10-K 1 form10k2002.txt UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10K Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 ANYTHING2SHIP INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 22-3642435 -------- ------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 46 Post Road East - Suite 5 Westport, Connecticut 06880 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number (203) 341-0172 -------------- Check here whether the issuer (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of February 28, 2002, the following shares of the Registrant's common stock were issued and outstanding: 25,000,000 shares authorized, $0.001 par value of which 12,500,000 are issued and outstanding PART I Item 1. DESCRIPTION OF THE BUSINESS HISTORY AND ORGANIZATION ANYTHING2SHIP INC., (the "Company"), a development stage company, was organized in January 1997 under the laws of the State of Delaware, having the stated purpose of engaging in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. The Company was formed to provide an Internet enabled freight management service (the "Product"), primarily focused on the spot-buy freight marketplace. Its business is initially being launched in the UK and will subsequently expand to a Europe. The Company's Product will reduce the significant inefficiency in the buying and selling of freight services between spot-buyers, the Shippers of freight over 150 lbs, and Carriers seeking to fill empty-space backhauls. In utilizing the Internet the Company has 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. The Product will be an efficient and cost effective electronic system, allowing Shippers to obtain competitive, real-time quotes that have been matched to Carriers with under utilized capacity and simply arranged by Zip code preferences. The Product will electronically automate all documents, payments, bills of lading, tracking and delivery notices. Existing purchasing behavior is largely unaltered but time spent on phone and fax is eliminated. As of February 28th 2002 the Company's Product is still in development with an Italian software company that has a track record of designing Internet-based software for the Telecomms sector. Item 2. Description of Property The company's administrative offices are located at 46 Post Road East - Suite 5, CT, 06880. The company also maintains offices at City Tower - Level 4, 40 Basinghall Street, London EC2V 5DE. The company at this time has no other material assets or property. Item 3. Legal Proceedings There are no legal proceedings are pending at this time. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders. PART II Item 5. Market for Common Equity and Related Stockholder Matters The Company is not aware of any quotations for its common stock, now or at any time within the past two years. On February 28, 2002, there were approximately 161 holders of record of the issued and outstanding shares of Issuer's common stock. Issuer has never paid a dividend on its outstanding equity. The Company currently has no established public trading market for its common stock. There is currently no public trading market for the Company's common stock. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a development stage company. The Company has spent the past year developing its Internet enabled freight management service. Once development has been completed, should the Company have difficulty in launching the service then the Company will have to revisit its business plan and look at alternatives to provide the Company's shareholders with a viable business that can create value for its shareholders. There is no guarantee however that the Company will be able to raise sufficient funds or that its business plan will be successfully implemented even with adequate funding. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as the Company begins to generate sufficient investment in the Company to cover such expenses. However, if the Company engages outside advisors or consultants in search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. There is no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources, it may be difficult to find favourable opportunities. There is no certainty that the Company's business will be successful or profitable. There is also no certainty that the Company will be able to operate a successful business. Potential investors are alerted that the investment in the Company is highly speculative and involves a high degree of risk. Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as the Company begins to generate sufficient income to cover such expenses. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as the Company begins to generate sufficient income to cover such expenses. However, if the Company engages outside advisors or consultants in search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. There is no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company develops material operations. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations. The Company will not borrow funds for the purpose of funding payments to the Company's promoters, management or their affiliates or associates. Any funds borrowed by the Company will be utilized to pay statutory, legal and accountant fees expended by the Company. LIQUIDITY The Company's viability as a going concern is dependent upon raising additional capital, and ultimately, having net income. 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 research and development of its software. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. The Company 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. The Company anticipates that its existing capital resources will enable it to maintain its current implemented operations for at least 12 months, however, full implementation of its business plan is dependent upon its ability to raise substantial funding. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future beyond twelve (12) months as the Company has yet to generate sales of its product or to begin substantial operations. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. Investors are alerted that the Company does not have a working capital line of credit with any financial institution and that there is no guarantee or assurance that the Company will be able to raise such funds. In the event the Company needs additional funding, it shall elect to source funds from its shareholders owning more than 10% of the Company's common stock and seek funding from such shareholders. In such event, the Company will re-evaluate its plans and its proposed operations to determine whether it would be feasible to continue to implement its business plan. The Company would not seek funding beyond its limitations and would ensure that the Company would operate as efficiently as possible to keep costs as streamlined as possible. The Company will not seek funding beyond that which it foresees it will be able to re-pay over a period of twelve (12) months. Should a sudden jump in inflation occur the company's prices may then have to rise in line with inflation. The Company's costs over the past twelve (12) months have been funded by shareholder loans as detailed in the notes to the financial statements. Item 7. Financial Statements 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 July 23, 2002 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 ----------------------------- 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

ANYTHING2SHIP, INC. (A Development Stage Company) CONDENSED STATEMENT OF LOSS FOR THE YEAR ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001 For the Year For the Year Ended Ended Feb. 28, 2002 Feb. 28, 2001 ------------- ------------- 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.

