28
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934 (Fee required)
For the fiscal year ended 1998
[ ] Transition report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934 (No fee required)
For the transition period from to
Commission file number 0-12122
WINCROFT, INC.
(Name of Small Business Issuer in Its Charter)
ALEXANDER MARK INVESTMENTS (USA), INC.
(Previous Name )
Colorado 84-0601802
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Elthorne Gate, 64 High Street, Pinner Middlesex, England HA5 5QA
(Address of Principal Executive Offices) (Zip Code)
(011441) 81 429 7319
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange
Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value
(Title of Class)
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.
[x] Yes [ ] No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]
Issuer's revenues for the fiscal year ended March 31, 1998 were
$4,434. The aggregate market value of the common shares held by
non-affiliates was $6,672,712 as of May 20, 1998.
The number of shares outstanding of the Registrants common stock
no par value was 5,140,100 at May 19, 1998.
Documents Incorporated by reference: NONE
<PAGE>
PART 1
Item 1. Business
Wincroft, Inc. ("Registrant" or "the Company") is a technology
company focusing on hardware and software solutions for audio and
video communications over the Internet. Its trading activities
commenced on March 31, 1998 though the acquisition of VideoTalk a
videoconferencing system for the Internet. The acquisition of
VideoTalk was approved at a special meeting of shareholders of
the Company on 18th May 1998 at which time the directors and
management of the Company were changed and Mr. Jason Conway was
appointed Chairman and Chief Executive Officer of the Company.
VideoTalk is a complete hardware and software system which, when
connected to a multimedia PC, enables full duplex video
conferencing over the Internet and over local and wide area
networks. VideoTalk will operate in the background while not
detracting from the PC's ability to run other software programs
simultaneously. It uses a PCI plug and play card that provides
high quality audio and video while achieving extremely low
processing load. VideoTalk does not require a sound card or a
video capture card and allows communication over the Internet
with only a 28.8 kbps modem.
The Company's new management intends to enter into discussions
with PC manufacturers regarding the licensing of VideoTalk for
inclusion with forthcoming platforms, and will market the product
to governmental entities, larger and medium size corporations,
and value-added resellers.
The Company was organized in Colorado in May 1980 as part of a
quasi-reorganization of Colspan Environmental Systems, and has
made several acquisitions and divestments of businesses unrelated
to its present activities.
Acquisition and Divestments History
The Company restructured during 1986 with unrealizable assets
being written off and the name of the Registrant being changed to
Apache Resources Limited. Subsequently, the Company changed its
name to Danzar Investment Group, Inc. and formed, developed and
spun off to its stockholders five public companies, Pathfinder
Data Group, Inc., Phoenix Network, Inc., WorthCorp, Inc., Forme
Capital, Inc., and Whitehorse Oil and Gas Corporation, Inc.
Following these distributions the Company had no investments in
these companies. From 1988 to 1997 the Company had no business
activities. Following a change in the Registrants name to
Alexander Mark Investments (USA), Inc., the Company in May 1997
acquired a controlling interest in a U.K. public company, Meteor
Technology, plc. of which Mr. Daniel Wettreich, the then
President of the Company, was an officer and director. Mr.
Wettreich is also an officer and director of Camelot Corporation
which became the controlling shareholder of the Registrant at
that time. On 20th March, 1998, Camelot Corporation transferred
51% of the outstanding shares in the Company to Forsam Venture
Funding, Inc., a company affiliated with Mr. Wettreich. On 23rd
March, 1998, the Company disposed of its sole asset being its
shareholding in Meteor Technology, plc for $59,573. On 31st
March 1998, the Company entered into an agreement with Third
Planet Publishing, Inc., a wholly owned subsidiary of Camelot
Corporation to purchase at
<PAGE>
Third Planet's historical cost all rights, title and interest to
VideoTalk for $7,002,056 payable by the issuance of common and
preferred shares in the Registrant and a Promissory Note in the
amount of $2,000,000. The purchase was conditional upon
shareholder approval of the transaction and the completion of the
acquisition of the majority of the outstanding stock of the
Registrant by Mr. Jason Conway. These transactions were approved
by shareholders on May 18, 1998 as well as the approval of a 100
for 1 forward stock split to increase the number of shares
outstanding and various amendments to the Articles of
Incorporation amongst other things.
