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.)
Chadwick House, Birchwood Park
Warrington, Cheshire, UK WA3 6AE
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number +44 (0) 1925 846700
-------------------
Securities to be registered pursuant to Section 12(g) of the Act:
15,000,000 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 August 17, 2001, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
15,000,000 issued and outstanding
_
CONTENTS
Part I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security
Holders
Part II
Item 5. Market for Common Equity and Related Stockholder
Matters
Item 6. Management's Discussion and Analysis
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Part III
Item 9. Directors and Executive Officers
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners
and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
PART I
Item 1. Description of the Business
HISTORY AND ORGANIZATION
LONDON SOFTWARE INDUSTRIES INC., (the "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 was originally incorporated to be a
provider, developer and manufacturer of CD Rom software.
On March 16 2001 the Company entered into an acquisition
agreement to acquire 100% of the issued and outstanding share
capital of ICM Resource Limited ("ICM"), a UK Corporation, which
was incorporated on 1 July 1999. ICM is actively engaged in the
business of print management solutions. Under the terms of the
agreement London Software Industries Inc carried out a four for
one reverse share split leaving 1,500,000 shares in issue and
then issued 13,500,000 new shares to the shareholders of ICM
Resource Limited.
London Software Industries Inc, is the parent company of ICM
Resource, a print facilities management company. Our clients
outsource the whole of their print buying function of their
operation to us. We take on the role of principal in the purchase
of printed material and then "sell" these items to clients.
Clients no longer have to manage a direct relationship with a
multitude of suppliers such as printers, designers, reprographic
houses, paper merchants etc.
We operate in an extremely fragmented industry and are pursuing
an aggressive growth and acquisition strategy to provide a
bridged solution for traditional print and digital media content
delivery. This consists of strategic acquisition and integration
into our business model. We intend to acquire or invest in
businesses, technologies, products or services that are
complementary to our business.
We provide a print management solution to companies who wish to
outsource the procurement and management of all their print and
print related items, including design management, reprographics,
paper management, print management and distribution. We intend
to provide services to fulfill the increasing demand for the
integration of print with digital media. Our offering is
therefore expanding to include Digital Content Management and
Digital Asset Management, which will manage the delivery of all
the clients' communications through all digital media alongside
print.
We will increase our offerings to clients by developing a system,
which integrates printed media and digital formats. This will
allow us to service clients total needs while achieving
significant margin increase and client lock in.
With the provision of our additional services, our aim to become
a leading provider of a complete end-to-end digital
communications management service in Europe.
Strategic alliances with market leading software developers are
providing fully developed and market tested 'best of breed'
solutions. This gives us a formidable market advantage. Continual
developments shouldenable us to maintain our market position,
lock out competitors and further cement customer lock in. Among
our current clients are market leading companies who use printed
catalogues, brochures and direct mail as a means of communicating
the value of their offering to their customers.
We will offer Management Services Provision (MSP) / Applications
Services Provision (ASP) solutions in 3 main parts:
* Management Information Systems (MIS) offering our clients
workflow tools to manage the tracking of print production and
proofing cycles
* The management and control of content to be used in marketing
materials across all media, such as print, internet, digital
interactive TV and all other digital channels
* The storage and delivery of digital assets, such as text,
images and product data
"ASP revenues are increasing at a blistering compound annual
growth rate that will propel them from $986million in 2000 to
almost $24billion in 2005" (IDC: 'Worldwide ASP Forecasts and
Analysis, 2001 - 2005')
We intend to pursue a growth strategy based on maintaining our
position as the market-leading innovator in our sectors by
providing differentiated technology solutions for our customers
and capitalizing on our extensive customer relationships.
In addition to benefiting from the expected growth in the
business areas we serve, we intend to pursue the following growth
strategy:
Acquire or invest in businesses, technologies, products or
services that are complementary to ICM's core business to
accelerate growth opportunities across a wide range of markets.
A combination of consolidation and vertical integration within a
fragmented market will leverage our offering to an expanding
customer base. Strategic acquisition targets will promote access
to high profile clients, in new markets increasing the aggressive
pace of consolidation.
Best of breed products and services. ICM intends to acquire
additional products and services that will provide customers with
an integrated value added single source package.
Integration of new technologies through strategic partnerships
and acquisition rather than internal development reduces internal
costs and time to market for new products and services.
Increase market awareness of ICM's products and services
demonstrating how our capabilities and performance continually
exceeds customer expectations.
Focus on technological and business process innovation for
continual market advantage.
The European print market has been valued at $90.9 billion and is
growing at 4% a year (British Association of Printers and Copy
Centers 1999).
We manage the flow of product specific information and manage the
printed communicative links between clients and their customers.
We are increasingly becoming a strategic partner in 'mission
critical' operational functions of our clients' businesses. The
introduction of digital communication channels along side print
will increase our strategic positioning within our clients'
enterprise.
We buy and sell printed materials. Other than issues of
commercial quality, there is a market price for each item
produced and therefore printed material is often regarded as a
commodity. We have removed the commodity, price sensitive nature
of our offerings by combining traditional print management with
added value customer services.
Printed materials are a means of communication not an end in
themselves. As increasing methods of communication are introduced
into the market place, such as internet, interactive TV, PDA's
and XML the use of print will become one of many options. If
clients need to go to a different supplier to use each channel,
costs are increased while the impact of the intended message can
be diluted.
If one supplier can manage the production and delivery of
information across all channels, costs go down and impact goes
up.
We are not a software company or an on line service provider. We
are a facilities management company using latest technologies, as
they develop, to offer clients added value service making it as
difficult as possible for clients to look elsewhere. As we are
providing a complete solution, competitors with too narrow a
focus will find it increasingly difficult to compete.
The benefits to ICM clients of the integration of Print with
Digital Media are as follows:
A reduction in the cost of communications across multiple media
A single point of contact for the project management of printed
and on line publications promoting efficient communications and
transparent reporting responsibility
A single cross-enterprise team for all concept, design and layout
promotes a greater brand coherence and increased consistency of
finished products, across channels
The digital re-purposing of content allows for a single
repository of all digital content, securely accessed via standard
Internet browser, reducing administration costs and increasing
workflow productivity
Item 2. Description of Property
The Company's administrative offices are located at Chadwick
House, Birchwood Park, Warrington, Cheshire WA3 6AE, UK, and also
at Suite 1600 One Rockefeller Plaza, New York, NY 10020. 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 US administrative
needs. The United Kingdom office is approximately four thousand
square feet and is also utilized as design studio, technology
service centre and European head office.
Item 3. Legal Proceedings
There are no legal proceedings pending at this time.
Item 4. Submission of Matters to a Vote of Security Holders
On March 16, 2001, a special meeting of the shareholders of the
company was held where it was proposed that the company acquire
100% of the outstanding share capital of ICM Resource Limited. A
majority of the shareholders of the company voted in favor of the
acquisition.
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, 2001,
there were approximately 150 holders of record of the issued and
outstanding shares of Issuer's common stock. The Company,
obtained 150 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, however the company has applied to the NASD for
listing on the OTC Bulletin Board.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Over the last year we have brought together a strong management
team that, we believe, is capable of taking the Company forward
through further periods of sustained growth. This preparation is
reflected in the increase in general and administrative expenses.
