U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(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 1999
[ ] 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, 1999 were
$10,224. The aggregate market value of the common shares held by
non-affiliates was $4,314,275 as of June 8, 1999.
The number of shares outstanding of the Registrants common stock
no par value was 5,140,100.
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 VideoTalka 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
<PAGE>
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 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.
<PAGE>
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 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, 1997 .000156 .25
July 31, 1997 .000156 .25
October 31, 1997 .000156 .25
January 31, 1998 .000156 .03
March 31, 1998 .000156 .03
June 30, 1998 3.00 3.00
September 30, 1998 3.25 3.25
December 31, 1998 2.50 3.00
March 30, 1999 1.125 1.125
</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 June 8, 1999 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
During the year ended March 31, 1999 the Company had no
activities other than the development of a marketing plan by
management. Losses of $222,607 were due primarily to employee
costs and rental expense ($299 for the previous period). On
June 29, 1998, Registrant agreed with Camelot Corporation at
the request of Registrant, to satisfy the outstanding
Promissory Note payable to Camelot by Registrant in the amount
of $2,000,000 by way of the issuance of $2,000,000 of
Wincroft Non-voting Preferred Stock, Series B. These
<PAGE>
Preferred Shares pay a dividend of 10% when and as declared
by the board of directors and will pay an additional yield
equivalent to 10% of any revenues derived by Registrant on
sales of VideoTalk [tm]. The Preferred Shares also call for
redemption by Registrant in the event VideoTalk is sold.
Registrant requested this action in order to assist in its
fund raising capabilities. Registrant is seeking funds to
pay for working capital and marketing expenditures. As its
investment in VideoTalk is represented by goodwill, Registrant
has written off its VideoTalk investment in its financial
statements, but continues to seek opportunities to utilize the
product.
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 figures from last year are actually
for the eleven months. 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. The
revenues for the period were minor, and consisted of
consulting fees received. Management has focused on
researching and creating a marketing plan for VideoTalk and
continued to gather research as it refined its marketing plan.
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 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.
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 continue to fund
operations by borrowing. The Registrant sold non-marketable
securities for cash in the amount of $32,980 resulting in a
loss on non-marketable securities in the amount of $10,020.
Net cash used by operating activities was $123,102 ($55 in
1998). Net cash provided by investing activities was $27,677
($16,573 in 1998) and by financing activities was $68,656 (nil
in 1998). 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.
<PAGE>
The Registrant has received loans from an entity related to
the President.
The Registrant's present needs for liquidity principally
relates to its employees, facilities costs, marketing
expenses, its obligations for 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. 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.
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. The Company believes that the Year
2000 issue will not pose significant operational problems
for the Company's computer systems and will not have a
material adverse effect on the Company's financial
condition or results of operations.
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.
<PAGE>
Item 7.Financial Statement and Supplementary Data
Independent Auditor's Report
Financial Statements for March 31, 1999 and March 31, 1998
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 sheet of Wincroft,
Inc., as of March 31, 1999, and the related statements of
operations, stockholders' equity (deficit), and cash flows
for the year ended March 31, 1999 and the eleven months ended
April 30, 1998. 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, 1999,
and the results of its operations and its cash flows for the
year ended March 31, 1999 and the eleven months ended March
31, 1998 in conformity with generally accepted accounting
principles.
Larry O'Donnell, CPA, P.C.
November 15, 1999
<PAGE>
WINCROFT, INC.
