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
LONDON SOFTWARE INDUSTRIES INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4047693
-------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
52-30 Pacific Concourse Drive
Suite 350
Los Angeles, California 90045
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number 310-643-4467
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
6,000,000 Shares of Voting Common Stock
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 April 30, 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
LONDON SOFTWARE INDUSTRIES INC., (the "Company"), a development
stage company, was organized in April 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 is a development stage company which has no assets
and no recent operating history. The Company seeks to develop
software and computer related educational material to be
distributed through the medium of CD-ROM markets for personal and
business use. The Company also seeks to conduct research and
development of educational software for the distribution on the
new DVD high density market. The Company also seeks to develop
software capable of converting from hard copy to an html based
context, so that it may be immediately and efficiently placed
onto a digital CD Rom for mass production. It is also the
intention of the Company to develop software that will be able to
convert hard copy into a format so that the CD Roms may be viewed
from the traditional game consoles that are popular with
children. The educational titles will be aimed at the children's
market and an attempt will be made by the Company's titles to
make learning and education fun.
The Company will not develop its own content for the CD Roms.
Rather it will seek to obtain content from independent vendors
through licensing deals. The selection of the content to be
marketed by the Company will be solely in the best discretion and
judgement of management.
Over the past 12 months the Company has been seeking content
through licensing arrangements, however, at this time, the
Company has no licensing arrangements or deals with any third
party. Indeed, gaining content in the current market place is now
a costly business from when the Company originally started its
research into this marketplace.
Once the Company obtains the right to market content, it shall
out source the manufacturing of the CD Roms. The Company believes
that by doing so it shall be able to keep costs to a minimum. The
majority of the Company's costs will come in the production of
the CD Roms. If the Company does not gain a licensing deal then
Management will be forced to reevaluate the Company's business
plan. The Company's current intention is to first identify the
initial products that the Company feels would facilitate their
entry into the market place.
The software that the Company intends to develop can only be
developed once the Company has raised sufficient funds which will
permit it to acquire the necessary equipment to develop and
produce such software. Once funded, the company then intends on
retaining at least three software developers with extensive HTML
knowledge to develop the software. The cost for such developers,
as with any technology company, is expected to be substantial.
However at this time no definite figure as to cost can be
calculated. HTML, also known as Hypertext Markup Language, is the
standard language that World Wide Web documents utilize to enable
users to read or access them over the Internet on a variety of
computer platforms. HTML documents appear like text with codes
added to parts of the document.
The codes instruct the software viewer how to display particular
parts of the document, like section headings or images for
example, or what new document you might like see for more
information or to illustrate a certain point. Currently when
transferring Hard Copy to HTML the hard copy must be typed out to
incorporate HTML. The Company believes that with sufficient
resources it can develop innovative software to automatically
convert hard copy to HTML, and therefore save time and money. The
Company will use the latest scanning technology and write a
program to read and digest the hard copy text and automatically
merge it with HTML. During the last quarter, the company has the
Company has continued to research the various CD-Rom/DVD markets
as well as further looking into conducting transactions through
the internet. Additional research has been conducted over the
past 12 months on the development of home shopping CD Catalogues
whereby a user can receive a CD in the mail and access
manufacturer's products for purchase. The Company believes there
is currently no entity marketing such a product.
Management believes such a product may be mass produced and
replace traditional home catalogue shopping. Research is also
being carried out in the development of reference books on CD-Rom
such as dictionaries, thesauruses, atlases and specialized area
publications. The Company's research is taking longer than
originally anticipated as additional markets and concepts, such
as healthand fitness, sports, cooking, music and travel, have
also been researched. This has required a more meticulous and
detailed effort to be taken by the Company thereby requiring more
time and resources to be devoted by management.
Research has been carried out by attending seminars on technology
and business, as they relate to technology markets, and by
discussing the overall market with entrepreneurs already
established in the field.
Management has also been identifying the various title segments
and concepts which the Company will seek to produce in the CD Rom
format. This has been important in terms of developing the
overall product which the Company will produce. The Company's
products will seek to combine elements from successful software
packages with the Company's innovative ideas as set forth above.
These innovative ideas include those set forth in the Company's
proposed portfolio of products. The Company's goal is to develop
educational and reference software products which will be
distributed on DVD high density disks. The Company will design
and market home shopping catalogues, literary works of classic
authors, reference books, virtual reality museums, business
related data bases, city guides for tourists and residents and
teaching aids.
Management are focused on finding suitable partners and to find
funding to commence operations and to fulfill the Company's
business plan to create shareholder value.
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.
<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 April 30, 1999,
there were approximately 148 holders of record of the issued and
outstanding shares of Issuer's common stock. The Company, to the
best of its knowledge, obtained 148 shareholders subsequent to
the issuance of an initial issuance of shares upon its
incorporation and a Regulation D 504 offering which was
undertaken in January 1999. Issuer has never paid a dividend on
its outstanding equity. The Company currently has no established
public trading market for its common stock.
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. 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.
