UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
- -----------------------------------------------------------------
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended May 31, 2001
- -----------------------------------------------------------------
ANYTHING2SHIP, INC.
(Formerly MCC CATERING INC.)
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-3642435
-------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 108th Avenue - Suite 730
City Center, Bellevue, WA 98004
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (425) 990-6407
--------------
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days.
Yes __X____ No_______
As of May 31, 2001, the following shares of the
Registrant's common stock were issued and outstanding:
12,500,000 shares of voting common stock
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .8
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. EARNINGS PER SHARE . . . . . . . . . . . . .8
Note 4. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 5. CONTRIBUTED SERVICES . . . . . . . . . . . .9
Note 6. SUBSEQUENT EVENTS . . . . . . . . . . . . . 9
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 15
Item 5. Other information. . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PART I - FINANCIAL INFORMATION
To the Board of Directors of Anything2Ship, Inc.
We have reviewed the accompanying balance sheet of Anything2Ship,
Inc.,(a development stage company) as of May 31, 2001 and the
related statements of operations and accumulated deficit, and
cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Anything2Ship Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Graf Repetti & Co., LLP
Dated: New York, New York
November 9, 2001
MCC CATERING INC. INC.
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
May 31, 2001 Feb. 28, 2001
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Cash $0 $0
---------- ----------
TOTAL ASSETS $0 $0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $ 0
Accrued Expenses 34,763 33,850
Other Liabilities
Loan Payable -
Glen Investments Ltd. (Note 6) 32,450 28,950
---------- ----------
Total Liabilities 67,213 $62,800
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
12,500,000 Shares 12,500
Issued and Outstanding 6,000,000
shares as of Feb. 28, 2001 6,000
Additional Paid in Capital 153,253 144,050
Deficit Accumulated During the
Development Stage (232,963) (212,850)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $3 $0
========== ==========
The accompanying notes and accountant's report are an integral
part of these financial statements.
MCC CATERING INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the 3 Mos Ended For the 3 Mos Ended
May 31 November 30
2001 2000 2000 1999
--------------------------------------------
TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting 3,000 1,750 1,750 1,500
Legal 4,000 2,500 2,500 2,500
Rent Expense (Note 2) 600 600 600 600
Filing Fee 13 13 13 13
Contributed Svcs
(Note 5) 15,000 15,000 15,000 15,000
-------- --------- -------- --------
NET LOSS (22,613) (19,863) (19,863) (19,613)
NET LOSS PER SHARE (.01) (.00) (.00) (.00)
Weighted Average
Number of Shares
Outstanding 2,619,555 6,000,000 6,000,000 6,000,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
MCC CATERING INC.
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
May 31, 2001 May 31, 2000
------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(22,613) $(19,863)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Rent 600 600
Contributed Services 15,000 15,000
Payment of accounts payable 100
Changes in Assets and Liabilities
Increase/(Decrease) in Accrued
Expenses 3,413 (3,237)
------------------------------------
Total Adjustments 19,113 12,363
Net Cash Used in
Operating Activities (3,500) (7,500)
------------------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in loan payable -
Glen Investments Ltd. 3,500 7,500
Proceeds from issuance of
common stock 3 0
------------------------------------
Net Cash Provided
by Financing Activities 3,503 7,500
Net Change in Cash 3 0
Cash at Beginning of Period 0 0
------------------------------------
Cash at End of Period $ 3 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0
Corporate Taxes $ 0 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
MCC CATERING INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 2001
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
Anything2Ship Inc.,("the Company") is a for-profit corporation,
incorporated under the laws of the State of Delaware on December
31, 1996 under the name MCC Catering Inc. The Company is aa
developmental stage company. The Company's principal objective
was to develop a chain of "fast food" restaurants in the United
Kingdom. In connection wit the business combination described in
Note 1(f), the Company changed its objective to focus on the
development of a digital technology platform to service the
shipping industry. On May 31, 2001, the Company changed its anme
to Anything2Ship, Inc.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Note 4.
D. Cash and Cash Equivalents
for purposes of the statement of cash flows, the Company
considers all short-term investments with maturity of three
months or less to be cash equivalents.
E. Consolidation Policy
The accompanying consolidated financial statements include the
accounts of the Company and all of its wholly owned and majority
owned subsidiaries. There were no inter-company transaction to
eliminate in consolidation.
F. Purchase Agreement
On May 29, 2001, the Company entered into an agreement whereby it
agreed to be purchased by AutoFirst Limited, a company
incorporated under the laws of the United Kingdom. AutoFirst
Limited is a development stage company with $3 of assets and no
liabilities as of May 29, 2001. The agreement called for a one-
for 2.5 reverse split of Anything2Ship Inc.'s currently
outstanding shares resulting in 2,400,000 outstanding. The
financial statements as presented reflected the stock split.
Anything2Ship Inc., then issued 12,500,00 post-reverse split
shares with a par value of $12,500 to the shareholders of
AutoFirst Limited and others in exchange for 100% of the issued
and outstanding stock of AutoFirst Limited.