We have placed significant resources in research and development
in this period to develop and support our positioning prior to
the implementation of our second generation services.
The last 12 months has been a period of growth in many areas of
the operating functions within the business. We believe the
increased levels of sales and gross profit are an accurate
representation of our increased market penetration and our
ability to communicate the value of our services. Our loss from
operations is primarily caused by the fact that the Company has
been developing its Digital Asset Management and Content
Management platforms. We believe that the benefits to the
profitability that these will bring, will become apparent during
the coming fiscal year.
The results of the operations discussed below reflect the
operations of ICM following the acquisition as discussed in Note
A to the financial statements. The 2000 period represents the
period from July 1, 1999 to April 30, 2000.
Sales
Net sales for 2001 was $6,899,001, an increase of $3,740,800 over
2000 accounting period which was from 1 July 1999 until April 30
2000 representing a growth in sales of 118%. We gained a large
number of new accounts and suffered the loss of only one major
account, Nightingales through price competition.
Gross Profit
Gross profit for 2001 was $866,505, an increase in gross margin
of $377,749 over 2000, representing a growth in gross margin of
77%. Gross margin as a percentage of sales was 12.6% which is a
reduction from the previous year (15.5%) of 2.9%.
There was a short term drop in margin as we gained a high level
of new business in 2001. Historically, new business generates a
lower gross margin in the short term. This margin should then
increases as the account relationship develops and our new
services are introduced to the client.
We believe the introduction of our second generation services
will enable us to win new business and increase the entry level
margin of new accounts. Furthermore we believe we will be able to
increase gross margins above historical levels for retained
clients.
General and Administrative Expenses
During 2001 we incurred $3,000,597 in general and administrative
expenses, as compared to $1,340,887 in 2000. This represented
43.5% of sales revenues in 2001, an increase of 1.1% over 2000
which was 42.5%. This increase is primarily due to the company
preparing itself for the introduction of its second generation of
services.
As part of our growth strategy, in September 2000 we relocated to
new premises incurring one off costs in infrastructure, fixtures
and fittings, network, IT, servers etc.
Included in general and administrative expenses were selling
expenses. During 2001 we incurred $154,600 in advertising,
promotion and marketing program expenses as compared to $32,538
in 2000. This represents 2.2% of sales revenues for 2001 compared
to 1% of sales revenues for 2000, an increase of 1.2%.
In 2001 non-directors salaries were 12.7% of sales revenues as
compared to 5.0% in 2000. This was a reflection of the extensive
recruitment of suitably experienced managerial resources we
require to progress our growth strategy over the coming 24
months.
Research and Development
Our research expenses, which are included in general and
administrative, were significantly higher in 2001. The total cost
for research to date is $435,000. This research has allowed us to
select and define systems that will place us at the forefront of
integrated print services within Europe. Our research has enabled
us to develop relationships with technology partners who are
providing us with our portfolio of branded second generation
services. Through the implementation of our second generation
services we hope to maintain and increase our position within the
market.
Net Loss
Our net loss for 2001 was ($2,285,094), or ($0.15) per share
basic and diluted, compared with ($906,778) or ($0.06) per basic
and diluted share in 2000.
Liquidity and Capital Resources
To date, we have incurred significant and increasing net losses.
We anticipate that we may continue to incur significant operating
losses for some time in the event that our current business plan
does not meet expectations. We have also incurred increasing
research and development costs. The increase in research and
development costs is a result of our increasing research
activities in line with the development of our products.
We have an accumulated deficit of $3,191,872 at April 30, 2001,
and negative working capital of $2,727,713 at April 30, 2001.
These matters, among others, raise substantial doubt about our
ability to remain a going concern for a reasonable period of time
if planned sales from second generation services do not occur.
The financial statements do not include any adjustments relating
to the recoverability or classification of assets or the amounts
and classification of liabilities that might result from the
outcome of this uncertainty. Our existence is dependent on our
ability to obtain additional financing sufficient to allow us to
meet our obligations as they become due and to achieve profitable
operations.
During the year the Company undertook a number of initiatives to
improve short term cash flows. This included:
* renegotiation of the payment terms on approximately $1.45m of
accounts payable. As a result, one supplier (owed approximately
$300,000) has agreed to let the Company defer the payment, whilst
another is charging interest at 6% on the amount overdue rather
than insisting on repayment of the capital. A third supplier has
written off approximately $200,000 and has agreed to extend the
credit terms for a further converted $350,000 whilst charging
interest at 9%.
* conversion of an element of the parent company loan to
preference shares
* factoring of debts
* waiving of profit-related bonus
We plan to meet our working capital needs in the coming fiscal
year through organic growth of sales, and through the
implementation of second generation services developed this year
to the existing client base. There can be no assurance as to
whether or when we will generate material revenues or achieve
profitable operations. Additionally we intend to raise the
necessary equity capital to finance our growth plan during the
coming year.
We have insufficient relevant operating history upon which an
evaluation of our performance and prospects can be made. We are
still subject to all of the business risks associated with a new
enterprise, including, but not limited to, risks of unforeseen
capital requirements, lack of fully-developed products, failure
of market acceptance, failure to establish business
relationships, reliance on outside contractors for the
manufacture and distribution, and competitive disadvantages
against larger and more established companies. The likelihood of
our success must be considered in light of the development cycles
of new products and technologies and the competitive environment
in which we operate.
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
Our limited operating history, including our losses, primarily
reflect the operations of its early stage.
Before our operating plan can be effected, we will require
additional financing. Furthermore, in the event our plans change
or our assumptions change or prove to be inaccurate, we could be
required to seek additional financing sooner than currently
anticipated. Any additional financing may not, however, be
available to us when needed on commercially reasonable terms, or
at all. If this were to occur, our business and operations would
be materially and adversely affected.
Based on our operating plan, we are seeking arrangements for
long-term funding through additional capital raising activities.
The Company is actively reviewing various avenues to raise
finance and we are currently visiting with and meeting a number
of potential investors.
Recent Accounting Pronouncements
On June 29, 2001, the Financial Accounting Standards Board (FASB)
approved for issuance Statement of Financial Accounting Standards
(SFAS) 141, Business Combinations, and SFAS 142, Goodwill and
Intangible Assets. Major provisions of these Statements are as
follows: all business combinations initiated after June 30, 2001
must use the purchase method of accounting; the pooling of
interest method of accounting is prohibited except for
transactions initiated before July 1, 2001; intangible assets
acquired in a business combination must be recorded separately
from goodwill if they arise from contractual or other legal
rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually
or as part of a related contract, asset or liability; goodwill
and intangible assets with indefinite lives are not amortized but
are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all
acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective
January 1, 2002, goodwill will no longer be subject to
amortization.
As permitted, the Company plans to adopt SFAS 142 during the
first quarter ending July 31, 2001. Upon adoption, the Company
will no longer amortize goodwill, thereby eliminating annual
goodwill amortization of approximately $1,809 based on
anticipated amortization for the year ending April 30, 2002.
Development of the Business
Up until March 16 2001 the Company was a development stage
company and its principal business purpose was to locate and
consummate a merger or acquisition with a private entity engaged
in the CD Rom software industry.