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 For the Year For the Year Ended Ended February 28, 2002 February 28, 2001 ----------------- ----------------- 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.

ANYTHING2SHIP, INC. (A Development Stage Company) STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) FROM FEBRUARY 28, 2001 TO FEBRUARY 28, 2002 TOTAL COMMON STOCK ISSUED ADDITIONAL ACCUMULATED SHAREHOLDERS' SHARES PAR VALUE PAID IN CAP DEFICIT EQUITY -------------------------------------------------------------- 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)

The accompanying notes are an integral part of these financial statements. 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 December 31, 1996. 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 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 The Company uses 250 square feet of space for its executive offices at City Tower, 40 Basinghall Street, London, UK which it receives from one of its shareholders at no cost. The fair market value of this office is $200 per month which is reflected as an expense with a corresponding credit to additional paid-in capital. The Company also leased office space in Stamford, Connecticut. 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). 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 Depreciation Net 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 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. The loan is not evidenced by a note which 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. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters. PART III Item 9. DIRECTORS AND EXECUTIVE OFFICERS Magnus R. Gittins 22 Director None Linden J. H. Boyne 59 Secretary and Director None All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respects to the election of directors. To the best knowledge of management, during the past five years, no present or former director or executive officer of the Company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him form or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in subsequently reversed, suspended, or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. The Company's Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in connection therewith, directors, officers, and beneficial owners of more than 10% of the Company's Common Stock are required to file on a timely basis certain reports under Section 16 of the Exchange Act as to their beneficial ownership of the Company's Common Stock. Item 10. EXECUTIVE COMPENSATION SUMMARY The Company has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Company has not paid any salaries or other compensation to its officers, directors or employees for the year ended February 28, 2002, nor at any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Company's directors will forego any compensation until such time as the Company accumulates significant revenues and income to warrant the payment of compensation to its directors. As of the date hereof, no person has accrued any compensation from the Company. COMPENSATION TABLE: None; no form of compensation was paid to any officer or director at any time during the last two fiscal years. CASH COMPENSATION There was no cash compensation paid to any director or executive officer of the Company during the two fiscal years ended February 28, 2002. BONUSES AND DEFERRED COMPENSATION: None. COMPENSATION PURSUANT TO PLANS: None. PENSION TABLE: None. OTHER COMPENSATION: None. COMPENSATION OF DIRECTORS: None. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT: There are no compensatory plans or arrangements of any kind, including payments to be received from the Company, with respect to any person which would in any way result in payments to any such person because of his or her resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the information, to the best knowledge of the Company as of February 28, 2002, with respect to each person known by the Company to own beneficially more than 5% of the Company's outstanding common stock, each director of the Company and all directors and officers of the Company as a group. Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class ---------------- -------------------- -------- American Venture 1,250,000 10% Marketing 40 Woodside Avenue STE101, West Port CT, 06880 DBP Holdings Ltd 5,100,000 40.8% The Old Chapel Sacre Ceour Rouge Bouillon St. Helier, Jersey Gatehouse Realty 1,250,000 10.0% 119 West Norwalk Road Norwalk, CT, 06850 Internet Plc 1,500,000 12% No. 12 Oliaji Trade Center Mahe Seychelles Shane H. Sutton 1,000,000 8.0% 1 Rockefeller Plaza Suite 1600 New York, NY, 10020 The Company has been advised that each of the persons listed above has sole voting, investment, and dispositive power over the share indicated above. Percent of Class (third column above) is based on 12,500,000 shares of common stock outstanding as of the date of this filing. The aggregate amount of common stock held by all officers and directors as a group is 3,500,000 shares of common stock representing 28% of all outstanding shares. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS. To the best of Management's knowledge, during the fiscal year ended February 28, 2002, there were no material transactions, or series of similar transactions, since the beginning the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. CERTAIN BUSINESS RELATIONSHIPS: During the fiscal year ended February 28, 2002, there were no material transactions between the Company and its management. INDEBTEDNESS OF MANAGEMENT: To the best of Management's knowledge, during the fiscal year ended February 28, 2002 there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. TRANSACTIONS WITH PROMOTERS: To the best Knowledge of management, no such transactions exist. Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K (A) FINANCIAL STATEMENTS The Following financial statements are filed as part of this registration statement: Balance Sheet Statement of Loss Statement of Cash Flows Statement of Shareholders' Equity (Deficit) Selected Financial Data (B) EXHIBITS AND INDEX OF EXHIBITS The following exhibits are included in Item 13(c). Other exhibits have been omitted since the required information is not applicable to the registrant. EXHIBIT 3 Certificate of incorporation and by-laws 11 Statement regarding computation of per share earnings 27 Financial Data Schedule (C) REPORTS ON FORM 8-K No Report on Form 8-K was filed during the fourth quarter of the period for which this Annual Report is filed. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. The undersigned is an officer of Westminster Auto Retailers, Inc., has read the statements contained in this Registration statement and states that the contents are true to the undersigned's own knowledge. ANYTHING2SHIP INC. ---------------------- (Registrant) Date: August 6, 2002 By: /s/ Linden Boyne ---------------------- Secretary and Director

