SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Amendment No. 3)
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 3/31/2000 there were 7,154,500 issued and
outstanding shares of the registrants common stock, excluding 300,000 options
granted.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
AUDITED FINANCIAL STATEMENTS
The accompanying interim financial statements have been audited following
generally accepted accounting principles applied consistently with those used in
preparation of the Company's audited financial statements and notes for the year
ending December 31st, 1999.
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31,2000 AND
MARCH 31, 1999
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 audited the accompanying balance sheets of Millennium Software, Inc.
(a development stage company) as of March 31, 2000, and March 31, 1999, and the
related statements of operations, cash flows, and changes in stockholders'
equity for the period from February 20, 1996, (date of inception) to March 31,
2000. These statements are the responsibility of Millennium Software, Inc's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted an audit in accordance with generally accepted auditing
standards. Those standards require that I 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, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principle used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in all
material aspects, the financial position of Millennium Software, Inc. as of
March 31, 2000, and March 31, 1999, and the results of operations, cash flows,
and changes in stockholders' equity for the years then ended, as well as the
cumulative period from February 20, 1996, in conformity with generally accepted
accounting principles.
/s/David Coffey
David Coffey, C.P.A.
Las Vegas, Nevada
June 15, 2000
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31
-------------------------------
2000 1999
------------ -------------
ASSETS
Cash $ 508 $ 2,884
Computers less accumulated depreciation
of $7,131 and $4,074, respectively 4,149 6,406
------------ -------------
Total Assets $ 4,667 $ 9,290
============ =============
LIABILITIES & STOCKHOLDERS' EQUITY
Loans from stockholders $ 60,734 66,769
------------ -------------
Total Liabilities 60,734 66,769
Stockholders' Equity Common stock,
authorized 25,000,000 shares at
$.004 par value, issued and
outstanding 7,154,500 shares and
2,035,000 shares, respectively,
after giving effect to a 4 to 1
reverse split
Effective July 30, 1997 28,618 8,140
Additional paid-in capital 132,304 101,587
Deficit accumulated during the
Development stage (216,999) (167,206)
------------ -------------
Total Stockholders' Equity (56,077) (57,479)
Total Liabilities and Stockholders'
Equity $ 4,657 $ 9,290
============ =============
The accompanying notes are an integral part of these financial statements.
-2-
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
Three months ended March 31, From Inception,
----------------------------- Feb.20, 1996 to
2000 1999 Mar.31, 2000
----------- ----------- ---------------
Income $ 0 $ 0 $ 0
Expenses
Advertising 0 0 7,286
Amortization of
organizational costs 0 0 1,000
Auto expenses 0 0 2,416
Computer expenses 0 0 3,985
Consulting 0 0 1,000
Depreciation 564 564 7,131
Research and development 16,956 0 19,299
Internet expenses 1,066 2,843 13,867
Legal and professional fees 580 0 64,249
Office expenses 0 446 4,802
Telephone 0 1,991 4,800
Travel, meals, and lodgings 0 22,716 87,164
----------- ----------- ---------------
Total expenses 19,166 28,560 216,999
Net loss (19,166) (28,560) $ (216,999)
===============
Retained earnings, beginning
of period (197,833) (138,646)
----------- -----------
Deficit accumulated during
the development stage $ (216,999) (167,206)
=========== ===========
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) $ 0.01 $ (0.09)
=========== =========== ===============
Net loss, assuming full
Dilution $ (0.00) 0.01 $ (0.09)
=========== =========== ===============
Weighted average shares,
no dilution 5,783,833 2,035,000 2,314,032
=========== =========== ===============
Weighted average shares,
fully diluted 6,083,833 2,035,000 2,352,493
=========== =========== ===============
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 MARCH 31, 2000
Common Stock Additional
--------------------- Paid-In
Shares Amount Capital Total
--------- --------- ---------- ---------
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)
========= ========= ========== =========
The accompanying notes are an integral part of these financial statements.
-4-
<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 March 31, 2000
(continued)
Common Stock Additional
--------------------- Paid-In
Shares Amount Capital Total
--------- --------- ---------- ---------
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 (19,166)
--------- --------- --------- --------
Balance, March 31, 2000 7,154,500 28,618 132,304 (56,077)
The accompanying notes are an integral part of these financial statements.
