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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANYTHING2SHIP INC
(Exact name of registrant as specified in its charter)
Delaware 4210 22-3642435
(State or Other (Primary Standard) (I.R.S. Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Code Number) Number)
Organization)
46 Post Road East -Suite 5
Westport, Connecticut 06880
(203) 341 0172
(Address and telephone number of principal executive offices
and principal place of business)
Shane Henty Sutton, P.C.
One Rockefeller Plaza - Suite 1600
New York, New York 10020
(212) 265 4600
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to
public: As soon as practicable after the effective date of this
registration statement.
If any of the securities being registered on this Form are
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act, check the following box: |x|
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering: |_|
_________________
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering:
|_| _________________
If this Form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering:
|_| _________________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box: |_|
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum Amount
Title of Each Class of to be Maximum Aggregate of
Securities To Be Registered Offering Price Offering Price Registration
Registered Per Security (1) (1) Fee
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Common Stock,
$.001 par value 11,495,400 $0.20 $2,299,080 $549
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TOTAL 11,495,400 $0.20 $2,299,080 $549
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(1) Estimated solely for purposes of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.
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CROSS REFERENCE SHEET
Cross Reference Sheet Showing Location in Prospectus of
Information Required by Items of the Form Pursuant to Rule 404(a)
Form SB-2 Item No. and Heading Prospectus Caption
------------------------------ ------------------
1. Front of Registration Statement and Outside
Front Cover of Prospectus ......................... Facing Page of Registration
Statement; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus ........................................ Inside Front Cover Page of
Prospectus; Outside Back
Cover Pages of Prospectus
3. Summary Information and Risk Factors .......... Prospectus Summary; Risk
Factors
4. Use of Proceeds ............................... Use of Proceeds
5. Determination of Offering Price ............... Outside Front Cover Page of
Prospectus; Risk Factors
6. Dilution ...................................... Not Applicable
7. Selling Security Holders ...................... Prospectus Summary; Plan of
Distribution; Selling
Stockholders
8. Plan of Distribution Outside Front Cover Page
of Prospectus; .................................... Prospectus Summary; Plan of
Distribution; Selling
Stockholders
9. Legal Proceedings ............................. Business
10. Directors, Executive Officers, Promoters
and Control Persons ......................... Management
11. Security Ownership of Certain Beneficial Owners
and Management .............................. Principal Stockholders
12. Description of Securities ..................... Description of Securities
13. Interest of Named Experts and Counsel ......... Experts; Legal Matters
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities ................................ Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities
15. Organization with Last Five Years ............. Business; Certain
Transactions
16. Description of Business ....................... Business; Risk Factors
17. Management's Discussion and Analysis or Plan
of Operation ................................ Plan of Operation
18. Description of Property ....................... Business
19. Certain Relationships and Related Transactions. Certain Transactions
20. Market for Common Equity and Related
Stockholder Matters ......................... Outside Front Cover Page of
Prospectus Summary; Risk
Factors; Market for Common
Equity and Related
Stockholder Matters;
Description of Securities;
Plan of Distribution
21. Executive Compensation ........................ Executive Compensation;
Certain Transactions
22. Financial Statements .......................... Financial Statements
23. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ...... Not Applicable
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
24. Indemnification of Directors and Officers...... Indemnification of Directors
And Officers
25. Other Expenses of Issuance and Distribution.... Other Expenses
26. Recent Sales of Unregistered Securities........ Recent Sales of Unregistered
Securities
27. Exhibits....................................... Exhibits
28. Undertakings................................... Undertakings
PROSPECTUS
SUBJECT TO COMPLETION DATED August 20, 2002
Anything2Ship, Inc.
11,495,400 Shares of Common Stock
This prospectus relates to the sale of up to 11,495,400
shares of our common stock by our shareholders who are
hereinafter referred to as "Selling Stockholders." These
shares will be offered for sale by the Selling Stockholders, from
time to time, at prevailing market prices or in negotiated
transactions. We will not receive any proceeds from any sales
made by the Selling Stockholders but will pay the expenses of
this offering which are estimated to be an aggregate of $25,029.
Offering expenses include, but are not limited to, filing fees,
printing expenses, legal and accounting fees and miscellaneous
expenses. We are a development stage company seeking to provide
an Internet enabled freight management service which will focus
on the spot-buy freight marketplace. Our business will initially
being launched in the United Kingdom and will subsequently expand
to Europe. This is the initial registration of any of our
shares.
No public market presently exists for our common stock. We
intend to seek a listing of our shares of common stock on the
OTC-Bulletin Board upon the effectiveness of this registration
statement.
Investing in our common stock involves risks. You should
carefully consider the matters described in "Risk Factors"
beginning on page 7.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offence.
The date of this Prospectus is September 25, 2002
The information in this prospectus is not complete and may
be changed. The Selling Stockholders may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or
sale is not permitted.
TABLE OF CONTENTS
PART I
Page
----
Prospectus Summary..........................................4
Selected Financial Information..............................6
Where You Can Get More Information..........................7
Forward Looking Statements..................................7
Risk Factors................................................8
Risks Related to Our Business..........................8
Risks Related to Our Financial Condition..............10
Risks Related to this Offering........................11
Use of Proceeds............................................14
Market for Our Common Stock and Related Stockholder
Matters...............................................14
Capitalization.............................................15
Dividend Policy............................................15
Plan of Operation..........................................15
Business ..................................................16
Management.................................................20
Executive Compensation.....................................21
Security Ownership of Certain Beneficial Owners and
Management............................................23
Selling Stockholders.......................................25
Description of Securities..................................29
Plan of Distribution.......................................32
Shares Eligible for Future Sale............................34
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................35
Legal Matters..............................................35
Experts ...................................................35
Costs of Registration .....................................36
Additional Information.....................................36
Index to Consolidated Financial Statements.................38
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors and Officers .................39
Other Expenses of Issuance and Distribution ...............39
Recent Sales of Unregistered Securities ...................40
Exhibits ..................................................40
Undertakings ..............................................40
Signatures ................................................42
PROSPECTUS SUMMARY
This summary highlights important information about our
business and about this offering. A summary does not contain all
the information you should consider before purchasing our common
stock. In this prospectus, unless the context requires otherwise,
"we" and "us" refers to Anything2Ship.
Our Business
ANYTHING2SHIP INC., (the "Company"), a development stage company,
was organized in January 1997 under the laws of the State of
Delaware, as MCC Catering, Inc. having the stated purpose of
engaging in any lawful actor activity for which corporations may
be organized under the General Corporation Law of Delaware and on
September 7, 2001 changed its name to Anything2Ship, Inc. to more
accurately reflect the nature of the business. The Company was
formed to provide an Internet enabled freight management service
(the "Product"), primarily focused on the spot-buy freight
marketplace. Our business will initially be launched in the
United Kingdom and will subsequently expand throughout Europe.
Our Product will reduce the significant inefficiency in the
buying and selling of freight services between spot-buyers,
Shippers of freight over 150 lbs, and Carriers seeking to fill
empty-space back hauls. In utilizing the Internet, we have
codified, in time and place terms, a disorganized marketplace by
matching, in real-time, the supply and demand needs of a
substantial spot Shipper market. Our Product will be an
efficient and cost effective electronic system, allowing Shippers
to obtain competitive, real-time quotes will be matched to
Carriers with under utilized capacity and simply arranged by Zip
code preferences. Our Product will electronically automate all
documents, payments, bills of lading, tracking and delivery
notes. Existing purchasing behavior is largely unaltered but
time spent on phone and fax is eliminated. Most of our
activities to date have been devoted to organizational
activities, raising capital, developing a marketing plan,
completing our software platform and developing relationships
with carriers and shippers in our market sector. We have not yet
commenced commercial operations, have had no operating revenues
and have financed all of our activities from sales of our common
stock to affiliated parties, private investors and loan funding.
To date the Company's operating system is completing development
with an Italian software company that has a track record of
designing Internet-based software for the Telecomms sector. More
detailed information in respect of these sources of funding can
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be found in the "Business" section of this prospectus.