As of As of Feb. 28, 2001 Feb. 28, 2000 ----------------------------- ASSETS Current Assets Cash $ 0 $ 0 Other Current Assets 0 0 ---------- ---------- Total Current Assets 0 0 Other Assets 0 0 ---------- ---------- Total Assets $ 0 $ 0 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable $ 0 $ 0 Accrued Expenses 33,850 20,300 ---------- ---------- Total Current Liabilities $33,850 20,300 Other Liabilities Loan Payable - Glen Investments Note 6 28,950 16,950 ---------- ---------- Total Liabilities $62,800 $37,250 Stockholders' Equity Common Stock, $.001 par value, Authorized 25,000.000 Shares; Issued and Outstanding 6,000,000 Shares 6,000 6,000 Additional Paid in Capital 144,050 81,650 Deficit Accumulated During the Development Stage (212,850) (124,900) ---------- ---------- Total Stockholders' Equity (62,800) (37,250) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0 The accompanying notes are an integral part of these financial statements

For the Year For the Year From Ended Ended Inception to Feb. 28, 2001 Feb. 28, 2000 Feb. 28, 2001 ------------- ------------- ------------- TOTAL REVENUES: $ 0 $ 0 $ 0 ---------- ---------- ---------- OPERATING EXPENSES: Accounting 8,000 7,250 17,650 Legal 17,500 17,500 50,000 Rent (Note 2) 2,400 2,400 6,000 Contributed Services 60,000 60,000 120,000 Filing Fee 50 50 200 Other Start Up Costs 0 0 19,000 ---------- ---------- ---------- Total Operating Expenses 87,950 87,200 212,850 ---------- ---------- ---------- Operating Loss $(87,950) $(87,200) $(212,850) ---------- ---------- ---------- OTHER INCOME (EXPENSES): Other Income 0 0 0 ---------- ---------- ---------- NET LOSS $(87,950) $(87,200) $(212,850) NET LOSS PER SHARE $ (0.01) $(0.01) $(0.04) ---------- ---------- ---------- WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 6,000,000 6,000,000 5,375,972 ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements.

For the Year From Ended Inception to February 28, 2001 February 28, 2001 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $(87,950) $(212,850) -------- --------- Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities: Increase in Accrued Expenses 13,550 33,850 Additional paid in capital contributed by shareholders for: Rent 2,400 6,000 Contributed Services 60,000 120,000 Other start-up costs 0 4,050 -------- --------- Total Adjustments 75,950 163,900 -------- --------- Net Cash Used in Operating Activities (12,000) (48,950) -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in loan payable - Glen Investments 12,000 28,950 Proceeds from Issuance of Common Stock 0 20,000 -------- --------- Net Cash Provided by Financing Activities 12,000 48,950 -------- --------- Net Change in Cash 0 0 Cash at Beginning of Period 0 0 Cash at End of Period $ 0 $ 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.

Total COMMON STOCK ISSUED Additional Accumulated Shareholders' SHARES PAR VALUE Paid in Cap Deficit Equity ---------------------------------------------------------------- ISSUANCE OF 4,000,000 SHARES JANUARY 3, 1997 4,000,000 $ 4,000 $ 0 $(4,000) $ 0 NET LOSS FOR THE PERIOD FROM INCEPTION TO FEBRUARY 28, 1998 0 0 50 ( 50) ( 0) ---------------------------------------------------------------- BALANCE FEBRUARY 28, 1998 4,000,000 4,000 50 (4,050) ( 0) ISSUANCE OF 2,000,000 SHARES DECEMBER 17, 1998 2,000,000 2,000 18,000 0 20,000 NET LOSS FOR THE YEAR ENDED FEBRUARY 28, 1999 0 0 1,200 (33,650) (32,450) ---------------------------------------------------------------- BALANCE FEBRUARY 28, 1999 6,000,000 $6,000 $19,250 $37,700 $12,450 NET LOSS FOR THE YEAR ENDED FEBRUARY 29, 2000 0 0 62,400 (87,200) (24,800) ---------------------------------------------------------------- BALANCE FEBRUARY 29, 2000 6,000,000 $6,000 $81,650 $(124,900) $(37,250) NET LOSS FOR THE YEAR ENDED FEBRUARY 28, 2001 0 0 62,400 (87,950) (24,800) ---------------------------------------------------------------- BALANCE FEBRUARY 28, 2001 6,000,000 $6,000 $144,050 $(212,850) $(62,050) =========================================================== The accompanying notes are an integral part of these financial statements.

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