SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number 0-28452
Millennium Software, Inc.
Formerly "Legal Protection Services Inc."
(Exact name of registrant as specified in its charter)
Nevada 93-1206546
---------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) number)
2950 E. Flamingo, Suite. G, Las Vegas, Nevada 89121
----------------------------------------------------------
(address of principal executive offices)
Issuer's Telephone Number: (702) 369-9614
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.004 per share
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months ( or 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
At the end of the quarter ending 6/30/2000 there were 7,454,500 issued and
outstanding shares of the registrants common stock.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
The accompanying interim financial statements for the six month periods ended
June 30, 2000 and June 30, 1999 have been reviewed by the Company's auditors
(see Independent' Accountants Report)and are derived from the audited financial
statements as of December 31, 1999 and December 31, 1998.
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30,2000 AND
June 30, 1999
(UNAUDITED)
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity. 4-5
Statement of Cash Flows 6
Notes to the Financial Statements 7-10
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Millennium Software, Inc.
Las Vegas, Nevada
I have reviewed the accompanying balance sheets of Millennium Software, Inc,
(a development stage company) as of June 30, 2000 and June 30, 1999, and the
related statements of operations, cash flows, and changes in stockholders'
equity for the period then ended as well as the cumulative period from February
20, 1996, (date of inception) to June 30, 2000. All information included in the
financial statements is the representation of Millennium Software, Inc.'s
management. My responsibility is to report the results of my review of these
financial statements.
I conducted my review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review consists principally of inquiries of Company
personnel and analytical procedures applied to financial data. A review is
substantially less in scope than an audit, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole
and, accordingly, no such opinion is expressed.
As a result of my review, I am not aware of any material modifications which
should be made to the balance sheets of Millennium Software, Inc. as of June 30,
2000 and June 30, 1999, and the results of operations, cash flows, and changes
in stockholders' equity for the periods then ended, as well as the cumulative
period from February 20, 1996, in order for them to be in conformity with
generally accepted accounting principals.
I have previously audited, in accordance with generally accepted auditing
standards, the balance sheets of Millennium Software, Inc., as of December 31,
1999 and December 31, 1998, and the related statements of income, changes in
stockholders' equity, and cash flows, for the years then ended (not presented
herein) and in my report dated June 14, 2000, I expressed an unqualified opinion
on those financial statements. In my opinion, the information set forth in the
accompanying balance sheet as of June 30, 2000 is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.
/s/David Coffey
David Coffey, C.P.A.
Las Vegas, Nevada
July 24, 2000
1
<PAGE>
UNAUDITED FINANCIAL STATEMENTS
MILLENNIUM SOFTWARE, INC
(A DEVELOPMENT STAGE COMPANY)
JUNE 30, 2000 AND JUNE 30, 1999
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30
-------------------------------
2000 1999
------------- ------------
ASSETS
Cash 3,120 2,884
Accounts receivable 667 0
Computers less accumulated depreciation
of $7,695 and $5,438, respectively 3,585 5,842
------------- ------------
Total Assets 7,372 8,726
============= ============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable 2,342 0
Loans from stockholders 70,325 71,376
------------ ------------
Total Liabilities 72,667 71,376
Stockholders' Equity
Common stock, authorized 25,000,000
shares at $.004 par value, issued and
outstanding 7,154,500 shares and
2,041,000 shares, respectively, after
giving effect to a 4 to 1 reverse split
Effective July 30, 1997 28,618 8,164
Additional paid-in capital 132,304 101,623
Deficit accumulated during the
Development stage (226,217) (172,437)
------------ ------------
Total Stockholders' Equity (65,295) (62,650)
Total Liabilities and Stockholders'
Equity 7,372 8,726
============ ============
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
Six months ended June 30, From Inception,
-------------------------- Feb.20, 1996 to
2000 1999 June.30, 2000
----------- ---------- ---------------
Sales income $ 889 $ 0 $ 889
Cost of sales - distribution 222 0 222
Cost of sales - royalties 133 0 133
----------- ---------- -------------
Gross Margin 534 0 534
Expenses
Advertising 1,381 0 8,667