The Company now employs Mr. Conway on a full time basis as
Chairman and Chief Executive Officer.
Item 2. Properties
Registrant leases 300 square feet of office space on a month-to-
month basis for $500 per month at Elthorne Gate, 64 High Street,
Pinner, Middlesex HA5 5QA, England.
Item 3. Legal Proceedings
There are no proceedings to which any director, officer or
affiliate of the Registrant, or any owner of record (or
beneficiary) of more than 5% of any class of voting securities of
the Registrant is a party adverse to the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
On 18th May, 1998, subsequent to the financial period, a
shareholders meeting was held ratifying the appointment of
auditors for the fiscal year ended March 31, 1998, approving the
amendments of the Articles of Incorporation to change the Company
name to Wincroft, Inc., approving a 100 for 1 forward stock split
to increase the number of common shares outstanding without
effecting the stated value of the common shares, approving the
amendment to the Articles of Incorporation to create Preferred
Shares, approving the transfer of control of the Company to Jason
Conway, approving the issuance of common and preferred stock
along with the Promissory Note to acquire the VideoTalk product,
and ratifying all actions of the previous officers and directors
of the Company.
No matters were submitted to a vote of security holders during
the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Registrant's Common Stock, no par value is traded over the
counter (OTC BB:WINN) and the market for the stock has been
relatively inactive. The range of low and high bid quotations
(adjusted for 100 for 1 forward split on 18th May, 1998) for each
calendar quarter period of the Registrant's previous two fiscal
years, as supplied by the "pink sheets" of the National Quotation
<PAGE>
Bureau or the OTC Bulletin Board quotes available on the Internet
are shown below. The quotations reflect interdealer prices,
without retail markup, markdown or commission and do not
necessarily reflect actual transactions. The Company's fiscal
year end was 30th April and was changed to 31st March in 1998.
<TABLE>
<S> <C> <C>
Bid Ask
Quarter Ending
April 30, 1996 .000156 .25
July 31, 1996 .000156 .25
October 31, 1996 .000156 .25
January 31, 1997 .000156 .25
April 30, 1997 .000156 .25
July 31, 1997 .000156 .25
October 31, 1997 .000156 .25
January 31, 1998 .000156 .03
March 31, 1998 .000156 .03
</TABLE>
The Registrant has no outstanding options or warrants for the
purchase of its Common Stock or any outstanding securities that
are convertible into Common Stock, except for those options
described in Item 11.
As of 18th May, 1998 there were approximately 370 shareholders of
record of Registrant's Common Stock.
Registrant has not paid cash dividends on its Common Stock and
does not anticipate paying cash dividends in the foreseeable
future.
Item 6. Management's Discussion and Analysis of Financial
Condition and Result of Operations
On 9th May, 1997, the Company acquired 4,072,798 (post-reverse
split) shares in Meteor Technology, plc ("Meteor") from the
Company's then President Mr. Daniel Wettreich in exchange for
6,787,998 restricted common shares in the Company. At the time
of acquisition such Meteor shares represented 57% of the then
outstanding shares in Meteor, which subsequently were diluted by
additional share issuances by Meteor to approximately 41% of the
issued share capital of Meteor. During the financial year
comprising the eleven (11) months ending March 31, 1998, the
Company's investment in Meteor represented its sole asset, and
the Company has elected to treat such asset as an investment in
its year end financial statements. On 23rd March, 1998, the
Company disposed of its shareholding in Meteor in two
transactions. The Company sold 2,940,000 Meteor shares to Forsam
Venture Funding, Inc., a company affiliated with its then
President Mr. Daniel Wettreich for $43,000 of 8% Preferred Shares
in Forsam Venture Funding, Inc. The balance of the Meteor shares
were sold to Abuja Consultancy, Ltd. for $16,817 cash. The
profit from the sale of these securities was $45,997. Other than
the acquisition and subsequent disposal of the shares in Meteor
the Company had no operations in
<PAGE>
the period ended March 31, 1998. The Company also made a profit
for the period of $4,434 from the write off of an affiliated
advance.