Our executive offices are located at 46 Post Road East Suite 5
Westport CT 06880 See "Description of Business." The company
also maintains offices at City Tower - Level 4, 40 Basinghall
Street, London EC2V 5DE.
As of May 31, 2002, we have incurred losses since inception of
$642,478. These losses are expected to continue unless and until
we successfully commence commercial operations through the
establishment of our service. No assurance can be given that we
will successfully establish the service or, if established, that
we will effectively manage all aspects of our anticipated growth
and achieve profitability. More detailed information respecting
our proposed operations can be found in our "Plan of Operation."
Before and after this offering, a few number of shareholders will
own a majority of our outstanding shares. Consequently, these
shareholders will have the power to approve corporate
transactions and control the election of all of our directors and
other issues for which the approval of our Shareholders is
required. See "Risk Factors - Controlling Stockholders will
continue to control us after the public offering and their
interests may be different from and conflict with yours."
The Offering
Common Stock Offered By
The Selling
Stockholders ......... The Selling Stockholders are offering up
to 3,245,400 shares of our common stock.
The Selling Stockholders may offer their
shares directly to investors or, if a
public market develops for our common
stock, they may sell their shares
through brokers.
Proposed Symbol and
Trading Market ....... "ATWS" on the OTC Bulletin Board.
Risk Factors ........... The shares offered hereby involve a high
degree of risk. You should carefully
review the entire prospectus and
particularly, the section entitled "Risk
Factors" beginning on page 7.
Use of Proceeds ........ We will not receive any of the proceeds
from the sale of the Shares offered by
the Selling Stockholders.
5
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information
regarding the Company for the period from January 1997
(inception) through May 31, 2002. All of this information was
derived from our audited financial statements appearing elsewhere
in this prospectus. In the opinion of management, the financial
information for the period ended May 31, 2002 contains all
adjustments, consisting only of normal recurring accruals
necessary for the fair presentation of the results of operations
and financial position for such period. You should read this
selected financial information in conjunction with our plan of
operation, financial statements and related notes to the
financial statements, each appearing elsewhere in this
prospectus. See "Pro Forma Financial Information". Investors
should not assume that the results below are indicative of
any future results of the Company.
Income Statement Data: Cumulative
Period From
January 1997
(Inception) to
May 31, 2002
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Revenues $ 0
Net Income (Loss) (642,478)
Net Earnings (Loss) Per Share (0.05)
Number of Shares 12,500,000
Outstanding
Balance Sheet Data: May 31, 2002
-----------------
Current Assets $ 1,183
Total Assets 106,858
Current Liabilities 226,749
Total Liabilities 533,658
Stockholders' Equity 106,858
6
WHERE YOU CAN GET MORE INFORMATION
We file our results quarterly with the SEC and information can be
obtained from their web site or at your request, we will provide
you, without charge, with a copy of any information
incorporated by reference in this prospectus. If you would like
more information, write or call us at:
ANYTHING2SHIP Inc
46 Post Road East - Suite 5
Westport, Connecticut 06880
(203) 341 0172
Our fiscal year ends on February 28. We intend to furnish our
shareholders annual reports containing audited financial
statements and other appropriate reports. In addition, we are a
reporting company and file annual, quarterly, and current
reports, or other information with the SEC as required by the
Securities Exchange Act of 1934. You may read and copy any
reports, statements or other information we file at the SEC's
public reference room in Washington D.C. You can request copies
of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Our
SEC filings are also available to the public through the SEC
Internet site at http\\www.sec.gov.
FORWARD LOOKING STATEMENTS
This prospectus contains statements which represent our
expectations or beliefs for the future. Forward looking
statements include statements about the future of the shipping
industry, statements about our future business plans and
strategies, and most other statements that are not historical in
nature. In this prospectus forward looking statements are
generally identified by the words "believe", "expect",
"anticipate", "estimate", "project", "intend", and similar
expressions. These statements by their nature involve
substantial risks and uncertainties, some of which cannot be
predicted or quantified. Future events and actual results could
differ materially from those expressed in, contemplated by or
underlying any forward-looking statements. Statements in this
prospectus, including without limitation those contained in the
sections entitled "Risk Factors", "Plan of Operation",
"Business", and in the Notes to our Financial Statements,
describe factors, among others, that could contribute to or cause
such differences.
7
RISK FACTORS
The securities offered by this prospectus are speculative
and involve a high degree of risk. Accordingly, you should
carefully consider the following factors before making a decision
to invest.
Risks Related To Our Business
- -----------------------------
Our Operating History For You To Use To Evaluate Our Business.
We have no recent operating history upon which a comparison or
conclusion can be made for the evaluation of the future operation
of our business. We have recently obtained loan funding to enter
the shipping and haulage market specifically the sector
delivering 150lbs and above and providing a web enabled freight
management service primarily focused on the spot freight
marketplace. We are currently completing our software platform
and have not yet entered into any agreements with carriers or
shippers. No assurance can be given that we will establish our
proposed digital platform. We expect to commence commercial
operations, during 2002, although no assurance can be given that
this will occur. Accordingly, we have no operating history on
which you can evaluate our future performance. We are at an
early stage of development and it is possible that we may not
achieve the revenues that we anticipate. If that occurs, we will
receive less than our projected income from our operations and
our ability to operate on a profitable basis will suffer. Before
investing, you should carefully evaluate the risks,
uncertainties, expenses and difficulties frequently encountered
by early stage companies.
We Need To Initiate Our Marketing And Sales Operations. These
Activities Will Strain Our Limited Resources, and Failure to
Effectively Manage The Implementation and Growth of Our Business
Could Disrupt Our Operations And Prevent Us From Generating The
Revenues We Expect.
We will have to commence our marketing and sales operations in
order to successfully implement our business strategy. This will
involve the recruitment of management and staff, the
establishment of sales and marketing infrastructures and the
development of efficient delivery systems. If we are successful
in commencing commercial operations, we may then experience rapid
8
growth, requiring us to manage multiple relationships with
shippers and carriers using our service. The implementation of
operations and the subsequent expansion of such operations which
may follow can be expected to strain our management, operational,
financial, and technological resources. If we fail to manage our
growth in a manner that minimizes these strains on our resources
it could disrupt our operations and ultimately prevent us from
generating the revenues we expect. The implementation and growth
of our business will also depend on our ability to attract and
retain qualified employees and consultants, particularly
marketing and sales personnel. If we fail to manage our growth
successfully, our business will suffer.
Our Digital Technology Platform To Match Shippers With Haulers Is
Our Only Current Product. Our Anticipated Future Revenue Growth
And Profitability Will Suffer If It Does Not Achieve Broad Market
Acceptance.
We have yet to generate any use of our product. We have no
potential sources of revenues from anything other than through
use of our digital platform. We have not conducted any formal
market studies regarding the probable market acceptance of our
product and we therefore have no basis for predicting potential
demand. Accordingly, we cannot give any assurance that
sufficient market penetration can be achieved so that we can
operate profitably. If we are unable to sell our product or if
acceptance develops more slowly than expected, our business will
be materially and adversely affected. See "Business-Sales and
Marketing."
We Will Not Be Able To Generate Revenues Or Profits If We Are
Unable To Compete Effectively With Haulers and Consolidators.
Our ability to generate revenues and operate profitably will be
directly related to our ability to compete effectively existing
systems used by operators in the haulage market. Although we
believe that we can effectively compete on the basis of price and
quality of service, we will face competition from haulers and
consolidators virtually all of whom are larger than we are, and
have substantially more assets and resources than we have. Our
future success will depend, to a significant extent, on a number
of factors, including acceptance of our product and our ability
to successfully develop and exploit such acceptance. We can give
no assurance that we will be able to overcome the competitive
disadvantages we face as a small company with limited capital and
without a history of successfully developing and marketing a
digital platform product. See "Business - Competition."
9
Our Future Success Is Dependent On The Performance And Continued
Service Of Our Executive Officers And Key Employees, And Our
Ability To Attract And Retain Skilled Personnel.
