U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
xQuarterly report under Section 13, or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1998
oTransition report under Section 13 or 15 (d) of the Exchange
Act
For the transition period from ___________ to ______________
Commission file number 0-12122
WINCROFT, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-0601802
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Elthorne Gate, 64 High Street, Pinner, Middlesex HA5 5QA
(Address of Principal Executive Offices)
011 44 81 429 7300
(Issuer's Telephone Number, Including Area Code)
2415 Midway Road, Suite 121, Carrollton Texas 75006
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 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 past 90 days.
xYes oNo
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange
Act after the distribution of securities under a plan confirmed by
a court.
oYes oNo
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: 5,140,100 common stock, no par value.
<PAGE>
WINCROFT, INC.
and subsidiary
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Condensed Balance
Sheets 3
Condensed Statements of
Operations 4
Condensed Statements of
Cash Flows 5
Notes to Condensed
Financial Statements
(unaudited) 6
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 6
Part II OTHER INFORMATION 7
<PAGE>
WINCROFT, INC. and subsidiary
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<S> <C> <C>
June 30, 1998 March 31, 1998
(Unaudited) (Audited)
Current Assets:
Cash $ 16,544 $ 16,584
Non-marketable Securities 43,000 43,000
Investment in VideoTalk 7,002,056 7,002,056
Total Assets $7,061,600 $7,061,640
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note Payable $ - $ 2,000,000 Total current
liabilities 2,010.3 2,133.4
Accounts Payable -
Total current liabilities $ - $ 2,000,000
Total liabilities $ - $ 2,000,000
Stockholders' Equity (Deficit):
Common stock no par value,
75,000,000 shares authorized;
5,140,100 and 5,140,100 shares
issued at June 30, 1998 and
March 31, 1998, respectively 10,280 10,280
Preferred Stock 25,000,000
authorized $.01 par value
7,000 and 5,000 issued at
June 30, 1998 and
March 31, 1998, respectively 70 50
Additional paid in capital 7,888,223 5,888,243
Retained Earnings (835,840) (835,800)
Less treasury stock, 7,496,223
shares at cost (1,133) (1,133)
7,061,600 5,061,640
$7,061,600 $ 7,061,640
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30,
<TABLE>
<S> <C> <C>
Restated
1998 1997
Sales $ - $ -
Cost of Sales - -
Gross Profit - -
Operating Expenses:
Administrative expenses (40) (1,732)
Total Operating Expenses (40) (1,732)
Net Income (Loss) $ (40) $ (1,732)
Net Income (Loss) per share* $ * $ *
Weighted Average Number of
Shares outstanding 5,140,100 7,536,600
*less than (.01) per share
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
June 30,
<TABLE>
<S> <C> <C>
Restated
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (40) $ (1,732)
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Depreciation and amortization - -
(Gain) loss on disposal of assets - -
Non cash transactions for services - -
Write-off of Distribution Rights - -
Change in assets and liabilities:
Accounts receivables - -
Inventory - -
Accounts payable and accrued
expenses - 1,688
Net cash used by operating
activities (40) (44)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment - -
Purchases of marketable securities - -
Net cash used by investing activities - -
CASH FLOW FROM FINANCING ACTIVITIES:
Sale of common stock - -
Net cash provided (used) by
financing activities - -
NET INCREASE (DECREASE) IN CASH (40) (44)
CASH AT BEGINNING OF PERIOD 16,588 66
CASH AT END OF PERIOD $ 16,584 $ 22
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ -
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
SCHEDULE OF NONCASH ACTIVITIES
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
June 30,
<TABLE>
<S> <C> <C>
Restated
1998 1997
During the period, Wincroft settled
an outstanding note payable by the
issuance of $2,000,000 of Preferred
Stock. $2,000,000 -
</TABLE>
<PAGE>
WINCROFT, INC. and subsidiary
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The financial statements include the information for the
subsidiary, Wincroft (UK), ltd. acquired by the Company during the
period under review.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. These statements should be read
in conjunction with the audited financial statements and notes
thereto included in the Registrant's annual Form 10-KSB for the
year ended April 30, 1997. The results of the operations for the
three month period ended June 30, 1998 are not necessarily
indicative of the operating results for the fiscal year ending
March 31, 1999.
The consolidated financial statements for the comparative three
months in 1997, included the accounts of the Company and the
majority owned company, Meteor Technology, plc. ("Meteor"). At
the year end, the Company determined that the interest should be
treated as an investment not a pooling of interest thus the
quarterly numbers have been restated to treat the interest as an
investment.
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations
During the period under review the Company acquired a dormant
company, Wincroft,(UK), Ltd., for a nominal amount which is
intended to be its active subsidiary in the United Kingdom. The
Company has changed its fiscal year end from April 30 to March 31
and therefore the three months from last year for comparison are
actually the three month ending July 31. The historic numbers do
not reflect the future activities of the Company and are not
indicative of the operating results for the current financial
period. There were no revenues for the period as management has
focused on creating a marketing plan for VideoTalk. During the
period under review, the Company requested and Camelot agreed to
convert the $2,000,000 note owed to Camelot into preferred shares
of the Company. These shares provide a yield tied to the revenue
of VideoTalk and require redemption should VideoTalk be sold.
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operations
during prior periods by the sale of its majority owned
subsidiaries assets, and by borrowing from its Directors and
companies affiliated with its Directors. Net cash used by
operating activities for the three months was $ 40 ($ 44 in 1997).
Net cash used by investing activities was $ 0 ($0 in 1997) and by
financing activities was $ 0 ($0 in 1997).
The Registrant's present needs for liquidity principally relates
to its obligations for its SEC reporting requirements and the
minimal requirements for record keeping. The Registrant has
limited liquid assets available for its continuing needs. In the
absence of any additional liquid resources, the Registrant will be
faced with cash flow problems.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(1) Articles of Incorporation: Incorporated by
reference to Registration
Statement filed on
Form 10, May 10, 1984;
File No. 0-12122
(2) Bylaws: Incorporated by reference as
immediately above.
(b) Reports on Form 8-K
Report dated June 29, 1998 reporting Item 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
WINCROFT, INC.
(Registrant)
By: /s/ Jason Conway
JASON CONWAY, PRESIDENT
Date: August 11, 1998