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 can be no assurance that the Company's
research and selection of CD and DVD products will succeed or be
accepted by the public. Additionally, the DVD market is highly
undeveloped and there is substantial risk attributed to the
investment and entry into such market. 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.
Currently, the Company has sufficient capital to cover the cost
of its operations for the next twelve (12) months which the
Company foresees will primarily consist of further research of
the Company's concept and also networking and discussions by the
Company's management with individuals and entities involved in
the CD-Rom software development field. The Company however
believes that it shall require additional capital in order to
implement its business plan once research of its concept is
completed. 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. Over the
next twelve (12) months, the Company's costs and expenses could
significantly increase as the Company begins to expend sums on
marketing, advertising and software development.
<PAGE>
Item 7. Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of London Software
Industries Inc.
We have audited the accompanying balance sheet of London Software
Industries Inc., (a development stage company) as of April 30,
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 April 30, 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 London Software Technologies, as of April 30, 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
April 30, 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>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING APRIL 30, 2000 AND APRIL 30, 1999
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
April 30, 2000 April 30, 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 15,550 12,450
--------- ---------
Total Current Liabilities $15,550 $ 12,450
Other Liabilities - Loan Payable 23,300 50
--------- ---------
Total Liabilities $38,850 $ 12,500
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 290,500 185,100
Deficit Accumulated During
the Development Stage (335,350) (203,600)
--------- ---------
Total Stockholders' Equity (38,850) (12,500)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEARS ENDED APRIL 30, 1999 AND APRIL 30, 2000
AND FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 2000
<TABLE>
<CAPTION>
For the Year For the Year From
Ended Ended Inception to
April 30, 2000 April 30, 1999 April 30, 1999
-------------- -------------- --------------
<S> <C> <C> <C>
TOTAL REVENUES: $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES:
Accounting 7,000 2,400 9,400
Legal 17,500 15,000 32,500
Rent (Note 2) 7,200 4,100 11,300
Filing Fee 50 100 150
Contributed Services (Note 5) 100,000 159,000 259.000
Other Start Up Costs 0 19,000 23,000
---------- ---------- ----------
Total Operating Expenses $ 131,750 140,550 335,350
---------- ---------- ----------
NET LOSS $(131,750) $(140,550) $(203,600)
NET LOSS PER SHARE $ (0.02) $ (0.03) $ (0.08)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,000,000 4,476,712 4,362,800
---------- ---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 2000 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 2000
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
April 30, 2000 April 30, 2000
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(131,750) $(335,350)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Contributed Services and rent 105,400 268,500
Shares Issued for Services 0 8,000
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 3,100 15,550
-------- --------
Total Adjustments 108,500 292,050
-------- --------
Net Cash Used in
Operating Activities ( 23,250) ( 43,300)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Loan Payable 23,250 23,300
Proceeds from Issuance of
Common Stock 0 20,000
-------- --------
Net Cash Provided by
Financing Activities 23,250 43,300
-------- --------
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>
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO APRIL 30, 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
APRIL 25, 1997 4,000,000 $ 4,000 $ 0 $(4,000) $ 0
BALANCE AS OF
APRIL 30, 1997 4,000,000 4,000 0 (4,000) 0
NET LOSS FOR THE
YEAR ENDED
APRIL 30, 1998 0 0 59,000 (59,050) (50)
----------------------------------------------------------------
BALANCE
APRIL 30, 1998 4,000,000 4,000 59,000 (63,050) ( 50)
CANCELLATION OF
3,999,998 SHARES
JANUARY 3, 1999 (3,999,998) (4,000) (4,000) 0 0
ISSUANCE OF
3,999,998 SHARES
JANUARY 3, 1999 3,999,998 4,000 0 0 4,000
ISSUANCE OF
2,000,000 SHARES
FEBRUARY 2, 1999 2,000,000 2,000 18,000 0 20,000
CONTRIBUTED
SERVICES 0 0 100,000 0 100,000
CONTRIBUTED RENT 0 0 4,100 0 4,100
NET LOSS FOR
THE YEAR ENDED
APRIL 30, 1999 0 0 0 (140,550) (140,550)
----------------------------------------------------------------
BALANCE
APRIL 30, 1999 6,000,000 $6,000 $185,100 $(203,600)$( 12,500)
CONTRIBUTED
SERVICES AND RENT 0 0 105,400 0 105,400
NET LOSS FOR
THE YEAR ENDED
APRIL 30, 2000 0 0 0 (131,750) (131,750)
----------------------------------------------------------------
BALANCE
APRIL 30, 2000 6,000,000 $6,000 $290,500 $(335,350)$( 38,850)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
LONDON SOFTWARE INDUSTRIES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
LONDON SOFTWARE INDUSTRIES, INC., ("the Company") is a for profit
corporation incorporated under the laws of the State of Delaware
on December 31, 1996. London Software Industries Inc., is a
developmental stage company whose principal objective is to
create and market a portfolio of CD Roms to include home shopping
CD catalogues, literary works, reference books, virtual reality
museums, data bases, city guides and teaching aids.
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.
D. Research and Development Costs
Research and development costs charged to expense are $16,000 for
the year ended April 30, 2000 and also from inception to April
30, 2000.
