10-K 1 form10k2001.txt FORM 10-K UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10K Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 MCC CATERING INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 22-3642435 -------- ------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 500 108th Avenue - Suite 730 City Center, Bellevue, WA 98004 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number (425) 990-6407 -------------- Check here whether the issuer (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 As of February 28, 2001, the following shares of the Registrant's common stock were issued and outstanding: 25,000,000 shares authorized, $0.001 par value 6,000,000 issued and outstanding PART I Item 1. DESCRIPTION OF THE BUSINESS HISTORY AND ORGANIZATION MCC CATERING INC., (the "Company"), a development stage company, was organized in January 1997 under the laws of the State of Delaware, having the stated purpose of engaging in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. The Company was formed to provide "fast food" outlets throughout cities in the United Kingdom. The Company sought to find an investor to help the Company fund the production of a business plan and to assist with market research. The Company's initial efforts in this regard were unsuccessful. The Company thereafter sought to find a partner to merge with however no candidate has been found. Should the Company have difficulty in finding a suitable business partner then the Company will have to revisit its business plan and look at alternatives to provide the Company's shareholders with a viable business that can create value. Item 2. Description of Property The company's administrative offices are located at 500 108TH Avenue, Suite 730, City Center, Bellevue, WA 98004. The company also maintains offices at City Tower - Level 4, 40 Basinghall Street, London EC2V 5DE. The company at this time has no other material assets or property. Item 3. Legal Proceedings There are no legal proceedings are pending at this time. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders. PART II Item 5. Market for Common Equity and Related Stockholder Matters The Company is not aware of any quotations for its common stock, now or at any time within the past two years. On February 28, 1999, there were approximately 139 holders of record of the issued and outstanding shares of Issuer's common stock. Issuer has never paid a dividend on its outstanding equity. The Company currently has no established public trading market for its common stock. There is currently no public trading market for the Company's common stock. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a development stage company. The Company has spent the past year attempting to find a partner to merge with however no candidate has been found. Should the Company have difficulty in finding a suitable business partner then the Company will have to revisit its business plan and look at alternatives to provide the Company's shareholders with a viable business that can create value for its shareholders. There is no guarantee however that the Company will be able to raise sufficient funds or that its business plan will be successfully implemented even with adequate funding. There is also no guarantee or assurance that any other entity will be willing to sell its assets or business for the Company's common stock in order to merge with the Company. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as the Company begins to generate sufficient investment in the Company to cover such expenses. However, if the Company engages outside advisors or consultants in search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. There is no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources, it may be difficult to find favorable opportunities. There is no certainty that the Company's business will be successful or profitable. There is also no certainty that the Company will be able to operate a successful business. Potential investors are alerted that the investment in the Company is highly speculative and involves a high degree of risk. Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as the Company begins to generate sufficient income to cover such expenses. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as the Company begins to generate sufficient income to cover such expenses. However, if the Company engages outside advisors or consultants in search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. There is no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company develops material operations. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations. The Company will not borrow funds for the purpose of funding payments to the Company's promoters, management or their affiliates or associates. Any funds borrowed by the Company will be utilized to pay statutory, legal and accountant fees expended by the Company. LIQUIDITY The Company's viability as a going concern is dependent upon raising additional capital, and ultimately, having net income. The Company requires additional capital principally to meet its costs for the implementation of its business plan, for general and administrative expenses and to fund costs associated with research and development of its software. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. The Company does not have a working capital line of credit with any financial institution. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. The Company anticipates that its existing capital resources will enable it to maintain its current implemented operations for at least 12 months, however, full implementation of its business plan is dependent upon its ability to raise substantial funding. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future beyond twelve (12) months as the Company has yet to generate sales of its product or to begin substantial operations. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. Investors are alerted that the Company does not have a working capital line of credit with any financial institution and that there is no guarantee or assurance that the Company will be able to raise such funds. In the event the Company needs additional funding, it shall elect to source funds from its shareholders owning more than 10% of the Company's common stock and seek funding from such shareholders. In such event, the Company will re-evaluate its plans and its proposed operations to determine whether it would be feasible to continue to implement its business plan. The Company would not seek funding beyond its limitations and would ensure that the Company would operate as efficiently as possible to keep costs as streamlined as possible. The Company will not seek funding beyond that which it foresees it will be able to re-pay over a period of twelve (12) months. Should a sudden jump in inflation occur the company's prices may then have to rise in line with inflation. The Company's costs over the past twelve (12) months have been minimal and related to legal and accounting charges. SUBSEQUENT EVENT On May 29, 2001, the Company entered into an Acquisition Agreement with Autofirst Limited, ("Autofirst"), a company incorporated under the laws of the United Kingdom. Under the terms of the Agreement, the Company will undertake a 2.5 for 1 reverse split of its common stock. In consideration of the acquisition of all of the outstanding shares of common stock in Autofirst, the Company shall issue 10,100,000 shares of common stock to the shareholders of Autofirst in proportion to their percentage shareholding in Autofirst. The transaction and closing thereto is subject to the approval of shareholders of both companies. Subsequent to the closing of the transaction, control of the company shall pass to the shareholders of Autofirst. Autofirst is a corporation duly organized and validly existing under the laws of the United Kingdom. Autofirst is a web enabled freight management service primarily focused on the spot freight marketplace. Its business is initially being launched in the United Kingdom to prove the concept followed by neighboring European Union markets and finally a rollout to the United States market. Autofirst will aim to be the "FEDEX" of the spot freight business by providing the convenience of a web enabled quotation and factoring system for non-professional buyers of freight services, primarily in SME's which matches their random shipments in real time to carrier running empty back hauls. Autofirst will seek to provide the non-professional shipper with real time quotes from carriers with underutilized capacity giving shippers a new level of competitive pricing, service and a more time saving transaction process which gives carriers new revenue sources from a market traditionally difficult to prospect, increases load optimization, margins and reduces credit risk. Item 7. Financial Statements REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of MCC CATERING INC. We have audited the accompanying balance sheet of London Software Industries Inc., (a development stage company) as of February 28, 2001 and the related statements of loss, cash flows and shareholders' equity for the year then ended, and for the period from December 31, 1996 (inception) to February 28, 2001. 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 audits. We conducted our audits in accordance with generally accepted auditing standards. Those standard 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, evidences 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 MCC Catering, as of February 28, 2001, and the results of its operations and its cash flows for the year then ended and for the period from December 31, 1996 (inception) to February 28, 2001 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has losses from operations and a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Notes 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Graf Repetti & Co., LLP. New York, New York May 24, 2001 MCC CATERING, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEET FOR THE YEARS ENDING FEBRUARY 28, 2000 AND FEBRUARY 29, 2001

MCC CATERING, INC. (A Development Stage Company) CONDENSED STATEMENT OF LOSS FOR THE YEAR ENDED FEBRUARY 28, 2001 AND FEBRUARY 28, 2000 AND FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 2001

MCC CATERING, INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 28, 2001 AND FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 2001

MCC CATERING, INC. (A Development Stage Company) STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) FROM INCEPTION TO FEBRUARY 29, 2000

