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
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(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 29, 2000, 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
<PAGE>
<PAGE>
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 seeks to market its
restaurants with three national themes, Chinese, Indian and Thai,
under an "Express" banner. Each of the restaurants is to have
certain key features in common and be the key to the success of
the business. These include, average take away meal prices
around $5.00, fast and friendly service with food ordered within
one (1) minute of queing and served within three (3) minutes and
immaculately clean kitchen and eating areas.
The Company's restaurant concept is to provide a better and
different alternative to the regular fast food "burger and
sandwiches chain" which are currently marketed by large national
chains such as McDonald's and Burger King. The key features that
exist between the national themes will be a quick efficient
service which will permit customers to have their food served
within three (3) minutes. The menu selection will also be far
greater than that in existing fast food restaurant chains and
will focus on the Asian food concept. The Company intends to
price its products in accordance with that of the existing
restaurant chains. The location of the restaurants, its service,
selection and prices will be tantamount to the Company's success.
The Company conducted research to assess its competition and the
market demand for its Asian food concept. The Company evaluated
the products, service and prices of its main competitors in the
United Kingdom: McDonald's, Burger King, Wimpy and Kentucky Fried
Chicken. The Company determined that consumers were offered
limited choices at all these restaurants. The first three
offered burgers, in a limited variety of forms, along with a
small selection of other foods. The fourth offered solely fried
chicken with a very abbreviated selection of other foods. The
average price for a meal in McDonald's was $5, Burger King $6,
Wimpy $5 and Kentucky Fried Chicken $7. Based on its research,
the Company determined that the market was lacking a fast food
restaurant concept which offered consumers a variety of choices
and foods which were not limited to either burgers or chicken.
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 old management resigned on January 4, 1998 and were replaced
by the current management of B.R. Parker and Linden Boyne. None
of the officers and executives of the old management remained in
place once new management took over the operation of the Company.
New management was then brought into the company. The new
management determined that there was an opportunity for the
development of the company's Asian Express concept. Investors of
the Company provided funding for the preparation of a private
placement memorandum to raise capital for further research and
initial investment to test the concept in London. The Company
thereafter conducted a Regulation D 504 Offering in December
1998, raising $20,000.00 to fund additional research in a fully
successful offering. The Company's December 1998 private
placement was fully successful by reason of the fact that all
shares offered under the placement were subscribed to. The
company was able to raise enough funds to finance its research as
was planned at that time.
New management assessed the fast food restaurant market available
in the United Kingdom and determined that there was no fast food
chain which offered Asian foods. Some of the most popular foods
currently eaten by consumers in the United Kingdom are Indian,
Chinese and Thai. Management's research further determined that
there existed in the United Kingdom a significant amount of
Indian, Chinese and Thai restaurants which were operating
successfully. As a result, management believed that a successful
business concept would be to create a fast food restaurant
concept based upon the three Asian foods. The Company has not
decided whether to create a restaurant which incorporates all
three Asian food themes or to create separate restaurants for
each of the three Asian food groups. Factors which management
will consider in such a determination will center on the cost
involved in consolidating all three Asian food groups into one
restaurant and the appeal such a concept would have to the
consumer.
The Company intends to acquire or complete a business acquisition
after it has developed its fast food chain concept and conducted
sufficient research to identify the structure, organization and
operation of its organization. Once the fast food chain concept
has been developed, then the acquired businesses will be
integrated into the Company's concept. It should be understood
that the Company will undertake to make such acquisitions once it
has raised sufficient funds. There is no guarantee however that
the Company will raise sufficient funds or that its business plan
will succeed.
There have been no test restaurants opened or operated by the
Company as yet and the Company has not tested its concept on
London consumers.
The fast food industry is a highly competitive market which is
dominated in the United Kingdom by McDonald's, Burger King, Wimpy
and Kentucky Fried Chicken. Low prices and satisfactory quality
are demanded by consumers and provided by these companies.
Notwithstanding this, the Company expects to distinguish itself
from these companies by providing an Asian fast food chain
concept which is currently not available in the United Kingdom.
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.
<PAGE>
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's goal is
to develop its fast food restaurant concept in the three key
areas. Those areas are Chinese restaurants, called Shanghai
Express, Indian restaurants, called Bombay Express, and Thai
restaurants, called Bangkok Express. The Company has not decided
whether to create a restaurant which incorporates all three Asian
food themes or to create separate restaurants for each of the
three Asian food groups. Factors which management will consider
in such a determination will center on the cost involved in
consolidating all three Asian food groups into one restaurant and
the appeal such a concept would have to the consumer.
The Company believes that the development of its concept would be
most effective by merging or forming an alliance with another
business entity which has experience in the industry. After it
has developed its fast food chain concept and conducted
sufficient research to identify the structure, organization and
operation of its organization, the Company intends to acquire or
complete a business acquisition to assist it in further
implementing its business plan. The Company intends to integrate
the acquired entity into the Company's business.
The Company has spent the past twelve months finalizing research
and attempting to find a partner to merge with however as yet 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.
No acquisition shall be completed until the Company has raised
sufficient funds which, in management's best discretion, will
allow the Company to fully implement its business plan. 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. The Company believes that
its management's successful business acumen and its unique Asian
fast food concept will attract potential businesses for the
purpose of forming an alliance and developing the concept
further. There can be no guarantee or assurance however that the
Company will be able to attract another entity for such purposes.
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 since the
Company's common stock has no trading market and very little
market value.
