8-K 1 newpacific_8k-012802.txt ------------------------ 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) January 28, 2002 ---------------- New Pacific, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-32701 89-0490090 --------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 2442 NW Market Street, Seattle, WA 98107 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 910-0124 --------------------------------------------------- ITEM 1. CHANGE IN CONTROL OF REGISTRANT. ------- -------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. ------- ------------------------------------- As of January 28, 2002, New Pacific, Inc., a Nevada corporation (the "Registrant") consummated a transaction, whereby the Registrant acquired all of the issued and outstanding shares of Liquisite Development, Inc., a Nevada corporation ("Liquisite") in exchange for the issuance by the Registrant of a total of 5,525,935 newly issued restricted shares of common voting stock of the to Liquisite shareholders pursuant to the Agreement and Plan of Reorganization, as amended (the "Agreement"), dated as of January 25, 2002, by and between the Registrant and Liquisite (the "Closing"). As an inducement to Liquisite to enter into the share exchange transaction, certain shareholders of the Company cancelled a total of 902,500 pre-split shares of common stock. The Registrant effected a 1-for-10 reverse split of its common stock in October, 2001, and a forward 3-for-1 stock split in January, 2002. Immediately prior to the share exchange, there were 1,500,000 shares of the Registrant's common stock issued and outstanding. As a result of the acquisition, there were 7,025,935 shares of common stock issued and outstanding. Liquisite Development, Inc., develops and distributes a comprehensive web based reservation system available for the high-end hospitality industry. Upon the Closing, the present sole officer and director of the Registrant appointed a designee of Liquisite and subsequently resigned her position with the Registrant. The new officer and director of the Registrant is: NAME OFFICE Christian Weber President, Treasurer, Secretary and Director The name of each person known to the Registrant to own more than 5% of the securities of the Registrant, persons issued shares pursuant to the Agreement, the current directors and executive officers of the Registrant and the percentage of the total issued and outstanding Common Stock (the only voting securities) of the Registrant owned by such persons as of the Closing date, is as follows: AMOUNT OF NAME AND BENEFICIAL PERCENT OF ADDRESS OWNERSHIP * CLASS * Christian Weber (1) 4,120,435 58.65% President and Director Iwona J. Alami (2) 608,025 8.65% 120 Newport Center Dr. Suite 200 Newport Beach, CA 92660 Robert Byman (3) 420,000 5.97% 9325 Eagle Ridge Dr. Las Vegas, NV 89134 Diane Byman (4) 1,500 *% 9325 Eagle Ridge Dr. Las Vegas, NV 89134 All Directors and Officers as a Group (1 person) 4,120,435 58.65% 2 ------------------------------- * Based upon 7,025,935 shares of common stock outstanding as of February 12, 2002. As used in this table, "beneficial ownership"is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except as indicated by footnote and subject to community property laws where applicable, to the Company's knowledge the stockholders named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. (1) C/o the Issuer's address at 2442 NW Market Street, Seattle, WA 98107. (2) Ms. Alami is the Registrant's legal counsel. (3) Mr. Byman is a husband of Diane Byman, the Registrant's former officer. (4) The Registrant's prior officer and director, who resigned in November, 2001. As of February 12, 2002, there were approximately 80 shareholders of record. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------- ------------------------------------------------------------------- (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements required by Rule 3-05(b) of Regulation S-X for Liquisite Development, Inc. are filed herein. (b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information required by Article 11 of Regulation S-K is not yet available, and will be filed by amendment within 75 days from the Closing Date. (c) Exhibits 2. Agreement and Plan of Reorganization 2.1. Agreement and Plan of Reorganization dated as of January 25, 2002, be tween the Registrant and Liquisite Development, Inc. 3 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. Dated: February 13, 2002 NEW PACIFIC, INC. By: /S/ Christian Weber --------------------------- Christian Weber President 4 LIQUISITE DEVELOPMENT, INC. FINANCIAL STATEMENTS DECEMBER 31, 2000 TABLE OF CONTENTS ----------------- PAGE ---- INDEPENDENT AUDITORS' REPORT F-1 ------------------------------------------------------------------------------- BALANCE SHEETS F-2 ------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS F-3 ------------------------------------------------------------------------------- STATEMENTS OF STOCKHOLDERS' EQUITY F-4 ------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS F-5 ------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS F-6 ------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS AND STOCKHOLDERS LIQUISITE DEVELOPMENT, INC. SEATTLE, WASHINGTON We have audited the accompanying balance sheet of Liquisite Development, Inc. (a Nevada corporation) as of December 31, 2000, and the related statements of operations, changes in stockholders' equity, and cash flows for the period from September 2, 1999 (date of inception) to December 31,1999 and for the year ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. . We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Liquisite Development, Inc. as of December 31, 2000, and the results of its operations and its cash flows for the period from September 2, 1999 (date of inception) to December 31,1999 and for the year ended December 31, 2000, in conformity with auditing standards generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Notes 1 and 6 to the financial statements, the Company has suffered substantial recurring losses, and has a deficit in working capital and equity as of December 31, 2000. It is dependent upon its shareholders for all cash flow requirements, presently. This condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Braverman & Company, P.C. Prescott, Arizona November 16, 2001 F-1 LIQUISITE DEVELOPMENT, INC. BALANCE SHEETS ASSETS DECEMBER 31, SEPTEMBER 30, 2000 2001 ----------- ----------- UNAUDITED --------- CURRENT ASSETS: Cash $ 320 $ 30 Trade accounts receivable 1,347 1,481 ----------- ----------- Total current assets 1,667 1,511 ----------- ----------- PROPERTY AND EQUIPMENT, AT COST, less accumulated depreciation of $4,675 and $8,887 15,071 10,859 ----------- ----------- $ 16,738 $ 12,370 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Trade accounts payable $ 31,891 $ 70,552 Notes payable to related party - unsecured 172,289 248,651 Notes payable to individuals - unsecured 21,992 24,784 Accrued compensation 44,761 92,393 Other accrued liabilities 20,151 31,843 ----------- ----------- Total current liabilities 291,084 468,223 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY ( DEFICIT) Common stock; $.001 par value; authorized 100,000,000 shares; 7,055,000 outstanding 7,055 7,055 Paid-in capital 55,045 55,045 Accumulated (deficit) (336,446) (517,953) ----------- ----------- Total stockholders' equity (deficit) (274,346) (455,853) ----------- ----------- $ 16,738 $ 12,370 =========== =========== The accompanying notes are an integral part of these financial statements. F-2 LIQUISITE DEVELOPMENT, INC. STATEMENTS OF OPERATIONS

