U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities
Exchange Act of 1934
NEWSEARCH, INC.
(Name of Small Business Issuer in its charter)
Colorado 84-1522846
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6947 Speedway Boulevard
Suite 108
Las Vegas, Nevada 89115
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(Address of Principal Office) Zip Code
Issuer's telephone number: 702-643-9583
Check whether the issuer (1) 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 [ ]
The number of shares outstanding of the issuer's common stock par value $.01
per share, as of June 30, 2000 was 1,001,050.
Transition Small Business Disclosure Format (check one) :
Yes [ ] No [x]
<PAGE> 1
Item 1. FINANCIAL STATEMENTS
Item 2. Management's Discussion and Analysis or Plan of Operation
GENERAL
The Company currently operates at 6947 Speedway Boulevard, Suite
108, Las Vegas, Nevada 89115.
PLAN OF OPERATION
The Company is a "blind pool" or "blank check" company, whose
business plan is to seek, investigate, and, if warranted, acquire one or more
properties or businesses, and to pursue other related activities intended to
enhance shareholder value. The acquisition of a business opportunity may be
made by purchase, merger, exchange of stock, or otherwise, and may encompass
assets or a business entity, such as a corporation, joint venture, or
partnership. The Company has very limited capital, and it is unlikely that
the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings. However, at
the present time, the Company has not identified any business opportunity that
it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.
Prior to the effective date of this registration statement, it is
anticipated that the Company's officers and directors will contact broker-
dealers and other persons with whom they are acquainted who are involved in
corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have a general
interest in considering a merger or acquisition with a blind pool or blank
check entity. No direct discussions regarding the possibility of a merger
with the Company are expected to occur until after the effective date of this
registration statement. No assurance can be given that the Company will be
successful in finding or acquiring a desirable business opportunity, given the
limited funds that are expected to be available for acquisitions. Furthermore,
no assurance can be given that any acquisition which does occur will be on
terms that are favorable to the Company or its current stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are
able to satisfy, or anticipate in the reasonably near future being able to
satisfy, the minimum asset requirements in order to qualify shares for trading
on NASDAQ or on an exchange such as the American Stock Exchange. (See
"Investigation and Selection of Business Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) either be
in the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) be experiencing financial or operating difficulties; (iii) be in
need of funds to develop a new product or service or to expand into a new
market, or have plans for rapid expansion through acquisition of competing
businesses; (iv) be relying upon an untested product or marketing concept; (v)
have a combination of the characteristics mentioned in (i) through (iv), or
other similar characteristics. The Company intends to concentrate its
acquisition efforts on properties or businesses that it believes to be
undervalued or that it believes may realize a substantial benefit from being
publicly owned. Given the above factors, investors should expect that any
acquisition candidate may have little or no operating history, or a history of
losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others. The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.
As a consequence of this registration of its securities, any entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish
a public trading market for its securities. In connection with such a merger
or acquisition, it is highly likely that an amount of stock constituting
control of the Company would either be issued by the Company or be purchased
from the current principal shareholders of the Company by the acquiring entity
or its affiliates. If stock is purchased from the current principal
shareholders, the transaction is very likely to be a private transaction
rather than a public distribution of securities, but is also likely to result
in substantial gains to the current principal shareholders relative to their
purchase price for such stock. In the Company's judgment, none of its
officers and directors would thereby become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended as long
as the transaction is a private transaction rather than a public distribution
of securities. The sale of a controlling interest by certain principal
shareholders of the Company could occur at a time when minority shareholders
are unable to sell their shares because of the lack of a public market for
such shares.
Depending upon the nature of the transaction, the current officers
and directors of the Company may resign their management positions with the
Company in connection with a change in control or acquisition of a business
opportunity (See "Form of Acquisition," below, and "Risk Factors - The Company
- Lack of Continuity in Management"). In the event of such a resignation, the
Company's current management would thereafter have no control over the conduct
of the Company's business.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys and
accountants, securities broker-dealers, venture capitalists, members of
the financial community, and others who may present unsolicited proposals.
The Company has no plans, understandings, agreements, or commitments with any
individual for such person to act as a finder of opportunities for the
Company.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future,
contrary to the foregoing expectations, that a transaction with an affiliate
would be in the best interests of the Company and its stockholders, the
Company is in general permitted by Colorado law to enter into such a
transaction if:
(1) The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the Board of Directors, and the Board in good faith authorizes, approves or
ratifies the contract or transaction by the affirmative vote of a majority
of the disinterested directors, even though the disinterested directors
constitute less than a quorum; or
(2) The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically authorized, approved or ratified in good faith by vote of the
stockholders; or
(3) The contract or transaction is fair as to the Company as of the
time it is authorized, approved or ratified, by the Board of Directors or the
stockholders.
Newsearch, Inc.