Our performance and future operating results are substantially
dependent on the continued service and performance of our
president, treasurer and chief executive and other management. To
the extent that the services of such persons become unavailable,
our business or prospects may be adversely affected. Should we be
required to do so, we do not know whether we would be able to
employ equally qualified persons to replace any of these persons.
We do not currently maintain "key man" insurance for any of our
executive officers or other key employees and do not intend to
obtain this type of insurance following the completion of this
offering. If we are successful in implementing and developing our
business, we will require additional managerial, administrative
and support personnel. Competition for highly qualified personnel
is intense, and we cannot assure that we can retain our key
employees or that we will be able to attract or retain qualified
personnel in the future. The loss of the services of any of our
management or other key employees and our inability to attract
and retain other necessary personnel could have a material
adverse effect on our financial condition, operating results, and
cash flows. See "Management".
Risks Related To Our Financial Condition
- ----------------------------------------
We May Need Financing Which May Not Be Available And, If
Available, Might Only Be Available On Unfavorable Terms
While we believe we have sufficient capital for the next twelve
months, presently unanticipated occurrences and expenses may make
it necessary for us to raise funds through equity or debt
financings until such time, if ever, as we are able to operate
profitably. In the event that we do require such outside funding,
there is no assurance that we will be able to obtain it on terms
beneficial to us, if at all. Should that occur, we might be
prevented from commencing commercial operations or, if we have
begun commercial operations, we might have to curtail or cease
them. See "Plan of Operation."
We Have Incurred Losses From Inception And Expect To Continue To
Incur Losses Unless And Until We Successfully Commence Commercial
Operations.
10
As of May 31, 2002, we had incurred losses since our inception of
$642,478. We have had no operating revenues and have not yet
commenced commercial operations. Although we expect to commence
commercial operations during 2002, no assurance can be give that
will do so or if commenced that we will achieve profitability.
Our failure to commence commercial operations and achieve
profitability would have a material adverse effect on our
business.
Risks Related To This Offering
- ------------------------------
We May Not Qualify For NASD Over-The-Counter Electronic Bulletin
Board Inclusion; Any Market For The Shares That Does Develop May
Become Illiquid.
Upon effectiveness of this registration statement, we will seek
to have our common stock eligible for quotation on the NASD
Over-the-Counter Electronic Bulletin Board ("OTCBB" or "Bulletin
Board"). OTCBB eligible securities includes securities not listed
on NASDAQ or a registered national securities exchange in the
U.S. We intend to engage a broker-dealer to file a Form 211 with
the National Association of Securities Dealers ("NASD") in order
to allow for quotation of our common stock on the OTCBB. For
more information on the OTCBB see its website at www.otcbb.com.
If for any reason, however, our shares are not eligible for
quotation on the Bulletin Board or a public trading market does
not develop, purchasers of the shares may have difficulty selling
their shares should they desire to do so. If we are unable to
satisfy the requirements for quotation on the Bulletin Board, any
trading in our common stock would be conducted in the
over-the-counter market in what are commonly referred to as the
"pink sheets". As a result, you may find it more difficult to
dispose of, or to obtain accurate quotations as to the price of
our shares. In addition, the price of our shares may vary due to
general economic conditions and forecasts, our general business
condition, and the release of our financial reports.
There Has Been No Prior Public Market For Our Common Stock.
Unless Such Market Develops, You May Not Be Able To Sell Your
Shares And Even If Such Market Should Develop, Our Stock Price
May Decline After This Offering.
There has been no public market for our common stock and our
common stock is not presently listed for trading on any
11
recognized exchange or market. While we expect that our common
stock will be traded in the over-the-counter market and quoted on
the OTC Bulletin Board, an active trading market may not develop
or be maintained. Even if a market for our common stock does
develop, the market price of the common stock may be highly
volatile. Failure to develop or maintain an active and reliable
trading market could negatively affect the price of our shares
and even make it impossible for you to sell your shares.
Sales of Shares Eligible For Future Sale Could Depress The Market
Price Of Our Common Stock.
We presently have issued and outstanding 12,500,000 shares of our
common stock. Of these 12,500,000 shares, 11,495,400 will be
freely tradeable by the Selling Shareholders (see "Selling
Shareholders"). The balance of presently issued and outstanding
shares are restricted from immediate resale but may be sold into
the market in the future. Should a market for our common stock
develop, we are unable to predict the effect that resales made by
selling shareholders pursuant to this prospectus, or by other
shareholders under Rule 144, may have on the then prevailing
market price of our common stock. It is likely, however, that
market sales of large amounts of these or other shares after this
offering, or the potential for those sales even if they do not
actually occur, will have the effect of depressing the market
price of our common stock. In addition, if our future financing
needs require us to issue additional shares of common stock or
securities convertible into common stock, the supply of common
stock available for resale could be increased which could
stimulate trading activity and cause the market price of our
common stock to drop, even if our business is doing well. See
"Description of Securities - Shares Eligible for Future Sale."
Our Board of Directors Can Issue Additional Shares Of Our Common
Stock Without The Consent Of Any Of Our Shareholders; This Could
Result In The Dilution Of Your Voting Power And Could Decrease
The Value Of Your Shares.
We presently have authorized but unissued shares of common stock.
Our board of directors has the power to issue any or all of these
12,500,000 shares without shareholder approval. If we issue any
additional common shares, the percentage of ownership and the
voting power of each other common share will be proportionately
reduced and the book value or market price of the outstanding
common shares could also be reduced. See "Description of
Securities."
12
Our Common Stock Is A "Penny Stock," And Compliance With
Requirements For Dealing In Penny Stocks May Make It Difficult
For Holders Of Our Common Stock To Resell Their Shares.
If a public market develops for our common stock, it will be in
what is known as the over-the-counter market, and trading of our
stock will be quoted in the Over-the-Counter Bulletin Board of
the NASD. At least for the foreseeable future, our common stock
will be deemed to be a "penny stock" as that term is defined in
Rule 3a51-1 under the Securities Exchange Act of 1934. Rule
15g-2 under the Exchange Act requires broker/dealers dealing in
penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain from these
investors a manually signed and dated written acknowledgment of
receipt of the document before effecting a transaction in a penny
stock for the investor's account. Compliance with these
requirements may make it more difficult for holders of our common
stock to resell their shares to third parties or otherwise, which
could have a material adverse effect on the liquidity and market
price of our common stock (see "Description of Securities - Penny
Stock Rules").
Penny stocks are stocks:
o with a price of less than $5.00 per share; or
o that are not traded on NASDAQ or a national securities
exchange;
Penny stocks are also stocks which are issued by companies with:
o net tangible assets of less than:
$2.0 million (if the issuer has been in continuous
operation for at least three years); or
$5.0 million (if in continuous operation for less than
three years); or
o average revenue of less than $6.0 million for the last
three years.
Our Principal Shareholder Will Continue To Control Us After This
Offering; His Interests May Be Different From And Conflict With
Yours.
After this offering DBP Holdings Inc., our largest stockholder,
will hold approximately 48.8% of our outstanding common stock
13
their interests could conflict with the interests of our other
stockholders. Accordingly, they will have significant power in
votes to approve corporate transactions and control the election
of all of our directors and other issues for which the approval
of our shareholders is required. This concentration of ownership
may also delay, deter or prevent a change in control of our
company and may make some transactions more difficult or
impossible to complete without the support of these stockholders.
As a result, if you purchase shares of our common stock in this
offering, you may have no effective voice in our management. See
"Principal Stockholders" and "Certain Transactions."
Our Majority Shareholders Will Be Able To Take Shareholder
Actions Without Giving Prior Notice To Any Other Shareholders.
Therefore, You Will Not Have Advance Notice Of Actions Which You
May Believe Are Bad For Your Investment In The Company.
We are not, and after the offering, we will not be, subject to
the SEC Proxy Rules. We will therefore be able to take any
shareholder action that requires the approval of the Shareholders
by obtaining the consent of the holders of the majority of our
shares. We will not have to give any of the other shareholders
prior notice or a chance to vote. Our only obligation will be to
notify the other shareholders promptly after the action has been
taken. Therefore, you will not have advance notice of actions
that you may believe are bad for your investment in the Company.