During the year ended April 30, 1997, Registrant had no
operations resulting in a net loss of $-0-.
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operations
during prior periods by borrowings from its Directors and
companies affiliated with its Directors. During the period ended
March 31, 1998, the Registrant issued shares for the acquisition
of Meteor shares which investment was subsequently sold resulting
in an increase in cash of $16,817.
The Registrant's needs for liquidity principally relate to legal
fees and its obligations for its SEC reporting requirements, the
minimal requirements for record keeping and for marketing efforts
for VideoTalk. Registrant will seek to raise funds by way of
private placement of common or preferred shares to provide
working capital and for marketing. Management believes that
license fees received from VideoTalk will generate revenues and
cash flow towards the end of the current financial period.
Registrant has no plans for significant capital expenditures
during the next twelve months. Management believes that cash
provided by financing activities and licensing fees together with
the present level of cash resources available to the Registrant
will be sufficient for its needs over the next twelve months.
There are no known trends demands, commitments or events that
would result in or that is reasonably likely to result in the
Company's equity increasing or decreasing in a material way other
than the potential use of cash resources in the normal course of
business or additional fund raising.
<PAGE>
Item 7. Financial Statement and Supplementary Data
Independent Auditor's Report
Financial Statements for March 31, 1998 and April 30, 1997
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
LARRY O'DONNELL, CPA, P.C.
2280 South Xanadu Way, Suite 370, Aurora, CO 80014
Board of Directors and Shareholders
Wincroft, Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Wincroft, Inc.,
as of March 31, 1998, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the eleven
months ended March 31, 1998 and the year ended April 30, 1997.
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 also 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Wincroft, Inc., as of March 31, 1998, and the results
of its operations and its cash flows for the eleven months ended
March 31, 1998 and the year ended April 30, 1997 in conformity
with generally accepted accounting principles.
Larry O'Donnell, CPA, P.C.
May 21, 1998
<PAGE>
WINCROFT, INC.
BALANCE SHEET
<TABLE>
<S> <C>
March 31, 1998
ASSETS
Cash $ 16,584
Non marketable securities 43,000
Investment in VideoTalk 7,002,056
TOTAL ASSETS $ 7,061,640
LIABILITIES AND STOCKHOLDERS' EQUITY
Loan Note $ 2,000,000
TOTAL LIABILITIES $ 2,000,000
Stockholders' Equity (Deficit):
Common stock; 75,000,000
Shares authorized
No par value; ($0.002 stated value)
5,140,100 issued and
outstanding on March 31, 1998 10,280
Preferred stock, 25,000,000
Shares authorized $.01
par value; 5,000 issued and
outstanding on March 31, 1998 50
Additional Paid in Capital 5,888,243
Retained Earnings (Deficit) (835,800)
Treasury Stock (7,496,223 shares at cost) (1,133)
TOTAL STOCKHOLDERS' EQUITY 5,061,640
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,061,640
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
Eleven (11) Months For the year ended
ended
March 31, 1998 April 30, 1997
Revenue
Revenue $ -0- $ -0-
Accounts and Advances Write-off 4,434 -0-
Total Revenue 4,434 -0-
Expenses
General and Administrative 299 ---
Total Expenses (299) ---
Profit from sale of Securities 45,997 ---
Income (Loss) Before Provision
for Income Taxes $ 50,132 $ ---
Provision for Income Taxes -0- -0-
Net Income (Loss) From
Operations 50,132 ---
Basic Income (Loss) Per Share ---- ---
Weighted Average Number of
Shares Outstanding 7,576,522 37,507,629
