U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
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 December 31, 1999
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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices)
Elthorne Gate, 64 High Street, Pinner, Middlesex HA5 5QA
(Former Address of Principal Executive Offices)
(972) 386-8907
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for past 90 days.
xYes oNo
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court.
oYes oNo
APPLICABLE ONLY TO CORPORATE ISSUERS
<PAGE>
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.
WINCROFT, INC.
and subsidiary
I N D E X
Page No.
Part I FINANCIAL INFORMATION:
Item 1. Condensed Balance
Sheets 3
Condensed Statements of
Operations 4
Condensed Statements of
Cash Flows 5
Notes to Condensed
Financial Statements
(unaudited) 8
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 10
Part II OTHER INFORMATION 11
<PAGE> 2
WINCROFT, INC. and subsidiary
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<S> <C> <C>
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31, 1999 March 31,1999
Current Assets:
Cash $ 150 $ -
Prepaid expenses - 6,491
Property and equipment
Leasehold improvements - 26,370
Computer equipment - 118,813
Other - 62,179
- 207,362
Less Accumulated Depreciation - 41,473
- 165,889
Total Assets $ 150 $172,380
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ - $10,185
Accounts payable 2,871 25,078
Loan payable-related party - 68,656
TOTAL LIABILITIES $ 2,871 $103,919
Stockholders' Equity (Deficit):
Common stock no par value, 75,000,000
shares authorized; 5,140,100 and
5,140,100 shares issued and
outstanding at December 31, 1999
and March 31, 1999, respectively 10,280 10,280
Preferred Stock 25,000,000 authorized
$.01 par value 7,000 and 7,000
issued at December 31, 1999 and
March 31, 1999, respectively 70 70
Additional paid in capital 1,168,082 1,168,082
Retained Earnings (Deficit) (1,180,020) (1,108,838)
Less treasury stock, 7,496,223
shares at cost (1,133) (1,133)
(2,721) 68,461
$ 150 $172,380
See accompanying notes to these financial statements.
</TABLE>
<PAGE> 3
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended Nine Months Ended
December 31, December 31,
1999 1998 1999 1998
Sales $ - $ - $ - $10,224
Cost of Sales - - - -
Gross Profit - - - 10,224
Operating Expenses:
Administrative expenses 23 68,247 (1,140) 90,998
Total Operating Expenses 23 68,247 (1,140) 90,998
Loss from write down of property
and equipment - - (161,647) -
Gain on disposal of subsidiary - - 89,325 -
Realized Loss on Sale of
Securities - - - (10,020)
Net Income (Loss) (23) (68,247) (71,182) (90,794)
Net Income (Loss)
per share* * * (0.14) *
Weighted Average Number of 5,140,100 5,140,100 5,140,100 5,140,100
Shares outstanding
*less than (.01) per share
</TABLE>
See accompanying notes to these financial statements.
<PAGE> 4
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Year to date
December 31
1999 1998
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (loss) ($71,182) ($90,794)
Adjustments to reconcile net
income to
net cash provided from
operating activities
Depreciation and amortization 389
Write off of property and 161,647
equipment
Gain on disposal of subsidiary (86,773)
Realized loss on sale of 10,020
securities
Foreign currency (4)
(Increase) decrease in:
Accounts receivable and (3,633)
prepaids
Increase (decrease) in:
Accounts payable (3,983) 12,249
NET CASH PROVIDED BY OPERATING (291) (71,773)
ACTIVITIES
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of property and (5,303)
equipment
Sales of marketable securities 32,980
NET CASH PROVIDED BY INVESTING 27,677
ACTIVITIES
CASH FLOWS FROM FINANCING
ACTIVITIES
Loan payable 32,612
Decrease in cash overdraft 441
<PAGE>5
NET CASH FROM FINANCING ACTIVITIES 441 32,612
INCREASE (DECREASE) IN CASH 150 (11,484)
BEGINNING CASH BALANCE 16,588
ENDING CASH BALANCE $150 $5,104
</TABLE>
<PAGE> 6
WINCROFT, INC. and subsidiary
SCHEDULE OF NONCASH ACTIVITIES
(UNAUDITED)
(IN THOUSANDS)
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Nine Months Ended
1999 1998
During the period 2000 preferred shares were
issued in settlement of a note payable with a face
amount of $2,000,000 (see Note D to the financial
statements in the Company's annual report for the
fiscal year ended March 31, 1999). - $2,000,000
</TABLE>
<PAGE> 7
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.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. These statements should be read
in conjunction with the audited financial statements and notes
thereto included in the Registrant's annual Form 10-KSB for the
year ended March 31, 1999.