Organizational expenses 0 0 1,000
Auto expenses 0 0 2,416
Computer expenses 300 0 4,285
Consulting 0 0 1,000
Depreciation 1,128 1,128 7,695
Research and development 16,956 0 19,299
Internet expenses 2,837 2,843 15,638
Legal and professional fees 5,840 0 69,509
Office expenses 0 446 4,802
Telephone 476 1,991 5,276
Travel, meals, and lodgings 0 27,372 87,164
----------- ---------- -------------
Total expenses 28,918 33,791 226,751
Net loss (28,384) (33,791) (226,217)
=========== ========== =============
Retained earnings, beginning
of period $ (197,833) (138,646)
----------- ----------
Deficit accumulated during
the development stage $ (226,217) (172,437)
=========== ==========
Earnings (loss) per share,
after giving effect to a
4 to 1 reverse split
effective July 30, 1997:
Net loss, assuming
no dilution $ (0.00) $ (0.02) $ (0.09)
=========== ========== =============
Net loss, assuming full
Dilution $ (0.00) $ (0.02) $ (0.09)
=========== ========== =============
Weighted average shares,
no dilution 6,469,167 2,036,000 2,544,507
=========== ========== =============
Weighted average shares,
fully diluted 6,769,167 2,036,000 2,710,019
=========== ========== =============
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 20, 1996, (Date of Inception)
TO JUNE 30, 2000
<TABLE>
<CAPTION>
Common Stock Additional
--------------------- Paid-In
Shares Amount Capital Total
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Balance February 20, 1996 $ $ $
Issuance of common stock for
services, March, 1996 1,000,000 1,000 0 1,000
Issuance of common stock for
cash, March, 1996 1,000,000 1,000 0 1,000
May, 1996 1,418,000 1,418 69,482 70,900
Less offering costs 0 0 (22,198) (22,198)
Less net loss 0 0 0 (36,787)
---------- ---------- ------------ ----------
Balance, December 31, 1996 3,418,000 3,418 47,284 13,915
Reverse stock split 4 to 1
on July 30, 1997 (2,563,500) 0 0 0
Issuance of common stock
for cash, August, 1997 1,180,500 3,418 54,303 59,025
Less net loss 0 0 0 (95,614)
---------- ---------- ----------- ----------
Balance, December 31, 1997 2,035,000 8,140 101,587 (22,674)
Less net loss 0 0 0 (5,198)
---------- ---------- ----------- ----------
Balance, September 30, 1998 2,035,000 8,140 101,587 (27,872)
Less net loss 0 0 0 (1,047)
---------- ---------- ----------- ----------
Balance, December 31, 1998 2,035,000 8,140 101,587 (28,919)
Issuance of common stock
for cash, June, 1999 5,000 20 30 50
Issuance of common stock to
offset debt, September, 1999 3,050,000 12,200 18,300 30,500
Issuance of common stock for
services, June 1999 1,000 4 6 10
Issuance of common stock to
offset debt, December, 1999 7,500 30 45 75
Less net loss 0 0 0 (59,187)
---------- ---------- ----------- ----------
Balance, December 31, 1999 5,098,500 $ 20,394 $ 119,968 $ (57,471)
Issuance of common stock
For services, March 2000 6,000 24 36 60
Issuance of common stock to
offset debt, March 2000 2,050,000 8,200 12,300 20,500
Less net loss 0 0 0 (28,384)
---------- ---------- ----------- ----------
Balance, June 30, 2000 7,154,500 28,618 132,304 (65,295)
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4 AND 5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
<TABLE>
<CAPTION>
From
Six months ended June 30, Inception
------------------------- Feb.20, 1996 to
2000 1999 June 30,2000
---------- ----------- -------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss $ (28,384) $ (33,791) $ (226,217)
Non-cash items included in net loss:
Issue of stock for services 60 10 1,070
Depreciation 1,128 1,128 7,695
Adjustments to reconcile net loss to
cash used by operating activity:
Increase in accounts receivable (667) 0 (667)
Increase in accounts payable 2,342 0 2,342
Loans from stockholders 26,487 32,603 121,400
Stock issued to repay loans
From stockholders (20,500) 0 (51,075)
---------- ----------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (19,534) (50) (145,452)
CASH FLOWS USED BY INVESTING ACTIVITIES
Computers 0 0 11,280
---------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES 0 0 11,280
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Issue of stock to offset
loans from stockholders 20,500 0 51,075
Sale of common stock 0 50 7,190
Paid-in capital 0 0 123,785
Less offering costs 0 0 (22,198)
---------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 20,500 50 159,852
---------- ----------- -----------
NET INCREASE IN CASH 966 0 $ 3,120
===========
CASH AT BEGINNING OF PERIOD 2,154 2,884
---------- -----------
CASH AT END OF PERIOD $ 3,120 $ 2,884
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on February 20, 1996, under the laws of the
State of Nevada as 'Legal Protection Services, Inc.'. The business purpose was
then to sell prepaid legal services. On July 10, 1997, the shareholders approved
a change of name to 'Millennium Software, Inc. The Company is engaged in the
development of an Internet-based business and commenced development of two web
sites. The Company commenced marketing software on April 1, 2000.