</TABLE>
<PAGE>
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the 11 month period ending March 31, 1998 and the years ended April 30, 1997
<TABLE>
<S> <C> <C> <C> <C>
Preferred Common
Stock Stock
Shares Amount Shares Amount
Balance April 30, 1996 0 0 74,940,317 $ 9,481
Net Profit for Year
Ended April 30, 1997 0 0 0 0
Balance April 30, 1997 0 0 749,400 1,499
Acquisition of Meteor
Technology Shares 0 0 6,787,998 $ 13,576
Retirement of Shares
for nil consideration 0 0 (7,495,539) 0
Rounding ($6,851)
Adjustment for 100-1
forward stock split 0 0 4,112,100 8,224
Acquisition of 5,000 $50 1,028,000 $2,056
VideoTalk
Net Profits for 11
months ended March 31, 0 0 0 0
1998
Balance March 31, 1998 5,000 $50 5,140,100 10,280
The accompanying notes are an integral part of these financial statements.
</TABLE>
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the 11 month period ending March 31, 1998 and the years ended April 30, 1997
<TABLE>
<S> <C> <C> <C> <C>
Additional Retained Treasury Total
Paid-In Earnings Stock Stockholders'
Capital Deficit Amount Equity
Balance April 30, 1996 $873,216 $ (885,932) $ (1,133) $ (4,368)
Net Profit for Year
Ended April 30, 1997 0 0 0 0
Balance April 30, 1997 881,198 (885,932) $ (1,133) $ (4,368)
Acquisition of Meteor
Technology Shares 0 0 0 $ 13,576
Retirement of Shares
for nil consideration 0 0 0 0
Rounding 7,095 244
Adjustment for 100-1
forward stock split 0 0 0 0
Acquisition of $4,999,950 0 0 $5,002,056
VideoTalk
Net Profits for 11
months ended March 31, 0 $50,132 0 $50,132
1998
Balance March 31, 1998 5,888,243 (835,800) $ (1,133) $5,061,640
</TABLE>
<PAGE>
WINCROFT, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
Eleven (11) Months For the year ended
ended
March 31, 1998 April 30,1997
CASH FLOWS FROM OPERATING
ACTIVITIES
Income (Loss) from Operations $ 50,132 $ -0-
Adjustments to reconcile net income
to net cash received from
operation activities:
Accounts write off (4,190) -0-
Profit from sale of securities (45,997)
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (55) $ -0-
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES -0-
Proceeds from sale of securities 16,573 ---
CASH FLOWS FROM FINANCING
RESOURCES --- ---
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES --- $ ---
INCREASE (DECREASE) IN CASH 16,518 ---
BEGINNING CASH BALANCE 66 66
ENDING CASH BALANCE 16,584 66
Schedule of Noncash Investing and Financing Activities for the
eleven months ended March 31, 1998
Common Stock issued to acquire investment $13,576
Acquisition of VideoTalk through issuance of:
Common and preferred stock 5,002,056
Promissory note 2,000,000
Sale of investment for nonmarketable securities 43,000
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1998 and April 30, 1997
NOTE A: Summary of Significant Accounting Policies
Organization and Principles of Consolidation
The Company was organized in May, 1980, as
part of a quasi-reorganization of Colspan
Environmental Systems. At present, the Company
has no subsidiaries and is operating at a
reduced level. On 18th May, 1998, the
Registrant held a shareholders meeting, at
which the shareholders approved resolutions to
ratify the appointment of auditors for the
fiscal year ended March 31, 1998, to amend the
Articles of Incorporation to change the
Company's name to Wincroft, Inc., approved a
100 for 1 forward stock split to increase the
number of shares outstanding without effecting
the stated value of the common shares,
approved the amendment to the Articles of
Incorporation to create Preferred Shares,
approved the transfer of control of the
Company to Jason Conway, approved the issuance
of common and preferred stock along with a
Promissory Note to acquire the VideoTalk
product, and ratified all previous actions of
the officers and directors of the Company.