As a result, you will not be able to take any preventive
measures, such as selling your shares, before the action is
effective.
USE OF PROCEEDS
The Selling Shareholders are selling their shares covered
by this prospectus for their own accounts. Accordingly, we will
not receive any proceeds from the resale of their shares.
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Before this offering, there has been no public market for
our common stock and there can be no assurance that a public
market for our common stock will develop after this offering. We
anticipate that our common stock will be traded on the OTC
Bulletin Board. No assurance can be given however, that this
will prove to be the case. We have engaged a broker-dealer to
file a Form 211 with the National Association of Securities
Dealers, Inc. ("NASD") in order to allow for the quotation of our
common stock on the OTC Bulletin Board.
14
Prior to this offering, there are 12,500,000 shares of
common stock issued and outstanding which are held by
approximately 161 persons. Of these shares, 3,245,400 shares will
be freely tradeable by the Selling Stockholders in connection
with this offering.
We have never paid dividends on our common stock. There
are no restrictions that limit our ability to pay dividends on
our common stock or that are likely to do so in the future.
Despite the foregoing, for the foreseeable future, it is
anticipated that any earnings that may be generated from our
operations will be used to finance our growth and that cash
dividends will not be paid to stockholders.
CAPITALIZATION
The following table sets forth the capitalization of our
Company as at May 31, 2002.
May 31, 2002
-----------------
Stockholders' equity
Common stock, $.001 par value;
25,000,000 shares authorized,
12,500,000 shares outstanding, $ 12,500
Additional paid-in capital $ 203,178
Accumulated deficit $(642,478)
Total stockholders' equity $ 106,858
DIVIDEND POLICY
We have never paid any dividends on our common stock. We do
not intend to declare or pay dividends on our common stock, but
to retain our earnings, if any, for the operation and expansion
of our business. Dividends will be subject to the discretion of
our board of directors and will be contingent on future earnings,
if any, our financial condition, capital requirements, general
business conditions and other factors as our board of directors
deem relevant.
PLAN OF OPERATION
The following discussion of our plan of operation for the
next twelve months should be read in conjunction with, and is
qualified in its entirety by, the more detailed information,
15
including our financial statements included elsewhere in this
Prospectus. Our plan of operation for the next twelve months
involves (i) commencing commercial operations during fiscal 2002;
(ii) implementing our sales and marketing strategies; (iii)
hiring marketing and sales personnel; and (iv) completing our
software platform. We will not achieve revenues until we
successfully commence commercial operations. Our only employees
at the present time are our two executive officers. Employee
levels will increase as we engage necessary staff and expand our
operations. (See "Business - Employees".) Our current cash and
cash equivalent assets together with expected revenues from
operations should be sufficient to satisfy our cash requirements
during the next 12 months. Notwithstanding the foregoing,
presently unforeseen circumstances may require us to seek
financing during the period. In the event we do require
financing there is no assurance that we will be able to obtain it
on terms beneficial to us, if at all.
BUSINESS
Overview
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.
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 this 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 May 31, 2002. On May 31, 2001 the
company changed its name to Anything2Ship Inc. The shareholders
of Autofirst Limited assumed control of the Company on May 29,
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 event such an expansion is successful,
16
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 3.7million 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.
17
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.
Our 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 that 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.
Sales and Marketing
We intend to utilize a dual marketing approach. This
approach will involve trade show presentations and direct
advertising through trade publications ads. Our marketing plan
18
will be administered by staff recruited during the year. Our
sales people will be compensated through a combination of salary
and commission. Our staff will be trained to assist the start up
operation for carriers and hauliers.
Employees
Our only employees at the present time are our two
executive officers. We plan to add additional employees, as
required, for the expanded operation of our business. See "Plan
of Operation."
Customers
We do not expect any single customer to account for a
significant portion of our revenues. Accordingly we will not be
dependent upon any single customer to achieve our business goals.
Competition
We know of no other enterprise utilizing a business model
similar to ours. However, our business may reasonably be
expected to compete with other haulage operators and
consolidators. Competition in this market is intense. Most of
these suppliers will have greater financial, technical, and human
resources than we do. There can be no assurance that we will be
able to successfully compete with them.
Seasonal Aspects
We do not expect to experience seasonal variations in our
operating results.
Patents and Trademarks
We are not dependent on patents or trademark protection to
operate our business and do not expect to be any time in the
future.
Office Facilities
The Company uses 250 square feet of space for its
administrative offices at 46 Post Road East, Suite 5, Westport,
Connecticut. The company also maintains offices at
City Tower - Level 4, 40 Basinghall Street, London EC2V 5DE.
19
Legal Proceedings
No legal proceedings are pending to which we or any of our
property is subject, nor to our knowledge are any such legal
proceedings threatened.
MANAGEMENT
Directors, Officers, Key Employees and Consultants.
The members of our board of directors and our executive
officers, together with their respective ages and certain
biographical information are set forth below. Our directors
receive no compensation for their services as board members but
are reimbursed for expenses incurred by them in connection with
attending board meetings. All directors hold office until the
next annual meeting of our stockholders or until their successors
have been duly elected and qualified. Our executive officers are
elected by, and serve at the designation and appointment of, the
board of directors. There are no family relationships among any
of our directors or executive officers.
Name Age Position
- ---- --- --------
Magnus Gittins 23 President, Treasurer, Chief Executive
and Accounting Officer and Chairman
Linden Boyne 59 Vice President, Secretary and Director
The following is a brief account of the business experience
of each of our directors and executive officers during the past
five years or more.
Magnus Gittins, our president, chairman and chief executive
and officer has specialised in business technology and
development. He has previously worked as CTO with Planet Edge UK
a systems integration company and GlobalFreeway, Australia's
first National Free ISP service.
Linden Boyne, our vice president, treasurer, secretary and
one of our directors, has over 30 years experience in business.
He was Managing Director of NSS Newsagents a retail group with
550 stores in the UK and following their takeover by Gallahers
for GBP85m has been a consultant for many businesses.
20
Limitation On Directors' Liabilities
Our Certificate of Incorporation limits, to the maximum
extent permitted under Delaware law, the personal liability of
our directors and officers for monetary damages for breach of
their fiduciary duties as directors and officers, except in
certain circumstances involving certain wrongful acts, such
as a breach of the director's duty of loyalty or acts of
omission which involve intentional misconduct or a knowing
violation of law.
Section 145 of the Delaware General Corporation Law, as
amended, (the "DGCL") permits us to indemnify our officers,
directors or employees against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement in
connection with legal proceedings if the officer, director or
employee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests. The DGCL
also permits us to provide indemnification with respect to any
criminal act or proceeding, where our officers, directors or
employees had no reasonable cause to believe their conduct was
unlawful.
We will not indemnify our directors and officers (a) for
any breach of loyalty to us or our stockholders; (b) if a
director or officer does not act in good faith; (c) for acts
involving intentional misconduct; (d) for acts or omissions
falling under Section 174 of the DGCL; or (e) for any transaction
for which the director or officer derives an improper benefit. We
will indemnify our directors and officers for business related
expenses, and may pay for these expenses in advance. Our
obligation to indemnify and to provide advances for expenses is
subject to the approval of a review process with a reviewer to
be determined by the Board. The rights of our directors and
officers will not exclude any rights to indemnification otherwise
available under law or under our Certificate of Incorporation.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
total compensation paid or accrued by us during the period from
our inception (January, 1997) through May 31, 2002 to our chief
executive officer. No executive officer received any compensation
during this period.
