<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 September 30, 1996
------------------
OR
[_] 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 No. 33-26828
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WINDSOR CAPITAL CORP.
----------------------------------------------------
(Name of Small Business Issuer in its Charter)
Delaware 58-1921737
- ------------------------------ ------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1111 Kane Concourse, Suite 505
Bay Harbour Islands, Florida 33154
- --------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (305) 864-3255
--------------
Securities registered under Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
- ------------------- -------------------
Securities registered under Section 12(g) of the Act:
None
--------------------
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 the past
90 days.
YES X NO
---------- ----------
Check if 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 definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]
Issuer's revenues for its most recent fiscal year are $40,923.
The aggregate market value of the common stock held by non-affiliates of the
registrant, computed by reference to the last known bid quotation for the common
stock, is $ N/A
-------
The number of shares outstanding of the issuer's common stock ,$.001 par value
per share, as of October 15, 1996 is 5,525,000.
<PAGE>
PART I
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Item 1. Description of Business
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Windsor Capital Corp. (the "Company") was organized under the laws of the
State of Delaware on June 24, 1988 by International Asset Management Group, Inc.
("IAMG"), the promoter and parent of the Company, for the purpose of providing a
vehicle to raise capital and seek business opportunities. The Company completed
an initial public offering of its securities in June 1989, raising net proceeds
of approximately $220,000. Subsequent to the public offering, due to adverse
events in the business of IAMG, the Company did not actively engage in its
business. During 1993, the Company's current management and board of directors
(collectively "Management") determined to again commence activities in
furtherance of the Company's contemplated business objectives. Management
thereafter retained new counsel and accountants and took steps to bring the
Company into compliance with its reporting obligations under Section 15(d) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Since
1993, the Company has been seeking new business opportunities. No businesses
have been acquired through this date.
The Company's business plan is to seek to acquire one or more potential
businesses that may, in the opinion of Management, warrant the Company's
involvement. The Company recognizes that, as a result of its limited financial,
managerial and other resources, the number of suitable potential businesses that
may be available to it may be extremely limited. The Company's principal
business objective will be to seek long-term growth potential in the businesses
in which it participates. In seeking to attain its business objectives, the
Company will not restrict its search to any particular industry. Management's
discretion is unrestricted, and the Company may participate in any business
whatsoever that may, in the opinion of Management, meet the business objectives
discussed herein. It is emphasized that such business objectives are extremely
general and are not intended to be restrictive upon the discretion of
Management. At the present time, the Company has not chosen the particular area
of business in which it proposes to engage and has not conducted any market
studies with respect to any business, property, or industry. Further, any
business acquired by the Company may be in its preliminary or development stage,
or may be a company with a matured business. No decisions have been made with
respect to the stage of development of businesses to be sought for acquisition.
The Company may purchase or otherwise acquire assets in order to establish
a business or may purchase existing businesses. It may also make any
investments in businesses which are deemed by the Board of Directors to be in
the best interest of the Company. The Company at present has not determined
which specific businesses or assets it may acquire. Further, the Company has
not decided upon any particular industry in which to make an investment or
acquire a business. Management will investigate any business which the Company
may consider as a potential acquisition target. Management will make all
decisions regarding the businesses or assets which may be acquired, except to
the extent that state law requires such investments to be brought
<PAGE>
to the Company's stockholders for approval. The Company may, but is not
obligated to, engage consultants with expertise or knowledge in a particular
industry to advise it with regard to any proposed acquisitions. Such
consultants may be independent or may be affiliates of the Company and IAMG. At
this date, the Company has not engaged any consultants.
It can be expected that the analysis of potential business endeavors will
be undertaken by or under the supervision of Management. Management is comprised
of individuals of varying business experiences and Management is relying on its
own business judgment in formulating decisions as to the types of businesses
that the Company may acquire or in which the Company may participate. It is
quite possible that Management will not have business experience or expertise in
the type of business engaged in by the company ultimately acquired. When making
decisions, Management will consider, among other things, those factors described
below, which are merely illustrative of the types of factors that Management may
consider in evaluating a potential acquisition. Nevertheless, the consideration
of these or other factors by Management in determining whether to invest in a
particular business or acquire particular assets does not mean that Management
will have any experience or expertise in the business or industry chosen.
In analyzing a prospective business, Management will consider such factors
as available technical, financial, and managerial resources; working capital and
other financial requirements; such business' history of operations, if any, and
prospects for the future; the nature of present and expected competition; the
quality and experience of management that may be available and the depth of that
management; the potential for further research, development, or exploration;
risk factors; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of such business' products,
services, and trade or service marks; and its name identification.
