UNITED STATES
                  SECURITIES EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 10K

           GENERAL FORM FOR REGISTRATION OF SECURITIES

       Annual Report Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934

                 WESTMINSTER AUTO RETAILERS INC.
        ----------------------------------------------------
       (Exact name of registrant as specified in its charter)


        DELAWARE                            13-4032994
        --------                            ----------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)

90 Park Avenue - Suite 1700
New York, New York                            10017
----------------------------------            -----
(Address of principal executive offices)    (Zip Code)



Registrant's telephone number             212-984-0646
                                          ------------


Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.

                  Yes   X       No_______

As of May 31, 2000, the following shares of the Registrant's
common stock were issued and outstanding:

   Voting common stock    5,000,000


<PAGE>
<PAGE>

                            PART I

Item 1.   DESCRIPTION OF THE BUSINESS

HISTORY AND ORGANIZATION

WESTMINSTER AUTO RETAILERS INC., (the "Company"), a developmental
stage company,  was organized on December 25, 1995 as Tallman
Supply Corp., 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.

The Company was formed to enter the European airline industry and
provide domestic air travel routes which were not operated by
other carriers and which the company would be the sole operator.
The Company's initial route was to be between Teesside-Belfast
and London-Stansted.  The Company was approached by a major
pharmaceutical company in the United Kingdom and a top soccer
club which suggested to the company that air service on such
route was required to accommodate demand by travelers which
at that time were not able to have the ability to air travel
between the two cities.  The Company at that point sought to
become the official carrier for both these entities which it
hoped would further augment its entry into the airline industry.

In August 1996, the Company sought to raise funds pursuant to a
private placement to retire initial indebtedness by issuing
900,000 shares of its common stock at $0.01.  The placement was
exempt from Registration pursuant to Section 4(6) of the
Securities Act of 1933.  The Company was successful in raising
$9,000.00 to pay off such debt.

The Company then sought to raise additional funding to implement
its business plan.  The Company however was unsuccessful in
luring investors to fund the Company's development and
acquisition of aircraft. Additionally, as a result of increased
price competition in the UK airline industry in late 1996, the
Company believed that it could not effectively compete with other
established air carriers.  As a result of the foregoing, the
Company in October 1996 decided to seek other business
opportunities and abandon its plans to operate as an airline
carrier.

Thereafter in April 1997, the Company's management resigned after
it was unable to locate or create other business opportunities.
New management, which is the current management of the Company,
were brought in to attempt to locate or create other business
opportunities.  The Company thereafter received an inquiry from a
UK motor retailer, Mark Kass Limited, about the possibility of

<PAGE>
<PAGE>

conducting a merger and entering the retail auto marketplace.  At
that point, the Company changed its name to Westminster
Automobile Retailers Inc., to better reflect the possible entry
into the auto retail industry.

The Company thereafter in November 1998 entered into a
preliminary agreement to acquire Mark Kass Limited.  The Company
at that point then again decided to slightly modify its name to
Westminster Auto Retailers, Inc.  This was done so that the
Company name would appeal to both the USA and the UK markets, as
the word automobile is not widely used in the United Kingdom.
Subsequent to this name change, in January 1999, the preliminary
agreement to acquire Mark Kass Limited fell through and no merger
or acquisition was consummated.  There is at this time no
potential that the Company and Mark Kass will merge or enter into
any other agreement.

The Company thereafter decided that the best method to locate
another business transaction or opportunity would be to become a
reporting company with the Securities and Exchange commission
and to make information regarding the Company readily available
to the public.

The Company is currently a developmental stage company and
currently has no material operations.  The directors are now
determined that the Company should become active in seeking
potential business opportunities with the intent to acquire or
merge with such businesses which are engaged in the automotive
industry.


Item 2.  Description of Property

The company's administrative offices are located at 90 Park
Avenue, New York, New York and also at 45 Mount Pleasant, Putney,
London SW18 United Kingdom.  The Company's office in New York is
approximately 400 square feet utilized as a base to explore and
contact potential business transactions and to service the
Company's administrative needs.  The United Kingdom office is
approximately 600 square feet and is also utilized as a base to
explore and contact potential business transactions.


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.

<PAGE>
                             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.  As of May 31,
1999, there were 124 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 are no plans, proposals, arrangements or understandings
with any person in regard to the development of a trading market
in any of the Company's securities.

Shareholders of the Company have not entered into any "lock-up"
letter agreement, which would prevent them from selling their
respective shares of the Company's common stock until such time
as the Company develops its business plan or consummates an
acquisition, alliance, merger or business transaction with
another entity.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
The Company is a development stage company and its principal
business purpose is to locate and consummate a merger or
acquisition with a private entity engaged in the automotive
industry.  Because of the Company's current status having no
assets and no recent operating history, in the event the Company
does successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.