21
Summary Compensation Table
Annual Compensation
-----------------------------------
Other Annual
Name and Compensation
Principal Position Salary ($) Bonus ($) ($)
- ------------------ ---------- --------- ------------
Magnus Gittins 0 0 0
President, Chief Executive
Officer, Chairman of the
Board of Directors
Linden Boyne 0 0 0
Vice President, Secretary,
Director
Long Term Compensation
-----------------------------------
Restricted LTIP All Other
Options Stock Payouts Compensation
/SAR's(#) Awards ($) ($) ($)
--------- ------------ ------- ------------
Magnus Gittins 0 0 0 0
President, Chief Executive
Officer, Chairman of the
Board of Directors
Linden Boyne 0 0 0 0
Vice President, Secretary,
Director
Stock Option Plans; Stock Option/Stock Appreciation Right
Grants; Aggregate Stock Option/Stock Appreciation Right
Exercises and Fiscal Year End Stock Option/Stock
Appreciation Right Values; Report on Repricing of Stock
Options/Stock Appreciation Rights.
We have not instituted any stock option plans or issued any
stock options since inception.
22
Long Term Incentive Plan Awards
We have not made any long-term incentive plan awards since
our inception.
Pension Plans
We do not presently provide pension plans for any of our
officers or directors.
Employment Agreements
We have not entered into employment agreements with any of
our employees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides certain information with
respect to the beneficial ownership of our common stock known by
us as of May 31, 2002, by
o each person or entity known by us to be the
beneficial owner of more than 5% of our common stock,
o each of our directors,
o each of our executive officers, and
o all of our named directors and executive officers as
a group.
The percentages in the table have been calculated on the basis of
treating as outstanding for a particular person, all shares of
our common stock outstanding on May 31, 2002 and all shares of
our common stock issuable to the holder in the event of exercise
of outstanding options owned by that person which are exercisable
within 60 days of December 31, 2001. Presently, there are no
options outstanding. Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect
to all shares of our common stock owned by them, except to the
extent such power may be shared with a spouse.
23
Shares of
Name and Address of Common Stock Percentage
Beneficial Owner Beneficially Owned Ownership
---------------- ------------------ ---------
Magnus Gittins 0 0%
32 Haymarket London
SW1Y 4TP UK
Linden Boyne 0 0%
32 Haymarket London
SW1Y 4TP UK
All directors and executive 0 0
officers as a group (2 persons)
Alarm Securities Ltd 1,250,000 10.00
F8 PO Box 394
Casemates
Gibraltar
American Venture Marketing Inc.
Suite 101
40 Woodside Avenue 1,250,000 10.00
Westport
CT 06880
DBP Holdings 6,100,000 48.8
The Old Chapel
Sacre Coeur
Rouge Bouillon
St. Helier
Jersey JE2 3ZA
Thomas P. Finn 1,250,000 10.00
119 West Norwalk Road
Norwalk, CT 06850
USA
Shane Sutton 1,000,000 8.00
Suite 1600
One Rockefeller Plaza
New York, New York 10020
24
SELLING STOCKHOLDERS
The following table provides certain information with
respect to the beneficial ownership of our common stock known by
us as of May 31, 2002, by each Selling Shareholder. The
percentages in the table have been calculated on the basis of
treating as outstanding for a particular person, all shares of
our common stock outstanding on May 31, 2002 and all shares of
our common stock issuable to the holder in the event of exercise
of outstanding options owned by that person at May 31, 2002 which
are exercisable within 60 days of May 31, 2002. Presently, there
are no options outstanding. Except as otherwise indicated, the
persons listed below have sole voting and investment power with
respect to all shares of our common stock owned by them, except
to the extent such power may be shared with a spouse. Amounts
shown assume the maximum number of shares being offered is all
sold. The shares being offered by the Selling Stockholders are
being registered to permit public secondary trading, and the
stockholders may offer all or part of their registered shares
for resale from time to time. However, the Selling Stockholders
are under no obligation to sell all or any portion of their
shares. The table below assumes that all shares offered by the
Selling Stockholders will be sold. See "Plan of Distribution".
Shares of
Name and Address of Common Stock
Beneficial Owner Beneficially Owned Percentage Ownership
- ------------------- -------------------- ----------------------
Alarm Securities Ltd 1,250,000 10.00
F8 PO Box 394
Casemates Gibraltar
American Venture Marketing Inc.
Suite 101
40 Woodside Avenue 1,250,000 10.00
Westport CT 06880
Ashton Charles Ltd. 14,000 0.1
28 King Street
St. James's
London SW1Y 6QW
UK
25
Astrid Property Holdings Ltd. 300,000 2.40
25 Turnbulls Lane
Gibraltar
Billet Capital Holdings Ltd.
25 Turnbulls Lane 8,000 0.00
Gibraltar
Channing Investments Ltd. 244,000 1.95
S8 International Centre
Casemates High Street
Gibraltar
Coastal Properties Ltd. 6,000 0.00
The Priory
Hitchin
Hertfordshire SL5 2DW
DBP Holdings 6,100,000 48.8
The Old Chapel
Sacre Coeur
Rouge Bouillon
St. Helier
Jersey JE2 3ZA
Dor Venture Capital Ltd. 3,000 0.00
1 Albert Street
Whitstable
Kent
UK
Essential Properties Ltd. 4,000 0.00
211 Eagle Place
Piccadilly
London W1V 9LD
UK
Thomas P. Finn 1,250,000 10.00
119 West Norwalk Road
Norwalk
CT 06850
USA
Gradwell Hart Ltd. 8,000 0.00
Hamilton House
1 Temple
London EC4Y 0HA
UK
26
Greave Property Ltd. 2,000 0.00
The Studio
St. Nicholas Close
Elstree
Hertfordshire
UK
Greyscale Investor Holdings Ltd.
53 Salisbury Close 2,000 0.00
Sittingbourne
Kent
UK
Hornbeam Systems Ltd. 400 0.00
33 Green Lane
Blackwater
Camberley GU17 9DG
UK
JRS Holdings Ltd. 6,000 0.00
19 Grayshott Close
Sittingbourne
Kent
UK
Kent Investment Club Ltd. 4,000 0.00
Hamilton House
1 Temple
London
EC4Y 0HA
UK
Morris Capital Ltd. 5,000 0.00
1 St. Nicholas Close
Elstree
Hertfordshire
UK
MPS Capital 5,000 0.00
#F8 Box 394
Gibraltar
Prodigy Investor Research Ltd. 6,000 0.00
P.O. Box 3175
Road Town
Tortolla
BVI
27
Rightway Investments Ltd. 9,000 0.00
31 Church Road
Hendon
London NW4
UK
Shane Sutton 1,000,000 8.00
Suite 1600 - One Rockefeller Plaza
New York, NY 10020
West Martin & Reeder Ltd. 19,000 1.52
International House
7 High Street
Ealing
London W5 5DB
</table>
28
DESCRIPTION OF SECURITIES
General
Our authorized capital stock currently consists of
25,000,000 shares of common stock, par value $0.001 per share. As
at May 31, 2002 there are 12,500,000 shares of our common stock
issued and outstanding. No other securities, including without
limitation any preferred stock, convertible securities, options,
warrants, promissory notes or debentures are outstanding.
The description of our securities contained herein is a
summary only and may be exclusive of certain information that may
be important to you. For more complete information, you should
read our Certificate of Incorporation and Bylaws.
Common Stock
Holders of our common stock are entitled to one vote for
each share held on all matters submitted to a vote of
stockholders and do not have cumulative voting rights.
Accordingly, holders of a majority of the shares of our common
stock entitled to vote in any election of directors may elect
all of the directors standing for election. Subject to
preferences that may be applicable to any shares of preferred
stock outstanding at the time, holders of our common stock are
entitled to receive dividends rateably, if any, as may be
declared from time to time by our board of directors out of funds
legally available therefore.
Upon our liquidation, dissolution or winding up, the
holders of our common stock are entitled to receive rateably, our
net assets available after the payment of:
o all secured liabilities, including any then
outstanding secured debt securities which we may have issued as
of such time;
o all unsecured liabilities, including any then
unsecured outstanding secured debt securities which we may
have issued as of such time; and
o all liquidation preferences on any then outstanding
preferred stock.
29
Holders of our common stock have no pre-emptive,
subscription, redemption or conversion rights, and there are no
redemption or sinking fund provisions applicable to the common
stock. The outstanding shares of our common stock are, and the
shares offered by us in this offering will be, when issued and
paid for, duly authorized, validly issued, fully paid and non
assessable. The rights, preferences and privileges of holders of
common stock are subject to, and may be adversely affected by,
the rights of the holders of shares of any series of preferred
stock that we may designate and issue in the future.