On March 16 2001 the company entered into an agreement to acquire
100% of the issued and outstanding stock of ICM Resource Limited.
ICM Resource Limited is a print facilities management company.
Our clients outsource the whole of their print buying function of
their operation to us. We take on the role of principal in the
purchase of printed material and then "sell" these items to
clients. Clients no longer have to manage a direct relationship
with a multitude of suppliers such as printers, designers,
reprographic houses, paper merchants etc.
We operate in an extremely fragmented industry and are pursuing
an aggressive growth and acquisition strategy to provide a
bridged solution for traditional print and digital media content
delivery. This consists of strategic acquisition and integration
into our business model. We intend to acquire or invest in
businesses, technologies, products or services that are
complementary to our business.
ICM Resource Limited have spent the last two years developing an
integrated print and digital content management solution. The
development of this solution has involved expenses in the
following areas:
* set up of the internal infrastructure and systems
* upgrading of internal hardware systems to facilitate the
solution
* relocation to provide space for personnel and systems
* recruitment of development staff
* market research and analysis
* development of our unique software solution
* licence agreements with third party software developers
ICM Resource Ltd will capitalise on its unique solution with a
focused sales strategy without the need for further expense on
capital equipment or development. The plan to roll up a highly
fragmented industry and integrate our solution into new
acquisitions and their client base will greatly enhance the
offering and increase gross margins.
ICM Resource Ltd goal is to take a traditional manufacturing
industry and redefine it in today's digital age, bringing it into
line with customers expectations.
We will increase our offerings to clients by further developing
the system, which integrates printed media and digital formats.
This will allow us to service clients total needs while achieving
significant margin increase and client lock in.
To take the traditional print management proposition and with the
use of Content and Digital Asset Management Technology,
centralize and manage the delivery of all of our clients
communications, through printed and digital media. The provision
of existing services gives us the opportunity to build
relationships based upon customer service and trust with an
offering clients can understand and evaluate. This relationship
is expanded to include services that offers a return at
dramatically increased margins and increases clients' dependency
upon us as a service provider. It is the integration of print
media with digital formats that is driving the strategy. A strong
ethos of continual innovation provides opportunities to expand
added value services promoting a position of competitive
advantage.
We are offering a solution that addresses clients current and
future needs without extensive investment in technology and
personnel by our clients. Ultimately we will be responsible for
the capture, storage and distribution of client's digital media
and brand assets.
The market for printed materials is changing. We have an
opportunity to take advantage of these changes and do not have
the pressure of financing expensive capital equipment thereby, we
believe, reacting to changes in market dynamics earlier and
quicker than our competition.
We continue to carry out extensive research in overseas markets,
in particular the USA, to ensure our business model is aligned
well with that of clients and the management team are aware of
innovations available, ahead of European competitors. With
enhanced market recognition of the value of our business through
a proposed public listing, we expect to be better positioned to
pursue strategic acquisitions to grow our business.
Products and Revenue Streams
Our revenues to date have been derived from the development and
marketing of innovative facilities management services, initially
based upon established corporate print communications management.
Revenues will continue to be generated from the provision of
printed materials for the next 36 months. However as digital
marketing channels gain increasing acceptance we believe our
integrated approach to print and digital media will increase our
market share.
Portfolio of Services
* Print Management Services
Repro Graphics
Paper Purchase
Print Placing and Management
Quality Control
Mailing
Fulfilment
* The Management of Integrated Creative Services
Complete Design Offering for Print and Digital Media
* Web Management Services
Site Management
Electronic Catalogue and Content Management
Site Analysis and Profiling
* Second Generation Services
Tracker
On-line job status reporting system
Procurement
On line re-ordering system for low end printed materials
such as business cards, stationery and brochures that need
minimal amendments prior to re-print
Content Management Services
The management, control and delivery of brand and product
related assets into working documents such as catalogues,
brochures, point of sale material, internet pages and other
digital communication channels
Digital Asset Management
The enterprise level management control and distribution of
brand and product related images, text, logo's, video and sound
files
Active Archives
Data is made available to clients (or their suppliers) from
extensive on line or near to line archives that can be made ready
for print, writing onto portable storage, such as compact disc,
or made available "on-line" to download through standard internet
browsers.
Management Service Provision (MSP) & Application Service
Provision (ASP)
Western Europe represents an emerging opportunity for ASP and
MSP. ASP revenues will soar from $93million in 2000 to more than
$5.7billion in 2005, representing a 128% compound average growth
rate. 'It's generally accepted that software as a service concept
will become the accepted delivery' (IDC: ' Worldwide ASP Forecast
and Analysis, 2001-2005')
The delivery of our second-generation services via an MSP/ASP
model offers cost savings for clients who understand the
principles of outsourcing and aim to reduce internal costs,
increase operating margins and re-focus on core shareholder
values.
Customer Profiles
We will maintain our offering compatible to our existing client
profile, but will supplement this with clients that have a
requirement for a "full-service" proposition and not simply the
stereotypical "design, print and repro management". We are
already successfully targeting organizations that use printed
catalogues, direct mail or brochures to communicate with their
customers. For our second generation of services - the Content
and Digital Asset Management Services - our customer profile
diversifies into two main types:
Type A - Medium and large sized companies that use essentially
printed materials as their method of communication with their
customers, such as a holiday and travel company. This type of
customer is looking to improve the effectiveness of their
communications to their markets, at the same time as reducing
their costs. New technology being applied to the process of
producing printed materials, together with our expertise and
experience are the elements of "added value" we bring to this
type of client, which aims to ensure the client's objectives of
improved effectiveness as well as cost efficiency are achieved.
Type B - Multi-national corporations that need to manage not only
their brand assets across a global market place, but also the
integrated delivery of content across multiple marketing
channels, from traditionally mailed printed communications to
point-of-sale promotions and from broadcast media communications
to the internet. Maintaining consistent brand coherence on a
global scale, when utilizing such a multitude of marketing
communications channels, will be the main element of valuable
service that we can offer this type of client.
Media Integration
Print/Web Affinity
Many of our clients experience a direct relationship with the end
user of their products and print is still their most direct means
of communicating with customers.
We believe there is a growing trend for the mail order buyer to
use a printed catalogue to decide on what to buy, and then to use
the Internet site to action the purchase. Print is physically
easier to read than computer based web pages and the consumer is
gaining in confidence in the security of internet purchases.
We believe that buyers who use catalogues to assess the value of
goods are increasingly inclined to access the internet sites of
the catalogue provider. The environment they discover will
dictate how they react. They will need to feel immediately
comfortable, recognizing the organization of the layout and
understanding the format as a continuation of the printed
material they are used to seeing.
We believe that the best company for managing the internet
environment is the same company that is currently managing the
production and delivery of the printed material.
"The stronger the affinity between an offering made in print and
that of the same offering through an internet e-commerce site
dramatically increases the likelihood of interest being converted
to a purchase." (British Telecom 2000)
Activity Tracking
The ability to analyze the response to a printed catalogue is
limited to what has sold. The ability to analyze the response to
a catalogue that resides on the Internet is far more extensive.
Activity of a prospective customer through an Internet site can
be tracked down to the most popular pages, products and routes
through the site. It is possible to assess what has been viewed
by the visitor, but not purchased.
