26
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 Eleven Months ended March 31, 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
$0. 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. Full duplex video conferencing is the
ability to have a video conference where both parties can
simultaneously make comments and hear the other person( people)
on the video conference. Local and wide area networks are a
combination of computers connected by data lines either within a
small area such as an office (local) or across the Internet
(wide). 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. PCI Plug and Play card is a computer accessory
which when plugged into the motherboard of the computer is
recognized and installed for use by the computer itself.
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.
Though, the Company's new management intends to enter into
discussions with PC manufacturers regarding the licensing of
VideoTalk for inclusion with forthcoming platforms, (Platforms
are the type of system which runs a computer such as a Macintosh
or PC) and will market the product to governmental entities,
larger and medium size corporations, and value-added resellers,
it has no sales or licensing revenues from VideoTalk at this
time. Management has begun sending inquiries to potential
purchasers or licensors but to date does not have any agreements.
Management is unable to determine the level of future revenues ,
if any, from these activities.
The Company was organized in Colorado in May 1980 as 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, in 1988, 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., a company which provided databases
listing replacement values of lost consumer goods to insurance
companies, Phoenix Network, Inc., a reseller of long distance
telephone services, WorthCorp, Inc., a company seeking to
install monitors on the back of airline seats, Forme Capital,
Inc., a financial services company, and Whitehorse Oil and Gas
Corporation, Inc., an oil and gas company. Following these
distributions the Company had no investments in these companies.
From 1988 to 1997 the Company had no business activities and
looked for acquisition or merger candidates. The Registrants name
was changed to Alexander Mark Investments (USA), Inc., in
December 1996 and it became a holding company in May 1997 when it
acquired a controlling interest in a U.K. public company, Meteor
Technology, plc. ("Meteor") of which Mr. Daniel Wettreich, the
then President of the Company, was an officer and director. The
Company had no other operations and its sole asset was its
shareholding in Meteor. Meteor operations consisted of leased
pay telephones in the United Kingdom and licensing of Digiphone
an Internet telephony software product. 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., ("Forsam") a private investment company of which Mr.
Wettreich is also an officer and director. On 23rd March, 1998,
the Company disposed of its sole asset being its shareholding in
Meteor Technology, plc for $59,573 for a profit of $45,997. This
disposal established the Company as in inactive Company with no
business activity. On 31st March 1998, Forsam surrendered
7,495,539 common shares to the Company for the treasury for no
compensation, and entered into a conditional contract to sell all
its remaining shares in Registrant to Mr. Jason Conway for an
undisclosed sum. Also 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 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 VideoTalk purchase was conditional
upon shareholder approval of the transaction, change of the
Company name to Wincroft, Inc. to reflect a change in the
company's activities, 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 approval of the increase of the number of outstanding shares
was a requirement of the transaction whereby Mr. Conway acquired
control of the Company. The Company hopes to one day list on an
exchange and the 100 for 1 forward stock split was intended to
result in a capital structure to enable it to list on an
exchange. There are numerous other listing requirements that the
Company may or may not be able to satisfy in order to list the
Company stock on an exchange. See also Item 4. Submission of
Matters to a Vote of Security Holders; Item 6. Management's
Discussion and Analysis of Financial Condition and Results of
Operations; Item 11. Security Ownership of Certain Beneficial
Owners and Management; and Item 12. Certain Relationships and
Related Transactions.
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 average trading volume over the
last three fiscal year was less than 100 shares a day with many
days having no trades. 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 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 previous fiscal year end was 30th April and was
changed to 31st March in 1998.
<PAGE>
<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 of which Mr. Daniel Wettreich
is the President, 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 the period ended March 31, 1998. The
Company during the last quarter entered into discussions which
culminated in an agreement to change control of the company and
the Company acquiring a new asset. The shareholders approved
these transactions at a shareholders meeting held May 18, 1998.
See Item 4. Submission of Matters to a Vote of Security
Holders and Item 1. Business.
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. There can be no
assurance that the Company will be able to borrow from directors
or affiliated companies to meet any future shortfall in
funds. 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>
Year 2000 Readiness Disclosure
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The issue is whether computer systems will properly
recognize date-sensitive information when the year changes to
2000. Management is currently assessing the year 2000 compliance
issue. The Company will expend necessary resources to assure
that its computer systems are reprogrammed in time to deal
effectively with transactions in the year 2000 and beyond. The
Company presently believes that, with modifications to existing
software and conversions to new software, the Year 2000 issue
will not pose significant operational problems for the Company's
computer systems as so modified, converted or replaced. The
Company also believes that the cost of conversion, modification
or replacement will not have a material adverse effect on the
Company's financial condition or results of operations. However,
if such modifications and conversions are not completed timely or
third parties on which the Company relies are unable to address
this issue in a timely manner, the Year 2000 issue may have a
material impact on the operations of the Company.
The Company believes that since the VideoTalk software is not
date dependent there should be no Year 2000 problems. Any
contracts to be entered into for suppliers of distributors of the
VideoTalk software, should an agreement be reached, would require
Year 2000 certifications to ensure Year 2000 compliance by those
entities.