- 5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
Three months ended March 31, From Inception
--------------------------- Feb.20,1996 to
2000 1999 March 31,2000
--------- --------- --------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (19,166) $ (28,560) $ (216,999)
Non-cash items included in net loss:
Issue of stock for services 60 0 1,070
Depreciation 564 564 7,131
Adjustments to reconcile net loss
to cash used by operating activity:
Loans from stockholders 16,896 27,996 111,809
Stock issued to repay loans
From stockholders (20,500) 0 (51,075)
--------- --------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (22,146) 0 (148,064)
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 0 7,190
Paid-in capital 0 0 123,785
Less offering costs 0 0 (22,198)
--------- --------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 20,500 0 159,852
--------- --------- -----------
NET INCREASE IN CASH (1,646) 0 $ 508
===========
CASH AT BEGINNING OF PERIOD 2,154 2,884
--------- ---------
CASH AT END OF PERIOD $ 508 $ 2,884
========= =========
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
MARCH 31, 2000, AND MARCH 31, 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 still in the
development stage and has not generated any revenue from operations. The Company
is engaged in the development of an Internet-based business and commenced
development of a web site. The Company entered into an Electronic Distribution
Agreement with Digital River, Inc. in March of 1999.
The Company adopted, effective December, 1998, SOP 98-5 issued by the
American Institute of Certified Public Accountants. 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 March 31, 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
-7-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000, AND March 31, 1999
(continued)
NOTE C LOANS FROM STOCKHOLDERS (continued)
$60,734 as of March 31, 2000.
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
-8-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
(continued)
NOTE F CONTRACTS AND COMMITMENTS (continued)
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 Company has not yet delivered any
software to Digital River. The agreement provides for company 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 H 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 $60,734 as of March 31, 1999.
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.
-8-
<PAGE>
MILLENNIUM SOFTWARE, INC.
( A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000, AND MARCH 31, 1999
(continued)
NOTE G RELATED PARTY TRANSACTIONS (continued)
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 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. No sales have
been made and no royalty payments were due as of March 31, 1999.
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.
- 10 -
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS This statement
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 Registration Statement, 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
Statement, including, without limitation, the risks in conjunction with
those forward-looking statements contained in this Statement.
Overview
--------
Due to the development stage of the Company's business, the Company has not
generated any revenues to March 31st, 2000. To date, the Company has not relied
on revenues for funding. The Company has secured from Abacus Systems Ltd
("Abacus"), a company controlled by the President, the license to sell, copy,
duplicate and sub-license software products known as CheckMy Banking 2000,
CheckMy Loans 2000 and CheckMy Mortgage 2000 (the "Software") and to date no
sales of Software have been made. The Company has commissioned the development
of two web sites www.checkmy2000.uk.com and www.mlns.com (the "Web Sites") which
were not available to the public during the three months ended March 31st, 2000.
The Company entered into a 2-year software distribution agreement with Digital
River, Inc, Eden Prairie, Minnesota, United States in March 1999 whereby the
Software will be distributed by Digital River electronically and in physical
form via CD-ROM. To date Digital River has made no deliveries of the Software to
customers.
Liquidity and Capital Resources
-------------------------------
As of March 31st, 2000 the Company's cash balance was $508, compared to $2,154
at December 31st, 1999 and $2,884 at March 31st, 1999. The Company has financed
its operations over the last twelve months since April 1st, 1999 solely through
the President providing loan finance for working capital. These loans have
amounted to $45,041 during the last twelve months and $16,896 during the three
months ended March 31st, 2000. The balance of loans outstanding owing to the
President at 31st March 2000 was $60,734 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 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.
<PAGE>
PLAN OF OPERATION
The Company intends on April 1st, 2000 to enter the market for financial
software products by sub licensing distribution the Software products to Digital
River for the purposes of order processing, credit card authorizations and
delivery of the Software by electronic means and in physical form by CD-ROM. It
is intended that the Software will be available for ordering from the Company's
Web Sites. The Company intends to seek rankings on leading Internet search
engines such as Lycos.com, Yahoo.com and Goto.com and to promote the Software by
encouraging third party web sites to place Internet links on their web sites
which lead visitors to the Company's Web Sites.
The Electronic Software Distribution Agreement with Digital River provides for
Digital River to retain 20% of revenues secured from sales income earned from
the Software for services provided.
The Software Distribution Agreement with Abacus provides for payment of 15%
royalties on sales of the Software to Abacus.
At March 31st, 2000 no Software sales had been achieved. The Web Sites were not
available to the public.
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
RECENT SALE OF UNREGISTERED SECURITIES
None during the period April - June 2000.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
There have been no matters submitted to a vote of security holders during the
period.
Item 5.
Other information
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 three months ended March 31st 2000 there was one trade.