The financial statements reflect the VideoTalk
transaction as unconditional.
Basic Earnings per Common Share
Effective December 15, 1997, the Registrant
adopted FAS128 regarding the earnings per share
calculations. The statement requires the
replacement of primary earnings per share with
basic earnings per share ("EPS"). Basic EPS is
computed by dividing income available to common
stockholders by the weighted-average number of
common shares outstanding during the period. A
diluted earnings per share is also presented
which is computed by increasing the average
number of common shares outstanding by the
number of additional shares that would be
outstanding if the options outstanding had been
exercised.
Property and Equipment
Property and equipment are carried at cost.
Major additions and betterments are
capitalized, whole replacements and
maintenance and repairs which do not improve
or extend the life of the respective assets
are expensed. When the property is retired or
otherwise disposed of,
<PAGE>
the related costs and accumulated depreciation
are removed from the accounts and any gain or
loss is reflected in operations.
Depreciation of equipment is provided on the
straight-line method over an estimated useful
life of five years.
Capital Stock
The number of shares authorized are 75,000,000
common and 25,000,000 preferred as of May 19,
1998. The number of common shares issued and
outstanding are 5,140,100, no par value at
March 31, 1998 (post forward split) and 5,000
$0.01 par value preferred shares as a result
of the shareholders approval at the meeting
held May 18, 1998.
The holders of the Company's stock are
entitled to receive dividends at such time and
in such amounts as may be determined by the
Company's Board of Directors. All shares of
the Company's Common Stock have equal voting
rights, each share being entitled to one vote
per share for the election of directors and
for all other purposes. All shares of the
Company's Preferred Stock have a preference
over the Common Stock in the event of
liquidation or similar action. The Board of
Directors of the Company are authorized to
create series of Preferred Shares designating
the rights as a result of the amendments
approved by the shareholders at the meeting
held May 18, 1998. The preferred shares have
no voting rights.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect reported
amount of assets and liabilities and
disclosure of contingent assets and
liabilities at the date of the financial
statements and the reported amounts of
revenues and expenses during the reporting
period. Actual results differ from the
estimates.
NOTE B: Income Taxes
From inception through March 31, 1998, the
Company has incurred approximately $881,797 in
net operating losses. Although realization of
the tax benefits of these net operating losses
is not assured, recognition has been given to
the current tax benefits; no taxes have been
accrued. The expiration dates for the net
operating loss carry
<PAGE>
forwards are from 1998 through 2004. Use of
these net operating loss carry forwards is
dependent on future taxable income.
The income tax expense for the eleven months
ended March 31, 1998 has been reduced by
$7,500 by utilizing net operating loss
carryovers.
NOTE C: Stock Options
On May 18, 1998, two directors of the Company
were granted stock options to purchase up to
10,000 each of newly issued shares of the
Company at a price of $3.00 per share,
expiring no earlier than ten years from the
date of grant.
NOTE D: Related Party Transactions
On May 15, 1997, the then President of the
Company, Daniel Wettreich subscribed for
6,787,998 common shares and on May 20, 1997 he
exchanged 6,029,921 of those shares for common
shares in Adina, Inc. Adina exchanged those
shares for Preferred shares in Camelot
Corporation which then had control of the
Registrant. On 20th March, 1998, Camelot
transferred 51% of the then outstanding shares
in the Registrant to Forsam Venture Funding,
Inc. Mr. Wettreich is an officer and director
of Camelot, Adina and Forsam. On March 31,
1998 Forsam Venture Funding, Inc. surrendered
7,495,539 shares to the Company for the
treasury and they are no longer outstanding.