The Company has been seeking a candidate to consummate a merger
or acquisition however at the time of the filing, no viable
candidate has been located or identified.  There is no assurance
that the Company will be able to identify and acquire any
business opportunity in the automotive industry which will
ultimately prove to be beneficial to the Company and its
shareholders.

Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination.  Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business in the automotive
industry, the resulting combined business must provide audited
financial statements for at least the two most recent fiscal
years or, in the event that the combined operating business has
been in business less than two years, audited financial
statements will be required from the period of inception of the
target acquisition or merger candidate.

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 favorable
opportunities.  There can be no assurance that the Company will
be able to identify and acquire any business opportunity in the
automotive industry which will ultimately prove to be beneficial
to the Company and its shareholders.  The Company will select any
potential business opportunity based on management's business
judgment.

In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company.   The Company believes that any merger
would include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate.

The Company may seek or target a potential merger candidate which
is outside the United States.  It should be noted that there are
inherent risks which may arise for the Company in the event it
does engage in a business transaction with such an outside
entity.  Factors relevant to international laws, foreign exchange
rates, duties, taxation and political stability of the targeted
entity's country will all be considered to determine the impact
of such factors on the Company.  In the event the Company
believes, in its discretion, that any of the aforementioned
factors create a substantial and uncertain risk for the Company,
then any business transaction with such targeted entity shall not
proceed.  Each targeted entity outside the United States will be
evaluated on a case by case basis by the Company to consider the
risks and factors inherent to consummating a business transaction
with such entity.

The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully in the
automotive industry.  Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, develop sustaining business opportunities or
acquire property that will be of material value to the Company.
In the opinion of management, inflation has not and will not have
a material affect on the operations of the Company as it does not
currently have any significant assets, debt or income.

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 Company's officers in the past have not used any particular
consultants or advisers on a regular basis.

In the event the Company is required or needs to hire independent
consultants, the Company will consider as criteria for hiring
such consultant the area of expertise which it will require the
consultant to be knowledgeable with, the experience of the
consultant in the particular field, the education of the
consultant, the cost to the Company to retain such consultant and
the availability of the consultant for the purpose of devoting
its time and effort to the Company.

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.

The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.

Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition.  In such an instance, all shareholders are to be
treated equally.  This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes.  In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes.  The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.

The Company has not adopted a policy relating to a cash finder's
fee to anyone who locates a transaction which is consummated by
the Company.  The Company does not intend to issue securities
(debt or equity) as a finder's fee.  Finder's fees will not be
payable to officers, directors or promoters of the company and no
action.  For this reason, no plan of action has currently been
undertaken to prevent any conflict of interest regarding the
payment of such fees to officers, directors or promoters of the
company.

There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest.  Existing corporate
policy does not permit such transactions, unless disclosed by the
individual with such interest and consent to by the Board of
Directors.  This policy based upon an understanding between
management and the Board of Directors.  Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.

In searching and targeting a merger or acquisition candidate, the
Company will analyze the financial viability of a candidate along
with its historic performance to ascertain the profitability of a
potential candidate.  Vital to this analysis shall be the
financial statements of the candidate, with attention to
profit/loss before taxes, and the candidates net asset value.
The Company will not consider a candidate with excessive debt or
which is highly leveraged.  The Company will also consider the
management expertise and experience of a candidate.

In the event there is a downturn in the economy, the Company
believes that the automotive industry would experience a drop in
sales.  If this occurs at a time when the Company has not
acquired or merged with an operating business or has not generate
substantial revenue, then the Company will re-evaluate its plans
as it believes it would not be financially sound to implement
entry into the automotive industry during a downturn.  The
Company however may benefit from a downturn in the economy as a
potential merger or acquisition candidate can be assessed with a
lesser asset valuation thereby affording the company a better
opportunity to consummate a business transaction.


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
start up and trading of retail outlets.  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.  Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in 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 favorable
opportunities.  There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders.  The Company will select any potential business
opportunity based on management's business judgment.

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.


<PAGE>
Item 7.  Financial Statements

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
WESTMINSTER AUTO RETAILERS INC.

We have audited the accompanying balance sheet of Westminster
Auto Retailers Inc., (a development stage company) as of May 31,
2000 and the related statements of loss, cash flows and
shareholders' equity for the year then ended, and for the period
from December 29, 1995 (inception) to May 31, 2000. These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidences supporting
the amounts and disclosures in the financial statements, An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Westminster Auto Retailers Inc., as of May 31, 2000, and the
results of its operations and its cash flows for the year then
ended and for the period from December 29, 1995 (inception) to
May 31, 2000 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 5 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern.  Management's plans regarding those matters also are
described in Notes 5.  The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.