Site activity generates data about individual's interests and
abilities. The Customer Relationship Management system (CRM)
responds with the targeting of specific individuals with specific
products based on activity history and customer profile. An
Internet presence is the most cost effective medium for an
organization or national mail order or publishing venture to
enter into a global market. The activity of visitors to the site
gives a realistic indication of interest in other geographical
markets prior to further investment.
The benefit to our clients of integration of Print with Digital
Media is:
* A reduction in the cost of communications across multiple
media.
* Increased consistency of finished product, both printed and
Internet resident, creating higher communicative value of the
clients offering.
* A single point of contact for the project management of printed
and on line publications promoting efficient communications and
transparent reporting responsibility.
* A single cross-enterprise team for all concept, design and
layout promotes a greater brand coherence across channels.
* With activity tracking, content becomes increasingly relevant
to the reader, continually improving the focus to customer
interest of future publications.
* The digital re-purposing of content allows for a single
repository of all digital content, securely accessed via standard
Internet browser, reducing administration costs and increasing
workflow productivity.
ICM Services
We currently provide Print Management Services, as described
below, to an existing customer base of companies who use
catalogues, direct mail and brochures as a means of communicating
to their customers. Services are priced on a job by job basis,
with continual price comparison to competitors.
We have an enviable reputation for quality and service but
margins are restricted as print is regarded as a commodity.
We believe that the demand for the integration of the delivery of
printed materials with innovative digital media is gaining pace
as customer acceptance of digital formats, such as the Internet,
increases. As a response to this our operating model has been
enhanced to include Content Management (Nucleus), Digital Asset
Management and Internet Management Services
Web Management Services
We have the technology, management resources and strategic
planning capabilities to create successful Internet channels to
support clients existing markets, while ensuring they have the
flexibility to take full advantage of future market dynamics. The
conversion of printed materials to digital formats enables
clients to communicate through innovative digital media as and
when their customers are ready, through Web, Interactive TV and
WAP.
We are introducing our existing clients to new services:
* Electronic Catalogue Publishing
* Cross Media Content Development and Management
* E-commerce platforms
* Internet Strategy Consulting and Management
Second Generation Services
1. Clients provide us with a brief, e.g. product catalogue for a
high street retailer two versions one for print and the other the
Internet.
2. Content is entered into a central framework in Nucleus using
predefined rules as agreed with the Client.
3. The delivery of printed materials and Internet resident
content is managed centrally.
4. The Customer Relationship Management system (CRM) records and
analyses the activity on client's websites. At this point we
makes recommendations to the client on amendments to the content
of the website and the next printed catalogue.
5. The Assets (graphics, text photos etc.) that are combined to
make up content are centrally stored, in the Digital Asset
Management System.
MIS (Management Information System) is the organization of the
business, providing controlled internal workflow of the
production process. Part of the MIS evaluates supplier
competencies and prices for each print job, giving the ability to
calculate costs in seconds, a major competitive advantage.
The links to our clients are strengthened by two added value
services:
Tracker - an on-line job status reporting system.
Procurement - an on-line re-ordering system for printed materials
such as business
cards, stationery and brochures that need minimal amendments
prior to re-print.
These automated services do not directly generate revenue, but
are intended to make it as easy as possible for clients to do
business with us, while reducing the time our production
personnel spend on non-core or low margin issues. The majority of
revenue is derived from the purchase and sale of printed
materials. The two automated added value services Tracker and
Procurement do not take the company "on-line". They add value to
our offering, increasing customer services and help differentiate
us from our competition.
Customer activity on web resident catalogues gives far more
information, directing the nature of future content of both
printed and web resident catalogues. Customer Relationship
Management Software (CRM) tracks activity on client's web sites.
The CRM module gives extensive information to us on the activity
on our client's websites. This information can be provided to our
clients; in the form of recommendations on the direction future
content should take in print or on the web. There is no direct
revenue model attached to the reporting of site activity,
although this could be reviewed. This service is part of the
competitive advantage.
Content Management System
Nucleus manages content (content is a combination of assets such
as text, photography and graphics) and the relationships that
exist between assets. In a catalogue products may be described by
means of a small amount of text, a photo, logo graphics and a
price. This is grouped together as content. The grouped content
(describing a product) may be placed on a page in several
locations such as a web page on an internet site, a printed
catalogue, an advert to be placed in trade press, several small
brochures, fliers etc.
Nucleus provides a central repository for the content. If the
photo needs to be updated, it is a lengthy and costly process to
update across all media individually. With the use of Nucleus,
the photo can be changed once. This automatically replaces all
the occasions that photo appears across all media.
With the use of Nucleus, the production time and cost of, layout
and design of new catalogues and brochures is reduced compared to
traditional production workflow. Content can then be pushed to
multiple channels for delivery to print, internet and all other
digital channels.
The approved work can be sent to a commercial printer in a
digital format ready for print and placed in Internet pages
simultaneously. We believe the ability to offer these services
will provide us with substantial competitive advantages over
separate print and web service providers.
Digital Asset Management
Digital Asset Management (DAM) takes the process a stage further.
Digital Asset Management is a highly sophisticated storage and
retrieval system for digital assets of any type (photos, text,
video, sound, graphics etc.).
As our customer base increases and the number of assets under our
management expands, DAM will be introduced to manage the storage
and delivery of our clients' assets. The use of DAM introduces a
further group of service capabilities.
Active Web Archiving - Data can be made available to clients (or
their suppliers) from extensive "on line" or "near to line"
archives that can be made ready for print, writing onto portable
storage, such as compact disc, or made available "on line" to
download through standard internet browsers enabling the
following ;
* A publisher of industry specific magazines can offer content
from a back catalogue of publications, at a higher level of
subscription charges, to readers of the magazines and track the
usage.
* A multi-national global corporation can make specific data
(logos, text, video, training manuals) available to employees
anywhere in the world. These items can be combined and delivered
in any format. Multi levels of security access can be introduced.
At this point, we would be managing the storage and delivery of
clients' valuable brand assets and the means of communication
across all media platforms within the clients' organization and
with clients' customers.
Technology
The technology being used and that is being developed for the ICM
Resource Ltd solution is based on an integrated view of the
entire print procurement and manufacturing process along with the
integration and aggregation of content.
At present the Content Management System is housed internally
with a view to be hosted externally within the next three months.
This system is being migrated from Mac Os to Sun Solaris using
SQL database, Apache web server and Adobe Abrobat. Customers can
use standard internet browsers to access the database along with
proprietary software that allows the integration of the Quark
Xpress page layout package upon completion of page layouts.Adobe
pdf files are generated for client approval and subsequent
printing. An XML file is also produced from this final
information, this is used to 'drive' a clients website.
Future development will see the availability of online print
procurement and tracking, along with an enterprise level Digital
Asset Management system. This is all based on the Sun Solaris
platform utilizing Oracle, Ariba and Enterprise Java Beans.
Both solutions will be offered using ASP and/or MSP as delivery
models.
Technical Overview
1. To allow growth and integration into future systems and future
business concept innovations, the base architecture is as 'open'
as possible.