Penny Stock Rules
At the present time, there is no public market for our
stock. However, it is expected that in connection with this
offering, our common stock will be traded in the over-the-counter
market and that trading activity will be reported on the OTC
Electronic Bulletin Board, although no assurance can be given
that this will prove to be the case.
The United States Securities and Exchange Commission
"Securities Enforcement and Penny Stock Reform Act of 1990"
requires special disclosure relating to the trading of any stock
defined as a "penny stock". Commission regulations generally
define a penny stock to be an equity security that has a market
price of less than $5.00 per share and is not listed on The
Nasdaq Small Cap Stock Market or a major stock exchange. These
regulations subject all broker-dealer transactions involving such
securities to special "Penny Stock Rules". Following the
completion of this offering the commencement of trading of our
common stock, and the foreseeable future thereafter, the market
price of our common stock is expected to be substantially less
than $5 per share. Accordingly, should anyone wish to sell any
of our shares through a broker-dealer, such sale will be
subject to the Penny Stock Rules. These Rules will affect the
ability of broker-dealers to sell our shares (and will therefore
also affect the ability of purchasers in this offering to re-sell
their shares in the secondary market, if such a market should
ever develop.)
The Penny Stock Rules impose special sales practice
requirements on broker-dealers who sell shares defined as a
"penny stock" to persons other than their established customers
or "Accredited Investors." Among other things, the Penny Stock
Rules require that a broker-dealer make a special suitability
determination respecting the purchaser and receive the
purchaser's written agreement to the transaction prior to the
sale. In addition, the Penny Stock Rules require that a
30
broker-dealer deliver, prior to any transaction, a disclosure
schedule prepared in accordance with the requirements of the
Commission relating to the penny stock market. Disclosure also
has to be made about commissions payable to both the
broker-dealer and the registered representative and the current
quotations for the securities. Finally, monthly statements have
to be sent to any holder of such penny stocks disclosing recent
price information for the penny stock held in the account and
information on the limited market in penny stocks. Consequently,
the rule may affect the ability of broker-dealers to sell our
shares and may affect the ability of holders to sell our shares
in the secondary market. Accordingly, for so long as the Penny
Stock Rules are applicable to our common stock, it may be
difficult to trade such stock because compliance with the Penny
Stock Rules can delay or preclude certain trading transactions.
This could have an adverse effect on the liquidity and price of
our common stock.
Delaware Anti-Takeover Law
We are not presently subject to Section 203 of the DGCL and
will not become subject to Section 203 in the future unless,
among other things, our common stock is (i) listed on a national
securities exchange; (ii) authorized for quotation on the NASDAQ
Stock Market; or (iii) held of record by more than 2,000
stockholders. If Section 203 should become applicable to us in
the future, it could prohibit or delay a merger, takeover or
other change in control of our Company and therefore could
discourage attempts to acquire us. Section 203 restricts certain
transactions between a corporation organized under Delaware law
and any person holding 15% or more of the corporation's
outstanding voting stock, together with the affiliates or
associates of such person (an "Interested Stockholder").
Section 203prevents, for a period of three years following the
date that a person became an Interested Stockholder, the
following types of transactions between the corporation and the
Interested Stockholder (unless certain conditions, described
below, are met): (a) mergers or consolidations, (b) sales,
leases, exchanges or other transfers of 10% or more of the
aggregate assets of the corporation, (c) issuances or transfers
by the corporation of any stock of the corporation which would
have the effect of increasing the Interested Stockholder's
proportionate share of the stock of any class or series of the
corporation, (d) any other transaction which has the effect of
increasing the proportionate' share of the stock of any class
or series of the corporation which is owned by the Interested
Stockholder and (e) receipt of the Interested Stockholder of the
31
benefit (except proportionately as a stockholder) of loans,
advances, guarantees, pledges or other financial benefits
provided by the corporation.
The three-year ban does not apply if either the proposed
transaction or the transaction by which the Interested
Stockholder became an Interested Stockholder is approved by the
board of directors of the corporation prior to the time such
stockholder becomes an Interested Stockholder. Additionally, an
Interested Stockholder may avoid the statutory restriction if,
upon the consummation of the transaction whereby such stockholder
becomes an Interested Stockholder, the stockholder owns at least
85% of the outstanding voting stock of the corporation without
regard to those shares owned by the corporation's officers and
directors or certain employees stock plans. Business
combinations are also permitted within the three-year period if
approved by the board of directors and authorized at an annual or
special meeting of stockholders by the holders of at least
two-thirds of the outstanding voting stock not owned by the
Interested Stockholder. In addition, any transaction is exempt
from the statutory ban if it is proposed at a time when the
corporation has proposed, and a majority of certain continuing
directors of the corporation have approved, a transaction with a
party who is not an Interested Stockholder (or who becomes such
with approval of the board of directors) if the proposed
transaction involves (a) certain mergers or consolidations
involving the corporation, (b) a sale or other transfer of over
50% of the aggregate assets of the corporation, or (c) a tender
or exchange offer for 50% or more of the outstanding voting
stock of the corporation.
Transfer Agent
Liberty Transfer Co., located at 274B New York Avenue
Huntington New York 11743, will act as the Transfer Agent for our
common stock.
PLAN OF DISTRIBUTION
The shares offered by the Selling Stockholders may be sold
or distributed from time to time by the Selling Stockholders or
by pledgees, donees or transferees of, or successors in
interest to, the Selling Stockholders directly to one or more
purchasers, including pledgees, or through brokers, dealers or
underwriters who may act solely as agents or may acquire shares
as principals, at market prices prevailing at the time of
32
sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices, which may be changed. We
will pay the expenses incurred to register the shares being
offered by the Selling Stockholders for resale, but the Selling
Stockholders will pay any underwriting discounts and brokerage
commissions associated with these sales. The commission or
discount which may be received by any member of the National
Association of Securities Dealers, Inc. in connection with these
sales will not be greater than 8%.
The distribution of the shares may be effected in one or
more of the following methods:
o ordinary brokers transactions, which may include
long or short sales,
o purchases by brokers, dealers or underwriters as
principal and resale by such purchasers for their own accounts
pursuant to this prospectus,
o "at the market" to or through market makers or
into an existing market for the common stock,
o in other ways not involving market makers or
established trading markets, including direct sales to
purchasers or sales effected through agents, or
o any combination of the foregoing, or by any other
legally available means.
In addition, the Selling Stockholders or their successors
in interest may enter into hedging transactions with
broker-dealers who may engage in short sales of shares of common
stock in the course of hedging the positions they assume with the
Selling Stockholders. The Selling Stockholders or their
successors in interest may also enter into option or other
transactions with broker-dealers that require the delivery by
such broker-dealers of the shares, which shares may be resold
thereafter pursuant to this prospectus.
Brokers, dealers, underwriters or agents participating in
the distribution of the shares may receive compensation in the
form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as
principal, or both. Such compensation as to a particular
broker-dealer may be in excess of customary commissions. The
33
Selling Stockholders and any broker-dealers acting in connection
with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the
Securities Act, and any commission received by them and any
profit realized by them on the resale of shares as principals may
be deemed underwriting compensation under the Securities Act. No
Selling Stockholder can presently estimate the amount of such
compensation.
Each Selling Stockholder and any other person participating
in a distribution of securities will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M, which
may restrict certain activities of, and limit the timing of
purchases and sales of securities by, Selling Stockholders and
other persons participating in a distribution of securities.
Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with
respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified
exceptions or exemptions. All of the foregoing may affect the
marketability of the securities offered hereby.
Any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold
under that rule rather than pursuant to this prospectus. There
can be no assurance that the Selling Stockholders will sell any
or all of the shares of common stock offered by them hereunder.
