10-K 1 form10k2002.txt UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10K GENERAL FORM FOR REGISTRATION OF SECURITIES Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 WESTMINSTER AUTO RETAILERS INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-4032994 -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 90 Park Avenue - Suite 1700 New York, New York 10017 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number 212-984-0646 ------------ 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 May 31, 2002, the following shares of the Registrant's common stock were issued and outstanding: Voting common stock 5,000,000 PART I Item 1. DESCRIPTION OF THE BUSINESS HISTORY AND ORGANIZATION WESTMINSTER AUTO RETAILERS INC., (the "Company"), a developmental stage company, was organized on December 25, 1995 as Tallman Supply Corp., 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. The Company is considered a development stage company and its principal business purpose is to locate and consummate a merger or acquisition with a private entity. Because of the Company's current status having no assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's present shareholders will experience substantial dilution and there will be a probable change in control of the Company. After the Company's original business plan ceased, the Company became a "blank check" company as defined by the Securities and Exchange Commission. The SEC defines a blank check company as one which has no specific business or plan other than to consummate an acquisition of or merge into another business or entity. A number of states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Additionally, some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. For this reason, management advises that any potential investor who has an interest in the Company should consult local Blue Sky counsel to determine whether the state within which that investor resides prohibits the purchase of shares of the Company in that jurisdiction. Once the Company has acquired or merged with another entity, the Company will no longer be considered a "blank check" 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 can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment. Any target acquisition or merger candidate of the Company will become subject to the same reporting requirements as the Company upon consummation of any such business combination. Thus, in the event that the Company successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. The Company has no recent operating history and no representation is made, nor is any intended, that the Company will be able to carry on future business activities successfully. Further, there can be no assurance that the Company will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to the Company. The Company, to date, has not utilized any notices or advertisements in its search for business opportunities as the Company cannot afford to expend monies for such purposes. The Company seeks business opportunities through the means of personal networking and inquiries by current management. Due to the Company's inability to locate a potential merger or acquisition candidate, the Company foresees that it may engage consultants to assist it to locate such a candidate and to advise the Company on other business strategies and its development. As the Company lacks funds, the Company will only be able to compensate any consultant with shares in the Company's common stock. The issuance of shares to any consultant will therefore dilute the percentage shareholding of the Company's current shareholders. Item 2. Description of Property The company's administrative offices are located at 90 Park Avenue, New York, New York and also at 45 Mount Pleasant, Putney, London SW18 United Kingdom. The Company's office in New York is approximately 400 square feet utilized as a base to explore and contact potential business transactions and to service the Company's administrative needs. The United Kingdom office is approximately 600 square feet and is also utilized as a base to explore and contact potential business transactions. 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. As of May 31, 2002, there were 124 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 are no plans, proposals, arrangements or understandings with any person in regard to the development of a trading market in any of the Company's securities. Shareholders of the Company have not entered into any "lock-up" letter agreement, which would prevent them from selling their respective shares of the Company's common stock until such time as the Company develops its business plan or consummates an acquisition, alliance, merger or business transaction with another entity. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a development stage company and its principal business purpose is to locate and consummate a merger or acquisition with a private entity engaged in the automotive industry. The Company has been in discussions with various entities to consummate a business transaction however no substantive or definitive terms have been set and the Company has not entered into any agreement, letter of intent or understanding in regard to any transaction. Because of the Company's current status having no assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's present shareholders will experience substantial dilution and there will be a probable change in control of the Company. The Company has been seeking a candidate to consummate a merger or acquisition however at the time of the filing, no viable candidate has been located or identified. There is no assurance that the Company will be able to identify and acquire any business opportunity in the automotive industry which will ultimately prove to be beneficial to the Company and its shareholders. Any target acquisition or merger candidate of the Company will become subject to the same reporting requirements as the Company upon consummation of any such business combination. Thus, in the event that the Company successfully completes an acquisition or merger with another operating business in the automotive industry, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. 