Anything2ship accounted for the purchase agreement transaction as
a capital transaction rather than a business combination.
Additional paid in capital was reduced for the $12,500 par value
of the stock. Anything2Ship issued in exchange for the
outstanding stock of AutoFirst. Anything2Ship recorded
AutoFirst's cash of $3 as its own assets. No goodwill or other
intangible asset was recorded. Upon consummation of the
transaction, the prior historic financial statements of the new
entity reflected AutoFirst's historic financial statements. The
Company is known as Anything2Ship, Inc.
Although Anything2Ship is the legal acquirer of AutoFirst,
AutoFirst is the acquirer for accounting purposes because the
former shareholders of AutoFirst hold 81% of the total shares of
Anything2Ship, and the former shareholders of Anything2Ship hold
19% of the total shares immediately after the acquisition. Thus,
the former shareholders of AutoFirst have control of the merged
entity.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 250 square feet of space for its executive
offices at City Tower, 40 Basinghall Street, London, UK which it
receives from one of its shareholders at no cost. The fair
market value of this office is $200 per month, which is reflected
as an expense with a corresponding credit to additional paid-in
capital.
NOTE 3 - EARNINGS PER SHARE
Net Loss Per Share $ (0.09)
NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to May 31,
2001 no revenue and a net loss from operations of $(232,963).
As of May 31, 2001, the Company had a net capital deficiency
of $(67,210).
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up of its fast food restaurants. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future.
Anything2Ship Inc., does not have a working capital line of
credit with any financial institution. Therefore, future sources
of liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. See Note 6.
NOTE 5 - CONTRIBUTED SERVICES
On March 1, 1999 two of the Company's officers began rendering
services on behalf of the company at no cost. The fair market
value is $2,500 per officer per month. Each amount is reflected
as an expense with a corresponding credit to additional paid in
capital.
NOTE 6 - RELATED PARTY TRANSACTION
Glen Investments Ltd. is a shareholder of Astrid Property
Holdings Ltd., which is a shareholder of Anything2Ship, Inc.
Glen Investments has agreed to supply funds up to $75,000 to
Anything2Ship to cover Anything2Ship's financial obligations.
Subsequent to that, there is no guarantee or assurance that Glen
Investments will advance Anything2Ship any further funds or that
Anything2Ship will be able to raise any additional funds to meet
its financial obligations.
Anything2Ship anticipates that its capital resources, as provided
through its management with Glen Investments, will permit the
company to maintain its current implemented operations for at
least twelve (12) months.
As of May 31, 2001, $32,450 was outstanding on this loan.
The loan is not evidenced by a note. The informal agreement
calls for no payment of interest. Anything2Ship intends to repay
the loan out of any fundraising that it may carry out or when the
company achieves sustainable revenue.
NOTE 7 - NON-CASH FINANCIAL TRANSACTION
Non-cash financing transactions consisting of the cost of
contributed services, legal services, rent and the related
additional paid in capital contributed by shareholders have been
included in expenses and additional paid in capital,
respectively, in the accompanying financial statements at a value
of $15,600.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Anything2Ship Inc., ("A2S"), a development stage company, was
organized in January 1997 as MCC Catering Inc., 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. A2S has
limited operating history upon which investors can rely upon in
evaluating the company.
A2S was originally formed to provide "fast food" outlets
throughout cities in the United Kingdom. After unsuccessful
attempts to raise capital to develop the company's business plan
management decided that the company's business plan was not
feasible and as such looked for an acquisition or merger
candidate that could develop a viable business and provide value
for shareholders.
On May 29, 2001, the Company acquired Autofirst Limited, a UK
corporation with the stated aim of developing and acquiring
technology to develop a digital platform to match shippers with
hauliers. As part of the transaction the company effectuated a
2.5 to one reverse split of the company's outstanding shares of
common stock and issued 10,100,000 shares of common stock to the
shareholders of Autofirst Limited. This resulted with the
company having outstanding 12,500,000 shares of issued and
outstanding common stock as at 31st May 2001. On May 31, 2001 the
company changed its name to Anything2Ship Inc. The shareholders
of Autofirst Limited assumed control of the Company as at 29th
May 2001.
Anything2ship Inc., (hereinafter "A2S") is a web enabled freight
management service primarily focused on the spot freight
marketplace. Its business is initially being launched in the UK,
and is expected to subsequently expanding throughout the European
Union countries. In the vent such an expansion is successful,
the company will attempt to continue with an expansion to the
United States. There is no guarantee that A2S' plans shall be
successful or that it shall become profitable. Investors are
alerted that there exist significant risks associated with
investment in A2S.
A2S has created a new market dynamic that virtually eliminates
the significant inefficiency in the buying and selling of freight
services between spot buyers and shippers (Small to Medium
Enterprises-"SME's") of freight over 150 lbs and Carriers seeking
to fill empty space backhauls. By utilizing the Internet, A2S
has codified in time and place terms a random marketplace by
matching in real-time the supply and demand needs of an extensive
spot shipper market. Plagued by underutilized trucking capacity,
carriers are currently running 36% empty in the UK and higher in
Europe.