SHARES ELIGIBLE FOR FUTURE SALE
As at May 31, 2002 we have 12,500,000 shares of common
stock issued and outstanding. Of these shares, the 4,125,600
shares that can be sold in this offering by the Selling
Stockholders will be freely tradeable without restriction or
further registration under the Securities Act, except for any of
such shares offered for sale by an "affiliate" of ours as
defined in SEC Rule 144 which will be subject to the resale
limitations under Rule 144.
In general, under Rule 144, a person or persons whose
shares are required to be aggregated, who has beneficially owned
shares of common stock for a period of one year, including a
person who may be deemed an "affiliate", is entitled to sell,
within any three-month period, a number of shares not exceeding
1% of the total number of outstanding shares of such class. A
34
person who is not an "affiliate" of ours and who has beneficially
owned shares for at least two years is entitled to sell such
shares under Rule 144 without regard to the volume limitations
described above. Under Rule 144, an "affiliate" of an issuer is
a person that directly or indirectly through the use of one or
more intermediaries controls, is controlled by, or is under
common control with, such issuer.
If a public market develops for our common stock, we are
unable to predict the effect that sales made under Rule 144 or
other sales may have on the then prevailing market price of our
common stock. Our presently outstanding shares of Common Stock
will be immediately eligible for sale under Rule 144.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities may be permitted
to directors, officers and controlling persons pursuant to
Section 145 of the Delaware General Corporation Law, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission this type of
indemnification is against public policy and is, therefore,
unenforceable. See "Management - Directors - Limitation on
Directors Liability".
LEGAL MATTERS
Shane Henty Sutton, P.C., has rendered an opinion as our
counsel, that the shares offered hereby by our officers, when
issued and sold, will be legally issued, fully paid and
nonassessable. Shane Henty Sutton, the principal partner of the
firm, personally owns 1,000,000 shares of our common stock.
EXPERTS
The financial statements included in this prospectus, and
elsewhere in the registration statement through February 28, 2002
have been audited by Frank E Hanson CPA, independent auditors,
as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
35
COSTS OF REGISTRATION
The following is a statement of estimated expenses in
connection with the issuance and distribution of the securities
being registered.
SEC Registration Fee ...................... $ 529
Printing and Engraving Expenses ........... $ 2,000
Legal Fees ................................ $15,000
Accounting Fees ........................... $ 5,000
Transfer Agent Fees........................ $ 2,500
Miscellaneous Expenses .................... $ 5,000
TOTAL ESTIMATED EXPENSES .................. $30,029
All such expenses will be borne by us.
ADDITIONAL INFORMATION
We have filed with the principal office of the Securities
and Exchange Commission in Washington, D.C., a registration
statement on Form SB-2 relating to the shares offered in this
prospectus. This prospectus does not contain all of the
information included in the registration statement and the
exhibits thereto, to which reference is now made. Each statement
made in this prospectus concerning a document filed as an exhibit
to the registration statement is not necessarily complete and is
qualified in its entirety by reference to such exhibit for a
complete statement of its provisions. You may inspect the
registration statement and its exhibits without charge, or obtain
a copy of all or any portion thereof, at prescribed rates, at the
public reference facilities of the Commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. See "Where You Can Get More
Information".
We are currently a reporting company with the Securities
and Exchange Commission and have reporting obligations pursuant
to the Securities Exchange Act of 1934. We have also previously
filed annual, quarterly and periodic reports with the SEC
disclosing our business and operation. We intend to continue to
file reports with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, and to furnish to our
security holders annual reports containing audited financial
statements reported on by our independent auditors.
36
INSOFAR AS INDEMNIFICATION FOR LIABILITIES MAY BE
PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING
PERSONS PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, WE HAVE BEEN ADVISED THAT IN THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THIS TYPE OF
INDEMNIFICATION IS AGAINST PUBLIC POLICY AND IS, THEREFORE,
UNENFORCEABLE.
Corporate Takeover Provisions
Section 203 of the Delaware General Corporation Law
We are not presently subject to the provisions of Section
203 of the Delaware General Corporation Law ("Section 203").
Under Section 203, certain "business combinations" between a
Delaware corporation whose stock generally is publicly traded or
held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the
date that such stockholder became an interested stockholder,
unless (i) the corporation has elected in its original
certificate of incorporation not to be governed by Section 203
(we did not make such an election) (ii) the business
combination was approved by the Board of Directors of the
corporation before the other party to the business combination
became an interested stockholder (iii) upon consummation of the
transaction that made it an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the commencement of the
transaction (excluding voting stock owned by directors who are
also officers or held in employee benefit plans in which the
employees do not have a confidential right to render or vote
stock held by the plan) or, (iv) the business combination
was approved by the Board of Directors of the corporation and
ratified by two-thirds of the voting stock which the interested
stockholder did not own. The three-year prohibition also does
not apply to certain business combinations proposed by an
interested stockholder following the announcement or notification
of certain extraordinary transactions involving the corporation
and a person who had not been an interested stockholder
during the previous three years or who became an interested
stockholder with the approval of the majority of the
corporation's directors. The term "business combination" is
defined generally to include mergers or consolidations between a
Delaware corporation and an "interested stockholder,"
transactions with an "interested stockholder" involving the
assets or stock of the corporation or its majority-owned
subsidiaries and transactions which increase an interested
stockholder's percentage ownership of stock. The term
37
"interested stockholder" is defined generally as a stockholder
who, together with affiliates and associates, owns (or, within
three years prior, did own) 15% or more of a Delaware
corporation's voting stock. If it should become applicable to us
in the future, Section 203 could prohibit or delay a merger,
takeover or other change in control of our company and
therefore could discourage attempts to acquire us.
38
ANYTHING2SHIP, INC.
(A Development Stage Enterprise)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Independent Auditor's Report F-1
Consolidated Balance Sheet as of December 31, 2001 F-2
Consolidated Statement of Operations for the period
from September 7, 2001 (inception) to
December 31, 2001 F-3
Consolidated Statement of Cash Flows for the period
from September 7, 2001 (inception) to
December 31, 2001 F-4
Consolidated Statement of Stockholders' Equity for
the period from September 7, 2001 (inception) to
December 31, 2001 F-5
Notes to Consolidated Financial Statements F-6
F-1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
Anything2Ship, Inc.
I have audited the accompanying consolidated Balance Sheet of
Anything2Ship, Inc. as of February 28, 2002 and the related
consolidated Income Statement and Cash Flow for the period then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Anything2Ship, Inc. as of February 28, 2002 and the results of
its operations and cash flows for the period then ended in
conformity with generally accepted accounting principles.
Frank E. Hanson C.P.A.
Arlington, Virginia
Date: July 23, 2002
By: /s/ F. Hanson
----------------------
C.P.A.
F-2
ANYTHING2SHIP, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING FEBRUARY 28, 2002 AND
FEBRUARY 29, 2001
As of As of
Feb. 28, 2002 Feb. 28, 2001
-----------------------------
<s> <c> <c>
ASSETS
Current Assets
Cash $1,060 $0
Other Current Assets 0 0
---------- ----------
Total Current Assets $1,060 0
Other Assets $127,604 0
---------- ----------
Total Assets $128,664 $0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $6,963 $0
Accrued Expenses $10,017 $33,850
Loan Payable and Lease Payable $203,827 0
---------- ----------
Total Current Liabilities $220,807 $33,850
Other Liabilities
Loan Payable - Glen Investments
Note 6 $0 $28,950
Loan Payable - Astride $80,514 $0
RLI Capital Ltd. $185,051 $0
---------- ----------
Total Liabilities $491,406 $62,800
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 12,500,000
Shares $12,500 $6,000
Additional Paid in Capital $187,583 $144,050
Deficit Accumulated During
the Development Stage (562,825) (212,850)
---------- ----------
Total Stockholders' Equity (362,742) (62,800)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $128,664 $0
The accompanying notes are an integral part of these financial
statements
</table>
<page>
F-3
ANYTHING2SHIP, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED FEBRUARY 28, 2002 AND
FEBRUARY 28, 2001
<table>
For the Year For the Year
Ended Ended
Feb. 28, 2002 Feb. 28, 2001
------------- -------------
<s> <c> <c>
TOTAL REVENUES: $0 $0
---------- ----------
OPERATING EXPENSES:
Accounting 15,000 8,000
Legal 12,854 17,500
Rent (Note 2) 2,400 2,400
Contributed Services 60,000 60,000
Filing Fee 100 50
Consulting 131,065 0
General and Administrative 47,590 0
Depreciation 65,786 0
Other Start Up Costs 0 0
---------- ----------
Total Operating Expenses $334,795 $87,950
---------- ----------
Operating Loss $(334,795) $(87,950)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income $(15,181) 0
---------- ----------
NET LOSS $(349,976) $(87,950)
NET LOSS PER SHARE $(0.2799) $(0.01)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 12,500,000 6,000,000
The accompanying notes are an integral part of these financial
statements.