In connection with any acquisition, Management expects to meet personally
with the management of the target, visit the target's business operation, check
references of the target's management and key personnel and conduct other
reasonable due diligence, to the extent that the Company's limited resources and
Management's technical expertise, if any, permit. Also, the Company will likely
engage lawyers, accountants and other professionals to assist it in due
diligence. Generally, Management will analyze all available information and
make a determination based upon a composite of available facts, without reliance
upon a single factor as controlling.
The Company does not have a timetable for locating and investigating
specific business proposals. Further, even after a business is located, the
investigation, negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial additional
time, effort and attention on the part of Management, attorneys, accountants and
others, and result in costs associated therewith to be borne by the Company.
The time that these subsequent steps will take and the costs associated
therewith also cannot be estimated. If a decision is made not to participate in
a specific business endeavor, the costs theretofore incurred in the related
investigation might not be recoverable. Furthermore, even if an agreement were
2
<PAGE>
reached for participation in a specific business, the failure to consummate that
transaction might result in the loss to the Company of the related costs
incurred.
Of the various methods and forms by which the Company may structure a
transaction in acquiring another business, Management is likely to use one of
the following forms: (i) a merger or consolidation of the acquired corporation
into or with the Company; (ii) a merger or consolidation of the acquired
corporation into or with a subsidiary of the Company organized to facilitate the
acquisition (a subsidiary merger) or a merger or consolidation of such a
subsidiary into or with the acquired corporation (a reverse subsidiary merger);
(iii) an acquisition of all or a controlling amount of the stock of the acquired
corporation; or (iv) an acquisition of the assets of a business by the Company
or a subsidiary organized for such purpose. If a merger or consolidation
transaction involving the Company is used, the Company will most likely be the
surviving corporation.
It is likely that the consideration used by the Company to acquire a
business will consist of shares of authorized but unissued common and preferred
stock, although the Company may use cash and/or debt. In many cases, the owners
or shareholders of such business will obtain an amount of shares sufficient to
enable such individuals to control the Company. If the Company were to issue
substantial additional securities in any acquisition, such issuances might have
an adverse effect on any trading markets for the Company's common stock that may
develop in the future. Further, the capital structure of the Company may change
as a result of any acquisition, exposing the Company's shareholders to a greater
risk of loss of their investment than they presently have.
Whether the Company's shareholders will have a right, as a matter of
Delaware law, to approve or disapprove of any proposed transaction will depend
upon the form of the transaction chosen by Management. Because a transaction
requiring shareholder approval gives Management less flexibility than one as to
which only the approval of the Company's board of directors is required, the
Company is more likely to choose a form of acquisition under which a shareholder
vote is not required. With or without a shareholder vote, Management, in
approving a transaction, may not violate its fiduciary duties to the Company or
its shareholders.
Federal income tax considerations may have an impact on the manner in which
any proposed acquisition is structured. For example, if the Company uses Common
Stock or other voting securities to acquire stock or assets of the acquired
business, the Company may have to issue a significant amount of such securities,
as opposed to cash or debt, because of certain requirements imposed by the
provisions of the Internal Revenue Code of 1986 for obtaining bene ficial tax
consequences associated with certain types of reorganizations. Accordingly, the
proportional interests of the present shareholders of the Company prior to such
transaction or reorganization may be substantially less than the proportional
interest of such shareholders in the reorganized entity.
3
<PAGE>
Any acquisition by the Company may be deemed for accounting purposes to be
a "reverse acquisition" for tax and accounting purposes. Under the reverse
acquisition rules, the Company may not be able to offset future income against
non-capital expenses and deductions incurred up to the acquisition. Further, for
accounting purposes, if an acquisition is deemed to be a reverse acquisition,
the financial statements of the acquired entity will become the historical
financial statements of the Company.
Further, companies subject to section 13 or 15(d) of the Exchange Act must
furnish certain information about significant acquisitions, including certified
financial statement for the company or companies acquired covering one, two or
three years, depending upon the relative size of the acquisition. Thus, the
Company will need to consider as a factor in determining whether to complete any
particular acquisition, whether the required financial statements of the to-be-
acquired entity are available or can be obtained within the time frames
established by the Exchange Act.
