U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
Amendment No. 3
(Mark One)
xQuarterly report under Section 13, or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1998
oTransition report under Section 13 or 15 (d) of the Exchange
Act
For the transition period from ________________ to
_________________
Commission file number 0-12122
WINCROFT, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-0601802
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Elthorne Gate, 64 High Street, Pinner, Middlesex HA5 5QA
(Address of Principal Executive Offices)
011 44 81 429 7300
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for past 90 days.
xYes oNo
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
oYes oNo
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
5,140,100 common stock, no par value.
1
<PAGE> WINCROFT, INC.
and subsidiary
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Consolidated Balance
Sheets 3
Consolidated Statements of
Operations 4
Consolidated Statements of
Cash Flows 5
Notes to Consolidated
Financial Statements
(unaudited) 6
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 6
Part II OTHER INFORMATION 7
<PAGE>
WINCROFT, INC. and subsidiary
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<S>
<C> <C>
September 30,1998 March 31, 1998
(Unaudited) (Audited)
Current Assets:
Cash $ 24,043 $ 16,584
Loan Receivable 10,988 -
Prepaids 3,944 -
Inventory 29,425 29,425
Non-marketable securities - 43,000
Total current assets 68,400 89,009
Property and equipment
Leasehold improvements 26,370 26,370
Computer equipment 113,510 113,510
Other 62,179 62,179
Total $ 202,059 $ 202,059
Total Assets $ 270,459 $ 291,068
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 4,064 -
Taxes Payable 460 -
Total current liabilities $ 4,524 $ -
Total liabilities $ 4,524 $ -
Stockholders' Equity (Deficit):
Common stock no par value,
75,000,000 shares authorized;
5,140,100 and 5,140,100
shares issued at September 30,
1998 and March 31, 1998,
respectively 10,280 10,280
Preferred Stock 25,000,000 authorized
$.01 par value 5,000 and 5,000
issued at September 30, 1998 and
March 31, 1998, respectively 50 50
Additional paid in capital 1,181,678 1,181,678
Retained Earnings (924,940) (899,807)
Less treasury stock, 7,496,223
shares at cost (1,133) (1,133)
265,935 291,068
$ 270,459 $ 291,068
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended Development Stage
September 30, September 30, March 31, 1998
to
September 30, 1998
1997 1997
1998 Restated 1998 Restated
Revenue $10,224 $ - $10,224 $ - 10,224
Cost of Revenue - - - - -
Gross Profit - - - - -
Operating Expenses:
Administrative expenses (18,750) - (22,751) (1,732) (18,750)
Total Operating Expenses (18,750) - (22,751) (1,732) (18,750)
Realized Loss on Sale of
Securities (10,020) - (10,020) - (10,020)
Net Income (Loss) (18,546) (22,547) (1,732) (18,546)
Net Income (Loss) per share* * * * * *
Weighted Average Number of 5,140,1007,536,600 5,140,100 7,536,600 5,140,10
Shares outstanding
*less than (.01) per share
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C> <C>
Six Months Ended
September 30,
Development Stage
1997 March 31,1998 to
1998 Restated September 30,1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (22,547) $(1,732) $(22,547)
Adjustments to reconcile net
income (loss) to net cash from
operating activities:
Depreciation and amortization - -
(Gain) loss on disposal of assets 10,020 10,020
Foreign Currency 389 389
Change in assets and liabilities:
Accounts receivables and Prepaids (3,944) (3,944)
Taxes 460 460
Accounts payable and accrued
expenses 4,064 1,688 4,064
Net cash used by operating
activities (11,562) (44) (11,562)
CASH FLOW FROM INVESTING ACTIVITIES:
Loan Receivable (10,988) (10,988)
Purchases of property and equipment (2,975) (2,975)
Sales or Purchases of marketable
securities 32,980 32,980
Net cash used by investing
activities 19,017 19,017
CASH FLOW FROM FINANCING ACTIVITIES:
Net cash provided (used) by
financing activities -
NET INCREASE (DECREASE) IN CASH 7,455 (44) 7,455
CASH AT BEGINNING OF PERIOD 16,588 66 16,588
CASH AT END OF PERIOD $24,043 $ 22 $24,043
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ -
SCHEDULE OF NON CASH INVESTING AND FINANCIAL ACTIVITIES:
Loan Payable by the issuance of
Preferred Stock $2,000,000
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC. and subsidiary
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The financial statements include the information for the
subsidiary, Wincroft (UK), Ltd. acquired by the Company during the
period under review.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. These statements should be read
in conjunction with the audited financial statements and notes
thereto included in the Registrant's annual Form 10-KSB for the
eleven months ended March 31, 1998. The results of the operations
for the six month period ended September 30, 1998 are not
necessarily indicative of the operating results for the fiscal
year ending March 31, 1999.