The Company did not pay Forsam Venture
Funding, Inc. any compensation for the
surrendering of the shares. The 6,686,998
shares subscribed by Daniel Wettreich on May
15, 1997 were exchanged for shares he owned of
Meteor Technology, plc ("Meteor"). The
investment in Meteor was valued at $13,576
which equaled the stated value of the
subscribed shares. The Company's holding in
Meteor was sold on March 23rd, 1998 for
$59,573 resulting in a gain of $45,997.
Because the Company's holding in Meteor was
temporary, the results of Meteor's operations
were not recognized or disclosed in the
Company's financial statements.
On March 31, 1998, Forsam Venture Funding,
Inc. entered into a conditional contract to
sell all its Shares in Registrant to Mr. Jason
Conway for an undisclosed sum. On 18th May,
1998 with the shareholders approval, the
conditional contract closed, Mr. Daniel
Wettreich resigned as a director and officer
of Registrant as did all the other directors
and officers, and Mr. Conway was appointed a
director, and Chief Executive Officer of
Registrant.
<PAGE>
On March 31, 1998, Registrant entered into a
conditional agreement with Third Planet
Publishing, Inc., a wholly owned subsidiary of
Camelot Corporation to acquire the VideoTalk
product for Third Planet Publishing, Inc.'s
cost of $7,002,056 payable by way of the
issuance of common stock, preferred stock and
a Promissory Note. This transaction required
shareholder approval which was forthcoming
18th May, 1998. The note bears interest at
10% and is due March 31, 2003.
For the eleven (11) months ending March 31,
1998 and the year ended 30th April, 1997 the
Company incurred stock transfer fees to a
Company associated with Mr. Wettreich, the
previous President of the Company in the
amounts of $814 and $9,573, respectively.
Such amounts were written off in the period
ended March 31, 1998.
During the year ending 30th April, 1995 a
Company associated with Mr. Wettreich the
previous President of the Company, advanced
$300 to the Company, and such amount was
written off during the period ending March 31,
1998.
Item 8. Disagreements on Accounting and Financial
Disclosures
A Form 8-k dated May 12, 1998 was filed to
report a change in accountants. There has not
been a filing to report a disagreement on any
matter of accounting principle or financial
statement disclosure, within 24 months of the
date of the most recent statements.
<PAGE>
PART III
Item 9. Directors and Executive Officers of the
Registrant
The following persons serve as Directors and/or
Officers of the Registrant:
Name Age Position Period Served Term
Expires
Jason Conway 30 President, May 1998 Next
Treasurer Annual
Director Meeting
Duncan James 38 Director May 1998 Next
Annual
Meeting
<PAGE>
Jeffrey Graham 51 Director May 1998 Next
Annual
Meeting
Jason Conway
Jason Conway is a Director, Chairman and Chief
Executive Officer of the Company since May 1998. He
was a Director of Meteor Technology plc a U.K. software
and telecommunications public company from 1996 to
March 1998 where he was responsible for the worldwide
marketing of computer videoconferencing and Internet
software. He was previously from 1989 an executive
with National Car Parks, the largest car park company
in the UK culminating in his appointment as a Regional
Director in 1995. He is a Chartered Surveyor and has a
Bachelor of Science in Estate Management from South
Bank University in London.
Duncan F. James
Duncan F. James is a Director of the Company since May
1998. He is the principal of Duncan James Computer
Consultants, an independent computer systems
consultancy business since March 1998. Previously he
was Manager of Technology for DigiPhone International
Limited since October 1996. He was a Lecturer in
Computer Science and Communications with Middlesex
University, London, England from October 1994 and
previously he was Operations Manager for Ahead of Our
Time Records Limited an independent record label. He
has a Bachelor of Science in Applied Computing from
Middlesex University in the U.K.