2. To offer specific user interfaces for clients that
intelligently switches, based upon security and business rules,
using applications that lend themselves, at the very least to the
web, supported and eventually superseded by web specific
applications.
3. To provide middleware data integration that seamlessly moves
data objects from and within object based relational databases,
offering reusable digital assets on 24/7 servers that have
virtually zero downtime.
Alliance Partnerships
AO International
Founded in 1993, AO International became a supplier to the
publishing market in June 1996 following an agreement with Scitex
for the CataLogic client-server based publishing system and the
P.INK Press editorial and advertising system for newspapers and
magazine publishers. The company aim is to bring a fresh approach
to today's publishing market in Europe. Its principal areas of
operation revolve around newspaper and magazine publishing as
well as catalogue and advertising campaign management.
AO International is based in Brussels, Belgium and has a core
management team who all came from Scitex Europe. The alliance
between ourselves and AO International, providing our own brand
content management system (Nucleus) will allow us to centrally
manage clients Catalogues, Brochures, Point of Sale and other
advertising campaigns. This application of Nucleus is not
restricted to print based solutions but will allow websites to be
dynamically updated with the same information used to produce the
printed solution.
Initially AO International was seen to be a service provider, but
the ability for ourselves and AO International to work much
closer together has become more appealing. We will be offering
Nucleus as an ASP to our clients and within our MSP services.
This will give us inroads into new clients that would not be
available without Nucleus. AO International have a world class
enterprise level product and technical services team, but lack
the sales and marketing resources to communicate the value of
their offering. AO International have had limited success in
selling their systems as it is seen as a partial solution.
We have an exclusive agreement with AO International to re-brand
their solution and offer content management as an MSP/ASP
solution to the Global market place. The Nucleus Content
Management System can be sublicensed into any territory globally
or to any third party.
Liquidity and Capital Resources
Sales and Marketing
Our routes to success are:
* By remaining permanently ahead in the technology market, ICM
will consistently provide added value to our clients by
"de-commoditising" this commodity-based market.
* This will consequently reduce the ability of the competition to
compete directly, as well as leading clients to become
increasingly dependent upon ICM.
* Facilitate the establishment of mutually beneficial secure
contracts of between 2 and 5 years.
* Exploiting our access to new clients, exposed to our services
through acquisition, consolidation and vertical integration of a
fragmented market.
Structured Sales Planning
ICM are maximising opportunities within the existing client base
by ensuring that we sell all the available services, and not
simply one element. This will then ensure maximum revenue is
achieved from existing clients alongside targeting new clients or
launching new products.
ICM target new clients who have similar requirements to our
existing client base. We will then market our expertise and
experience to replicate our success with new customers. ICM is
successfully targeting organizations that use printed catalogues
or brochures to communicate with their customers. These companies
are generally owner-managed, and do not employ a print-buyer. ICM
will maintain its offering compatible to its existing client
profile, and will supplement this with blue-chip corporate
clients, that have a requirement for our "full-service"
proposition and not simply the stereotypical "design, print and
repro management".
From our experience and established success from working within
the print industry, we are also able to highlight those markets
that we know offer viable business opportunities, both in terms
of product fit and of prospective revenue. As clients become
increasingly dependent on ICM for the management of internal and
external communications, ICM will be able to work towards formal
"lock-in" with our clients, through the establishment of mutually
beneficial secure contracts of 2-5 years.
Sales
It is our opinion that we will be able to achieve sufficient
market share, brand recognition and revenues to fulfill the sales
budgets in our financial forecasts.
Sales Support
As reinforcement for all sales and marketing activities, we shall
be producing sales aids to support the sales function, including
Corporate Brochure, PowerPoint Presentation, CD-ROM and Spin
Cards, website and Screen-Savers.
Corporate Brochure - Produced as a door-opener to encourage a
positive response to follow-up sales calls and direct mail
campaigns in limited numbers for immediate follow-up.
PowerPoint Presentation - To be produced as a generic
presentation to reside on each employee's laptop, for the sales
team to use during an initial sales visit with a new client. This
will strengthen our brand identity, and will expand upon the
corporate message to provide information on the entire
proposition, by detailing the products and their potential
benefits to the client.
Screen Savers - To be designed as an expanding suite of
screen-savers that can easily be downloaded from our website.
CD-ROM and Spin cards - To be created as a tool to be left with a
client after an exploratory meeting. Its purpose will be to
expand upon those areas treated in the PowerPoint presentation,
in a format that will allow the client to look into the features
of each product and assess the benefits for them and their
organization. The ICM logo can be uploaded as an icon onto the
recipients desktop, for a direct link to our website.
Sales Database - A contact sales database is being used that has
proved an invaluable tool for the external sales team and the
internal sales support and marketing teams. Up-to-date contact
details, historical enquiries, quotes and jobs details, corporate
information and activities are all comprehensively recorded,
together with required activities with due-dates and alarms. We
envisage 'upgrading' this to a complete CRM system; Siebel
Mid-Market has been identified in this area.
Website - A corporate information portal, as an expansion to the
brochure and branded accordingly. Available services with
features and benefits will be detailed with a demo. Key personnel
will be listed, as well as historical and current PR-related
items. The site will be a gateway for customers to access our
internet services and will be fully interactive.
Supplementary Documentation - A product portfolio document will
be produced, with all products' features and benefits detailed as
individual documents that can be bound together as a customized
document. Customized quotations will be generated, to be issued
as a complete "presentation document", ensuring that the entire
proposition is clearly defined.
Direct Mail - Direct mail campaigns will be implemented to
develop our database of prospects and improve our understanding
of their needs.
Public Relations
The PR function will be focused on driving corporate brand
awareness within the various industry sectors:
* To support acquisitions and shareholder values
* Target markets for client acquisition and retention
* City/financial markets
For corporate positioning, we will be investigating opportunities
to raise awareness of our proposition as "the Integrated
Communications Management Specialists"
These will include :
* Industry media
* Conference/Speaking opportunities
* University and Industry Award Schemes
Educational Seminars Running educational events targeted at
senior decision-makers from a combination of established and
prospective clients to ensure that we attract a mix of existing
clients, prospective clients. We expect to present to an audience
of approximately 20, invited specifically by ourselves to attend
a session of "How To Benefit From Integrated Communications
Management.
Marketing
It is our intention:
* To build on existing brand recognition
* To efficiently communicate our deep understanding of the market
and how our new products and services can aid our customers to
cut costs, save time and increase productivity.
* To formulate, implement and control detailed marketing
campaigns to ensure delivery of high value returns against
targeted expectations.
Manufacturing
We have continually sourced "preferred" suppliers from industry
knowledge and on site accreditation visits undertaken by our
Quality Assurance Team.
We work with suppliers who have proven track record in the market
place with specific products or facilities. Successful suppliers
have demonstrated a corporate culture of providing excellence to
their customers. Successful partnership with our suppliers has
enabled us to provide a seamless product type and market sector
supply chain.
Included in the preferred suppliers list are the leading European
printers and medium sized companies all of whom provide an
outstanding service. Geographic considerations, together with
manufacturing excellence, have played a part in supplier
accreditation. We are independent and therefore production
resources are virtually unrestricted.