<PAGE>
PRICE RANGE OF COMMON STOCK
01/31/00 500 1.0625 .375 .375
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31st, 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 % of class
Class of beneficial owner of beneficial owner
----------------------------------------------------------------------------
Common Abacus Systems Ltd (1) 3,964,750 53.19
44 Church Street
Hamilton
Bermuda
Common A.M. Bigwood (1) (2) 6,364,750 (4) 85.38
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada
Common E.J. Bigwood (1) 6,364,750 (3) 85.38
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada
Common Officers and Directors 6,364,750 85.38
Combined
(1) Abacus Systems Ltd. is owned directly by Abacus Corporation Ltd, Kissack
Court, Ramsey, Isle of Man, British Isles. Mr. Bigwood (50%) and Mrs. Bigwood
(50%) are the direct owners of Abacus Corporation Ltd. At March 31, 2000, Abacus
Corporation Ltd owned 96.825% of Abacus Systems Ltd. Abacus Corporation Ltd owns
nil shares of the Company held directly. Mr & Mrs Bigwood are the indirect
owners of the 3,964,750 shares held directly by Abacus Systems Ltd through their
controlling interest in Abacus Corporation Ltd.
(2) The President currently has options to purchase 300,000 shares at $.01 which
are exercisable until November 21, 2002, and these options are included in share
totals in the table above.
(3) Mr. Bigwood's spouse, E J Bigwood, is the beneficial owner of 6,364,750
shares of common stock, from her indirect ownership of Abacus Systems Ltd
(3,964,750 shares held directly), 50,000 shares held directly, her beneficial
interest in 2,000,000 shares held directly by Mr. Bigwood and 300,000 share
options owned by Mr. Bigwood and her ownership of General Audit Systems Ltd
(50,000 shares held directly). These shares are reported in the beneficial
ownership of Mr. Bigwood.
(4) Mrs. Bigwood's spouse, A M Bigwood, is the beneficial owner of 6,364,750
shares of common stock, from 2,000,000 shares held directly and options to buy
another 300,000 shares by November 21, 2002, his indirect ownership of Abacus
Systems Ltd (3,964,750 shares held directly), ownership of General Audit Systems
Ltd (50,000 shares held directly), and beneficial interest in 50,000 share held
directly by Mrs. Bigwood.
<PAGE>
Abacus Systems Ltd acquired 326,750 shares from Abacus Corporation Ltd in
February 2000. 50,000 shares were transferred from Abacus Systems Ltd to Mrs.
Bigwood, 10,000 shares were transferred to James Bigwood and 20,000 shares were
sold to a third party in March 2000. The net incremental balance of shares
acquired by Abacus Systems Ltd after disposals amounted to 246,750 shares.
The changes in the balance of shares held directly and beneficially by Abacus
Corporation Ltd and Abacus Systems Ltd during the three month period ended
March 31, 2000 have been as follows:
<TABLE>
<CAPTION>
Direct Holdings Beneficial Holdings
Abacus Sys. Abacus Corp. Abacus Systems. Abacus Corp.
---------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
At December 31, 1999 1,668,000 326,750 1,668,000 1,994,750
February 2000
Transfer of shares +326,750 -326,750 1,994,750 1,994,750
At March 2000
Disposals by
Abacus Systems. -80,000 0 1,914,750 1,914,750
Issue of shares +2,050,000 0 3,964,750 3,964,750
----------- ---------- --------------- -------------
At March 31, 2000 3,964,750 0 3,964,750 3,964,750
</TABLE>
The fully diluted number of shares issued at March 31st,2000 amounted to
7,154,500. This total excluded 300,000 options issued to the President.
7,154,500 shares together with 300,000 options (7,454,500 shares) are used as
the basis of calculations of % of Class.
The Company's transfer agent at March 31st, 2000 is First American Stock
Transfer of Phoenix, Arizona. First American Stock Transfer confirms that as of
03/31/2000, there are approximately 84 shareholders of record.
Mr. and Mrs. Bigwood are husband and wife.
RECENT SALE OF UNREGISTERED SECURITIES
The Company issued 2,050,000 shares, in March 2000, to Abacus Systems Ltd, a
company controlled by the President, at $0.01 per share as compensation for
$20,500 owed by the Company to the President, previously provided as a
shareholder loan. The Company reduced the amount owed to the President by a
corresponding $20,500. 50,000 shares of the Company were transferred from Abacus
Systems Ltd. to Mrs. E.J Bigwood in March 2000. 10,000 shares of the Company
were transferred from Abacus Systems Ltd. to James Bigwood, son of AM & EJ
Bigwood, in March 2000.
The Company issued 6,000 shares for software development services relating to
development of the Company's Web Sites, valued at $60 in March 2000, 2,500 to Ms
D.Stoute and 3,500 to Mr. H. Shah both of London UK.
All of the above mentioned shares were offered pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.
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.
July 7, 2000 By: /s/ Anthony M Bigwood
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Anthony M Bigwood
President