Graf & Repetti & Co., LLP
New York, New York
October 30, 2000
<PAGE>
<PAGE>
                 WESTMINSTER AUTO RETAILERS INC.
                  (A Development Stage Company)
                    CONSOLIDATED BALANCE SHEET
               AS OF MAY 31, 2000 AND MAY 31, 1999
<TABLE>
<CAPTION>
                                      As of             As of
                                   May 31, 2000      May 31, 1999
                                  --------------    -------------
<S>                                  <C>             <C>
ASSETS
Current Assets
  Cash                                   $   0           $   0
  Other Current Assets                       0               0
                                        --------        --------
  Total Current Assets                       0               0
                                        --------        --------
  Total Assets                           $   0           $   0

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
 Accounts Payable                        $   0           $   0
 Accrued Expenses                       18,550          17,550
                                        --------       ---------
 Total Current Liabilities             $18,550          17,550

 Other Liabilities -
 Loan Payable - European Technology
 Investments (Note 6)                   27,850           1,400
                                       ---------     ----------
 Total Liabilities                     $46,400         $18,950

 Stockholders' Equity
  Common Stock, $.001 par value,
  Authorized 25,000,000 Shares;
  Issued and Outstanding 5,000,000
  Shares                                 5,000           5,000
 Additional Paid in Capital            192,845         120,445
 Deficit Accumulated During
  the Development Stage               (244,245)       (144,395)
                                      ----------      ---------
 Total Stockholders' Equity            (46,400)        (18,950)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)         $     0         $     0

The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
                 WESTMINSTER AUTO RETAILERS INC.
                  (A Development Stage Company)
                   CONDENSED STATEMENT OF LOSS
           FOR THE YEARS ENDED MAY 31, 2000 AND 1999
       FROM DECEMBER 29, 1995 (INCEPTION) TO MAY 31, 1999

<TABLE>
<CAPTION>
                              For the Year      For the Year            From
                                 Ended             Ended           Inception to
                              May 31, 2000      May 31, 1999       May 31, 2000
                             -------------     -------------       -------------
<S>                           <C>               <C>                <C>
TOTAL REVENUES:                $       0         $      0           $      0
                               ----------        ----------         ----------

OPERATING EXPENSES:
Accounting                     $   7,500            2,500             10,000
Legal                             17,500           10,000             32,500
Rent - Note 3                      4,800            3,600              8,400
Filing Fee                            50               50                225
Contributed Services - Note 6     70,000           76,040            178,120
Other Start Up Costs                   0                0             15,000
                               ----------        ----------         ----------

Total Operating Expenses          99,850           92,190            244,245
                               ----------        ----------         ----------
Operating Loss                   (99,850)        $(92,190)         $(244,245)
                               ----------        ----------         ----------
NET LOSS                         (99,850)        $(92,190)         $(244,245)

NET LOSS PER SHARE              $(  0.02)        $  (0.03)            $(0.10)
                               ----------        ----------         ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING          5,000,000         5,000,000          2,333,494
                               ----------        ----------         ----------

The accompanying notes are an integral part of these financial
statements.

</TABLE>
<PAGE>
<PAGE>
                 WESTMINSTER AUTO RETAILERS INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
               FOR THE YEAR ENDED MAY 31, 2000 AND
       FROM DECEMBER 29, 1995 (INCEPTION) TO MAY 31, 2000

<TABLE>
<CAPTION>
                               For the Year            From
                                  Ended            Inception to
                               May 31, 1999         May 31, 1999
                              -------------        -------------
<S>                           <C>                  <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net Loss                      $(99,850)             $(244,245)
                               --------               --------
Adjustments to Reconcile Net
 Loss to Net Cash Used in
 Operating Activities:
 Additional paid in capital for:
   Rent                          2,400                  4,600
   Payment of Accounts Payable       0                    125
   Contributed Services         70,000                178,120

Changes in Assets and
 Liabilities:
  Increase in Accrued Expenses   1,000                 18,550
                               --------               --------

Total Adjustments               73,400                201,395
                               --------               --------
Net Cash Used in
Operating Activities           (26,450)              ( 42,850)
                               --------               --------

CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase in Loan Payable        26,450                 27,850
Proceeds from Insurance of
Common Stock                         0                 15,000
                               --------               --------
Net Cash Provided by
Financing Activities            26,450                 42,850
                               --------               --------

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.