BALANCE SHEET
<TABLE>
<S> <C>
March 31, 1999
ASSETS
Current assets
Prepaid expenses $ 6,491
Property and equipment
Computer equipment 118,813
Other equipment 62,179
Leasehold improvements 26,370
207,362
Less accumulated depreciation 41,473
165,889
TOTAL ASSETS $ 172,380
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ 10,185
Accounts payable 25,078
Loan payable-related party 68,656
TOTAL LIABILITIES 103,919
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, 1999 10,280
Preferred stock, 25,000,000
Shares authorized $.01
par value; 7,000 issued and
outstanding on March 31, 1999 70
Additional Paid in Capital 1,168,082
Retained earnings (deficit) (1,108,838)
Treasury Stock (7,496,223 shares at cost) (1,133)
TOTAL STOCKHOLDERS' EQUITY 68,461
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 172,380
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
For the year ended Eleven (11) Months ended
March 31, 1999 March 31, 1998
Revenue $ 10,223 $ -0-
Expenses
General and Administrative 222,180 299
Total Expenses 222,180 (299)
Loss from sale of
Securities (10,020)
Income (Loss) Before Provision
for Income Taxes $ (222,607) $ (299)
Provision for Income Taxes -0-
Net Income (Loss) From
Operations $ (222,607) $ (299)
Basic Income (Loss)
Per Share $ (.044) ---
Weighted Average Number of
Shares Outstanding 5,140,100 7,576,522
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the year ended March 31, 1999 and the 11 month period ending
March 31, 1998
<TABLE>
<S> <C> <C> <C> <C>
Preferred Common
Stock Stock
Shares Amount Shares Amount
Balance April 30, 0 0 749,400 1,499
1997
Acquisition of
Meteor Technology 0 0 6,787,998 $ 13,576
Shares
Retirement of 0 0 (7,495,539) (14,991)
Shares for nil
consideration
Adjustment for
100-1 forward 0 0 4,070,241 8,140
stock split
Write off of
accounts and
advances from
affiliates
Acquisition of 5,000 $50 1,028,000 $2,056
VideoTalk
Profit on sale of
securities
acquired from
related party
Net Profits for 11
months ended March 0 0 0 0
31, 1998
Balance March 31, 5,000 $50 5,140,100 10,280
1998
Conversion of note
payable to 2,000 20
preferred stock
Net Profit (Loss)
for
Year Ended March
31, 1999
Balance March 31, 7,000 $70 5,140,100 $10,280
1999
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
For the year ended March 31, 1999 and the 11 month period ending
March 31, 1998
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Additional Retained Treasury Total
Paid-In Earnings Stock Stockholders'
Capital Deficit Amount Equity
Balance April 30, 881,198 (885,932) $(1,133) $ (4,368)
1997
Acquisition of
Meteor Technology (13,576) 0 0 $0
Shares
Retirement of
Shares for nil 14,991 0 0 0
consideration
Adjustment for
100-1 forward (8,140) 0 0 0
stock split
Write off of
accounts and 4,678 4,678
advances from
affiliates
Acquisition of 229,378 0 0 $231,484
VideoTalk
Profit on sale of
securities 59,573 59,573
acquired from
related party
Net Profits for 11
months ended March 0 (299) 0 $(299)
31, 1998
Balance March 31, 1,168,102 (886,231) $(1,133) $291,068
1998
Conversion of note
payable to (20)
preferred stock
Net Profit (Loss)
for (222,607) (222,607)
Year Ended March
31, 1999
Balance March 31, $1,168,082 $(1,108,838) $(1,133) $ 68,461
1999
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
WINCROFT, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
For the year Eleven (11)
ended Months ended
March 31, 1999 March 31,1998
CASH FLOWS FROM OPERATING ACTIVITIES
Income (Loss) from Operations $(222,607) $ (299)
Adjustments to reconcile net income to net cash received from
operation activities:
Depreciation 41,473
Loss from sale of securities 10,020
(Increase) Decrease in:
Prepaid expenses (6,491)
Inventory 29,425
Increase (Decrease) in:
Accounts payable 25,078 244
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (123,102) (55)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Purchase of equipment (5,303)
Proceeds from sale of securities 32,980 16,573
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 27,677 16,573
CASH FLOWS FROM FINANCING RESOURCES
Proceeds from loans payable-related
parties 68,656
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 68,656 ---
INCREASE (DECREASE) IN CASH (26,769) 16,518
BEGINNING CASH BALANCE 16,584 66
ENDING CASH BALANCE $(10,185) $16,584
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 231,484
Promissory note -
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, 1999 and March 31, 1998
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.
The financial statements include the
information for the subsidiary, Wincroft
(UK), Ltd. acquired by the Company during
the period under review for 1 pound.
Wincroft (UK), Ltd. had no operations
before it was acquired Adjustments were
made to eliminate intercompany
transactions and for the conversion of
Wincroft (UK), Ltd.'s numbers from pounds
to US Dollars. The conversion from
British Pounds to US Dollars is based on
US accounting guidelines. The conversion
rate for the balance sheet was based
on the published exchange rate at
March 31, 1999, one pound equals
$1.67650.
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.
<PAGE>
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.
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 number of common
shares issued and outstanding are
5,140,100, no par value at March 31, 1998
(post forward split) and 7,000 $0.01 par
value preferred shares at March 31, 1999.
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.
<PAGE>
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
The Company has incurred approximately
$1,200,000 in net operating losses. The
expiration dates for the net operating
loss carry forwards are from 1998 through
2018. Use of these net operating loss
carry forwards is dependent on future
taxable income. Deferred tax assets of
$350,000 have been offset entirely by a
valuation allowance.