The Company adopted, effective December, 1998, SOP 98-5 issued by the
Securities & Exchange Commission. SOP 98-5 specifies that all organizational
costs be expensed as incurred. Consequently, the unamortized organizational cost
balance was recognized as a December,1998 expense.
The Company will adopt future accounting policies and procedures based upon
the nature of transactions.
NOTE B COMPUTER EQUIPMENT
Computer equipment is carried at cost. Expenditures for maintenance and
repairs are charged against operations. Renewals and betterments that materially
extend the life of the asset are capitalized. Expenditures for software
development, maintenance, and support of the Internet web site are charged
against operations as incurred.
Depreciation of the equipment is provided using the straight-line method
over the estimated useful lives fro both federal income taxes and financial
reporting. Computer equipment is depreciated over five years.
NOTE C LOANS FROM STOCKHOLDERS
The Company's President, or companies controlled by the Company's
President, have extended loans to the Company at no interest, payable on demand,
for working capital purposes. As of June 30, 2000, the Company had issued
5,107,500 shares of common stock, at $.01 per share in repayment of $51,075 of
its loans from stockholders. The balance due after the issuance of shares was
$70,325 as of June 30, 2000.
- 7-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000, AND June 30, 1999
(continued)
NOTE D EARNINGS (LOSS PER SHARE)
Basic EPS is determined using net income divided by the weighted average
shares outstanding during the period. Diluted EPS is computed by dividing net
income by the weighted average shares outstanding, assuming that stock options,
convertible bonds, or similar instruments have been exercised.
NOTE E STOCK ISSUANCE
In June of 1999, the Company issued 5,000 shares of its common stock at
$.01 per share, for a total of $50 cash. Also in June of 1999, the Company
issued 1,000 shares of its common stock at $.01 per share for a total of $10, in
exchange for services. In March 2000, the Company issued 6,000 shares of its
common stock in exchange for services valued at $.01 per share, a total of $60.
The policy of the Company is that, when it issues stock for services, the
assigned value of the stock is expensed in the Statement of Operations.
In September of 1999, the Company issued 3,000,000 shares of its common
stock and approved the issue of another 50,000 shares, at $.01 per share, a
total of $30,500, in repayment of loans from stockholders. In December of 1999,
the Company issued 7,500 shares of common stock, at $.01 per share for a total
of $75, in repayment of loans from stockholders. In March 2000, the Company
issued 2,050,000 shares of its common stock at $0.01 per share in repayment of
$20,500 of its loans from stockholders.
NOTE F CONTRACTS AND COMMITMENTS
The Company entered into an Electronic Software Distribution Agreement with
Digital River, Inc., Eden Prairie, Minnesota, in March of 1999.The agreement is
for a period of 24 months, expiring March 7, 2001, renewable for successive
one-year terms unless terminated by either party. Under the terms of the
agreement Digital River provides computer facilities to deliver software
purchased through the Company's web site, electronically by downloading or by
delivery of physical CD versions. The Company's web site links directly to the
Digital River order processing web site. The agreement provides for company
- 8-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000, AND June 30, 1999
(continued)
NOTE F CONTRACTS AND COMMITMENTS (continued)
indemnification of Digital River (and its successors) against any and all
liabilities, losses, damages and expenses associated with or incurred as a
result of any claims, action or proceeding instituted against Digital River as a
result of acts or failures to act on the part of the Company. No known current
or future liabilities exist under the terms of the agreement with Digital River
at the date of this financial statement. Digital River is not a related third
party as defined by SFAS 57.
NOTE G RELATED PARTY TRANSACTIONS
In September of 1999 the Company issued 3,000,000 shares of its common
stock and approved the issuance of another 50,000 shares, at $.01 per share, as
a reduction of $30,500 payable to the Company's President or companies
controlled by the Company's President. In December of 1999 the Company issued
another 7,500 shares of its common stock at $.01 per share for a similar debt
reduction of $75. In March of 2000, the Company issued 2,050,000 shares of its
common stock at $.01 per share to repay $20,500 of similar loans from
shareholders.
The Company's President has paid $19,239 for expenses for the development
of web sites on behalf of the Company. This amount is included in the loans from
stockholders balance of $70,325 as of June 30, 2000.