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 can be no assurance that the Company will be able to identify and acquire any business opportunity in the automotive industry which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment. In the event the Company consummates a merger transaction or acquisition, the Company believes that there will be a change in control in the Company. The Company believes that any merger would include the new issuance of common stock in the Corporation to a potential merger candidate followed by a reverse split of the Company's issued common stock thereby effectively passing control of the Company to the merged candidate. The Company may seek or target a potential merger candidate which is outside the United States. It should be noted that there are inherent risks which may arise for the Company in the event it does engage in a business transaction with such an outside entity. Factors relevant to international laws, foreign exchange rates, duties, taxation and political stability of the targeted entity's country will all be considered to determine the impact of such factors on the Company. In the event the Company believes, in its discretion, that any of the aforementioned factors create a substantial and uncertain risk for the Company, then any business transaction with such targeted entity shall not proceed. Each targeted entity outside the United States will be evaluated on a case by case basis by the Company to consider the risks and factors inherent to consummating a business transaction with such entity. The Company has no recent operating history and no representation is made, nor is any intended, that the Company will be able to carry on future business activities successfully in the automotive industry. Further, there can be no assurance that the Company will have the ability to acquire or merge with an operating business, develop sustaining business opportunities or acquire property that will be of material value to the Company. In this case the company will seek an acquisition or merger candidate outside of the automotive industry. In the opinion of management, inflation has not and will not have a material affect on the operations of the Company as it does not currently have any significant assets, debt or income. 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 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. The Company does not foresee that any terms of sale of the shares presently held by officers and/or directors of the Company will also be afforded to all other shareholders of the Company on similar terms and conditions. Management does not anticipate actively negotiating or otherwise consenting to the purchase of any portion of their common stock as a condition to or in connection with a proposed merger or acquisition. In such an instance, all shareholders are to be treated equally. This policy is upheld by the inclusion of a resolution of the Board of Director's of the Company, contained in the Company's minutes. In the event management wishes to actively negotiating or otherwise consenting to the purchase of any portion of their common stock as a condition to or in connection with a proposed merger or acquisition, this would need to be disclosed to the Board of Directors and entered into the Company's minutes. The company's shareholders will be afforded an opportunity to approve or consent to any particular stock buy-out transaction or merger. There is no present potential that the Company may acquire or merge with a business or company in which the Company's promoters, management or their affiliates or associates, directly or indirectly, have an ownership interest. Existing corporate policy does not permit such transactions, unless disclosed by the individual with such interest and consent to by the Board of Directors. This policy based upon an understanding between management and the Board of Directors. Management is unaware of any circumstances under which this policy, through its own initiative, may be changed. In searching and targeting a merger or acquisition candidate, the Company will analyze the financial viability of a candidate along with its historic performance to ascertain the profitability of a potential candidate. Vital to this analysis shall be the financial statements of the candidate, with attention to profit/loss before taxes, and the candidates net asset value. The Company will not consider a candidate with excessive debt or which is highly leveraged. The Company will also consider the management expertise and experience of a candidate. In the event there is a downturn in the economy, the Company believes that the automotive industry would experience a drop in sales. If this occurs at a time when the Company has not acquired or merged with an operating business or has not generate substantial revenue, then the Company will re-evaluate its plans as it believes it would not be financially sound to implement entry into the automotive industry during a downturn. The Company however may benefit from a downturn in the economy as a potential merger or acquisition candidate can be assessed with a lesser asset valuation thereby affording the company a better opportunity to consummate a business transaction. Item 7. FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of WESTMINSTER AUTO RETAILERS INC. We have audited the accompanying balance sheet of Westminster Auto Retailers Inc., (a development stage company) as of May 31, 2002 and the related statements of loss, cash flows and shareholders' equity for the year then ended, and for the period from December 29, 1995 (inception) to May 31, 2002. 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 Westminster Auto Retailers Inc., as of May 31, 2002, and the results of its operations and its cash flows for the year then ended and for the period from December 29, 1995 (inception) to May 31, 2002 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 5 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 5. 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 September 16, 2002 WESTMINSTER AUTO RETAILERS INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEET As of May 31, 2002 (Audited)