Further, the Company has not engaged and does not intend to engage, either
on its own or through subsidiaries, in the business of (1) investing,
reinvesting, or trading in securities as its primary business, or (2) of issuing
face-amount certificates of the installment type. The Company does not intend
to seek authority to pursue any business opportunity or transaction which would
render the Company an "investment company" as the term is defined in the
Investment Company Act of 1940, as amended. See, however, "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
The Company is not engaged and does not intend to engage, in the business
of advising others for compensation, either directly or through publications or
writings, as to the value of securities or as to the advisability of investing
in, purchasing, or selling securities; nor is it, nor will it be, part of the
Company's regular business to issue or promulgate for compensation analyses or
reports concerning securities. Additionally, the Company does not intend (i) to
pursue any course of business that would render it an "investment adviser" under
the Investment Advisers Act of 1940, as amended; or (ii) to acquire a company
that is a broker-dealer of investment securities or commodities or a company
affiliated with such a broker-dealer.
Competition
There are inherent difficulties for any new company seeking to enter an
established field. With regard to the business of the Company, namely the
acquisition of a business or assets, these difficulties are compounded since
there are numerous other companies which are more experienced, better
established and better financed than the Company. Additionally, many of
competitors have personnel experienced in locating and operating businesses.
Further, any business acquired by the Company will compete with the competitors
in its industry, many of whom will likely be better capitalized than the Company
with more experienced management. A company such as the Company, with limited
resources, is at a serious disadvantage in this regard.
4
<PAGE>
Employees
The Company has had no employees since its inception. Its administrative
and regulatory compliance functions are presently performed by Management on a
part-time basis and by part-time secretarial and clerical help, at no cost to
the Company. Any business that the Company may organize or acquire will have
its own employees.
Item 2. Description of Property
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The Company maintains its principal executive offices at 1111 Kane
Concourse, Suite 505, Bay Harbour Islands, Florida 33154. It leases this office
from an affiliate of the Company, at no charge to the Company.
Since its inception, the Company has not owned or leased any equipment or
property. Any equipment or property which the Company will acquire in the
future will depend upon the industry within which the Company commences business
operations and the businesses or assets which the Company purchases. Such
equipment may be owned or leased by the Company.
Item 3. Legal Proceedings
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The Company is not involved in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security-Holders
- ------- ---------------------------------------------------
No matters were submitted to a vote of security holders during the period
from inception through this date.
5
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PART II
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Item 5. Market for Common Equity and Related Stockholder Matters
- ------- --------------------------------------------------------
The Company completed an initial public offering of its securities in June
1989. In its public offering, the Company sold 500,000 units of its securities,
each unit consisting of a share of Common Stock and a Class A Warrant. Each
Class A Warrant entitles the holder to purchase one share of Common Stock at a
purchase price of $.50 per share and one Class B Warrant to acquire an
additional share of Common Stock for $.50 per share for a period of one year
from its issuance. The Class A Warrants may be exercised until April 10, 1997.
None of the Class A Warrants have been exercised to date.
Purchasers of units will have the right to exercise the Class A Warrants
included therein only if a current prospectus relating to the securities
underlying the Class A Warrants is then in effect and only if such securities
are qualified for sale under applicable state and federal securities laws. No
prospectus with respect to the Class A Warrants is currently in effect. There
is no assurance that the Company will have the resources to file a registration
statement containing a prospectus covering such securities or be able to
register or qualify such securities in the states where such Class A Warrant
holders reside. The holders of the Class A Warrants may be deprived of any
value if a current prospectus covering such securities issuable in exercise
thereof is not filed and declared effective or if such securities are not
registered in the states in which holders of the Class A Warrants reside.
Further, pursuant to Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"), when a prospectus is used more than nine months
after the effective date of the registration statement of which it is a part, it
ceases to be "current" at such time as the certified financial statements
contained therein become more then 16 months old. Thus, the Company must
maintain the effectiveness of its registration statement, of which there can be
no assurance. Finally, the Company will be able to issue shares of its Common
Stock upon exercise of the Class A Warrants only in those states where the
securities are qualified for sale or exempt from such registration or
qualification under applicable state securities or "blue sky" laws of the
jurisdiction in which the various holders of Class A Warrants reside. No
assurance can be given as to which states will be available for this purpose at
the time that a holder seeks to exercise a Class A Warrant.
In years past, the Company's Common Stock and Class A Warrants have been
quoted from time to time on the OTC bulletin board and by the National
Quotations Bureau. The Company believes that only sporadic trading of its
securities has occurred since its public offering and does not believe that any
established trading market presently exists for the Common Stock or the Class A
Warrants.