On November 22, 1999, the Company issued an option to its President to
Acquire 300,000 shares of its common stock at a price of $.01 per share, for
$3,000 cash. The terms of the Option are payment in cash within a three-year
period ending November 21, 2002, after which date any outstanding options will
be canceled. The options can be converted into common shares upon full payment
in cash. Any number of options can be converted at any time during the
three-year period. Any and all options which remain unconverted to common shares
after November 21, 2002, and the attached right to convert to common shares will
be canceled.
The Company entered into a Software Licensing Agreement with Abacus
Systems, Ltd., on December 8, 1999, whereby the Company has obtained worldwide
rights to publish, copy distribute, and sub-license reproduction and
distribution rights to software products developed by Abacus in return
- 9 -
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000, AND June 30, 1999
(continued)
NOTE G RELATED PARTY TRANSACTIONS (continued)
for future royalty payments. Abacus Systems, Ltd., is a private company
controlled by the President of the Company. The Company has agreed to pay a 10%
royalty based on net revenues from the sale of software licensed to Abacus to
the Company plus a 5% royalty based on net revenues received from the sale of
software licensed by Abacus to the Company for technical support. The Company
owed Abacus $133 royalties at June 30, 2000, which amount is included in
accounts payables.
NOTE H STOCK OPTION
On November 22, 1999, the Company issued an option to its President to
acquire 300,000 shares of its common stock at a price of $.01 per share, for
$3,000 cash. The terms of the Option are payment in cash within a three year
period ending November 21, 2002, after which date any outstanding options will
be canceled. The options can be converted into common shares upon full payment
in cash. Any number of options can be converted at any time during the
three-year period. Any and all options which remain unconverted to common shares
after November 21, 2002, and the attached right to convert to common shares will
be canceled.
NOTE I SUBSEQUENT EVENTS/ACCOUNTS PAYABLES
The balance of $2,342 accounts payable at June 30, 2000 includes $1,500 for
the balance of fees payable to the Company auditor and bookkeeping services,
which amounts were paid by the Company in July 2000.
- 10 -
<PAGE>
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS This report includes
projections of future results and "forward- looking statements " as that term is
defined in Section 27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as amended (the
"Exchange Act"). All statements that are included in this report, other than
statements of historical fact, are forward-looking statements. Although
Management believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the expectations are disclosed in this report, including,
without limitation, the risks in conjunction with those forward- looking
statements contained in this report.
Overview
--------
The Company made available its two web sites www.mlnsoft.com and
www.checkmy2000.uk.com (the "Web Sites") to the public on April 1, 2000 and
simultaneously made available for purchase software products licensed from
Abacus Systems Ltd ("Abacus"), CheckMy Banking 2000, CheckMy Loans 2000, CheckMy
Mortgage 2000 and associated Learning Guides (the "Software"). The Company
conducted a limited test market program during the three months April - June
2000. This test market exercise examined the level of purchases to advertising
expenses and the ratio of numbers of individual buyers to total Web Site
visitors and the level of product returns and software errors or malfunctions
("Errors"), if any, reported by end users.
Results of Operations
-----------------------
The Company's Web Sites worked to expected specification. Both Web Sites were
available to the public for 99% of available time. Less than 1% of errors were
reported with the links within both Web Sites. The Software was delivered to
customers by electronic download and in physical CD-ROM format. Only one
software "Error" was reported by one customer, which was immediately corrected.
The services provided by Digital River, Inc for order processing and credit card
authorizations worked well without any reported problems. In total 17 individual
Software products were purchased and delivered to 12 unique customers. 11 orders
for individual Software products were obtained from UK purchasers and 6 from US
purchasers. The average order value received was $74.08 per unique customer. On
average, each UK purchaser spent $114.93; and on average each U.S purchaser
spent $33.23. 46% of the number of orders received were delivered by electronic
download and 54% in CD-ROM form. There were no Software returns or claims for
money back received from any customer.
<PAGE>
The Company spent $1,381 on direct promotion of its Web Sites during the
three-month period April - June 2000, equivalent to a cost of $115 for each
unique customer obtained, compared with a gross profit earned from each unique
customer of $44.50 after distribution expenses and royalties. The ratio of
unique buyers to total numbers of visitors to the Web Sites was 0.7%. The
Company received approximately 220 visitors to the Web Sites originating from
the UK and approximately 1,500 visitors originated from the United States. The
number of visitors to the Web Sites originating from the UK represented 13% of
the total number visitors. The value of orders received from UK purchasers
represented 65% of total sales during the period.