MCC CATERING, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2001 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES A. Description of Company MCC Catering, Inc. ("the Company") is a for profit corporation incorporated under the laws of the State of Delaware on December 31, 1996. MCC Catering's principal objective is to identify, develop a chain of fast food outlets throughout cities in the United Kingdom. B. Basis of Presentation Financial statements are prepared on the accrual basis of accounting. Accordingly, revenue is recognized when earned and expenses when incurred. C. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that, affect certain reported amounts and disclosures. Accordingly actual results could differ from these estimates. Significant estimates in the financial statements include the assumption that the Company will continue as a going concern. See Note 4. NOTE 2 - USE OF OFFICE SPACE The Company uses 250 square feet of space for its executive offices at City Tower, 40 Basinghall Street, London, UK which it receives from one of its shareholders at no cost. The fair market value of this office is $200 per month which is reflected as an expense with a corresponding credit to contributed capital. NOTE 3 - EARNINGS PER SHARE From For the Year Ended Inception to February 28, 2001 February 28, 2001 -------------------------------------- Net Loss per share $(0.01) $(0.04) NOTE 4 - LIQUIDITY The Company's viability as a going concern is dependent upon raising additional, capital, and ultimately, having net income. The Company's limited operating history, including its losses and no revenues, primarily reflected the operations of its early stage. As a result, the Company had from time of inception to February 28, 2001 no revenue and a net loss from operations of $212,850. As of February 28, 2001, the Company had a net capital deficiency of $(62,800). The Company requires additional capital principally to meet its costs for the implementation of its business plan, for general and administrative expenses and to fund costs associated with the start up and operation of its retail outlets. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. MCC Catering Inc., does not have a working capital line of credit with any financial institution. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. NOTE 5 - CONTRIBUTED SERVICES On March 1, 1999, two of the Company's offices began rendering services on behalf of the company at no cost. The fair market value is $2,500 per officer per month. Each amount is reflected as an expense with a corresponding credit to additional paid in capital. NOTE 6 - RELATED PARTY TRANSACTION Glen Investments Ltd., is a shareholder of Astrid Property Holdings Ltd., which is a shareholder of MCC Catering, Inc. (MCC). Glen Investments has agreed to supply funds up to $75,000 to MCC to cover MCC's financial obligations. Subsequent to that, there is no guarantee or assurance that Glen Investments will advance MCC any further funds or that MCC will be able to raise any additional funds to meet its financial obligations. MCC anticipates that its capital resources, as provided through its arrangement with Glen Investments, will permit the company to maintain its current implemented operations for at least twelve (12) months. As of February 28, 2001, $28,950 was outstanding on this loan. The loan is not evidenced by a note. The informal agreement calls for no payment of interest. MCC intends to repay the loan out of any fundraising that it may carry out or when the company achieves sustainable revenue. NOTE 7 - NON-CASH FINANCIAL TRANSACTIONS Non-cash financing transactions consisting of the cost of contributed services, rent and other start-up costs and the related additional paid in capital contributed by shareholders have been included in the accompanying financial statements at a value of $62,400 for the year ended February 28, 2001 and $62,400 for the period from December 31, 1996 (inception) to February 28, 2001. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters. PART III Item 9. DIRECTORS AND EXECUTIVE OFFICERS B.R. Parker 52 President and Director None L.J. Boyne 51 Secretary None All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respects to the election of directors. Messrs. Boyne and Parker possess a management style which welcomes input from shareholders and which allows them to obtain various perspectives on the Company's efforts and activities. Notwithstanding such input, Messrs. Boyne and Parker oversee the day to day and long term activities of the Company based upon their best business judgment and management expertise. They oversee the Company's search in locating potential business opportunities and targeting an entity to undertake a merger transaction. Additionally, they report to the shareholders regarding their progress and are open to receiving input from the majority shareholders. Set forth below is certain biographical information and exeperience regarding the Company's executive officers and directors: Linden Boyne joined NSS Newsagents plc in 1973 as a Regional Manager in charge of 220 stores and was subsequently appointed to the Board in 1978 and became Retail Managing Director in 1990 with responsibility for 550 branches. Mr. Boyne resigned from NSS Newsagents in 1986 when the Group was taken over by Gallahers for GBP85 million. Since 1991 he has been Secretary of a number of companies principally Rosegold Ltd. Shopfittes. Rosegold Ltd., Shopfittes, is an entity whose major business is preparing stores to open for trade and revamping and renovating old stores. Mr. Boyne is the secretary of Rosegold Ltd., Shopfittes, Alexander Wolfe, Inc., London Software Industries Inc., Westminster Auto Retailers Inc., and Health 421.com, Inc. The position of Secretary eentails ensuring that the corporate and financial records of the Company as well as the board minutes and statutory returns are kept up to date at all times. B.R. Parker has been President and director of the Company since June 23, 1998. For the past seven years, he has worked for Rosegold Ltd. Shopfittes and is currently Managing Director of the company. Basil Parker