U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (Fee required)
For the fiscal year ended March 31, 2000
[ ] 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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
Elthorne Gate, 64 High Street, Pinner Middlesex, England HA5 5QA
(Former Address of Principal Executive Offices) (Zip Code)
(972) 386-8907
(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]
<PAGE>
Issuer's revenues for the fiscal year ended March 31, 2000 was $-0-.
The aggregate market value of the common shares held by non-affiliates
was $68,000 as of April 18, 2000.
The number of shares outstanding of the Registrants common stock no par
value was 5,140,100.
Documents Incorporated by reference: NONE
PART 1
Item 1. Business
Wincroft, Inc. ("Registrant" or "the Company") now has no operations
or substantial assets, and intends to seek out and obtain candidates
with which it can merge or whose operations or assets can be acquired
through the issuance of common stock. Previously it was a technology
company focusing on hardware and software solutions for audio and video
communications over the Internet. Existing shareholder of Registrant
will, in all probability, experience significant dilution of their
ownership of Registrant and should experience an appreciation in the
net book value per share. Management will place no restrictions on
the types of businesses which may be acquired. In determining the
suitability of a combination partner, Management will require that
the business being acquired has a positive net worth, that it show
evidence of being well-managed, and that its owners and management
have a good reputation within the business community. Management
intends to seek out business combination partners by way of itsbusiness
contacts, including possible referrals from the
Registrant's accountants and attorneys, and may possibly utilize
the services of a business broker.
Its previous 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 Director and President of the Company.
The marketing and further development of VideoTalk proved unsuccessful
and the asset has been written off in Registrants financial statements.
On April 14, 2000 Mr. Conway resigned as a Director and Officer of the
Company and was replaced by Mr. Daniel Wettreich.
Registrant is now seeking an acquisition and/or merger transaction,
and is effectively a blind pool company.
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
<PAGE>
spun off to its stockholders five public companies, Pathfinder Data
Group, Inc., Phoenix Network, Inc., WorthCorp, Inc., Forme Capital,
Inc., and Whitehorse Oil and Gas Corporation, Inc. Following these
distributions the Company had no investments in these companies.
From 1988 to 1997 the Company had no business activities. Following
a change in the Registrants name to Alexander Mark Investments (USA),
Inc., the Company in May 1997 acquired a controlling interest in a
U.K. public company, Meteor Technology, plc. of which Mr. Daniel
Wettreich, the then President of the Company, was an officer and
director. Mr. Wettreich is also an officer and director of Camelot
Corporation which became the controlling shareholder of the Registrant
at that time. On 20th March, 1998, Camelot Corporation transferred
51% of the outstanding shares in the Company to Forsam Venture Funding,
Inc., a company affiliated with Mr. Wettreich. On 23rd March, 1998,
the Company disposed of its sole asset being its shareholding in Meteor
Technology, plc for $59,573. On 31st March 1998, the Company
entered into an agreement with Third Planet Publishing, Inc., a wholly
owned subsidiary of Camelot Corporation to purchase at 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 assets were valued at Third Planet Publishing's recorded value of
$231,484. 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.
Item 2. Properties
Registrant shares offices at 6959 Arapaho, Suite 122, Dallas, Texas
75248 with an affiliate of its President on an informal basis.
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
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.
<TABLE>
<S> <C> <C>
Bid Ask
Quarter Ending
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
June 30, 1999 0.25 0.625
September 30, 1999 0.25 0.625
December 30, 1999 0.25 0.625
March 30, 2000 0.25 0.625
</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.
As of April 18, 2000 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, 2000 losses of $71,182 compared
with $222,607 in 1999. The Company had no activities other than
ceasing 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 has written
off its VideoTalk investment.
<PAGE>
The Company also determined that it may not recover any value from
its property and equipment. Therefore, property and equipment was
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.
During the fiscal 1999 period 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 changed
its fiscal year end from April 30 to March 31 and therefore the
figures from 1998 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.
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. Net cash
used by operating activities was $291 ($123,102 in 1999). Net cash
provided by investing activities was $0 ($27,677 in 1999) and by
financing activities was $441 ($78,841 in 1999).
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 has no plans for significant capital expenditures during
the next twelve months. Management believes that 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
<PAGE>
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.
Item 7. Financial Statement and Supplementary Data
Independent Auditor's Report
Financial Statements for March 31, 2000 and March 31, 1999
Balance Sheet
Statements of Operations
Statements of Changes in Stockholders Equity
Statements of Cash Flows
Notes to Financial Statements
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545 2280 South Xanadu Way
Suite 370
Aurora, Colorado 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, 2000, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the years ended March 31, 2000 and
March 31, 1999. 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 financial statements referred to above present fairly,
in all material respects, the financial position of Wincroft, Inc., as of
March 31, 2000, and the results of its operations and its cash flows for
the years ended March 31, 2000 and March 31, 1999 in conformity with
generally accepted accounting principles.