As of As of May 31, ~~2001~~2002 May 31, ~~2000~~2001 -------------- ------------- ASSETS Current Assets Cash $ 0 $ 0 Other Current Assets 0 0 -------- -------- Total Current Assets 0 0 -------- -------- Total Assets $ 0 $ 0 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable $ 0 $ 0 Accrued Expenses 32,954 36,300 ~~18,550~~ -------- --------- Total Current Liabilities $32,954 36,300 ~~18,550~~ Other Liabilities - Loan Payable - European Technology Investments (Note 6) 71,950 38,050 ~~27,850~~ --------- ---------- Total Liabilities $74104,~~350~~904 $4674,~~400~~350 Stockholders' Equity Common Stock, $.001 par value, Authorized 25,000,000 Shares; Issued and Outstanding 5,000,000 Shares 5,000 5,000 Additional Paid in Capital 337,645 265,245 ~~192,845~~ Deficit Accumulated During the Development Stage (~~344~~447,~~595~~549) (~~244~~344,~~245~~595) ---------- --------- Total Stockholders' Equity (74104,~~350~~904) (4674,~~400~~350) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0 The accompanying notes are an integral part of these financial statements

WESTMINSTER AUTO RETAILERS INC. (A Development Stage Company) CONDENSED STATEMENT OF LOSS FOR THE YEAR ENDED MAY 31, 2002 AND FROM DECEMBER 29, 1995 (INCEPTION) TO MAY 31, 2002

For the Year For the Year From Ended Ended Inception to May 31, ~~2001~~2002 May 31, ~~2000~~2001 May 31, ~~2001~~2002 ------------- ------------- ------------- TOTAL REVENUES: $ 0 $ 0 $ 0 ---------- ---------- ---------- OPERATING EXPENSES: Accounting $ 8,000 78,~~500~~000 1826,000 Legal 1720,~~500~~104 17,500 5070,~~000~~104 Rent - Note 3 4,800 4,800 1318,~~200~~000 Filing Fee 50 50 ~~275~~325 Contributed Services - Note 6 70,000 70,000 ~~248~~318,120 Other Start Up Costs 0 0 15,000 ---------- ---------- ---------- Total Operating Expenses 102,954 100,350 99447,~~850~~549 ~~344,595~~ ---------- ---------- ---------- Operating Loss (~~100~~102,~~350~~954) $(99100,~~850~~350) $(~~344~~447,~~595~~549) ---------- ---------- ---------- NET LOSS (~~100~~102,~~350~~954) $(99100,~~850~~350) $(~~344~~447,~~595~~549) NET LOSS PER SHARE $( 0.02) $ (0.02) $(0.1214) ---------- ---------- ---------- WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,000,000 5,000,000 23,~~824~~162,~~551~~872 ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements.

WESTMINSTER AUTO RETAILERS INC. (A Development Stage Company) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MAY 31, 2002 AND FROM DECEMBER 29, 1995 (INCEPTION) TO MAY 31, 2002

For the Year From For the Year Ended Inception to Ended May 31, ~~2001~~2002 May 31, ~~2001~~2002 May 31, ~~2000~~2001 ------------- ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(~~100~~102,~~350~~954) $(~~344~~447,~~595~~549) $(99100,~~850~~350) --------- --------- -------- Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Additional paid in capital for: Rent 2,400 79,~~000~~400 2,400 Payment of Accounts Payable 0 125 0 Contributed Services 70,000 ~~248~~318,120 70,000 Changes in Assets and Liabilities: Increase in Accrued Expenses 17(3,~~750~~346) 3632,~~300~~954 117,~~000~~750 --------- -------- -------- Total Adjustments 9069,~~150~~054 ~~291~~360,~~545~~599 7390,~~400~~150 --------- -------- -------- Net Cash Used in Operating Activities (1033,~~200~~900) ( 5386,~~050~~950) (2610,~~450~~200) --------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in Loan Payable 1033,~~200~~900 3871,~~050~~950 2610,~~450~~200 Proceeds from Insurance of Common Stock 0 15,000 0 --------- -------- --------- Net Cash Provided by Financing Activities 1033,~~200~~900 5386,~~050~~950 2610,~~450~~200 --------- -------- --------- Net Change in Cash 0 0 0 Cash at Beginning of Period 0 0 0 Cash at End of Period $ 0 $ 0 $ 0 --------- -------- --------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Period for Interest Expense $ 0 $ 0 $ 0 --------- -------- --------- Corporate Taxes $ 0 $ 0 $ 0 --------- -------- --------- The accompanying notes are an integral part of these financial statements.

