UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended May 31, 2002
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ANYTHING2SHIP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3642435
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
46 Post Road East - Suite 5
Westport, Connecticut 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number 203.341.0172
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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 _____ No_______
As of May 31, 2002, 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
August 13, 2002
To the Board of Directors
Anything2Ship, Inc.
I have reviewed the accompanying balance sheet of Anything2Ship,
Inc. as of May 31, 2002 related Income Statement and the
statement of Cash flows for the period then ended. These
Financial Statements are the responsibility of the Corporation's
Management.
I conducted my review in accordance with generally accepted
review standards. Those standards require that I perform the
review to obtain reasonable assurance about whether the Financial
Statements are free of material misstatement. A review includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the Financial Statements. A review also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
Financial Statement presentation.
Very truly yours,
/s/ Frank E. Hanson
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Frank E. Hanson CPA
ANYTHING2SHIP, INC.
(A Developmental Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
May 31, 2002 Feb. 28, 2002
(Unaudited) (Audited)
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ASSETS
Current Assets
Cash $1,183 $1,060
Fixed Assets - Note 6 105,675 127,604
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TOTAL ASSETS $106,858 $128,664
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $11,057 $ 6,963
Accrued Expenses $15,004 10,017
Loan Payable & Lease payable 200,688 203,827
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Total Current Liabilities $226,749 $220,807
LONG TERM LIABILITIES
Lease payable 4,060 5034
Loan Payable -
Astride Property Holdings Ltd 80,514 80,514
RLI Capital Limited 222,335 185,051
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Total Liabilities $533,658 $491,406
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
12,500,000 Shares 12,500 12,500
Issued and Outstanding 6,000,000
shares as of Feb. 28, 2002
Additional Paid in Capital 203,178 187,583
Deficit Accumulated During the
Development Stage (642,478) (562,825)
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Total Shareholders' Deficit (426,800) (362,742)
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $106,858 $128,664
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The accompanying notes and accountant's report are an integral
part of these financial statements.
ANYTHING2SHIP, INC.
(A Developmental Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the 3 Mos Ended For the 3 Mos Ended
May 31, 2002 May 31, 2001
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TOTAL REVENUES: $ 0 $ 0
OPERATING EXPENSES:
Accounting 2,500 3,000
Legal 2,500 4,000
Rent Expense 1,600 600
Filing Fee 13 13
Contributed Services 15,000 15,000
Telephone 2,277 -
Utilities 48 -
Travel 5,672 -
Consulting 21,000 -
Insurance 120 -
Office Expense 4,232 -
Depreciation 21,929 -
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Total Operating Expense (75,891) (22,613)
Operating Loss (75,891) (22,613)
Interest Expense 3,791 -
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Loss before income taxes (79,652) (22,613)
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Net Loss (79,652) (22,613)
Basic and diluted
Net Loss per Share $(0.0637) $(0.04)
Shares used in computing
basic and diluted net loss
per share 12,500,000 6,000,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
ANYTHING2SHIP, INC.
(A Developmental Stage Company)
STATEMENTS OF CASH FLOWS
For the 3 mos For the 3 mos
Ended Ended
to to
May 31, 2002 May 31, 2001
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(79,652) $(22,613)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Depreciation 37,529 -
Changes in Assets and Liabilities
Increase in Accrued Expenses (13)
Accounts Payable 4,094 3,413
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Net Cash Used in
Operating Activities (38,042) (3,500)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net Cash Provided by
Financing Activities 38,165 3,503
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Net Increase(decrease)in cash
Or cash equivalents 123 -
Cash - Beginning 1,060 -
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Cash - Ending $ 1,183 $ 3
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The accompanying notes and accountant's report are an integral
part of these financial statements.
ANYTHINGS2SHIP INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 2002
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 a
developmental stage company. The Company's principal objective is
the development of a digital technology platform to service the
shipping industry.
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 3.
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.
G) Furniture, fixtures, equipment and automobile are recorded at
cost. Fixed assets are depreciated on a straight line or
accelerated method at rates dependent on the type of asset.
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. See Note 13.
NOTE 3 - 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,
2002 no revenue and a net loss from operations of $(642,478). As
of May 31, 2002, the Company had a net capital deficiency of
$(426,800).
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 operations.
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.
NOTE 4 - 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 5 - FIXED ASSETS
Fixed Assets consist of the following:
Accumulated
Cost Depreciation Net
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Computer hardware, software
and office Equipment $193,390 $87,715 $105,675
NOTE 6 - NOTE PAYABLE - CRITERION MANAGEMENT SERVICES LIMITED
On June 17, 2001, the Company entered into an agreement to
purchase computer hardware and software. The agreement calls for
4 payments of $50,000, including principal and interest. The
agreement is evidenced by a note.
$50,000 was due on December 17, 2001 and three instalments of
$50,000 each are due 90, 180 and 270 days after the first
instalment however Criterion has agreed to postpone first
payment until September 2002 or until financing is in place which
ever occurs first.
NOTE 7. RELATED PARTY TRANSACTION AND LOAN PAYABLE - ASTRIDE
PROPERTY HOLDINGS LTD.
Astride Property Holdings Ltd. is a shareholder of Anything2Ship,
Inc. Astride Property Holdings Ltd. 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
Astride Property Holdings Ltd. 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 arrangement with Astride Property Holdings Ltd., will
permit the company to maintain its current implemented operations
for at least twelve (12) months.
As of May 31, 2002, $80,514 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 8 - LOAN PAYABLE - RLI CAPITAL
RLI Capital Limited has agreed to supply funds to Anything2Ship
to cover Anything2Ship's financial obligations.
Subsequent to that, there is no guarantee or assurance that RLI
Capital Limited 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 arrangement with RLI Capital Limited, will permit the
company to maintain its current implemented operations for at
least twelve (12) months.
As of May 31, 2002, $172,949 was outstanding on this loan.
The loan is not evidenced by a note which calls for interest of
6% per year to be added to the principal balance monthly.
Anything2Ship intends to repay the loan out of any fundraising
that it may carry out or when the Company achieves sustainable
revenue.
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 instalment.
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 has not filed Form 8-Kin this period ending May 31,
2002.
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.
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(Registrant)
Date: August 14, 2002
By: /s/ LINDEN BOYNE
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Director