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 quarterly period ending November 4, 2000.
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.)
1800 North Hill Avenue, Willow Grove, PA 19090
(Address of principal executive offices (zip code))
215-658-0131
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant
(1) filled all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the last 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
The registrant became subject to the
filing requirements within the past 90 days.
Indicate the number of shares outstanding of
each of the issuer's classes of common equity,
as of the latest practicable date.
Class Outstanding at November 4, 2000
Common Stock, par value $0.001 500,000
PART I - - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KAW ACQUISITION CORPORATION
(A Development Stage Company)
As of November 4, 2000
(Unaudited)
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Common stock, .001 par value,
100,000,000 shares authorized,
500,000 issued and outstanding 500
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
May 3, 2000
July 16, 2000 to (Inception) to
November 4, 2000 November 4, 2000
Income $ - $ -
Expenses - -
Total expenses - -
NET LOSS $ 0 $ 0
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period From May 3, 2000 (Inception)
To November 4, 2000
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Issued Paid-In Development
Shares Amount Capital Stage Total
Common Stock
Issuance 500,000 $ 500 - - $ 500
Fair value of
expenses
contributed - - - - -
Net losses for the periods ended:
November 4, 2000 - - - - -
BALANCE AT
November 4, 2000 500,000 $ 500 - - $ 500
See accompanying notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statement s of Cash Flows
(Unaudited)
July 16, 2000 to May 5, 2000
November 4, 2000 (Inception) to
November 4, 2000
CASH FLOW FROM OPERATING
ACTIVITIES:
Net loss $ - $ -
Adjustment to reconcile net
loss to net cash used by
operating activities
Capitalized expenses - -
Net cash used in operating
activities - -
CASH FLOWS FROM INVESTING
ACTIVITIES - -
CASH FLOWS FROM FINANCING
ACTIVITIES - -
Proceeds from issuance of
common stock - 500
Net cash provided by financing
activities - 500
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 500 -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ 500
See accompanying notes to financial statement.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
A Organization and Business Operations
Kaw Acquisition Corporation (a development stage
company) ("the Company") was incorporated in
Nevada on May 3, 2000 to serve as a vehicle to
effect a merger, exchange of capital stock,
asset acquisition or other business combination
with a domestic or foreign private business. At
November 4, 2000, the Company has not yet
commenced any formal business operations, and
all activity to date relates to the Company's
formation and proposed fund raising. The
Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operation is
contingent upon its ability to identify a
prospective target business.
B. Cash and Cash Equivalents
The preparation of the financial statements
requires management to make estimates and
assumptions that affect the reported amounts of
assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements and the reported
amounts of revenues and expenses during the
reporting period. Actual results could differ
from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid investments
purchased with the original maturity of three
months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the
Financial Accounting Standards Board of
Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109").
Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax
consequences attributable to differences between
the financial statement carrying amounts of
existing assets and liabilities and their
respective tax basis. Deferred tax assets and
liabilities are there respective tax basis.
Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to
taxable income in the years in which those
temporary differences are expected to be
recovered or settled. Under Statement 108,
the effect on deferred tax assets and
liabilities of a change in tax rates is
recognized in income in the period that includes
the enactment date. There were no current or
deferred income tax expense or benefits due to
the Company not having any material operations
for the period ending November 4, 2000.
NOTE 2 STOCKHOLER'S EQUITY
Common Stock
The Company is authorized to issue 100,000,000
shares of common stock at $ .001 par value. The
Company issued 500,000 shares of its common
stock to Peter R. Goss pursuant to Rule 506 for
an aggregate consideration of $500.
NOTE 3 AGREEMENT
On June 29, 2000, the Company signed an
agreement with Peter R. Goss, a related entity
(See Note 4). The Agreement calls for Peter
R. Goss to provide the following services,
without reimbursement from the Company, until
the Company enters into a business combination
as described in Note 1A:
1 Preparation and filing of required
documents with the Securities and
Exchange Commission.
2 Location and review of potential
target companies.
3 Payment of all corporate, organizational,
and other costs incurred by the Company.
ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has registered its common stock
on a Form 10-SB registration statement filed
pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 12 (g) thereof.
The Company files with the Securities and
Exchange Commission periodic and episodic
reports under Rule 13 (a) of the Exchange Act,
including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB.
The Company was formed to engage in a merger
with or acquisition of and unidentified foreign
or domestic private company which desires to
become a reporting company whose securities have
been registered under the Exchange Act. The
Company may be deemed to meet the definition of
a "blank check" company contained in Section (7)
(b) (3) of the Securities Act of 1933, as amended.
Management believes that there are perceived
benefits to being a reporting company which may
be attractive to foreign and domestic private
companies.
These benefits are commonly thought to include:
1 the ability to use securities to make
acquisition of assets or businesses;
2 increased visibility in the financial
community;
3 the facilitation of borrowing from
financial institutions;
4 improved trading efficiency;
5 the potential for shareholder liquidity;
6 greater ease in subsequently raising capital;
7 compensation of key employees through options
for stock for which there may be a public market;
8 enhanced corporate image; and
9 a presence in the United States capital market.
A private company which may be interested in a business
combination with the company may include:
1 a company for which a primary purpose of
becoming a reporting company is the use
of its securities for the acquisition of
assets or businesses;
2 a company which is unable to find an
underwriter of its securities or is unable
to find an underwriter of securities on
terms acceptable to it;
3 a company which wishes to become a reporting
company with less dilution of its common
stock than would occur normally upon an
underwriting;
4 a company which believes that it will be
able to obtain investment capital on
more favorable terms after it has become a
reporting company;
5 a foreign company which may wish an initial
entry into the United States securities
market;
6 a company seeking one or more of the other
benefits believed to attach to a reporting
company.
The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry of
revenues. It is not possible at this time to predict with which private
company, if any, the Company will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or
other characteristics of that company.
As of the date hereof, ,management has not made any final decision concerning
or entered into any final agreements for a business combination. When any
such final agreement is effected the Company will file notice of such
agreement or fact with the Securities and Exchange Commission on Form 8-K.
Persons reading this form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not to sell or otherwise
transfer any of their common stock of the Company except in connection with
a business combination.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination. It is anticipated that following
such occurrence the Company will take the steps required to cause its common
stock to be admitted to quotation on the Nasdaq OTC Bulletin Board or, if it
then meets the financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or national exchange.
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 ON FORM 8-K
(a) Exhibits
-- Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on August 4, 2000, and
is incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's registration
statement of Form 10-SB filed on August 4, 2000, which is
incorporated herein by reference.
-- Shareholder agreement filed as an exhibit to the Company's
registration statement on Form 10-SB filed on August 4, 2000,
which is incorporated herein by reference.
-- Agreement with Peter R. Goss filed as an exhibit to the Company's
registration statement of Form 10-SB filed on August 4, 2000,
which is incorporated herein by reference.
(b) Reports on Form 8-K
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: 11-03-00