Jeffrey M. Graham
Jeffrey M. Graham is a Director of the Company since
May 1998. He is Principal of Hadley & Co, a firm of
Chartered Accountants in London, England that he
founded in 1993. From 1985-1991 he was Senior
Executive Director responsible for Finance &
Administration at Sumitomo Finance International, the
UK based global investment banking and capital markets
subsidiary of The Sumitomo Bank of Japan. From 1979-
85 he was Chief Accountant then Operations Manager at
Sumitomo Finance. Previously from 1976 he was UK
Financial Controller for Carrier Corporation. From
1972-76 he was a Senior Corporate Finance Executive at
Keyser Ullmann, the investment banking house now part
of Charterhouse Bank, having previously worked for
Price Waterhouse, London as an auditor. He holds a
Bachelor of Science in Economics from University
College London, qualified as a Chartered Accountant in
1970, and has been a Fellow of the Institute of
Chartered Accountants in England and Wales since 1979.
<PAGE>
Item 10. Executive Compensation
The following table lists all cash compensation paid to
Registrant's executive officers as a group for services
rendered in all capacities during the fiscal period
ended March 31, 1998. No individual officer received
compensation exceeding $100,000; no bonuses were
granted to any officer, nor was any compensation
deferred.
CASH COMPENSATION TABLE
<TABLE>
<S> <C> <C>
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
-- -- NONE
</TABLE>
Directors of the Registrant receive no salary for their
services as such, but are reimbursed for reasonable
expenses incurred in attending meetings of the Board of
Directors.
Registrant has no compensatory plans or arrangements
whereby any executive officer would receive payments
from the Registrant or a third party upon his
resignation, retirement or termination of employment,
or from a change in control of Registrant or a change
in the officer's responsibilities following a change in
control.
Duncan James and Jeffrey Graham, directors have been
granted 10,000 ten year options each to acquire shares
at an exercise price of $3 per share.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table shows the amount of common stock,
no par value, ($.002 stated value), owned as of May 18,
1998, by each person known to own beneficially more
than five percent (5%) of the outstanding common stock
of the Registrant, by each director, and by all
officers and directors as a group (3 persons). Each
individual has sole voting power and sole investment
power with respect to the shares beneficially owned.
<PAGE>
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Jason Conway 2,000,000 38.9%
Elthorne Gate, 64 High Street
Pinner, Middlesex HA5 5QA,England
Duncan James 10,000 (1) 0.0%
34 Charteris Road, Finsbury Park,
Islington, London N4 3AB, England
Jeffrey Graham 10,000 (2) 0.0%
69 Cat Hill
Barnet, Herts, EN4 8HP, England
All Officers and Directors as 2,020,000 (1)(2) 38.9%
a group (3 persons) (1)(2)
Abuja Consultancy, Ltd. 600,000 11.67%
Oceanic House
P.O. Box 107
Duke Street
Grand Turk
Turks & Caicos Islands
Mick Y. Wettreich 1,500,000 (3) 29.18%
34 Monarch Ct.
Lyttleton Road
London England N2ORA
Third Planet Publishing, Inc. 1,028,000 19.99%
2415 Midway Road
Suite 121
Carrollton, Texas 75006
(1) Includes 10,000 options granted to Duncan James,
which options are not exercised.
(2) Includes 10,000 options granted to Jeffrey Graham,
which options are not exercised.
(3) Includes 600,000 shares owned by Abuja
Consultancy, Ltd. which is affiliated with Mick Y.
Wettreich.
<PAGE>
Item 12. Certain Relationships and Related Transactions
On May 15, 1997, the former President of the Company, Daniel
Wettreich, subscribed for 6,787,998 restricted common shares
of the Registrant in exchange for 40,727,988 ordinary shares
of Meteor Technology, plc a UK public company.
Subsequently, 6,029,921 of the restricted shares were
exchanged by Mr. Wettreich for restricted common shares in
Adina, Inc. Adina then subscribed for 53,811,780 Preferred
Shares, Series J of Camelot Corporation paying for them with
6,029,921 common shares of the Registrant.