</table>
<page>
F-4
ANYTHING2SHIP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED FEBRUARY 28, 2001 AND
FROM DECEMBER 31, 1996 (INCEPTION) TO FEBRUARY 28, 2001
<table>
For the Year For the Year
Ended Ended
February 28, 2002 February 28, 2001
----------------- -----------------
<s> <c> <c>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $(349,976) $(87,950)
--------- ----------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Depreciation and Other
Non Cash charges: $76,083 0
Changes in Assets and Liabilities:
Increase in Accrued Expenses 13,550 13,550
Accounts Payable 6,963 0
Additional paid in capital
contributed by shareholders for:
Rent 0 2,400
Contributed Services 0 60,000
Other start-up costs 0 0
--------- ---------
Total Adjustments $96,596 $75,950
--------- ---------
Net Cash Used in
Operating Activities (300,763) (12,000)
--------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Assets acquired from subsidiary (141,287) 0
Net cash provided by (Used in)
investing activities (141,287) 0
CASH FLOWS FROM
FINANCING ACTIVITIES:
Net Cash Provided by
Financing Activities 443,110 12,000
--------- ---------
Net Change in Cash 1,060 0
Cash at Beginning of Period 0 0
Cash at End of Period $1,060 $ 0
--------- ---------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
--------- ---------
Corporate Taxes $ 0 $ 0
--------- ---------
The accompanying notes are an integral part of these financial
statements.
</table>
<page>
F-5
ANYTHING2SHIP, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM FEBRUARY 28, 2001 TO FEBRUARY 28, 2002
<table>
TOTAL
COMMON STOCK ISSUED ADDITIONAL ACCUMULATED SHAREHOLDERS'
SHARES PAR VALUE PAID IN CAP DEFICIT EQUITY
--------------------------------------------------------------
<s> <c> <c> <c> <c> <c>
OPENING
BALANCE
FEB. 28, 2001 6,000,000 $6,000 $144,050 $(212,850) $(62,050)
ISSUANCE OF
6,500,000 SHARES 6,500,000 $6,500 $43,533
BALANCE
FEB. 28, 2002 12,500,000 $12,500 $187,583 $(562,825) $(362,742)
</table>
The accompanying notes are an integral part of these financial
statements.
F-6
ANYTHING2SHIP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 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 January,
1997. 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 transactions to
eliminate in consolidation.
F. Purchases 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
F-7
financial statements as presented reflected the stock split.
Anything2Ship Inc., then issued 12,500,000 post-reverse split
shares with a par value of $12,500 to the shareholders of
AutoFirst Limited and others in exchange for 100% for 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 good will 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 if 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
Our executive offices are located at 46 Post Road East Suite 5
Westport CT 06880. See "Description of Business." The Company
also 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 - 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 February
28, 2002 no revenue and a net loss from operations of $(562,826).
F-8
As of February 28, 2002, the Company had a net capital deficiency
of $(362,742).
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 and 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:
Cost Accumulated Net
Depreciation
-------------------------------
Computer hardware and
software, Office Equipment $193,390 $65,786 $127,604
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
F-9
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, Inc. to cover
Anything2Ship, Inc. financial obligations.
Subsequent to that, there is no guarantee or assurance that
Astride Property Holdings, Ltd. will advance Anything2Ship, Inc.
any further funds or that Anything2Ship, Inc. will be able to
raise any additional funds to meet its financial obligations.
Anything2Ship, Inc. 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 February 28, 2002 $80,514 was outstanding on this loan.
The loan is not evidenced by a note. The informal agreement call
for no payment of interest. Anything2Ship, Inc. 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,
Inc. to cover Anything2Ship, Inc.'s financial obligations.
Subsequent to that, there is no guarantee or assurance that RLI
Capital Limited will advance Anything2Ship, Inc. any further
funds or that Anything2Ship, Inc. will be able to raise any
additional funds to meet its financial obligations.
Anything2Ship, Inc. 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 February 28, 2002 $185,051 was the outstanding balance on
this loan.
F-10
The loan that is not evidenced by a note calls for interest of 6%
per year to be added to the principle balance monthly.
Anything2Ship, Inc. intends to repay the loan out of any
fundraising that it may carry out or when the Company achieves
sustainable revenue.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation limits, to the maximum
extent permitted under Delaware law, the personal liability of
our directors and officers for monetary damages for breach of
their fiduciary duties as directors and officers, except in
certain circumstances involving certain wrongful acts, such as a
breach of the director's duty of loyalty or acts of omission
which involve intentional misconduct or a knowing violation of
law.
Section 145 of the Delaware General Corporation Law, as
amended, (the "DGCL") permits us to indemnify our officers,
directors or employees against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement in
connection with legal proceedings if the officer, director or
employee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests. The DGCL
also permits us to provide indemnification with respect to any
criminal act or proceeding, where our officers, directors or
employees had no reasonable cause to believe their conduct was
unlawful.
We will not indemnify our directors and officers (a) for
any breach of loyalty to us or our stockholders; (b) if a
director or officer does not act in good faith; (c) for acts
involving intentional misconduct; (d) for acts or omissions
falling under Section 174 of the DGCL; or (e) for any transaction
for which the director or officer derives an improper benefit. We
will indemnify our directors and officers for business related
expenses, and may pay for these expenses in advance. Our
obligation to indemnify and to provide advances for expenses is
subject to the approval of a review process with a reviewer to
be determined by the Board. The rights of our directors and
officers will not exclude any rights to indemnification otherwise
available under law or under our Certificate of Incorporation.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses in
connection with the issuance and distribution of the securities
being registered.
SEC Registration Fee ...................... $ 529
Printing and Engraving Expenses ........... $ 2,000
39
Legal Fees ................................ $15,000
Accounting Fees ........................... $ 5,000
Transfer Agent Fees........................ $ 2,500
Miscellaneous Expenses .................... $ 5,000
TOTAL ESTIMATED EXPENSES .................. $30,029
All such expenses will be borne by us.
RECENT SALES OF UNREGISTERED SECURITIES
There have been no recent sales of unregistered securities
by the Company.
EXHIBITS
*3.1 Certificate of Incorporation
*3.2 By-Laws
*4.1 Specimen Certificate of Common Stock
--------------------------
*To be filed by amendment.
UNDERTAKINGS
The Registrant undertakes:
(1) To file, during any period in which offers or sales are
being made, post-effective amendments to this registration
statement (the "Registration Statement"):
(i) To include any prospectus required by Section 10 (a)
(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the Effective Date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
40
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in this registration statement,
including (but not limited to) the addition of an
underwriter;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
treated as a new registration statement of the securities
offered, and the offering of the securities at that time to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which are not
validly issued and outstanding.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any provisions
contained in its Certificate of Incorporation, or by-laws, or
otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
41
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized the registration statement to be signed on
its behalf by the undersigned, in the City of New York, State of
New York, on October 4, 2002.
ANYTHING2SHIP, INC.
By: /s/ Magnus Gittens
- ---------------------------
Magnus Gittens, President
In accordance with the requirements of the Securities Act of
1933, the registration statement was signed by the following
persons in the capacities and on the dates stated.
ANYTHING2SHIP, INC.
By: /s/ Magnus Gittens
- ---------------------------
Magnus Gittens, President
ANYTHING2SHIP, INC.
By: /s/ Linden Boyne
- ---------------------------
Linden Boyne, Vice President