The logistics market in the UK is over $150 billion, but with the
planned expansion into Europe the total market exceeds $ 1.5
trillion, which is fragmented into thousands of companies. The
top 15 UK Carriers account for less than 6% of the market; A2S's
target market is 2.7 million of the 3.7 million UK SME's
(Details: Appendix 1). To achieve its Year 3 goal, A2S needs to
capture 1% of this SME target market, or 27,000 shippers. The
growth in the road haulage market will be characterized by wider
international coverage, an increasing reliance on Information
Technology (IT), and growth in rationalization as larger
companies target acquisitions in order to increase their
geographic and product coverage. In addition, the industry will
remain burdened by overcapacity that will further intensify
competition and create demand for greater efficiency, capacity
management, and cost control.
A2S will seek to provide a unique freight management service that
satisfies the unmet needs of buyers and sellers of spot freight.
It will seek to accommodate the small to medium size businesses
(SME's) who are plagued by the frustration of getting competitive
quotes, prompt service and efficient accounting reconciliation.
Conversely, A2S will seek to help carriers optimize capacity by
reaching SME's that have been inherently too expensive and
inefficient to prospect.
A2S seeks to provide the SME buyer of spot freight with real-time
quotes from Carriers with underutilized capacity by their
postcode preferences, thus giving shippers a new level of
competitive pricing, service, and efficiency within the entire
transaction process. A2S also seeks to provide Carriers with new
revenue sources from an untapped market, thereby increasing load
optimization and margins, while reducing costs and credit risk.
A2S shall focus on the 150lbs/68 kilos plus spot freight
marketplace, which is approximately 5 times the value of the
FedEx/UPS market in the US. This market is highly fragmented and
therefore poorly served. A2S will seek to initially serve the UK
SME market by creating efficient, automated, cost effective
service in place of a manually intensive, time consuming and
fragmented process. No recognized brand currently serves this
market. A2S consolidates the SME marketplace by creating
"critical mass" for the Seller (Carrier) looking to optimize
capacity and reduce the average 36% running empty capacity. The
A2S system perfects a disorganized supply and demand marketplace.
A2S utilizes the existing physical infrastructure of the
marketplace by using digital technology to match buyers and
sellers. Thus A2S will seek to derive revenues from buyer and
seller by taking a commission when a transaction is completed,
this creates dependency driven by time and cost savings.
Additionally, A2S expects to have low fixed costs, all of the
above are core factors that also exist in the eBay model.
A2S intends to charge a minimum of 2% from the Carrier and marks
up the Carrier Quote by 15% to the shipper. As A2S fills excess
capacity, which is otherwise unused, it will create lower and
more competitive pricing for A2S customers.
The product is an efficient and cost effective electronic system
that allows shippers to get competitive real-time quotes matched
to carriers under utilized capacity by zip code preferences. A2S
electronically arranges all documents, payments, bills of lading,
tracking and delivery notices. This approach retains and
maintains existing purchasing behavior but eliminates phone and
fax practice. This is achieved in part through the support of
Oracle 11i Financials, which provide a powerful web hub of
accounting, customer service, and reporting tools. This is in
conjunction with the Oracle Database which is the industry
standard database platform. In addition, the Company is
integrating a number of existing applications and platforms used
by the Airline Industry, IRS and the US Postal service.
Reliability, scalability and the elimination of reliance on
proprietary protocols and standards will be insured.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
On May 29, 2001, the Company acquired Autofirst Limited, a UK
corporation with the stated aim of developing and acquiring
technology to develop a digital platform to match shippers with
hauliers. As part of the transaction the company effectuated a
2.5 to one reverse split of the company's outstanding shares of
common stock and issued 10,100,000 shares of common stock to the
shareholders of Autofirst Limited. This resulted with the
company having outstanding 12,500,000 shares of issued and
outstanding common stock as at 31st May 2001.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
On May 29, 2001, the Company entered into an Acquisition
Agreement with Autofirst Limited, ("Autofirst"), a company
incorporated under the laws of the United Kingdom. Under the
terms of the Agreement, the Company will undertake a 2.5 for 1
reverse split of its common stock. In consideration of the
acquisition of all of the outstanding shares of common stock in
Autofirst, the Company shall issue 10,100,000 shares of common
stock to the shareholders of Autofirst in proportion to their
percentage shareholding in Autofirst. The transaction and
closing was approved by a majority of the shareholders of
both companies. Subsequent to the closing of the transaction,
control of the company shall pass to the shareholders of
Autofirst.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
The company on May 29, 2001 filed a report on Form 8-K which 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.
ANYTHING2SHIP INC.
- -----------------------------------
(Registrant)
Date: November 21, 2001
By: /s/ PETER BARNES
----------------
President