Larry O'Donnell, CPA, P.C.
May 10, 2000
<PAGE>
WINCROFT, INC.
BALANCE SHEET
<TABLE>
<S> <C>
ASSETS
March 31, 2000
(Audited)
Current Assets:
Cash $ 150
Total Assets $ 150
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,500
TOTAL LIABILITIES $ 3,500
Stockholders' Equity (Deficit):
Common stock no par value,
75,000,000 shares
authorized; 5,140,100
shares issued
and outstanding at
March 31, 2000 and
March 31, 1999,
respectively 10,280
Preferred Stock 25,000,000
authorized $.01 par value
7,000 and 7,000 issued at
March 31, 2000 and
March 31, 1999, respectively 70
Additional paid in capital 1,168,082
Retained Earnings (Deficit) (1,180,649)
Less treasury stock, 7,496,223
shares at cost (1,133)
(3,350)
$ 150
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
WINCROFT, INC.
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
For the year ended For the year ended
March 31, 2000 March 31, 1999
Revenue $ - $ 10,224
Expenses
General and Administrative (510) (90,998)
Total Expenses (510) (90,998)
Loss from sale of
Securities - (10,020)
Loss from write down of
property (161,647) -
Gain on disposal of
subsidiary 89,326 -
Income (Loss) Before Provision
for Income Taxes $ (71,811) $(90,794)
Provision for Income Taxes - -
Net Income (Loss) from
Operations $ (71,811) $(90,794)
Basic Income (Loss)
Per Share $ (0.014) $(0.018)
Weighted Average Number of
Shares Outstanding 5,140,100 5,140,100
</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, 2000 and March 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
Preferred Stock Common Stock
Shares Amount Shares Amount
Balance March 31, 1998 5,000 $50 5,140,100 10,280
Conversion of note
payable to preferred
stock 2,000 20
Net Profit (Loss) for
Year Ended March 31, 1999
Balance March 31, 1999 7,000 $70 5,140,100 $10,280
Net Profit (Loss) for
Year Ended March 31, 2000
Balance March 31, 2000 7,000 $70 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 year ended March 31, 2000 and March 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
Additional Retained Treasury Total
Paid-In Earnings Stock Stockholders'
Capital Deficit Amount Equity
Balance March 31, 1998 1,168,102 (886,231) $(1,133) $291,068
Conversion of note
payable to preferred
stock (20)
Net Profit (Loss) for
Year Ended March 31, 1999 (222,607) (222,607)
Balance March 31, 1999 $1,168,082 $(1,108,838) $(1,133) $ 68,461
Net Profit (Loss) for
Year Ended March 31, 2000 (71,811) (71,811)
Balance March 31, 2000 $1,168,082 $(1,180,649) $(1,133) $(3,350)
</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 years ended
March 31, 2000 March 31,1999
CASH FLOWS FROM OPERATING ACTIVITIES
Income (Loss) from Operations $ (71,811) $ (222,607)
Adjustments to reconcile net income to net cash received from operation
activities:
Depreciation 0 41,473
Loss from sale of securities 0 10,020
(Increase) Decrease in:
Prepaid expenses 0 (6,491)
Inventory 0 29,425
Increase (Decrease) in:
Accounts payable (3,354) 25,078
Write off of property and equipment 161,647 0
Gain on disposal of subsidiary (86,773)
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (291) (123,102)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Purchase of equipment 0 (5,303)
Proceeds from sale of securities 0 32,980
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 0 27,677
CASH FLOWS FROM FINANCING RESOURCES
Cash overdraft 441 10,185
Proceeds from loans payable-related
parties 0 68,656
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 441 78,841
INCREASE (DECREASE) IN CASH 150 (16,584)
BEGINNING CASH BALANCE 16,584
ENDING CASH BALANCE $ 150 $ (0)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINCROFT, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2000 and March 31, 1999
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 year ended
March 31, 1999 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. During the year ended
March 31, 2000, the subsidiary was transferred to a company affiliated
with Mr. Conway in exchange for him assuming the subsidiary's debt.
<PAGE>
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.
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
<PAGE>
Company's Preferred Stock have a preference over the Common Stock in
the event of liquidation or similar action. The Board of Directors of
the Company are authorized to create series of Preferred Shares
designating the rights as a result of the amendments approved by the
shareholders at the meeting held May 18, 1998. The preferred shares
have no voting rights.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amount of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results differ from the estimates.
NOTE B: Income Taxes
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.
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. These
options were surrendered on April 14, 2000.
NOTE D: Related Party Transactions
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 carrying value of tangible assets of $231,484.
This transaction required
<PAGE>
shareholder approval which was forthcoming 18th May, 1998.