6
<PAGE>
Of the Company's outstanding securities, 5,000,000 shares of Common Stock
and 5,000,000 warrants are owned by IAMG and are "restricted securities" as that
term is defined by Rule 144, promulgated pursuant to the Securities Act of 1933,
as amended. Generally, under Rule 144, a person who has satisfied a two year
holding period may, under certain circumstances, sell within any three month
period a number of shares or warrants which do not exceed the greater of (i) one
percent of the outstanding shares or warrants of that class, or (ii) the average
weekly trading volume for the four calendar weeks prior to such sale. Any
person who at the time of such sale has held restricted securities for at least
three years and is not then, and for the preceding three months was not, an
affiliate of the Company may sell such restricted securities without regard to
the requirements of Rule 144. All of the shares of Common Stock owned by IAMG
are available for sale under Rule 144, provided that the other requirements of
the rule are satisfied at the time of such sale.
An aggregate of 6,000,000 shares of Common Stock are reserved for issuance
upon the exercise of warrants that are outstanding or as yet unissued. Of these
warrants, 5,000,000 are owned by IAMG, and entitle the holder to purchase shares
at $1.00 per share through April 10, 1996. The balance are the Class A Warrants
which are owned by public stockholders. Exercise of a substantial number of
warrants could adversely affect the market price of the Common Stock, to the
extent that a market for the Common Stock exists in the future.
During 1996, the Company issued 25,000 shares for services.
As of November 1, 1995, the Company had approximately 30 record holders of
its Common Stock.
Dividends
The Company has never paid any dividends on its Common Stock and does not
anticipate paying cash dividends on its Common Stock in the foreseeable future.
All available capital will be utilized to acquire a business or assets.
7
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
- ------- ---------------------------------------------------------
Selected Financial Data
The following table sets forth the selected financial data for the Company
for the period indicated and should be read in conjunction with the financial
statements and notes appearing elsewhere in this Annual Report on Form 10-KSB:
<TABLE>
<CAPTION>
September 30,
--------------------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Data from
Statement of Operations:
Revenue $ 17,683 $ 61,362 $ 59,141 $ 39,578 $ 40,923
Net Income (Loss) 1,347 51,655 (52,712) 14,303 133,931
Net Income (Loss) per share .00 .0 (.01) .003 .023
Cash Dividends None None None None None
<CAPTION>
September 30,
--------------------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Total assets $517,440 $549,729 $380,057 $392,102 $522,368
Total liabilities 148,584 129,218 12,258 10,000 6,085
Long term debt - - - - -
Working capital 368,856 420,511 367,799 382,102 516,283
Total Stockholder's Equity 368,856 420,511 367,799 382,102 516,283
</TABLE>
Results of Operations
The principal activity of the Company since inception has been to conserve
its assets for use in connection with a business acquisition. To date, the
Company has no understandings, agreements or commitments for the acquisition of
any business.
For purposes herein, the twelve months ended September 30, 1996 ("Fiscal
1996"), is being compared to the twelve months ended September 30, 1995 ("Fiscal
1995").
Total revenues were $40,923 for Fiscal 1996, compared to $39,578 for
Fiscal 1995. Total revenues during these years consisted primarily of dividend
income. The Company also had a net
8
<PAGE>
unrealized gain on marketable securities of $99,157 for Fiscal 1996, compared to
net unrealized loss in marketable securities of $10,321 for Fiscal 1995.
The Company had net income of $133,931 for Fiscal 1996, compared to net
income of $14,303 for Fiscal 1995. Operating expenses for Fiscal 1996 were
$5,064, compared to $14,954 for Fiscal 1995.
Financial Condition, Liquidity and Capital Resources
The Company's cash at hand was $2,254 at September 30, 1996, compared to
$16,575 at September 30, 1995. Working capital, including cash on hand, was
$516,283 at September 30, 1996, compared to $382,102 at September 30, 1995,
representing an increase of $134,181. The Company presently has no material
commitments which would affect its liquidity.
The Company will likely use its available working capital in connection
with the acquisition of a business or assets, or for working capital in
connection with any business acquired. It is quite possible that any
acquisition, to the extent funded in whole or in part in cash, will require
additional funding. Further, it is likely that the capital requirements of any
business acquired will require additional financing. Any such additional
financing may be obtained through loans, issuance of additional securities, or
through other financing arrangements to be funded concurrent with the
acquisition. There can be no assurance that any such financing will be available
when it is required or, even if it is available, that it will be available on
terms acceptable to the Company.