joined NSS Newsagents plc in 1979 and, after being its Area Supervisor and Area Manager, was appointed to the Marketing Department in 1984 with responsibility for new projects and business expansion. NSS Newsagents was actively moving into Niche markets and specialist areas at that time. He also resigned from the company after it was taken over by Gallahers in 1986. Since that time, Mr. Boyne has been involved in the assisting businesses in integrating their reporting and operating systems. To the best knowledge of management, during the past five years, no present or former director or executive officer of the Company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him form or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in subsequently reversed, suspended, or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. The Company's Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in connection therewith, directors, officers, and beneficial owners of more than 10% of the Company's Common Stock are required to file on a timely basis certain reports under Section 16 of the Exchange Act as to their beneficial ownership of the Company's Common Stock. Item 10. EXECUTIVE COMPENSATION SUMMARY The Company has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Company has not paid any salaries or other compensation to its officers, directors or employees for the year ended February 28, 2001, nor at any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Company's directors will forego any compensation until such time as the Company accumulates significant revenues and income to warrant the payment of compensation to its directors. As of the date hereof, no person has accrued any compensation from the Company. COMPENSATION TABLE: None; no form of compensation was paid to any officer or director at any time during the last two fiscal years. CASH COMPENSATION There was no cash compensation paid to any director or executive officer of the Company during the two fiscal years ended February 28, 2001. BONUSES AND DEFERRED COMPENSATION: None. COMPENSATION PURSUANT TO PLANS: None. PENSION TABLE: None. OTHER COMPENSATION: None. COMPENSATION OF DIRECTORS: None. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT: There are no compensatory plans or arrangements of any kind, including payments to be received from the Company, with respect to any person which would in any way result in payments to any such person because of his or her resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the information, to the best knowledge of the Company as of February 28, 2001, with respect to each person known by the Company to own beneficially more than 5% of the Company's outstanding common stock, each director of the Company and all directors and officers of the Company as a group. Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class ---------------- -------------------- -------- Meichrisea Holdings Ltd. 1,250,000 20.8% 25 Turnbulls Lane Gibraltar Bradwall Ltd. 1,000,000 16.7% S8 Int'l Business Centre Casemates, Main Street Gibraltar Astrid Property Holdings 750,000 12.5% 25 Turnbulls Lane Gibraltar Grademore Analysis Ltd. 740,000 12.3% 168 Church Road Sussex, United Kingdom Basil R. Parker 148,000 2.4% Camberley, United Kingdom L.J. Boyne 148,000 2.4% Surrey, United Kingdom The Company has been advised that each of the persons listed above has sole voting, investment, and dispositive power over the share indicated above. Percent of Class (third column above) is based on 6,000,000 shares of common stock outstanding as of the date of this filing. The aggregate amount of common stock held by all officers and directors as a group is 296,000 shares of common stock representing 5.2% of all outstanding shares. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS. To the best of Management's knowledge, during the fiscal year ended February 28, 2001, there were no material transactions, or series of similar transactions, since the beginning the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. CERTAIN BUSINESS RELATIONSHIPS: During the fiscal year ended February 28, 2001, there were no material transactions between the Company and its management. INDEBTEDNESS OF MANAGEMENT: To the best of Management's knowledge, during the fiscal year ended February 28, 2001 there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. TRANSACTIONS WITH PROMOTERS: To the best Knowledge of management, no such transactions exist. Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K (A) FINANCIAL STATEMENTS The Following financial statements are filed as part of this registration statement: Balance Sheet Statement of Loss Statement of Cash Flows Statement of Shareholders' Equity (Deficit) Selected Financial Data (B) EXHIBITS AND INDEX OF EXHIBITS The following exhibits are included in Item 13(c). Other exhibits have been omitted since the required information is not applicable to the registrant. EXHIBIT 3 Certificate of incorporation and by-laws 11 Statement regarding computation of per share earnings 27 Financial Data Schedule (C) REPORTS ON FORM 8-K No Report on Form 8-K was filed during the fourth quarter of the period for which this Annual Report is filed. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. The undersigned is an officer of Westminster Auto Retailers, Inc., has read the statements contained in this Registration statement and states that the contents are true to the undersigned's own knowledge. MCC CATERING INC. ---------------------- (Registrant) Date: May 30, 2001 By: /s/ B. R. Parker ---------------------- President

MCC CATERING INC 10-K