(a Development Stage Company)
Balance Sheet
June 30, 2000 and December 31, 1999
(Unaudited)
June 30, 2000 Dec. 31, 1999
Assets
Cash $1,902 $2,702
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Total Assets $1,902 $2,702
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Liabilities and Stockholders' Equity
Common Stock, $0.001 par value,
100,000,000 shares authorized; 1,001,050
Shares issued and outstanding at 12/31/99 1,001 1,001
Preferred Stock, $0.001 par value,
50,000,000 shares authorized; no shares
Issued and outstanding at 12/31/99 -0- -0-
Additional paid-in capital 901 1,701
Retained earnings -0- -0-
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Total Stockholders' Equity 1,902 2,702
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Total Liabilities and Stockholders' Equity 1,902 $2,702
===== ======
Statement of Operations and Equity Accumulated During the Developmental Stage
Revenue $ -0- $ -0-
General and administrative expenses -0- -0-
Amortization of organizational costs -0- -0-
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Net income or (loss) $ -0- $ -0-
======= =======
Weighted average number of common shares outstanding 1,001,050 1,001,050
Net income or (loss) per share $ -0- $ -0-
=======
Newsearch, Inc.
(a Development Stage Company)
(Unaudited)
Income Statement
For the Three Months Ending June 30, 2000
and For the Period December 3, 1999 (Inception) to June 30, 2000.
Three Months Ending December 3, 1996
June 30, 2000 (Date of Inception)
To 2000
------------------- -------------------
Revenue $ -0- $ -0-
Cost of Sales -0- -0-
Gross profit -0- -0-
Expenses:
Accounting 800 800
Amortization -0- -0-
Advertising -0- -0-
Consulting -0- -0-
Depreciation -0- -0-
Licenses and fees -0- -0-
Office expense -0- -0-
Professional fees -0- -0-
Rent -0- -0-
Travel -0- -0-
Total expenses 800 800
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Net (loss) income 800 800
======= ========
Weighted average number of
common shares outstanding 1,001,050 1,001,050
=========== ===========
Net loss per share $ -0- $ -0-
New Search, Inc.
(a Development Stage Company)
(Unaudited)
Statement of Cash Flows For the Three Months Ending
June 30, 2000 and For the Period
December 3, 1999 (Inception) to June 30, 2000
(Unaudited)
June 30, 2000 Dec. 3, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss -0- -0-
Net cash used by operating activities -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,001 1,001
Additional paid-in capital 1,701 1,701
Net cash provided by financing activities 2,702 2,702
Net Decrease/Increase in cash (800) 1,902
Cash - Beginning 2,702 -0-
Cash - Ending 1,902 1,902
NON-CASH TRANSACTIONS
Interest expense -0- -0-
Income taxes -0- -0-
Notes to Financial Statement
December 31,1999
Note 1- History and organization of the company
The company was organized December 3,1999 (Date of Inception) under the laws
of the State of Colorado, as Newsearch, Inc. The Company has no operations
and in accordance with SFAS #7, the Company is considered a developmental
stage company. The Company was formed as a blind pool or blank check company
for the purpose of seeking to complete a merger or business acquisition
transaction, as a successor to a previous corporation which was also named
Newsearch, Inc. ('Old Newsearch'). The Company is authorized to issue
100,000,000 shares of $0.001 par value common stock and 50,000,000 shares of
$0.001 par value preferred stock.
Old Newsearch existed under the laws of Colorado from June 21,1984 until
January 1,1990, and during the period from December 12,1984 through August
,1988, it was listed in Moody's Investors Services and its shares publically
traded in the over-the-counter 'pink sheets'. It was initially engaged in the
restaurant business during a period from April 1985 to September 1986. In
1986, its restaurant business activities were terminated, and between 1986 and
1990, Old Newsearch unsuccessfully attempted to become engaged in various
other business activities. In 1989, Old Newsearch ceased all business
activities, and on January 1,1990, it was administratively dissolved by the
Colorado Secretary of State for failure to file its bi-annual report and pay
the related fees.
On December 31,1999, the Company issued 700,000 shares of its $0.001 par value
common stock to its directors and 301,050 shares on a prorates basis to those
holding shares prior to the state of Colorado administratively dissolving the
Company in January 1990 for a total amount of $2,702.00. Of the total
$2,702.00, $1,001.00 is considered common stock and $1,701.00 is considered
additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 2- Accounting policies and procedures
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. The cost of equipment is depreciated over the estimated useful life
of the equipment utilizing the straight line method of depreciation.
5. The Company will review its need for a provision for federal income
Tax after each operating quarter and each period for which a
statement of operations is issued.
6. The Company has adopted December 31 as its fiscal year end.
Note 3- Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations. Without realization of capital, it would be unlikely for the
Company to continue as a going concern.
Note 4- Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers
and directors of the Company are involved in other business activities and
may, in the future, become involved in other business activities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
Note 5- Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item Description
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Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed for the quarter ended July
31, 2000.
Items 1, 2, 3, 4 and 5 of Part II have been omitted as inapplicable.
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.
NEW SEARCH, INC.
August 7, 2000 By: /s/ IRWIN KRUSHANSKY
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Irwin Krushansky
President and
duly authorized officer