The consolidated financial statements for the comparative six
months in 1997, included the accounts of the Company and the
majority owned company, Meteor Technology, plc. (_Meteor_). At
the year end, the Company determined that the interest should be
treated as an investment not a pooling of interest thus the
quarterly numbers have been restated to treat the interest as an
investment.
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
September 30, 1998 and March 30, 1998, one pound equals $1.70 and
$1.70, respectively. The conversion used for the statement of
operations was based on an average exchange rate for the six
months ended September 30, 1998 and September 30, 1997. This
conversion rate was one pound equals $1.70 for period ended March
30, 1998 and $1.7 for period ended September 30, 1998.
The revenue consisted of computer consulting fees. The loan
receivable consisted of $1,809 to the wife of the President and
$9,180 to an unrelated party. Both unsecured loans carried an
interest rate of 6% and are due on demand. Subsequent to the
period under review the loans have been repaid.
Item 2.Management Discussion and Analysis of Financial Condition
and Results of Operations
During the period under review the Company acquired a dormant
company, Wincroft,(UK), Ltd., for a nominal amount which is
intended to be its active subsidiary in the United Kingdom. The
Company has changed its fiscal year end from April 30 to March 31
and therefore the figures from last year are actually the six
month ending October 31. The historic numbers do not reflect the
future activities of the Company and are not indicative of the
operating results for the current financial period. The revenues
for the period were minor, and consisted of consulting fees
received, as management has focused on researching and creating a
marketing plan for VideoTalk. During the period under review, the
Company requested and Camelot agreed to convert the $2,000,000
note owed to Camelot into preferred shares of the Company. These
shares provide a yield tied to the revenue of VideoTalk and
require redemption should VideoTalk be sold.
<PAGE>
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operations
during prior periods by the sale of its majority owned
subsidiaries assets, and by borrowing from its Directors and
companies affiliated with its Directors. 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 for the six months was
$11,562 ($ 44 in 1997). Net cash provided by investing activities
was $19,017 ($0 in 1997) and by financing activities was $0 ($0 in
1997).
The Registrant's present needs for liquidity principally relates
to its employee and 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.
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.
<PAGE>
PART II - OTHER INFORMATION
Item 6.Exhibits and Reports on Form 8-K.
(a) Exhibits:
(1) Articles of Incorporation: Incorporated by
reference to
Registration Statement filed
on Form 10, May 10, 1984;
File No. 0-12122
(2) Bylaws: Incorporated by reference as
immediately above.
(b) Reports on Form 8-K
Report dated June 29, 1998 reporting Item 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
WINCROFT, INC.
(Registrant)
By: /s/ Jason Conway
JASON CONWAY, PRESIDENT
Date: February 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> SEP-30-1998
<CASH> 24043
<SECURITIES> 0
<RECEIVABLES> 10988
<ALLOWANCES> 0
<INVENTORY> 29425
<CURRENT-ASSETS> 68400
<PP&E> 202059
<DEPRECIATION> 0
<TOTAL-ASSETS> 270459
<CURRENT-LIABILITIES> 4524
<BONDS> 0
0
50
<COMMON> 10280
<OTHER-SE> 265935
<TOTAL-LIABILITY-AND-EQUITY> 270459
<SALES> 0
<TOTAL-REVENUES> 10224
<CGS> 0
<TOTAL-COSTS> 22751
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22547)
<INCOME-TAX> (22547)
<INCOME-CONTINUING> (22547)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22547)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