E. Issuance of Common Stock
Consideration for issuance of the 4,000,000 shares of common
stock on April 25, 1997 consisted of intellectual property
including the start up of the Company. This consideration was
valued at the par value of the stock for lack of an objective
fair market value. Consideration for issuance of the 3,998,998
shares of common stock on January 3, 1999 consisted of payment by
the shareholder of research and development and consultant fees
in the amount of $4,000. Consideration for issuance of the
4,000,000 shares of common stock on February 2, 1999 consisted of
$20,000.
NOTE 2 - USE OF OFFICE SPACE
The Company uses office space for its executive offices at two
locations, both of which it receives from one of its shareholders
at no cost. The fair market value of the 1,000 square foot
office at International House, 31 Church Road, Hendon, London UK
is $300 per month. Use of this office space began August 10,
1998. The fair market value of the 600 square foot office at 52-
30 Pacific Concourse Drive, Suite 350, Los Angeles, California is
also $300 per month. Use of this office space began March 29,
1999. Before that, the Company used 600 square feet of office
space at 1750 Montgomery Street, San Francisco, CA with a fair
market value of $300 per month from November 30, 1998 to March
29, 1999. Each amount is reflected as an expense with a
corresponding credit to additional paid-in-capital. Beginning
February 1, 2000, Tech Capital Group began paying $300 per month
each for the London and Los Angeles offices.
NOTE 3 - EARNINGS PER SHARE
For the Year For the Year
Ended Ended
April 30, 2000 April 30, 2000
---------------------------------------
Net Loss per share $(0.02) $(0.08)
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 reflect the operations of its early stage.
As a result, the Company had from time of inception to April 30,
2000 no revenue and a net loss from operations of $203,600. As
of April 30, 2000 the Company had a net capital deficiency of
$38,850.
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 travel services operations. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. London Software Industries 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 6.
NOTE 5 - CONTRIBUTED SERVICES
On September 26, 1997, two of the Company's officers began
rendering services on behalf of the Company at no cost. The fair
market value is $4,167 per officer per month. Each month is
reflected as an expense with a corresponding credit to additional
paid in capital.
NOTE 6 - LOAN PAYABLE - TECH GROUP AND RELATED PARTY TRANSACTION
As of April 30, 2000, Tech Capital Group has paid $50 of expenses
on behalf London Software Industries Inc. The president of LSI
is a 10% shareholder in Tech Capital Group. Tech Capital Group
will lend up to $65,000 to LSI upon request. The loan is not
evidenced by a note. The informal agreement calls for no payment
of interest. LSI intends to repay the loan out of any fund
raising 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 and 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 at a value of $105,400 and
$209,500 for the year ended April 30, 2000 and for the period
from December 31, 1996 (inception) to April 30, 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
Alan G R Bowen 54 President and Director None
Barbara Platts 71 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.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Alan G.R. Bowen, the Company's president and director since 1997,
is a graduate in Mathematics from Birmingham University and
worked as a graduate trainee for Unilever before moving into
retailing with British Shoe Corporation, part of the Sears Group.
In 1971, he joined NSS Newsagents and progressed to become Retail
Director and then Group Managing Director. He left NSS
Newsagents after it was taken over by Gallahers Tobacco and
formed an independent Mayfair Cards, a greetings card company.
Alan G.R. Bowen is also a director of Mayfair Cards
(Waterlooville) Limited, a United Kingdom Corporation.
Barbara Platts has had a distinguished career in the marketing
and strategy of many companies, operating on a consultancy basis.
Barbara started her career in the 1960's and brings extensive
marketing experience to the Company. In the past she has
represented at senior level various companies in all stages of
development. She has had extensive experience in the software
industry and will use her vast associations to assist in moving
the company forward. She currently holds zero stock in the
Company.
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
<PAGE>
<PAGE>
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 April 30, 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 April
30, 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 May 31, 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
---------------- -------------------- --------
Quality Worldwide Ltd. 600,000 10%
1 Great Cumberland Place
London, UK
(M. Griffiths)
Grademore Analysis Limited 600,000 10%
168 Church Road Hove
Sussex, UK
(H. Boylett)
Jubilee Systems Limited 600,000 10%
211 Eagle Place
Piccadilly, London UK
(K. Aluko)
Wing Capital Limited 670,000 11.2%
25 Turnbull Lane
Gibraltar
(J. Wing)
Channing Investments Limited 670,000 11.2%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(G. Cowan)
Bradwall Limited 650,000 10.8%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(Alan Bowen)
Melchrisea Holdings Limited 500,000 8.3%
25 Turnbull Lane
Gibraltar
(M. Driscoll)
Alan Bowen 165,000 2.8%
41 Bluebell Meadow
Sherwood, UK
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.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended April 30, 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 April 30, 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 April 30, 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.
<PAGE>
<PAGE>
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.
LONDON SOFTWARE INDUSTRIES INC.
----------------------
(Registrant)
Date: November 7, 2000
By: /s/ Alan Bowen
----------------------
President