Substantially all of the Company's funds are held in high income money
market funds. If these funds do not qualify as a "cash item" under the
Investment Company Act of 1940 (the "Investment Company Act"), the Company may
be deemed to be an "investment company" under the Investment Company Act. The
Company believes that it is not an "investment company" under the Investment
Company Act, since it is not in the business of investing, reinvesting, or
trading in securities as its primary business and it has fewer than 100
shareholders. However, the Securities and Exchange Commission may disagree with
this position and assert that the Company is an "investment company." If the
Company is deemed to be an "investment company," it would be obligated to
register under the Investment Company Act and there can be no assurance that the
Company would be able to meet the qualifications of the Investment Company Act.
If the Company were obligated to be registered under the Investment Company Act
and it were not able to do so, it would most likely have to be liquidated.
Item 7. Financial Statements
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See Index to Financial Statements in Item 13 which is included in Part III
of this report.
9
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Item 8. Changes in and Disagreements With Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
As of September 30, 1996, the Board of Directors approved the Company's
engagement of the firm of Harvey Judkowitz, CPA ("Judkowitz") as the Company's
independent auditor for the fiscal year ended September 30, 1996.
Rachlin & Associates, Certified Public Accountants ("Rachlin") audited
the Company's financial statements for the fiscal years ended September 30, 1995
and 1994. None of Rachlin's reports on the financial statements of the Company
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles. The Company is not aware of
any disagreements with its former accountants nor did the former accountants
advise the Company as to the existence of any matters described in Item
304(a)(1)(iv)(B) of Regulation S-B promulgated by the Securities and Exchange
Commission.
10
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PART III
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Item 9. Directors, Executive Officers, Promoters and Control Persons;
- ------- -------------------------------------------------------------
Compliance With Section 16(a) of the Exchange Act
-------------------------------------------------
The following table sets forth certain information with respect to the
executive officers and directors of the Company.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Robert M. Leopold 70 President and Director
Hershel Krasnow 73 Director
Steven Gordon 58 Treasurer
Dolores Cipparone 66 Secretary
</TABLE>
Robert M. Leopold and Hershel Krasnow each serve as directors of IAMG. See
"Item 11. Security Ownership of Certain Beneficial Owners and Management."
Directors are elected at the annual meeting of stockholders and hold office
until the following annual meeting and until their successors are elected and
qualified. All officers serve at the discretion of the Board of Directors.
Robert Leopold is, and has been for more than the last five years, the
president of Huguenot Associates, Inc., a management consulting company which is
a wholly-owned subsidiary of IAMG. Mr. Leopold has served as a director of IAMG
since May 1983. He also served as a consultant to Insituform Technologies, Inc.
("ITI"), a company engaged in the business of the rehabilitation, improvement
and construction of underground pipe by a variety of trenchless technologies.
Between 1982 and October 1996, Mr. Leopold held various senior management and
consulting positions with entities which are now part of ITI. In addition, Mr.
Leopold is a director of Dental Services of America, Inc. (formerly Campbell
Capital, Inc.), Standard Security Life Insurance Company of New York, a wholly
owned subsidiary of Independence Holding Company, and Infodata Systems, Inc.
Hershel Krasnow has been a senior vice president of the investment banking
firm of Josephthal, Lyon & Ross since April 1990. From August 1989 through March
1990, Mr. Krasnow was an executive vice president of the investment banking firm
of Castleton Rhodes, Inc. From October 1988 until August 1989, he was an
executive vice president of Robyns Capital Corp., an investment banking firm.
From May 1988 until October 1988, Mr. Krasnow was an executive vice president of
Hibbard Brown & Company, Inc., an investment banking firm. From January 1987
until May 1988, Mr. Krasnow was an executive vice president of Philips, Appel &
Walden, Inc., an investment banking firm. From 1978 until January 1987, Mr.
Krasnow was an executive vice president of Rooney Pace, Inc., an investment
banking firm. He is a director of
11
<PAGE>
several private companies and currently serves as a director of IAMG and Dental
Services of America, Inc. (formerly Campbell Capital, Inc.).
Steven Gordon has been the president and a financial analyst of S & S
Financial Consulting, a financial consulting firm, since September 1991. He has
also been treasurer of Campbell Capital Corp. (a/k/a Dental Services of America,
Inc.) and of IAMG since April 1992. Previously, from July 1990 to August 1991,
Mr. Gordon was the controller of Rotunda Corp., a real estate development
company.
Dolores Cipparone has been an office manager of Josephthal, Lyon & Ross
since April 1990. She has been secretary of Campbell Capital Corp. (a/k/a Dental
Services of America, Inc.) and of IAMG since March 1994.