Our relationship with suppliers has removed unnecessary costs
from our suppliers price by compiling an internal pricing matrix,
based on the suppliers price for specific work. This matrix is
updated on a regular basis depending on prevailing market
conditions and supplier's capacity.
By removing these costs from the supply chain we have a platform
to obtain discounts on a volume or retrospect basis and gain
further margin and additional competitive advantage. Each
supplier is provided with a Suppliers Manual that dictates the
level of service required as well as a user guide to the
procedures and systems operated to assure excellence.
To ensure compliance to the requirements for quality control,
procedures have to be followed and we receive evidence that these
have been complied with. Additionally the Quality Assurance team
visits the manufacturing site to oversee the process on any large
production run.
We continually monitor quality control procedures with the
ongoing supplier evidence and site visits, refining the "ICM
Quality Standard" our tool for continued excellence.
Research and Development
The use of technology within the printing sector has moved at a
rapid pace within the last 3 years, with wide adoption of new and
leading technologies. This has allowed in some cases companies
which where previously separate from their clients world to
become integrated in to clients processes and information flow
that streams from clients.
Continual research is required to cover infrastructure,
technology and business processes allowing us to move ahead and
maintain competitive advantage within these areas.
The ability to constantly monitor job status, order product and
get quick on-line quotes has become, and will in the future, play
a larger part within the field of print and especially in print
management. The manipulation, control and re-use of digital
information, or digital assets is becoming of greater importance
to all companies. There is a constant need to verify that assets
are displayed correctly, accurately and within the correct media.
Having had clients request advice within these fields and
recognizing the potential growth area within the market, we
started to discuss what our system should be capable of
achieving. Some of these criteria included: the ability to
procure print on line, re-order print, check product status,
integration of campaigns across all media types (both present and
future), multi-platform access to assets, controlled access to
assets, ease of use and the ability to manipulate assets 'on the
fly'. These criteria represent only a proportion of the total
requirements and desires that our clients and we identified.
It was concluded, as various systems where investigated and
benchmarked against each other, no one system would allow us the
necessary flexibility or supply a total solution. So a 'best of
breed' integrated model was devised where print management,
e-procurement, job/status tracking would be one 'module'; with
the ability to control content of print, websites and other
digital media another. In devising this strategy it was noticed
that a potentially large number of assets would be necessary
meaning that an additional Digital asset management system would
be required; this would then give us a rounded and balanced
offering for our clients.
A short list of companies within there relevant fields
(Management Information Systems, Digital Content Management,
Digital Asset Management) was drawn up and each investigated. It
was decided that to make this as comprehensive as possible
companies in both the US and Europe needed to be considered. Once
final candidates where identified, further detailed conversations
took place with the management of these companies to ascertain
their willingness and ability to partner and provide all
necessary future assistance.
The total cost for this research to date is $435,000.
This research has allowed us to select and define systems that
will place us at the front of integrated communications systems
within Europe. The development of enhancements and new modules
being written in partnership with these companies means we hope
to maintain/increase our position within the market.
But the need to maintain technological advantage over our
competitors and not lose market position due to developments in
technology means that we intend to spend up to 20% of funds
raised in continued development.
Print Industry Overview
The European print market is estimated to have a value of GBP62.7
billion and growing. The UK market is estimated by BAPC to be
growing at 8.5% over the next 4 years to a value of GBP14.45
billion. ICM are initially aiming for a one per cent share of the
UK market, which would generate revenue of GBP140 million. The
integration of print with innovative media is a driving strategy.
The offering is relevant to every major company in Europe, from
retail to travel, from FMCG (Fast Moving Consumer Goods) through
to financial services.
Market Demand and Risks that can effect demand
Smaller companies who are looking for rapid expansion
increasingly outsource non-central functions as a necessity for
rapid growth. Larger companies are now taking on these values.
For companies who come under pressure of constricting markets and
reduced margins, the outsourcing of non-core values becomes
increasingly relevant. Our sales forecasts represent such a small
% of the available market that the assessment of demand, and the
risks likely to change that demand are on a global scale. It is
deemed inconceivable in our opinion, for the international
business community to no longer communicate with their customers
by means of print.
Item 7. Financial StatementsFinancial Statements
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
London Software Industries Inc
We have audited the accompanying consolidated balance sheets of
London Software Industries Inc as of April 30, 2000 and April 30,
2001 and the related consolidated statements of operations,
stockholders' deficit and cash flows for the period from July 1,
1999 (date of incorporation) to April 30, 2001. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards 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, evidence 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 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 consolidated
financial position of London Software Industries Inc as of April
30, 2000 and April 30, 2001, and the consolidated results of
their operations and their cash flows for the period from July 1,
1999 (date of incorporation) to April 30, 2000 and the year ended
April 30, 2001 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in
the financial statements, the Company incurred a net loss of
$2,285,094 during the year ended April 30, 2001 and, as of that
date, the Company's current liabilities exceeded its current
assets by $2,727,713. These factors, among others, as discussed
in Note D to the financial statements, raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described
in Note D. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
GRANT THORNTON
Manchester, England
August 17, 2001
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING APRIL 30, 2001 AND APRIL 30, 2000
For the Year For the Year
Ended Ended
April 30, 2001 April 30, 2000
------------------------------
ASSETS
Current Assets
Accounts receivable, net of allowance
for doubtful account of $33,900
and $9,575 $882,360 $ 715,107
Inventories 40,215 65,011
Prepaid expenses and other assets 65,420 69,418
--------- ---------
Total Current Assets $987,995 $ 849,536
Property and equipment - net 190,531 147,727
Other Assets 1,789 13,692
--------- ---------
Total Assets $1,180,315 $1,010,955
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Bank overdraft $ 60,798 $ 99,950
Loan notes payable to banks - 5,158
Accounts payable 2,398,282 747,788
Due to Parent Company 496,971 370,337
Accrued liabilities and customer
deposits 759,657 551,213
Current maturities of obligations
under capital leases - 118,020
---------- ----------
3,715,708 1,892,466
Other Liabilities
Long term debt 32,350 -
STOCKHOLDERS' DEFICIT
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 15,000,000
and 1,000 Shares 15,000 1,565
Additional Paid in Capital 484,067 -
Accumulated deficit (3,191,872) (906,778)
Accumulated other comprehensive
income 125,062 23,702
---------- ----------
Total Stockholders' Deficit (2,567,743) (881,511)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $1,180,315 $1,010,955
The accompanying accounting policies and notes are an integral
part of these financial statements.
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED APRIL 30, 1999 AND APRIL 30, 2000
AND FROM DECEMBER 31, 1996 (INCEPTION) TO APRIL 30, 2000
For the Year
From
Ended
Inception to
April 30, 2001 April
30, 2000
--------------
- --------------
Net Sales $6,899,001
$3,158,201
Cost of goods sold (6,032,496)
(2,669,445)
-----------
- -----------
Gross profit 866,505
488,756
General and administrative expenses (3,000,597)
(1,340,887)
-----------
- -----------
Loss from operations (2,134,092)
(852,131)
Interest expense (151,002)
(54,647)
-----------
- -----------
NET LOSS $(2,285,094) $(
906,778)
===========
===========
Net loss attributable to common shares $(2,285,094) $(
906,778)
===========
===========
Net loss per common share
Basic and diluted $ (0.15) $
(0.06)
===========
===========
Weighted average common shares
outstanding 15,000,000
15,000,000
===========
===========
The accompanying accounting policies and notes are an integral
part of these financial statements.