Liquidity and Capital Resources
----------------------------------
As of June 30, 2000 the Company's cash balance was $3,120, compared to $508 at
March 31, 2000 and $2,884 at June 30, 1999. The Company has financed its
operations during the last twelve months since July 1st, 1999 solely through the
President providing loan finance for working capital. These loans have amounted
to $50,024 during the last twelve months and $9,591 during the three months
ended June 30, 2000. The balance of loans outstanding owing to the President at
June 30, 2000 was $70,325 after repayment of $51,075 loans through the issue of
5,107,500 shares at $0.01 per share to the President in lieu of monetary
repayment of debt.
There is no guarantee that the President will continue to provide loans for the
Company's working capital requirements, and in the event that financing required
for working capital is not available to the Company, the Company will have to
cease trading.
The Company has no definite plans to raise new capital for working capital over
the next twelve months. There are no plans for significant capital equipment
purchases.
The Company has minimal operating expenses. The President and Secretary work for
the Company on a part time basis and draw no remuneration. The President
provides office facilities for the Company to use at no cost.
PART 2. PLAN OF OPERATION
The Company conducted a limited test market of the Software during the April -
June 2000 period. No firm conclusions can be drawn from the results obtained due
to the small number of visitors to the Web Sites during the test market period.
The Company intends to expand its business by focusing on the UK market for the
next phase of its development. The Company has drawn up specifications for a
brochure that it intends to distribute into the UK market by direct postal mail
services during the period July - September 2000. The number of mail outs is
projected to amount to 10,000 brochures. If this test market achieves a 1.00%
success rate ("Success Rate"), defined as the total number of buyers divided by
the total number of mail outs dispatched expressed as a percentage, or greater,
the test market will be considered a success. If the Success Rate recorded is
less than 1.0% of the total number of mail outs, the results will be considered
unsatisfactory and the Company will consider discontinuation of its Software
test marketing program altogether and seek alternative business opportunities,
including, but not limited to, a merger with another company.
Competition
The Company is an insignificant participant among firms which are engaged
in selling personal and business software. There are many well-established
software companies firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be at significant competitive disadvantage vis-a-vis the
Company's competitors.
Y2K ISSUES
The Company did not experience any problems internally or externally when
computer clocks moved forward in to the year 2000.
OTHER INFORMATION
Legal Proceedings
None.
<PAGE>
Employees
The Company's only employees at the present time are its officers and
directors, who work for and on behalf of the Company on a part time basis
without remuneration.
MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's stock traded on the OTC bulletin board with the stock symbol MLNS
until February 8th, 2000. Since February 8th, 2000, the Company's common stock
has been quoted in the "Pink Sheets" published daily, with the stock symbol
MLNSE. During the six months ended June 30, 2000 the following share volumes
were transacted at the indicated price levels.
PRICE RANGE OF COMMON STOCK
Number of Transaction
Shares Price
--------- -----------
01/31/00 500 .375
06/30/00 12,500 .125
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 30, 2000, the outstanding shares
of common stock of the company owned of record or beneficially by each person
who owned of record, or was known by the Company to own beneficially, more than
5% of the Company's Common Stock, and the name and share holding of each officer
and director and all officers and directors as a group.
Title Of Name & Address Amount & Nature
Class of beneficial owner of beneficial owner % of class
______________________________________________________________________________
Common Abacus Systems Ltd 3,934,750 52.78
44 Church Street
Hamilton
Bermuda
Common Abacus Corporation Ltd 3,809,819 51.11
Kissack Court
Ramsey
Isle of Man
United Kingdom
Common A.M. and E.J.Bigwood (2) 12,332,138 (2) 82.72
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada
Common Officers and Directors 6,159,819 (1) 82.63
Combined
(1) The President shareholdings include options ('Options') to purchase 300,000
shares at $.01 which are exercisable until November 21, 2002
(2) 6,159,819 shares belong to A.M. Bigwood. 6,159,819 shares belong to E.J.
Bigwood. 12,500 shares belong to James Bigwood, Mr. and Mrs. Bigwood's son.
Mr. Bigwood and Mrs. Bigwood each hold 50% ownership of Abacus Corporation Ltd.
Abacus Corporation Ltd controls 96.825% ownership of Abacus Systems Ltd.
Mr.and Mrs Bigwood are husband and wife.
<PAGE>
RECENT SALE OF UNREGISTERED SECURITIES
None during the period April - June 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MILLENNIUM SOFTWARE,INC
August 11, 2000 By: /s/ Anthony M Bigwood
-----------------------------
Anthony M Bigwood
President