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>
<PAGE>
WINCROFT, INC.
BALANCE SHEET
<TABLE>
<S> <C>
March 31, 1998
ASSETS
Current Assets
Cash $16,584
Non marketable securities 43,000
Inventory 29,425
Total $89,009
Property and equipment
Leasehold improvements 47,012
Computer equipment 181,968
Other 99,042
Less accumulated depreciation (125,963)
Total $202,059
Software, patents and intellectual property 6,770,572
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 5,938,674
Retained Earnings (Deficit) (886,231)
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 ended For the year ended
March 31, 1998 April 30, 1997
Revenue
Revenue $ -0- $ -0-
Total Revenue -0- -0-
Expenses
General and Administrative 299 ---
Total Expenses (299) ---
Income (Loss) Before Provision
for Income Taxes $ (299) $ ---
Provision for Income Taxes -0- -0-
Net Income (Loss) From
Operations (299) ---
Basic Income (Loss) Per Share ---- ---
Weighted Average Number of
Shares Outstanding 7,576,522 74,940,000
</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
Adjustment for 1-100 reverse (74,190,917) (7,982)
stock split
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
Write off of accounts and
advances of affiliates
Rounding ($6,851)
Adjustment for 100-1 forward
stock split 0 0 4,070,241
Acquisition of VideoTalk 5,000 $50 1,028,000 $2,056
Profit on sale of securities
acquired from related parties
Net Profits for 11 months
ended March 31, 1998 0 0 0 0
Balance March 31, 1998 5,000 $50 5,140,100 10,280
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (continued)
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
Adjustment for 1-100 reverse 7,982 0
stock split
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
Write off of accounts and 4,434 4,434
advances of affiliates
Rounding 7,095 244
Adjustment for 100-1 forward
stock split 0 0 0 0
Acquisition of VideoTalk $4,999,950 0 0 $5,002,056
Profit on sale of securities 45,997 45,997
acquired from related parties
Net Profits for 11 months ended
March 31, 1998 0 ($299) 0 ($299)
Balance March 31, 1998 5,988674 (886,231) $ (1,133) $5,061,640
</TABLE>
<PAGE>
WINCROFT, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
Eleven (11) Months ended For the
year ended
March 31, 1998 April 30,
1997
CASH FLOWS FROM OPERATING
ACTIVITIES
Income (Loss) from Operations $ (299) $ -0-
Adjustments to reconcile net income
to net cash received from
operation activities:
Decrease in accounts payable 244
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 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, 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.
<PAGE>
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.
Non marketable Securities
Non marketable securities are carried at
cost. A decline in estimated value below
cost that is not deemed to be temporary
will be charged to operations with a cost
established.
Development Stage Company
The Company has not commenced planned pr
inciple operations and is a development
stage company. Since the Company
acquired VideoTalk on March 31,
1998, there were no operations or deficit
accumulated during the development stage.
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 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.
<PAGE>
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. In
order to reduce the amount of outstanding
shares , 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
net book value of the subscribed shares.
Mr. Conway was a director of Meteor. 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.
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.
<PAGE>
NOTE E: Non Marketable Securities
On March 23, 1998, the Company acquired 8%
preferred shares of Forsam Venture Funding,
Inc. for 2,940,000 shares of Meteor.
As discussed in Note D, Daniel Wettreich is an
officer and director of Forsam.
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.
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
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.
<PAGE>
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.
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
Name of Individual Capacities in
Cash
or Number in Group Which Served
Compensation
Jason Conway CEO None
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 $3 per
share.
<PAGE>
Item 11. Security Ownership of Certain
Beneficial Owners and Management
The following table shows the amount of common
stock, no par value, ($.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(3) 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(4) 19.99%
2415 Midway Road
Suite 121
Carrollton, Texas 75006
</TABLE>
(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.
(4) Daniel Wettreich is a director of Third Planet
Publishing Inc. Mick Y. Wettreich and Daniel Wettreich are
brothers.
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.
<PAGE>
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. As a condition of the closing Mr.
Wettreich was required to resign and was therefore not
an affiliate.
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. The note bears interest at 10% and is
due March 31, 2003. This transaction required
shareholder approval and the consummation of the change
of control of the Company to Mr. Conway, which was
forthcoming 18th May, 1998 . At the time of the
closing of the Video Talk purchase Mr. Wettreich was
not an affiliate of the Company.
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 i
mmediately 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> <S> <C>
<ARTICLE> 5
<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> 29425
<CURRENT-ASSETS> 7061640
<PP&E> 328022
<DEPRECIATION> 125963
<TOTAL-ASSETS> 7061640
<CURRENT-LIABILITIES> 2000000
<BONDS> 0
0
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<COMMON> 10280
<OTHER-SE> 5051310
<TOTAL-LIABILITY-AND-EQUITY> 7061640
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 299
<TOTAL-COSTS> 299
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (299)
<INCOME-TAX> (299)
<INCOME-CONTINUING> (299)
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