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
For the Year From
Ended
Inception to
April 30, 2001 April
30, 2000
--------------
- --------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(2,285,094) $
(906,778)
Foreign currency translation adjustment 25,067
22,307
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
Depreciation and amortization 100,330
55,326
(Gain)/loss on sale of property and
Equipment (16,893)
8,109
Changes in:
Receivables (239,306)
(715,107)
Inventories 19,229
(65,011)
Prepaid expenses and other 8,868
(69,418)
Accounts payable 2,075,230
747,788
Accrued liabilities and customer
deposits 681,597
734,146
------------
- -------------
Net cash provided by/(used in)
operating activities 369,028
(188,638)
Cash flows from investing activities:
Bank overdraft (39,152)
99,950
Net repayments/borrowings of loan (4,716)
5,158
Payments on obligations under
capital leases (107,914)
(41,950)
Net (repayments)/receipts on factored
receivables (98,317)
187,404
------------
- -------------
Net cash (used in)/provided by
financing activities (250,099)
250,562
------------
- -------------
NET INCREASE IN CASH 8,559
0
EFFECT OF EXCHANGE RATE CHANGES ON CASH (8,559)
Cash, beginning of period 0
0
Cash, end of period $ 0 $
0
============
=============
Supplemental cash flow information:
Cash paid for interest $149,301 $
53,219
============
=============
Non-cash information:
Conversion of debt into common stock $387,667 $
-
Equipment acquired through capital leases -
159,970
The accompanying accounting policies and notes are an integral
part of these financial statements.
LONDON SOFTWARE INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO APRIL 30, 2000
Total
COMMON STOCK ISSUED Additional Accumulated
Shareholders'
SHARES PAR VALUE Paid in Cap Deficit
Equity
- ----------------------------------------------------------------
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)
</table>
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
London Software Industries Inc. ("the Company") conducts its
operations through its wholly owned subsidiary , ICM Resource
Limited ("ICM"), located in the United Kingdom. ICM is a
facilities management company which provides a print management
solution to companies who wish to outsource the procurement and
management or their print and print related items.
1. Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, ICM.
On March 16, 2001, the Company, a non-operating company with
1,500,000 common shares outstanding, acquired 100% of the
outstanding common stock of ICM, a company incorporated under the
laws of the United Kingdom ("the Acquisition"). The Acquisition
resulted in the owners and management of ICM having effective
operating control of the combined entity.
Under accounting principles generally accepted in the United
States of America, the Acquisition is considered to be a capital
transaction in substance, rather than a business combination.
That is, the Acquisition is equivalent to the issuance of stock
by ICM for the net monetary assets of the Company and is
accounted for as a change in capital structure. Accordingly, the
accounting for the Acquisition is identical to that resulting
from a reverse acquisition, except that no goodwill is recorded.
Under reverse takeover accounting, the post reverse-acquisition
comparative historical financial statements of the "legal
acquirer" the Company, are those of the "legal acquiree" ICM
(i.e. the accounting acquirer).
Accordingly, the consolidated financial statements of the Company
for the year ended April 30, 2001, and for the period from July
1, 1999 (date of incorporation) to April 30, 2000, are the
historical financial statements of ICM for the same periods
adjusted for the following transaction contained in the Share
Exchange Agreement executed at consummation of the Acquisition.
The basic structure and terms of the Acquisition, together with
the applicable effects were that the Company acquired all of the
outstanding shares of common stock of ICM in exchange for
13,500,000 shares of newly issued common stock of the Company.
The common stock in addition to the existing Company shares
outstanding, collectively resulted in the recapitalization of the
Company. Earnings per share (EPS) calculations include the
Company's change in capital structure for all periods presented.
2. Revenue Recognition
The Company recognizes income when products are shipped.
3. Inventories
Inventories consist primarily of raw materials,
work-in-process, and finished goods and are carried at the lower
of cost (first-in, first-out method) or market value.
4. Property and Equipment
Property and equipment are stated at cost and depreciated
using straight-line and accelerated methods over the assets'
estimated useful lives. Costs of maintenance and repairs are
charged to expense as incurred; significant renewals and
betterments are capitalized. Estimated useful lives are as
follows:
Office furniture and equipment 3 - 10 years
Vehicle 3 - 4 years
5. Income Taxes
The Company accounts for income taxes using an asset and
liability approach for financial accounting and reporting
purposes. Deferred income tax assets and liabilities are
determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws.
6. Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management of the Company to make estimates and
assumptions affecting the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, as well as revenues and
expenses during the reporting period. The amounts estimated
could differ from actual results. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern (Note D).
7. Net Loss Per Common Share
Net loss per common share, basic and dilutive, has been
computed using weighted average common shares outstanding. The
company has no potential dilutive securities.
8. Recent Accounting Pronouncements
On June 29, 2001, the Financial Accounting Standards Board (FASB)
approved for issuance Statement of Financial Accounting Standards
(SFAS) 141, Business Combinations, and SFAS 142, Goodwill and
Intangible Assets. Major provisions of these Statements are as
follows: all business combinations initiated after June 30, 2001
must use the purchase method of accounting; the pooling of
interest method of accounting is prohibited except for
transactions initiated before July 1, 2001; intangible assets
acquired in a business combination must recorded separately from
goodwill if they arise from contractual or other legal rights or
are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually
or as part of a related contract, asset or liability; goodwill
and intangible assets with indefinite lives are not amortized but
are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all
acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective
January 1, 2002, goodwill will no longer be subject to
amortization.
As permitted, the Company plans to adopt SFAS 142 during the
first quarter ending July 31, 2001. Upon adoption, the Company
will no longer amortize goodwill, thereby eliminating annual
goodwill amortization of approximately $1,809 based on
anticipated amortization for the year ending April 30, 2002.
NOTE B - INVENTORIES
Inventories consist of the following at April 30:
2001 2000
Raw materials $ 28,602 $ -
Work in progress 11,613 65,011
------------ -----------
$ 40,215 $ 65,011
============ ===========
NOTE C - PLANT AND EQUIPMENT
Plant and equipment consist of the following at April 30:
2001 2000
Office furniture and equipment $ 248,726 $ 47,833
Vehicles - 121,890
------------ -----------
248,726 169,723
Less accumulated depreciation
and amortization (58,195) (21,996)
------------ -----------
$ 190,531 $ 147,727
NOTE D - BASIS OF PRESENTATION AND REALIZATION OF ASSETS
The financial statements have been prepared on a basis that
contemplates ICM's continuation as a going concern and the
realization of our assets and liquidation of our liabilities in
the ordinary course of business. We have an accumulated deficit
of $3,191,872 at April 30, 2001, and negative working capital of
$2,727,713 at April 30, 2001. These matters, among others, raise
substantial doubt about our ability to remain a going concern for
a reasonable period of time. The financial statements do not
include any adjustments relating to the recoverability or
classification of assets or the amounts and classification of
liabilities that might result from the outcome of this
uncertainty. ICM's continued existence is dependent on its
ability to obtain additional financing sufficient to allow it to
meet its obligations as they become due and to achieve profitable
operations.