The note was converted to preferred stock during the year
ended March 31, 1999.
For the year ended March 31, 2000 and 1999 the Company
incurred stock transfer fees to a Company associated
with Mr. Wettreich, the previous President of the Company
in the amounts of $(5,187) and $2,593, respectively.
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.
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:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Served Term Expires
Daniel Wettreich 48 Chairman April 2000 Next
President Annual
Treasurer Meeting
Director
</TABLE>
<PAGE>
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company since April 2000. Additionally, he currently holds
directors positions in the following public companies Camelot
Corporation(1) , Forme Capital, Inc., and Malex, Inc. In July
1993, he was appointed a Director of Goldstar Video Corporation(2)
following an investment by Camelot. From July 1996 to July 1998
he was a Director of Constable Group plc a United Kingdom
company. (3) Mr. Wettreich has a Bachelor of Arts in Business
Administration from the University of Westminster, London, England.
(1) A subsidiary of Camelot Corporation, Camelot Entertainment
filed Chapter 7 liquidation in January, 1995.
(2) Goldstar Video Corporation filed for protection from
creditors pursuant to Chapter 11 in October, 1993, and has
converted to a liquidation proceeding.
(3) A subsidiary, Meteor Payphones and its subsidiaries filed
for voluntary liquidation in March 1998. Constable Group plc
filed for voluntary liquidation in July 1998.
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, 2000. No individual officer
received compensation exceeding $100,000; no bonuses were granted to
any officer, nor was any compensation deferred.
<TABLE>
<S> <C> <C>
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
-- -- NONE
</TABLE>
Directors of the Registrant receive no salary for their services as such,
but are reimbursed for reasonable expenses incurred in attending meetings
of the Board of Directors.
Registrant has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Registrant or a third party upon
his resignation, retirement or termination of employment, or from a change
in control of Registrant or a change in the officer's responsibilities
following a change in control.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table shows the amount of common stock, no par value,
($.002 stated value), owned as of May 17, 2000, 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 (1 person). Each individual has sole voting
power and sole investment power with respect to the shares beneficially
owned.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 700,000 (1) 13.6%
6959 Arapaho, Suite 122
Dallas, Texas 75248
All Officers and
Directors as 700,000 (1) 13.6%
a group (1 person) (1)
Mick Y. Wettreich 4,176,000 (2) 81.2%
1 Shelley Close
Edgware, Middlesex
England HA8 8AX
</TABLE>
(1) 700,000 of these shares are owned by Camelot Corporation of
which company Mr. Wettreich is a director. Mr. Wettreich has
disclaimed any beneficial interest in these shares.
Item 12. Certain Relationships and Related Transactions
On May 15, 1997, the 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
<PAGE>
for the treasury and they are no longer outstanding. The Company did not
pay Forsam Venture Funding, Inc. any compensation for the surrendering of
the shares.
On March 31, 1998, Forsam Venture Funding, Inc. entered into a conditional
contract to sell all its Shares in Registrant to Mr. Jason Conway for an
undisclosed sum. On 18th May, 1998 with the shareholders approval,
the conditional contract closed, Mr. Daniel Wettreich resigned as a
director and officer of Registrant as did all the other directors and
officers, and Mr. Conway was appointed a director, and Chief Executive
Officer of Registrant.
On March 31, 1998, Registrant entered into a conditional agreement
with Third Planet Publishing, Inc., a wholly owned subsidiary of
Camelot Corporation to acquire the VideoTalk product for Third Planet
Publishing, Inc.'s cost of $7,002,056 payable by way of the issuance
of common stock, preferred stock and a Promissory Note. This
transaction required shareholder approval which was forthcoming
18th May, 1998. The note bears interest at 10% and is due
March 31, 2003.
For the eleven (11) months ending March 31, 1998 and the year
ended 30th April, 1997 the Company incurred stock transfer fees
to a Company associated with Mr. Wettreich, the previous President
of the Company in the amounts of $814.50 and $9,573, respectively.
Such amounts were written off in the period ended March 31, 1998.
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.
On March 31, 2000 Mr. Conway entered into an agreement to sell the
majority of his shares to M.Y. Wettreich, and following the closing
of this transaction on April 14, 2000, he resigned as a director
and officer of the Company. Mr. Daniel Wettreich was appointed
to replace Mr. Conway on April 14, 2000.
<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, 2000:
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 March 31, 2000 reporting Item 1
reflecting a change of control of the Company.
<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/ Daniel Wettreich
Daniel Wettreich, Chairman and President
Date: May 17, 2000
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/ Daniel Wettreich
Daniel Wettreich, Director; Chairman and President,
(Principal Executive Officer); Treasurer
(Principal Financial and Accounting
Officer)
Date: May 17, 2000
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