LIQUISITE DEVELOPMENT, INC. STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

LIQUISITE DEVELOPMENT, INC. STATEMENTS OF CASH FLOWS

LIQUISITE DEVELOPMENT, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION AFTER DECEMBER 31, 2000 IS UNAUDITED) NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Liquisite Development, Inc. (the "Company"), was incorporated in Nevada on September 2, 1999. It is a Seattle-based e-business solution provider, focused on creating interactive commercial web sites and web applications. The Company's principal activities had been website development, business to business software development and custom software development As of November 16, 2001, the Company has down sized its operations to several employees, and activities are limited to hosting web sites for several companies from whom future business is anticipated, and completing development of proprietary reservation software which is the focus of the Company's future revenue producing activities. It intends to acquire a public shell, raise additional capital, and pursue customers using its reservation system software developed to introduce resort services to guests online. The fiscal year-end of the Company is December 31. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company's financial statements and the accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. REVENUE RECOGNITION Revenue is recognized when work is completed according to the terms of each contract. CONCENTRATIONS Based on anticipated future revenues from use of the reservation system software, there will be a concentration of clients in the hospitality industry for the products and services offered by the Company. CASH EQUIVALENTS The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, disclosures about fair value of financial instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company's financial instruments, which include cash, accounts receivable, accounts payable and accruals, approximate fair values due to the short-term maturities of such instruments. The fair value of the Company's debt, which approximates carrying value, is estimated based on the current rates offered to the Company for debt of the same remaining maturities. RESEARCH AND DEVELOPMENT Research and development costs incurred in connection with software development to date have been expensed. Although technological feasibility of the reservation system has been achieved, the Company has not completed all research and development required for capitalization under generally accepted accounting principles for the manufacture of computer software to be used by others. F-6 LIQUISITE DEVELOPMENT, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION AFTER DECEMBER 31, 2000 IS UNAUDITED) NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES ------------ Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary difference between financial and tax reporting of which depreciation is the most significant. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to more likely than not realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company has sustained operating losses since inception of approximately $335,000. In the opinion of management the present utilization of any tax benefit arising from such losses is not currently unusable. Therefore, no deferred tax asset is presently recorded in the accompanying financial statements. As of December 31, 2000, the deferred tax benefit, otherwise available of approximately $115,000 has been completely offset by a valuation allowance of equal amount. LOSS PER SHARE -------------- Loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. GOING CONCERN ------------- The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's plan is to complete a stock exchange with a public company and raise additional equity sufficient to sustain profitable operations and positive cash flows. NOTE 2 - PROPERTY AND EQUIPMENT Property and equipment are stated at historical cost and are depreciated over a 3 to 10 year period using the straight-line method. December September 31, 2000 30, 2001 --------- --------- Furniture and equipment $ 2,800 $ 2,800 Computers 11,346 11,346 Office equipment 5,600 5,600 --------- --------- Total Cost 19,746 19,746 Less accumulated depreciation 4,675 8,887 --------- --------- Property and Equipment, net $ 15,071 $ 10,859 ========= ========= F-7 LIQUISITE DEVELOPMENT, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION AFTER DECEMBER 31, 2000 IS UNAUDITED) NOTE 3 - NOTES PAYABLE -UNSECURED Notes payable-unsecured to individuals consists of the following:

NOTE 4 - RELATED PARTY TRANSACTIONS Since inception the president/principal shareholder of the Company has provided financing, without security, to maintain cash flow of the Company substantially through personal loans, all of which accrue interest at 10 percent per annum. As of December 31, 2000, these related party loans totaled $172,289 and are due within one year. During the year 2000 net loans from related parties totaled $164,402. During the nine month period ended September 30, 2001 this related party loaned an additional $76,362. At inception, the Company had authorized 100,000,000 shares of $.001 par value common stock. On September 9, 1999 the Board of Directors authorized the issuance of 7,000,000 shares to the founder of the Company for services valued at $7,000. Commencing January 3, 2000, the Board of Directors approved a five-year employment contract for the president of the Company, which provides, among other things, for current annual compensation of $48,000. Upon meeting certain gross revenue milestones during the term of the contract, he could earn salary increases of up to $302,000, cash bonuses of 2 percent of gross revenue, and stock options for 2,500,000 shares of the Company's common stock. The contract contains additional consideration to be paid upon the Company reaching other targets, including a 2.5 percent commission on any project he personally brings into the Company during its term, $5,000 per year for social club dues, and up to $10,000 per year for other expenses. NOTE 5 - STOCK OPTION PLAN On January 10, 2000, the Company adopted the 2000 stock option plan, which provides for the issuance of both incentive stock options and non-qualified stock options. The plan provides for the issuance of up to 2,000,000 shares of the Company's common stock, which covers all eligible employee and non-employee personnel. Options to purchase shares of the Company's common stock are granted at a price not less than 100% of the fair market value of the common stock on the date the option is granted. Incentive stock options may not be exercised prior to one year or more than ten years from the date of grant. At December 31,2000, incentive stock options granted and outstanding totaled 1,545,000. Exercise prices on options outstanding at December 31, 2000 range from $.01 to $1.00 per share. No options were exercised during 2000. The effect of adopting the reporting requirements under FASB Statement 123 for compensatory stock options is not considered material to the financial statements as of December 31, 2000. F-8 LIQUISITE DEVELOPMENT, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION AFTER DECEMBER 31, 2000 IS UNAUDITED) NOTE 6 - COMMITMENTS AND CONTINGENCIES Since inception, the Company has had difficulty meeting its financial obligations solely from operations, and has a deficit in stockholders' equity and negative working capital as evident from the accompanying financial statements. The completion of the reservation system currently, and the ability to implement the program successfully, requires substantial cash flow to adequately attract and maintain the potential customer base envisioned by the Company. Included in current liabilities are accounts payable, which are past due on the basis of their terms. In addition, the Company faces the threat of liens or business closure in connection with past due payroll tax liabilities. F-9

NEW PACIFIC INC 8-K