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
ICM's limited operating history, including its losses, primarily
reflect the operations of its early stage.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan. Should the
Company's business plan not work then it is not anticipated that
the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
During the year, the Company undertook a number of initiatives to
improve short term cashflows, including renegotiating payment
terms with a number of key suppliers, converting an element of
the parent company loan to preference shares and factoring some
of the accounts receivables.
Based on our operating plan, we are seeking arrangements for
long-term funding through additional capital raising activities.
The Company is actively reviewing various avenues to raise
finance and we are currently visiting with and meeting a number
of potential investors.
NOTE E - LOAN PAYABLE
The retiring president of the Company is a 10% shareholder
in Tech Capital Group ("Tech"). During 2001, Tech loaned $32,350
to the Company, and has made available a further $32,650 if
requested by the Company. The loan is not due before April 30,
2002.
NOTE F - AMOUNTS DUE TO PARENT COMPANY
As at April 30, 2001 the company owed $496,971 to Ci4Net.com
Limited, the ultimate parent company. This loan is repayable on
demand.
NOTE G - PROVISION FOR INCOME TAXES
Due to the continuing losses, the company does not have any
taxable income and accordingly no tax expense has been recorded.
2001 2000
Current tax expense $ 0 $ 0
Deferred tax assets (liabilities)
Tax loss carryforward 426,253 $ 177,661
Other 0 0
------------ ------------
426,253 177,661
Less valuation allowance (426,253) (177,661)
------------ ------------
Net Deferred tax asset $ 0 $ 0
============ ============
The Company has available for carryforward approximately
$1,420,000 of income tax losses. A valuation allowance is
required for those deferred tax assets that are not likely to be
realized. Realization is dependent upon future earnings during
the period that temporary differences and carryforwards are
expected to be available. Because of the uncertain nature of
their ultimate utilization, a full valuation allowance is
recorded against these deferred tax assets.
NOTE G - COMMITMENT
The Company rents office space under operating leases that expire
through 2010. Rent expense under these leases was $107,000 in
2001.
Future minimum lease payments on the leases are as follows
(thousands):
Year ending April 30,
2002 94,477
2003 81,356
2004 81,356
2005 81,356
2006 81,356
Thereafter 267,796
2007
Total $ 687,697
NOTE H - FACTORING OF DEBTS
The company has entered into an agreement to sell, on an on-going
basis, certain receivables subject to the terms of the agreement.
As the credit risk of these receivables remain with the company,
this arrangement is accounted for as a loan securitized. The
company is permitted to receive advances of up to 60% of the
receivables sold to the lender. At April 30, 2001, $73,038 had
been borrowed from the lender which is included in current
liabilities
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There have been no disagreements with accountants on accounting
and financial disclosure matters.
On August 10, 2001, Graf Repetti & Co LLP and the Company agreed
to the resignation of Graff Repetti & Co LLP as independent
public accountants of Registrant.
The reports of Graf Repetti & Co LLP on the financial statements
of the Company for the past year contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
audit scope or accounting principles.
The Registrant's Board of Directors participated in and approved
the decision to change independent accountants.
In connection with its audits for the most recent period and
through August 10, 2001, there were no disagreements with Graf
Repetti & Co LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure,, which disagreements if not resolved to the
satisfaction of Graf Repetti & Co LLP would have caused them to
make reference thereto in their report on the financial
statements for such years.
During the two most recent fiscal years and through August 10,
2001, there were n o reportable events (as defined in Regulation
S-B Item 304(a)(1)(vi)).
The Company engaged Grant Thornton as its new independent
accountants as of August 17, 2001. During the most recent period
and through August 10, 2001, the Company had not consulted with
Grant Thornton on items which (1) were or should have been
subject to SAS 50 or (2) concerned the subject matter of a
disagreement or reportable event with the former auditor (as
described in Regulation S-B Item 403(a)(2)).
PART III
Item 9. Directors and Executive Officers
On the 15th August 2001, Barbara Platts officially tendered her
resignation as President and Director and was replaced by Ian
Warwick as the Company's new President.
Name Age Positions
Ian Warwick 41 President and Director
Alan G R Bowen 54 Secretary and Director
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:
Ian Warwick has been President and Chief Executive Officer since
August 15th 2001. Mr Warwick has been President and CEO of ICM
Resource Limited since 1995 when he founded the company. From
1994 to 1995, Mr. Warwick was UK Sales Manager at British
Printing Company Ltd, Europes largest printing company. From
1992 To 1994, Mr. Warwick was Sales Manager at Graphoprint, a
printing company. From 1987 to 1991 Mr Warwick worked in the
advertising and Marketing Industry for various companies in the
Southern USA, Mr. Warwick's role included the control and
management of corporate sponsorship contracts linked to specific
events. From 1982 to 1986 Mr. Warwick worked as a consultant in
the Oil Business both in the North Sea and Texas with specific
responsibilities for exploration oil wells involving toxic gases.
From 1976 to 1982 Mr Warwick was a communications specialist in
Her Majesty's Royal Navy, serving in both the Falklands and
Middle East. Mr Warwick received qualifications in Communications
and Oil Field Engineering from Leith Nautical College and
Business Management Studies from Newcastle College.
Alan G.R. Bowen, the Company's Secretary and director , 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
business Mayfair Cards, a greetings card company. He retired from
Mayfair Greetings Cards in 1999 and joined London Software
Industries Inc.
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 offences);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing,
or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 10. Executive Compensation
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.
Summary Compensation Table
The following table sets forth information for each of the fiscal
years ended April 30, 2001 and 2000 concerning the compensation
paid and awarded to all individuals serving as our executive
officers or key employees whose total annual salary and bonus
exceeded $100,000 for these periods:
(a) (b) (c) (d) (e) (f) (g)
(h)
Name and Sec. All Principal Annual
Stock
Position Year Salary Bonus Compen. Award Options
Options
Ian Warwick 2001 $200,263 -
President 2000 $120,905 -
and CEO
Gary Hegenbottom(1)
2001 $149,304 -
2000 $120,905 -
(1) Mr. Hegenbottom is no longer with the company.
CASH COMPENSATION
Compensation of $182,284 was paid to Ian Warwick during the
fiscal year ended April 30, 2001. Cash compensation of $131,577
was paid to Gary Hegenbottom during fiscal year ended April 30,
2001.
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
managements
The following table sets forth the information, to the best
knowledge of the Company as of May 31, 2001, 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
- ---------------- -------------------- --------
DBP Holdings Ltd. 9,450,000 63%
The Old Chapel
Sacre Couer, Rouge Bouillon
St Helier, Jersey, C.I.
Picturesque Limited 4,050,000 27%
2B International House
Bell Lane
Gibraltar
(Ian Warwick)
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 15,000,000 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, 2001, 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, 2001, 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, 2001 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. Exhibits and reports on Form 8-K
(C) REPORTS ON FORM 8-K
The Form 8-K filed by the company on April 26, 2001, disclosing
the transaction between the company and ICM Resource Limited, is
incorporated by reference herein.
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 London Software Industries 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: September 11, 2001
By: /s/ Ian Warwick
----------------------
President