net Cash Used In Operating Activities (73,589) (5,862) (65,972)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 69,326 15,000 84,526
Cost of registering securities (18,534)
------------ ------- -----------
Net Cash Provided by Financing
Activities 69,326 15,000 65,992
------------ ------- -----------
NET (DECREASE)INCREASE IN CASH(4,263) 9,138 20
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,283 100
------------ ------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 20 $ 9,238 $ 20
============ ======= ===========
See accompanying notes to financial statements.
6
ATLANTIC WINE AGENCIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Financial Statements
In the opinion of the Company, the accompanying unaudited condensed
financial statements include all adjustments (consisting only of normal
recurring accruals) which are necessary for a fair presentation of the
results for the periods presented. Certain information and footnote
disclosure, normally included in the financial statements prepared in
accordance with generally accepted accounting principles, have been
condensed and omitted. The results of operations for the nine months
ended December 31, 2003 are not indicative of the results of operations
for the year ended March 31, 2004. The condensed financial statements
should be read in conjunction with the Company's financial statements
included in its annual Form 10-KSB for the year ended March 31, 2003.
2. Stockholders' Equity
On June 11, 2003, the Company issued 100,000 shares of its common stock
to Ollie & Partners, LLC to market and sell certain Company products.
The stock was valued @ $0.35 per share based upon a block discount
factor.
In June 30, 2003, the Company sold 5,000 shares of its common stock to
Mr. Gary Cella, a principal stockholder, for consideration of $5,000
cash.
In August 31, 2003, the Company sold 8,100 shares of its common stock
to Mr. Gary Cella, a principal stockholder, for consideration of $8,100
cash.
On December 16, 2003, the Company, prior to an acquisition by Rosehill
Investments Limited, a Seychelles corporation, divested itself of two
wholly owned subsidiaries - CJC Enterprises and International Products,
Inc. - to be held for the benefit of the holders of record of Atlantic
Wine Agencies Inc.'s capital stock as of the close of business on the
business day immediately preceding the acquisition date.
On December 16, 2003, the Company had a change in control of its issued
and outstanding common stock. On this date, Rosehill Investments
Limited acquired 11, 937,200 shares of the Company's common stock
pursuant to a Stock Purchase Agreement among Rosehill Investments
Limited and the Company, Mr. Jonathan Reisman and Mr. Gary Cella. 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
Director of the Company resigned and new directors were appointed.
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3. Subsequent Events
In anticipation of the development of its new business model, the
Company took the following actions:
(i) On January 13, 2001, the Company changed its name from New
England Acquisitions, Inc. to Atlantic Wine Agencies Inc.; and
(ii) On February 9, 2004, Mr. Harry Chauhan was appointed to the
Company's Board of Directors and Messrs. Frank Reinschreiber
and Louis B. Lichtenfeld resigned from their roles as
Directors and Officers of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this Annual Report. The
discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause
or contribute to these differences include, but are not limited to, those
discussed below.
We have not had any significant revenues since inception. Our sole
objective is to become an operating business.
Our ability to become and continue as a going concern is dependent upon
obtaining additional substantial capital. Because we have virtually no
funds and no commitments which would enable us to obtain funds, we may
exhaust our limited financial resources before we are ever able to commence
operations.
On December 16, 2003, the Company had a change in control of its issued and
outstanding common stock. On this date, Rosehill Investments Limited
acquired 11,937,200 shares of the Company's common stock pursuant to a
Stock Purchase Agreement among Rosehill Investments Limited and the
Company, Mr. Jonathan Reisman and Mr. Gary Cella. 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
("Stock Sale").
As a result of the Stock Sale: (i) the directors of the Company resigned
and new directors were appointed; (ii) obligations to the Company's
auditors, lawyers and service providers were satisfied; and (iii) the
Company spun off its two subsidiaries to its shareholders of record
immediately prior to the Stock Sale.
Development and Integration of Business Model
It is the Company's current intention to enter the South African
wine-growing and wine distribution business. Presently, the Company is
investigating potential acquisitions of assets and is in discussions with
possible joint venture candidates in South Africa and elsewhere.
Item 3. Controls and Procedures.
(a) Our principal executive officer and principal financial
officer has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a
date within 90 days prior to the filing date of this quarterly report
and has concluded that our disclosure controls and procedures are
adequate.
(b) There were no significant changes in our internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
(c) Not applicable
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PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit Index
Exhibit 99.1 Certification of President and Principal Financial Officer
Exhibit 99.2 Certification of President and Principal Financial Officer
b. Reports on Form 8-K
On December 24, 2003, the Company filed an 8-K with the Securities and
Exchange Commission with respect to a change of control (file no.
333-63432).
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATLANTIC WINE AGENCIES INC.
/s/ Harry Chauhan
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Name: Harry Chauhan
Title: President, Chief Financial Officer and Chairman of the Board
Date: February 17, 2004
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