</TABLE>
<PAGE>
<PAGE>
                    WESTMINSTER AUTO RETAILERS INC.
                     (A Development Stage Company)
               STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                    FROM INCEPTION TO MAY 31, 2000

<TABLE>
<CAPTION>
                                                         Total
                    COMMON STOCK ISSUED    Additional Accumulated Shareholders'
                    SHARES    PAR VALUE    Paid in Cap   Deficit     Equity
               -------------------------------------------------------------
<S>                <C>         <C>          <C>          <C>      <C>

ISSUANCE OF
6,000,000
SHARES
August 27, 1996     6,000,000   $ 6,000      $     0     $(6,000)  $     0

ISSUANCE OF
900,000 Shares
October 22, 1996      900,000       900        8,100     $(9,000)  $     0

NET LOSS
FOR THE YEAR
ENDED MAY 31, 1997          0         0           25     ( 5,075)  ( 5,050)
               -------------------------------------------------------------
BALANCE
MAY 31, 1997        6,900,000     6,900        8,125     (20,075)  ( 5,050)

NET LOSS
FOR THE YEAR
ENDED MAY 31, 1998          0         0       32,130     (32,130)        0
               -------------------------------------------------------------
BALANCE
MAY 31, 1998        6,900,000     6,900       40,255     (52,205)  ( 5,050)

One for 5 Reverse
Stock Split
December 28, 1998  (5,520,000)   (5,520)       5,520           0         0

ISSUANCE OF
3,620,000 SHARES
December 28, 1998   3,620,000     3,620       (3,620)          0         0

NET LOSS FOR THE
YEAR ENDED
MAY 31, 1999                0         0       78,290     (92,190)  (13,900)
               -------------------------------------------------------------
BALANCE
MAY 31, 1999        5,000,000    $5,000     $120,445   $(144,395) $(18,950)

NET LOSS FOR THE
YEAR ENDED
MAY 31, 2000                0         0       72,400     (99,850)  (27,450)
               -------------------------------------------------------------
BALANCE
MAY 31, 1999        5,000,000    $5,000     $192,845   $(244,245) $(46,400)

The accompanying notes are an integral part of these financial
statements.

</TABLE>
<PAGE>
<PAGE>
                    WESTMINSTER AUTO RETAILERS INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                            MAY 31, 2000

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. DESCRIPTION OF COMPANY: Westminster Auto Retailers Inc.,
("the Company") is a for-profit corporation incorporated under
the laws of the State of Delaware on December 29, 1995 as Tallman
Supply Corp.  On January 14, 1999 the Company changed its name
to Westminster Auto Retailers Inc.

The Company is a development stage company and currently has no
material operations.  The directors are now determined that
the Company should become active in seeking potential business
opportunities within the automotive industry with the intent to
acquire or merge with such businesses.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting.  Accordingly revenue is
recognized when earned and expenses when incurred.

B. 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 5.


NOTE 3 - USE OF OFFICE SPACE

The Company uses office space for its executive offices at two
locations.  The fair market value of the 600 square foot office
at 45 Mount Pleasant, Putney, London, UK is $200 per month.
Use of this office space began on July 1, 1998.  The fair market
value of the 400 square foot office at 90 Park Avenue, New York,
New York is also $200 per month.  Use of this office space
began November 1, 1998.  The amount for the New York office,
which the Company receives from one of its shareholders at no
cost, is reflected as an expense with a corresponding credit to
additional paid-in capital.

<PAGE>
<PAGE>

NOTE 4 - EARNINGS PER SHARE

                             For the Year        From Inception
                                Ended                  To
                             May 31, 2000         May 31, 1999
                          --------------------------------------
      Net Loss per share       $(0.02)              $(0.10)



NOTE 4 - LIQUIDITY

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to May 31,
2000 no revenue and a net loss from operations of $244,245.
As of May 31, 2000, the Company had a net capital deficiency
of $46,400.

The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up of its telephone service.  It is not anticipated that
the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future.
Westminster Auto Retailers Inc., does not have a working capital
line of credit with any financial institution.  Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding. See Note 7.


NOTE 6- CONTRIBUTED SERVICES

On December 15, 1997 two of the Company's officers began
rendering services on behalf of the Company at no cost.  A third
officer also rendered services beginning November 3, 1998 for
just over two months.  The fair market value is $2,917 per
officer per month.  Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.