Since the Company's Common Stock is not registered under Section 12 of the
Exchange Act, its officers and directors are not required to file reports under
Section 16 of the Exchange Act.
Item 10. Executive Compensation
- -------- ----------------------
No officer or director of the Company has received, or accrued any right to
receive, any cash compensation since the Company's inception. None of the
officers and directors of the Company presently devotes a substantial portion of
their time to the Company's affairs.
12
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Item 11. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of September 30, 1996 by each
director, executive officer and any person known to the Company to own
beneficially more than 5% of the Company's Common Stock and by the directors and
executive officers as a group. Certain officers and directors of the Company may
be deemed beneficial owners of Company securities by virtue of their ownership
of IAMG securities. See "IAMG Securities" below.
<TABLE>
<CAPTION>
Name and Address Shares of Common Stock Percent
of Beneficial Owner Beneficially Owned (1) Owned (2)
- ------------------- ---------------------- ---------
<S> <C> <C>
International Asset 5,000,000 (3) 90.91%
Management Group, Inc.
1101 96th Street
Miami, Florida
Hershel Krasnow - 0 - -
1111 Kane Concourse, Suite 501
Bay Harbour Islands, Florida
Robert M. Leopold - 0 - -
1890 Palmer Avenue
Larchmont, New York
Steven Gordon - 0 - -
2120 N.E. 208th Street
North Miami Beach, Florida
Dolores Cipparone - 0 - -
1111 Kane Concourse, Suite 501
Bay Harbour Islands, Florida
All officers and directors - 0 - -
as a group (4 persons)
</TABLE>
- ------------------------------
(1) All common stock is directly owned and the sole investment and voting
powers are held by the party named.
(2) Based upon 5,500,000 shares of common stock outstanding.
(3) Does not include 5,000,000 shares of Common Stock issuable upon exercise of
a like number of warrants. Each warrant entitles the holder to purchase
one share of common stock at $1.00 per share until April 10, 1997.
13
<PAGE>
IAMG Securities
The following directors of IAMG and all persons who own beneficially five
percent or more of IAMG's common stock, by virtue of shares of common stock they
own in IAMG, may be deemed to be beneficial owners of common stock in the
The following directors of IAMG and all persons who own beneficially five
percent or more of IAMG's common stock, by virtue of shares of common stock they
own in IAMG, may be deemed to be beneficial owners of common stock in the
Company. The information in the table is as of September 30, 1996.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership of IAMG Common
Name and Address of Owner Common Stock (1) Stock (2)
- --------------------------- ------------------ ---------
<S> <C> <C>
Hershel Krasnow 2,813 (3) *
Robert M. Leopold 659,360 (4) 8.2%
Richard J. Tucker 500,000 (5) 6.2%
</TABLE>
- ------------------------------
* Less than 1%
(1) Except as set forth herein, all common stock is directly owned and the sole
investment and voting powers are held by the person named.
(2) Based upon 8,009,084 shares of common stock outstanding.
(3) Mr. Krasnow's wife, Claire Krasnow, owns 278,288 shares of IAMG's common
Stock (3.5). Mr. Krasnow disclaims beneficial ownership of the shares of
IAMG common stock owned by his wife.
(4) Does not include 70,515 shares of common stock owned by Mr. Leopold's wife.
Mr. Leopold does not have voting power of such securities and disclaims
beneficial ownership thereof.
(5) Mr. Tucker is the former president of IAMG. During the fourth quarter of
1995, IAMG sued Mr. Tucker seeking cancellation of his shares and for
damages. Mr. Tucker previously owned 1,127,920 shares of IAMG's common
stock. In January 1997, this matter was settled. In connection with the
settlement, Mr. Tucker agreed to return 627,920 shares of IAMG common stock
for cancellation. These shares are now in the process of being cancelled.
14
<PAGE>
Item 12. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
The Company was incorporated in the State of Delaware on June 24, 1989. In
January 1989, the Company issued 5,000,000 shares of Common Stock and 5,000,000
warrants to IAMG, its then sole stockholder, for $125,000, or $.025 per share.
The warrants are exercisable at $1.00 per share until April 10, 1996. No value
was given to the warrants. All directors of the Company are also stockholders
and directors of IAMG.
The Company presently uses the office and facilities of an affiliated
person, located at 1111 Kane Concourse, Suite 505, Bay Harbour Islands, Florida,
at no charge.
The Company has in the past paid brokerage commissions to a brokerage firm
in which Mr. Krasnow is an employee. The Company believes that the commissions
which were paid were no greater than those which would have been paid to an
unaffiliated third party.