On 20th March, 1998, Camelot transferred 51% of the then
outstanding shares in the Registrant to Forsam Venture
Funding, Inc. Mr. Wettreich is an officer and director of
Camelot, Adina and Forsam. On March 31, 1998 Forsam Venture
Funding, Inc. surrendered 7,495,539 shares to the Company
for the treasury and they are no longer outstanding. The
Company did not pay Forsam Venture Funding, Inc. any
compensation for the surrendering of the shares.
On March 31, 1998, Forsam Venture Funding, Inc. entered into
a conditional contract to sell all its Shares in Registrant
to Mr. Jason Conway for an undisclosed sum. On 18th May,
1998 with the shareholders approval, the conditional
contract closed, Mr. Daniel Wettreich resigned as a director
and officer of Registrant as did all the other directors and
officers, and Mr. Conway was appointed a director, and Chief
Executive Officer of Registrant.
On March 31, 1998, Registrant entered into a conditional
agreement with Third Planet Publishing, Inc., a wholly owned
subsidiary of Camelot Corporation to acquire the VideoTalk
product for Third Planet Publishing, Inc.'s cost of
$7,002,056 payable by way of the issuance of common stock,
preferred stock and a Promissory Note. This transaction
required shareholder approval which was forthcoming 18th
May, 1998. The note bears interest at 10% and is due March
31, 2003.
For the eleven (11) months ending March 31, 1998 and the
year ended 30th April, 1997 the Company incurred stock
transfer fees to a Company associated with Mr. Wettreich,
the previous President of the Company in the amounts of
$814.50 and $9,573, respectively. Such amounts were written
off in the period ended March 31, 1998.
During the year ending 30th April, 1995 a Company associated
with Mr. Wettreich the previous President of the Company,
advanced$300 to the Company, and such amount was written off
during the period ending March 31, 1998.
<PAGE>
PART IV
Item 13. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
The following financial statements are included in Part
II, Item 8 of this report for the period ended March
31, 1998:
Balance Sheets
Statements of Operations
Statements of Changes in Shareholders' Equity
Statements of Cash Flows
Notes to Financial Statements
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and have therefore
been omitted.
Exhibits included herein:
3(a) Articles of
Incorporation: Incorporated by reference to Registration
Statement filed on Form 10, May 10, 1984;
File No. 0-12122
3(b) Bylaws: Incorporated by Reference as immediately above
22(a) Subsidiaries: NONE
Reports on Form 8-K
Report dated May 15, 1997 reporting Item 2 and 7 and amendments.
Report dated May 20, 1997 reporting Item 2 and 7 and amendments.
Report dated May 12, 1998 reporting Item 4.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WINCROFT, INC.
(Registrant)
By: /s/ Jason Conway
Jason Conway, Chairman, Chief Executive Officer,
and President
Date: May 26, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
By: /s/ Jason Conway
Jason Conway, Director; Chairman and
Chief Executive Officer, and President,
(principal executive officer); Treasurer
(principal financial and accounting
officer)
Date: May 26, 1998
By: /s/ Duncan James
Duncan James, Director
Date: May 26, 1998
By: /s/ Jeffrey Graham
Jeffrey Graham, Director
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000726435
<NAME> WINCROFT, INC.
<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 16584
<SECURITIES> 43000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7061640
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7061640
<CURRENT-LIABILITIES> 2000000
<BONDS> 0
0
50
<COMMON> 10280
<OTHER-SE> 5051310
<TOTAL-LIABILITY-AND-EQUITY> 7061640
<SALES> 4434
<TOTAL-REVENUES> 4434
<CGS> 299
<TOTAL-COSTS> 299
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 50132
<INCOME-TAX> 50132
<INCOME-CONTINUING> 50132
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50132
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