<PAGE>
<PAGE>

NOTE 7- LOAN PAYABLE (EUROPEAN TECHNOLOGY INVESTMENTS LIMITED)

As of May 31, 2000, European Technology Investments Limited has
paid $27,850 of expenses on behalf of Westminster Auto Retailers,
Inc.  European Technology Investments Limited will lend up to
$80,000 to the Company upon request.  The loan is not evidenced
by a note.  The informal agreement calls for no payment of
interest.  The Company intends to repay the loan out of any
fund raising that it may carry out or when the company achieves
sustainable revenue.


NOTE 8 - NON-CASH FINANCIAL TRANSACTIONS

Non-cash financing transactions consisting of the cost of
contributed services, contributed rent and the related additional
paid in capital contributed by shareholders have been included in
expenses and additional paid in capital, respectively, in the
accompanying financial statements.  These are valued at $72,400
and $182,720 for the year ended May 31, 2000 and from December
29, 1995 (inception) to May 31, 2000, respectively.

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

Basil R. Parker       50    President and Director        None
Linden Boyne          49    Secretary-Treasurer
                            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.

Set forth below is certain biographical information regarding the
Company's executive officers and directors:

Linden Boyne joined NSS Newsagents plc in 1973 as a Regional
Manager in charge of 220 stores and was subsequently appointed to
the Board in 1978 and became Retail Managing Director in 1990
with responsibility for 550 branches.  Mr. Boyne resigned from
NSS Newsagents in 1986 when the Group was taken over by Gallahers
for GBP85 million.  Since 1991 he has been Secretary of a number
of companies principally Rosegold Ltd. Shopfittes.  Rosegold
Ltd., Shopfittes, is an entity whose major business is preparing
stores to open for trade and revamping and renovating old stores.
Mr. Boyne is the secretary of Rosegold Ltd., Shopfittes,
Alexander Wolfe, Inc., London Software Industries Inc.,
Westminster Auto Retailers Inc., and Health 421.com, Inc.  The
position of Secretary eentails ensuring that the corporate and
financial records of the Company as well as the board minutes and
statutory returns are kept up to date at all times.

B.R. Parker is the President and a director of the Company. For
the past seven years, he has worked for Rosegold Ltd. Shopfittes
and is currently Managing Director of the company.  Basil Parker
joined NSS Newsagents plc in 1979 and, after being its Area
Supervisor and Area Manage, was appointed to the Marketing
Department in 1984 with responsibility for new projects and
business expansion.  NSS Newsagents was actively moving into
Niche markets and specialist areas at that time.  He also
resigned from the company after it was taken over by Gallahers in
1986.  Since that time, Mr. Boyne has been involved in the
assisting businesses in integrating their reporting and operating
systems.

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Current management was introduced to former management at a
business development seminar on business techniques and
development strategies in October 1998.  They then formed a
relationship agreeing to assist in the further development of the
Company.

There are no agreements or understandings for an officer or
director to resign at the request of another person and none of
the officers or directors are acting on behalf of or will act at
the direction of any other person.

To the 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;
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(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 has not been previously registered.



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 May 31, 2000, 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 May 31,
2000.

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 May 31, 2000, 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
----------------         --------------------            --------

Basil R. Parker                  100                      0.00%
Camberley, United Kingdom     President

Linden Boyne                     100                      0.00%
Surrey, United Kingdom        Secretary

European Technology
Investments Ltd.              500,000                     10.0%
41 Central Chambers,
Dame Court, Dublin 2

General Capital               500,000                     10.0%
375 South End Avenue
New York, New York 10280

Partridge Ventures Ltd.     3,706,400                     74.0%
La Motte Chambers
St. Helier, Jersey
Channel Islands, JE1 1BJ

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L. Wise Investments Ltd.      600,000                     6.0%
168 Church Road
Hove, Sussex UK

Bradwall Limited              500,000                     5.0%
S8 International Business
    Center
Casemates, Main Street
Gibraltar

The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 5,000,000 shares of common stock outstanding on May 31, 1999.

Management of the Company currently devotes approximately twenty
hours per week to the Company's activities.

Management at this stage is not promoting any blank check
entities and therefore there are no conflict of interests or the
possibility of any conflict arising.

The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to any
business transaction or merger.  The Company may issue stock to a
consultant for the payment of such consultant's services however
the Company at this time does not foresee the need or requirement
to utilize or retain a consultant to render services for the
Company.


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
           TRANSACTIONS WITH MANAGEMENT AND OTHERS.

To the best of Management's knowledge, during the fiscal year
ended May 31, 2000, 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 May 31, 2000, 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 May 31, 2000 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.

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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.


Westminster Auto Retailers, Inc.
-------------------------------
(Registrant)
Date: November 3, 2000

By: /s/ B.R. Parker
    -------------------
    President