WESTMINSTER AUTO RETAILERS INC. (A Development Stage Company) STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) FROM INCEPTION TO MAY 31, 2002

Total COMMON STOCK ISSUED Additional Accumulated Shareholders' SHARES PAR VALUE Paid in Cap Deficit Equity ----------------------------------------------------------- ISSUANCE OF 6,000,000 SHARES August 27, 1996 6,000,000 $ 6,000 $ 0 $(6,000) $ 0 ISSUANCE OF 900,000 Shares October 22, 1996 900,000 900 8,100 $(9,000) $ 0 NET LOSS FOR THE YEAR ENDED MAY 31, 1997 0 0 25 ( 5,075) ( 5,050) ----------------------------------------------------------- BALANCE MAY 31, 1997 6,900,000 6,900 8,125 (20,075) ( 5,050) NET LOSS FOR THE YEAR ENDED MAY 31, 1998 0 0 32,130 (32,130) 0 ----------------------------------------------------------- BALANCE MAY 31, 1998 6,900,000 6,900 40,255 (52,205) ( 5,050) One for 5 Reverse Stock Split December 28, 1998 (5,520,000) (5,520) 5,520 0 0 ISSUANCE OF 3,620,000 SHARES December 28, 1998 3,620,000 3,620 (3,620) 0 0 NET LOSS FOR THE YEAR ENDED MAY 31, 1999 0 0 78,290 (92,190) (13,900) ----------------------------------------------------------- BALANCE MAY 31, 1999 5,000,000 $5,000 $120,445 $(144,395) $(18,950) NET LOSS FOR THE YEAR ENDED MAY 31, 2000 0 0 72,400 (99,850) (27,450) ----------------------------------------------------------- BALANCE MAY 31, 2000 5,000,000 $5,000 $192,845 $(244,245) $(46,400) NET LOSS FOR THE YEAR ENDED MAY 31, 2001 0 0 72,400 (100,350) (27,950) ----------------------------------------------------------- BALANCE MAY 31, 2001 5,000,000 $5,000 $265,245 $(344,595) $(74,350) NET LOSS FOR THE YEAR ENDED MAY 31, 2002 0 0 72,400 (102,954) (30,554) ----------------------------------------------------------- BALANCE MAY 31, 2002 5,000,000 $5,000 $337,645 $(447,549)$(104,904) =========================================================== The accompanying notes are an integral part of these financial statements.