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
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.
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 <PAGE>
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.
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 assets were valued
at Third Planets Publishing, Inc.'s
carring value of tangible assets of
$231,484. This transaction required
shareholder approval which was
forthcoming 18th May, 1998. The note was
converted to preferred stock during the
year ended March 31, 1999.
For and the year ended March 31, 1999 the
eleven (11) months ending March 31, 1998
the Company incurred stock transfer fees
to a Company associated with Mr.
Wettreich, the previous President of the
Company in the amounts of $2,593 and
$814, respectively. During the period
ended March 31, 1998, $4,134 was written
off.
<PAGE>
On June 29, 1998, Registrant agreed with
Camelot Corporation at the request of
Registrant, to satisfy the outstanding
Promissory Note payable to Camelot by
Registrant in the amount of $2,000,000 by
way of the issuance of $2,000,000 of
Wincroft Non-voting Preferred Stock,
Series B. These Preferred Shares pay a
dividend of 10% when and as declared by
the board of directors and will pay an
additional yield equivalent to 10% of any
revenues derived by Registrant on sales
of VideoTalk [tm]. The Preferred Shares
also call for redemption by Registrant in
the event VideoTalk is sold.
Registrant requested this action in
order to assist in its fund raising
capabilities. Registrant is seeking
funds to pay for working capital and
marketing expenditures.
NOTE E: Lease commitment
Wincroft (UK), Ltd. has a lease for
office facilities which has been
classified as an operating lease. The
lease requires annual payments of
approximately $32,500 with ending in
2008. On March 1st, 2003 the payment may
increase based on an inflation index.
During the year ended March 31, 1999 rent
expense of approximately $24,000 was
recorded. Future minimum lease payments
are approximately $32,500 for each of the
five years ending March 31, 2004.
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:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Term
Served Expires
Jason Conway 31 President, May 1998 Next
Treasurer Annual
Director Meeting
Duncan James 39 Director May 1998 Next
Annual
Meeting
Jeffrey Graham 52 Director May 1998 Next
Annual
Meeting
</TABLE>
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.
<PAGE>
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.
<TABLE>
<S> <C> <C>
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash
or Number in Group Which Served
Compensation
-- -- 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.
</TABLE>
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Jason Conway 1,961,600 38.15%
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 1,981,600 (1)(2) 38.15%
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 1,542,000 (3) 30%
34 Monarch Ct.
Lyttleton Road
London England N2ORA
Daniel Wettreich 825,000 (4) 16.05%
6959 Arapaho, Suite 122
Dallas, Texas 75248
</TABLE>
<PAGE>
(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) 700,000 of these shares are owned by Texas
Country Gold Development, Inc. and 125,000 by
Forme Capital, Inc., both of which companies
Mr. Wettreich is a director. Mr. Wettreich has
disclaimed any beneficial interest in these
shares.
Item 12. Certain Relationships and Related Transactions
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.
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.
<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 $814.50
and $9,573, respectively. Such amounts were
written off in the period ended March 31, 1998.
On June 29, 1998, Registrant agreed with Camelot
Corporation at the request of Registrant, to
satisfy the outstanding Promissory Note payable to
Camelot by Registrant in the amount of $2,000,000
by way of the issuance of $2,000,000 of
Wincroft Non-voting Preferred Stock, Series B.
These Preferred Shares pay a dividend of 10%
when and as declared by the board of directors and
will pay an additional yield equivalent to 10% of
any revenues derived by Registrant on sales of
VideoTalk [tm]. The Preferred Shares also call
for redemption by Registrant in the event
VideoTalk is sold.
<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: Wincroft (UK) Limited
Reports on Form 8-K
Report dated May 12, 1998 reporting Item 4.
Report dated June 29, 1998 reporting Item 5
<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: November 15, 1999
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: November 15, 1999
By: /s/ Duncan James
Duncan James, Director
Date: November 15, 1999
By: /s/ Jeffrey Graham
Jeffrey Graham, Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6491
<PP&E> 207362
<DEPRECIATION> 41473
<TOTAL-ASSETS> 172380
<CURRENT-LIABILITIES> 103919
<BONDS> 0
0
70
<COMMON> 10280
<OTHER-SE> 68461
<TOTAL-LIABILITY-AND-EQUITY> 172380
<SALES> 0
<TOTAL-REVENUES> 10223
<CGS> 0
<TOTAL-COSTS> 222180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (10020)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (222607)
<INCOME-TAX> (222607)
<INCOME-CONTINUING> (222607)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (222607)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