The business of the Company raises potential conflicts of interest between
the Company and its officers and directors. The Company has been formed for the
purpose of locating a suitable business opportunity in which to participate. The
officers and directors of the Company, who do not devote their full time to the
Company, are engaged in various other business activities. From time to time, in
the course of such activities, they may become aware of investment and business
opportunities and may be faced with the issue of whether to bring such
opportunities to the attention of the Company or its affiliates for its
participation.
Generally, officers and directors of Delaware corporations are required to
bring business opportunities to the corporation if the corporation could
financially undertake the opportunity, the opportunity is within the
corporation's line of business, and it would not be fair to the corporation and
its shareholders for the opportunity not to be brought to the corporation.
Because the business of the Company is to locate suitable business ventures,
Management may be required to bring such opportunities to the Company. Potential
conflicts may arise in the determinations by Management as to whether these
potential business opportunities are within the financial capability and
business plans of the Company.
Management will insure that all officers and directors are aware of the
relevant sections of the Delaware General Corporation Law regarding conflicts of
interest and their obligations to the Company in connection therewith. Any
remuneration payable to a member of Management in connection with a transaction
referred to the Company by such person will be determined based upon the size of
the business, the risk reward ratio of the business to the Company, and the time
and effort expended by that individual with regard to that business.
15
<PAGE>
Item 13. Exhibits, Lists and Reports on Form 8-K
- -------- ---------------------------------------
Financial Statements
The following financial statements of the Company are included in this
report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
a. Independent Auditor's Report............................... F-1
b. Balance Sheet at September 30, 1996 and 1995............... F-3
c. Statement of Operations for the three years ended
September 30, 1996......................................... F-4
d. Statement of Changes in Stockholders' Equity for
the three years ended September 30, 1996................... F-5
e. Statement of Cash Flows for the three years ended
September 30, 1996......................................... F-6
f. Notes to Financial Statements.............................. F-7
</TABLE>
Form 8-K
The Company has filed a Form 8-K reporting its change of auditors as of
September 30, 1996.
Supplemental information to be furnished with reports filed pursuant to Section
15(d) of the Exchange Act by registrants which have not registered securities
pursuant to Section 12 of the Exchange Act
No annual report or proxy material has been sent to security holders, nor
are such materials anticipated to be sent, with the exception of this Annual
Report on Form 10-KSB.
16
<PAGE>
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors
Windsor Capital Corp.
I have audited the accompanying balance sheet of Windsor Capital Corp. as of
September 30, 1996 and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended September 30, 1996.
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 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 audits 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 Windsor Capital Corp. as of
September 30, 1996 and the results of its operations and its cash flows for the
year ended September 30, 1996, in conformity with generally accepted accounting
principles.
The statement of operations, changes in stockholders' equity and of cash flows
for the two years ended September 30, 1995 were audited by another independent
certified public accountant.
HARVEY JUDKOWITZ, C.P.A.
Miami, Florida
October 15, 1996
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors
Windsor Capital Corp.
We have audited the accompanying balance sheet of Windsor Capital Corp. as of
September 30, 1995 and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the two years in the period
ended September 30, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on at est 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Capital Corp. as of
September 30, 1995 and the results of its operations and its cash flows for each
of the two years in the period ended September 30, 1995, in conformity with
generally accepted accounting principles.
Rachlin & Associates, P.A.
Miami, Florida
October 15, 1996
F-2
<PAGE>
WINDSOR CAPITAL CORP.