WESTMINSTER AUTO RETAILERS INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS MAY 31, 2002 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES A. DESCRIPTION OF COMPANY: Westminster Auto Retailers Inc., ("the Company") is a for-profit corporation incorporated under the laws of the State of Delaware on December 29, 1995 as Tallman Supply Corp. On January 14, 1999 the Company changed its name to Westminster Auto Retailers Inc. The Company is a development stage company and currently has no material operations. The directors are now determined that the Company should become active in seeking potential business opportunities within the automotive industry with the intent to acquire or merge with such businesses. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PRESENTATION: Financial statements are prepared on the accrual basis of accounting. Accordingly revenue is recognized when earned and expenses when incurred. B. 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 5. NOTE 3 - USE OF OFFICE SPACE The Company uses office space for its executive offices at two locations. The fair market value of the 600 square foot office at 45 Mount Pleasant, Putney, London, UK is $200 per month. Use of this office space began on July 1, 1998. The fair market value of the 400 square foot office at 90 Park Avenue, New York, New York is also $200 per month. Use of this office space began November 1, 1998. The amount for the New York office, which the Company receives from one of its shareholders at no cost, is reflected as an expense with a corresponding credit to additional paid-in capital. NOTE 4 - EARNINGS PER SHARE For the Year From Inception Ended To May 31, 2002 May 31, 2002 -------------------------------------- Net Loss per share $(0.02) $(0.14) NOTE 5 - 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 reflect the operations of its early stage. As a result, the Company had from time of inception to May 31, 2002 no revenue and a net loss from operations of ($447,549). As of May 31, 2002, the Company had a net capital deficiency of $(104,904). 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 of its telephone service. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. Westminster Auto Retailers 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. See Note 7. NOTE 6- CONTRIBUTED SERVICES On December 15, 1997 two of the Company's officers began rendering services on behalf of the Company at no cost. A third officer also rendered services beginning November 3, 1998 for just over two months. The fair market value is $2,917 per officer per month. Each amount is reflected as an expense with a corresponding credit to additional paid in capital. NOTE 7- LOAN PAYABLE (EUROPEAN TECHNOLOGY INVESTMENTS LIMITED) As of May 31, 2002, European Technology Investments Limited has paid $71,950 of expenses on behalf of Westminster Auto Retailers, Inc. European Technology Investments Limited will lend up to $80,000 to the Company upon request. The loan is not evidenced by a note. The informal agreement calls for no payment of interest. The Company intends to repay the loan out of any fund raising that it may carry out or when the company achieves sustainable revenue. NOTE 8 - NON-CASH FINANCIAL TRANSACTIONS Non-cash financing transactions consisting of the cost of contributed services, contributed rent and the related additional paid in capital contributed by shareholders have been included in expenses and additional paid in capital, respectively, in the accompanying financial statements. These are valued at $72,400 and $327,520 for the year ended May 31, 2002 and from December 29, 1995 (inception) to May 31, 2002, respectively. 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 Basil R. Parker 53 President and Director None Linden Boyne 59 Secretary-Treasurer and Director 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. Set forth below is certain biographical information 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. Shopfitters. 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., Shopfitters, 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 is the President and a director of the Company. For the past seven years, he has worked for Rosegold Ltd. Shopfitters and is currently Managing Director of the company. Basil Parker joined NSS Newsagents plc in 1979 and, after being its Area Supervisor and Area Manage, 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. Current management was introduced to former management at a business development seminar on business techniques and development strategies in October 1998. They then formed a relationship agreeing to assist in the further development of the Company. There are no agreements or understandings for an officer or director to resign at the request of another person and none of the officers or directors are acting on behalf of or will act at the direction of any other person. To the 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 has not been previously registered. 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 May 31, 2002 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 May 31, 2002. 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 May 31, 2002, 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 ---------------- -------------------- -------- Basil R. Parker 100 0.00% Camberley, United Kingdom President Linden Boyne 100 0.00% Surrey, United Kingdom Secretary European Technology Investments Ltd. 1,932,739 38.6% 41 Central Chambers, Dame Court, Dublin 2 Tech Capital Group Limited 1,932,739 38.6% 31 Church Road Hendon, London NW4 5EB The Company has been advised that the persons listed above have sole voting, investment, and dispositive power over the shares indicated above. Percent of Class (third column above) is based on 5,000,000 shares of common stock outstanding on May 31, 2002. Management of the Company currently devotes approximately twenty hours per week to the Company's activities. Management at this stage is not promoting any blank check entities and therefore there are no conflict of interests or the possibility of any conflict arising. The Company does not intend to issue any stock to management, promoters or their affiliates or associates, prior to any business transaction or merger. The Company may issue stock to a consultant for the payment of such consultant's services however the Company at this time does not foresee the need or requirement to utilize or retain a consultant to render services for the Company. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS. To the best of Management's knowledge, during the fiscal year ended May 31, 2002, 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 May 31, 2002, 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 May 31, 2002 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. (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. Westminster Auto Retailers, Inc. ------------------------------- (Registrant) Date: September 17, 2002 By: /s/ B.R. Parker ------------------- President and Director By: /s/ Linden Boyne ------------------- Secretary and Director

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