U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Mark One)
xQuarterly report under Section 13, or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 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.)
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)
(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
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.
<PAGE>
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) 7
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 7
Part II OTHER INFORMATION 8
<PAGE>
WINCROFT, INC. and subsidiary
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<S> <C> <C>
September 30, 1999
(Unaudited) (Audited)
Current Assets:
Cash $ 348 $ 6,491
Property and equipment
Leasehold improvements - 26,370
Computer equipment - 118,813
Other -
- 207,362
Less Accumulated Depreciation - 41,473
348 165,889
Total Assets $ 348 $ 172,380
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ - $ 10,185
Accounts payable 3,046 25,078
Loan payable-related party - 68,656
TOTAL LIABILITIES $ 3,046 $ 103,919
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, 1999 and
March 31, 1999, respectively 10,280 10,280
Preferred Stock 25,000,000
authorized $.01 par value
5,000 and 5,000 issued at
September 30, 1999 and
March 31, 1999, respectively 70 70
Additional paid in capital 1,168,082 1,168,082
Retained Earnings (Deficit) (1,108,837) (1,108,838)
Less treasury stock, 7,496,223
shares at cost (1,133) (1,133)
(2,698) 68,461
$ 348 $172,380
</TABLE>
See accompanying notes to these financial statements.
<PAGE> 3
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
September 30, September 30,
1999 1998 1999 1998
Sales $ 0 $10,224 $ - $10,224
Cost of Sales - - - -
Gross Profit - - - -
Operating Expenses:
Administrative expenses (1,674) (18,750)(1,161) (22,751)
Total Operating Expenses (1,674) (18,750)(1,161) (22,751)
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) - (10,020)
Net Income (Loss) (1,674) (18,546)(71,659) (22,547)
Net Income (Loss) per share* * *(0.14) *
Weighted Average Number of 5,140,1005,140,100 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)
<TABLE>
<S> <C> <C>
Six Months Ended
September 30,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(71,159) $(22,547)
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Write-off of property and equipment 161,647
Disposal of subsidiary (86,773)
Depreciation and amortization - -
(Gain) loss on disposal of assets - 10,020
Foreign Currency - 389
Change in assets and liabilities:
Accounts receivables and Prepaids - (3,944)
Taxes - 460
Accounts payable and accrued expenses
Net cash used by operating activities
CASH FLOW FROM INVESTING ACTIVITIES:
Loan Receivable - (10,988)
Purchases of property and equipment - (2,975)
Sales or Purchases of marketable securities
Net cash used by investing activities
CASH FLOW FROM FINANCING ACTIVITIES:
Decrease in cash overdraft 441
Net cash provided (used) by financing activities
NET INCREASE (DECREASE) IN CASH (348) 7,455
CASH AT BEGINNING OF PERIOD - 16,588
CASH AT END OF PERIOD $ 348 $24,043
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ - $ -
</TABLE>
<PAGE> 5
WINCROFT, INC. and subsidiary
SCHEDULE OF NONCASH ACTIVITIES
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<S> <C> <C>
Six Months Ended
September 30,
1999 1998
During the period, Wincroft settled
an outstanding note payable by the
issuance of $2,000,000 of Preferred
Stock. - $2,000,000
</TABLE>
<PAGE> 6
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.
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 three months was $93 ($11,562 in
1998). Net cash used by investing activities was $0 ($19,017 in
1998) and provided by financing activities was $441 ($0 in 1998).
<PAGE> 7
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.
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: November 15, 1999
7
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 348
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 348
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 348
<CURRENT-LIABILITIES> 3046
<BONDS> 0
0
70
<COMMON> 10280
<OTHER-SE> (2698)
<TOTAL-LIABILITY-AND-EQUITY> 348
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (1161)
<LOSS-PROVISION> (72322)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (71659)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71659)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