During the last twelve months, the Company has actively
researched and sought to determine a viable location in the
United Kingdom to open a test store for the purpose of
experimenting the Company's concept. As of the date of this
filing, no suitable locations have been found, and the management
has now decided after much thought, that there is no point in
continuing with this until such time as the Company has
sufficient funds to commence operations with a test restaurant.
The Company notes that real estate values and rental charges have
increased in the United Kingdom during the past year which may
create difficulty for the Company to find a location which has
also contributed to management's decision. Management will now
concentrate all efforts in locating a business partner.
<PAGE>
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
29, 2000 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 29, 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 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 29, 2000, 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 29, 2000 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
September 19, 2000
<PAGE>
<PAGE>
MCC CATERING, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING FEBRUARY 28, 1999 AND
FEBRUARY 29, 2000
<TABLE>
<CAPTION>
As of As of
Feb. 28, 2000 Feb. 28, 1999
-----------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 0 $ 0
Other Current Assets 0 0
---------- ----------
Total Current Assets 0 0
Other Assets 0 0
---------- ----------
Total Assets $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 $ 0
Accrued Expenses 20,300 12,450
---------- ----------
Total Current Liabilities $20,300 12,450
Other Liabilities
Loan Payable - Glen Investments
Note 6 16,950 0
---------- ----------
Total Liabilities $37,250 $12,450
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 6,000,000
Shares 6,000 6,000
Additional Paid in Capital 81,650 19,250
Deficit Accumulated During
the Development Stage (124,900) (37,700)
---------- ----------
Total Stockholders' Equity (37,250) (12,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
MCC CATERING, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED FEBRUARY 28, 2000 AND
FEBRUARY 28, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 2000
<TABLE>
<CAPTION>
For the Year For the Year From
Ended Ended Inception to
Feb. 29, 2000 Feb. 28, 1999 Feb. 29, 2000
------------- ------------- -------------
<S> <C> <C> <C>
TOTAL REVENUES: $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES:
Accounting 7,250 2,400 9,650
Legal 17,500 15,000 32,500
Rent (Note 2) 2,400 1,200 3,600
Contributed Services 60,000 0 60,000
Filing Fee 50 100 150
Other Start Up Costs 0 15,000 19,000
---------- ---------- ----------
Total Operating Expenses 87,200 33,650 124,900
---------- ---------- ----------
Operating Loss $(87,200) $(37,700) $(124,900)
---------- ---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0 0
---------- ---------- ----------
NET LOSS $(87,200) $(37,700) $(124,900)
NET LOSS PER SHARE $ (0.01) $(0.01) $(0.02)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,000,000 4,305,164 5,088,384
---------- ---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
MCC CATERING, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED FEBRUARY 28, 2000 AND
FEBRUARY 28, 1999 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 2000
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
February 29, 2000 February 29, 2000
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(87,200) $(124,900)
-------- ---------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities:
Increase in Accrued Expenses 7,850 20,300
Additional paid in capital
contributed by shareholders for:
Rent 2,400 3,600
Contributed Services 60,000 60,000
Other start-up costs 0 4,050
-------- ---------
Total Adjustments 70,250 87,950
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Net Cash Used in
Operating Activities (16,950) (36,950)
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CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase in loan payable -
Glen Investments 16,950 16,950
Proceeds from Issuance of
Common Stock 0 20,000
-------- ---------
Net Cash Provided by
Financing Activities 16,950 36,950
-------- ---------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- ---------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- ---------
Corporate Taxes $ 0 $ 0
-------- ---------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
MCC CATERING, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO FEBRUARY 29, 2000
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF
4,000,000
SHARES
JANUARY 3, 1997 4,000,000 $ 4,000 $ 0 $(4,000) $ 0
NET LOSS FOR THE
PERIOD FROM
INCEPTION TO
FEBRUARY 28, 1998 0 0 50 ( 50) ( 0)
----------------------------------------------------------------
BALANCE
FEBRUARY 28, 1998 4,000,000 4,000 50 (4,050) ( 0)
ISSUANCE OF
2,000,000
SHARES
DECEMBER 17, 1998 2,000,000 2,000 18,000 0 20,000
NET LOSS FOR
THE YEAR ENDED
FEBRUARY 28, 1999 0 0 1,200 (33,650) (32,450)
----------------------------------------------------------------
BALANCE
FEBRUARY 28, 1999 6,000,000 $6,000 $19,250 $37,700 $12,450
NET LOSS FOR THE
YEAR ENDED
FEBRUARY 29, 2000 0 0 62,400 (87,200) (24,800)
----------------------------------------------------------------
BALANCE
FEBRUARY 29, 2000 6,000,000 $6,000 $81,650 $(124,900) $(37,250)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
MCC CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
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.
<PAGE>
<PAGE>
NOTE 3 - EARNINGS PER SHARE
From
For the Year Ended Inception to
February 29, 2000 February 29, 2000
--------------------------------------
Net Loss per share $(0.01) $(0.02)
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 29, 2000 no revenue and a net loss from operations of
$124,900. As of February 29, 2000, the Company had a net capital
deficiency of $(37,250).
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 29, 2000, $16,950 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 29, 2000 and $67,650
for the period from December 31, 1996 (inception) to February 29,
2000.
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 50 President and Director None
L.J. Boyne 49 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 29, 2000, 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
29, 2000.
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 29, 2000, 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 29, 2000, 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 29, 2000, 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 29, 2000 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.
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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: November 7, 2000
By: /s/ B. R. Parker
----------------------
President