The Company ceased operating its United Kingdom subsidiary. The
subsidiary has been sold for nominal consideration. A gain of
$89,325 is being recognized on the disposal of the subsidiary
since the liabilities of the subsidiary exceeded its net assets
and the Company's investment in the subsidiary.
The Company also determined that it may not recover any value
from its property and equipment. Therefore, property and
equipment is being written off with a loss of $161,647 reflected
in the statement of operations.
Revised quarterly amounts to correct net loss for the nine months
ended December 31, 1999 and 1998 and the three quarters for
fiscal 1999 and 1998
WINCROFT, INC.
STATEMENT OF OPERATIONS
<TABLE>
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Quarter ended Year to date
June 30 June 30
1999 1998 1999 1998
Revenues
Administrative expenses 513 4,001 513 4,001
Total expenses 513 4,001 513 4,001
Loss from write down of
equipment (161,647) (161,647)
Gain on disposal of
subsidiary
89,326 89,326
Income (loss) $(72,834) $(4,001) $(72,834)$ (4,001)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Quarter ended Year to date
September 30 September 30
1999 1998 1999 1998
Revenues $ 10,224 $ 10,224
Administrative expenses (1,674) 18,750 (1,161) 22,751
Total expenses (1,674) 18,750 (1,161) 22,751
Loss from write down of
equipment (161,647)
Gain on disposal of
subsidiary 89,326
Realized loss on sale (10,020)
of securities
(10,020)
Income (loss) $ 1,674 $ (18,546) $(71,160) $(22,547)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Quarter ended Year to date
December 31 December 31
1999 1998 1999 1998
Revenues $ 10,224
Administrative
expenses
21 68,247 (1,140) 90,998
Total expenses 21 68,247 (1,140) 90,998
Loss from write down
of equipment (161,647)
Gain on disposal of
subsidiary 89,326
Realized loss on sale
of securities
(10,020)
Income (loss) $ (21)$(68,247) $(71,181)$(90,794)
</TABLE>
<PAGE> 9
Item 2.Management Discussion and Analysis of Financial Condition
and Results of Operations
The Company ceased operating its United Kingdom subsidiary. The
subsidiary has been sold for nominal consideration. A gain of
$89,325 is being recognized on the disposal of the subsidiary
since the liabilities of the subsidiary exceeded its net assets
and the Company's investment in the subsidiary.
The Company also determined that it may not recover any value
from its property and equipment. Therefore, property and
equipment is being written off with a loss of $161,647 reflected
in the statement of operations.
There were no revenues for the period. The Company is now
seeking merger opportunities.
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operations
during prior periods by the sale of its majority owned
subsidiaries assets, and by borrowing from its Directors and
companies affiliated with its Directors. Net cash used by
operating activities for the nine months was $291 ($71,773 in
1998). Net cash used by investing activities was $0 ($27,677 in
1998) and provided by financing activities was $441 ($32,612 in
1998).
The Registrant's present needs for liquidity principally relates
to its obligations for its SEC reporting requirements and the
minimal requirements for record keeping. The Registrant has
limited liquid assets available for its continuing needs. In the
absence of any additional liquid resources, the Registrant will
be faced with cash flow problems.
<PAGE> 10
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
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 11, 2000
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 150
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 150
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 150
<CURRENT-LIABILITIES> 2871
<BONDS> 0
0
70
<COMMON> 10280
<OTHER-SE> (2721)
<TOTAL-LIABILITY-AND-EQUITY> 150
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (1140)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (71182)
<INCOME-TAX> (71182)
<INCOME-CONTINUING> (71182)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71182)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