BALANCE SHEET
SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,254 $ 16,575
Mutual Funds - Income Funds, net of
unrealized loss of $6,749 520,114 375,527
-------- --------
Total current assets $522,368 $392,102
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Amounts payable for securities purchased $ 1,085 $ -
Accounts payable 5,000 10,000
Income taxes payable - -
-------- --------
Total current liabilities 6,085 10,000
-------- --------
Contingency
Stockholders' equity
Preferred stock, $.01 par value
Authorized 10,000,000 shares;
none issued or outstanding
Common stock, $.001 par value
Authorized 25,000,000 shares
5,525,000 shares issued and
outstanding in 1996 and 5,500,000
issued and outstanding in 1995 5,525 5,500
Additional paid in capital 339,725 339,500
Retained earnings 171,033 37,102
-------- --------
516,283 382,102
-------- --------
$522,368 $392,102
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
WINDSOR CAPITAL CORP.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDING SEPTEMBER 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
Revenue
<S> <C> <C> <C>
Interest income $ 25 $ 36 $ 80
Dividend income 40,898 39,542 59,061
-------- --------- ----------
40,923 39,578 59,141
-------- --------- ----------
Operating expense
Professional fees 547 11,720 9,345
Other 4,517 3,234 2,365
-------- --------- ----------
5,064 14,954 11,710
-------- --------- ----------
35,859 24,624 47,431
-------- --------- ----------
Other income (expense)
Interest expense on margin
accounts - (311) (11,660)
Loss on sale of marketable
securities (518) (78,435) (11,579)
Change in unrealized gain (loss)
on marketable securities 99,675 68,425 (76,904)
-------- --------- ----------
99,157 (10,321) (100,143)
-------- --------- ----------
Income (loss) before income taxes 135,016 4,303 (52,712)
Provision for income taxes 1,085 - -
-------- --------- ----------
Net income (loss) $133,931 $ 14,303 ($ 52,712)
======== ========= ==========
Earnings (loss) per common share $ .023 $ .003 ($ .009)
======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
WINDSOR CAPITAL CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDING SEPTEMBER 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Common Common Paid-in Retained
Stock Stock Capital Earnings
----- ----- ------- --------
(Shares) Par value
-------- ---------
<S> <C> <C> <C> <C>
Balance,
September 30, 1993 5,500,000 $ 5,500 $ 339,500 $ 75,511
Net loss (52,712)
--------- -------- ---------- ----------
Balance
September 30, 1994 5,500,000 5,500 339,500 22,799
Net income 14,303
--------- -------- ---------- ----------
Balance
September 30, 1995 5,500,000 5,500 339,500 37,102
Sale of stock 25,000 25 225
Net income 133,931
--------- -------- ---------- ----------
Balance,
September 30, 1996 5,525,000 $ 5,525 $ 339,725 $ 171,033
========= ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
WINDSOR CAPITAL CORP
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING SEPTEMBER 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 133,931 $14,303 ($52,712)
Adjustments to reconcile
net income to net cash provided
by operating activities
Increase (decrease) in
accounts payable ( 3,915) ( 2,258) (116,960)
-------- -------- --------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES 130,016 12,045 169,672
-------- -------- --------
CASH FLOWS USED FOR INVESTING
ACTIVITIES
(Increase) decrease in
marketable securities (144,587) 737 (155,563)
-------- -------- --------
NET CASH USED FOR
INVESTING ACTIVITIES (144,587) 737 (155,563)
-------- -------- --------
CASH FROM FINANCING ACTIVITIES
Sale of common stock 250 - -
-------- -------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 250
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (14,321) 12,782 (14,109)
CASH AT BEGINNING OF YEAR 16,575 3,793 17,902
-------- -------- --------
CASH AT END OF YEAR $ 2,254 $16,575 $ 3,793
======== ======== ========
SUPPLEMENTAL DISCLOSURES
Interest and dividends collected $ 40,898 $39,141 $ 59,141
-------- -------- --------
Interest paid $ - $ 311 $ 11,660
-------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
- -----------------
Windsor Capital Corp. (the Company) is a Delaware corporation organized on June
24, 1988, and is owned 90.91% by International Asset Management Group,
Inc.(IAMG). The Company intends to seek potential business ventures. The
Company's management intends to be involved in the acquisition of assets to
establish businesses for the Company. Present management of the Company does not
expect to become involved as management in the acquired businesses and will hire
presently unidentified individuals as management for the ventures.
Accounting Method
- -----------------
The Company prepares its financial statements on the accrual basis of
accounting. Under this method of accounting, revenue is recognized when earned
rather than when received, and expenses are recognized when incurred rather than
when paid.
Cash and Cash Equivalents
- -------------------------
For purposes of the statement of cash flows, the Company considers all temporary
cash investments purchased with a maturity of three months or less to be cash
equivalents.
Marketable Securities/Mutual Funds - Income Funds
- -------------------------------------------------
Marketable securities and the investment in mutual "income" funds are stated at
the lower of aggregate cost or market and consist of common and preferred
stocks. Dividends and interest are accrued when earned.
Unrealized losses on current marketable securities are charges to income.
Realized gains or losses are determined on the specific identification method
and are reflected in income.
Income Taxes
- ------------
The Company is included in the consolidated Federal income tax returns filed by
IAMG. The Company will pay IAMG its applicable income tax liability, computed on
a separate return basis before surtax exemption.
Effective October 1, 1993, the Company adopted Statement of Financial Accounting
Standard No. 109,
F-7
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
"Accounting for Income Taxes", which requires an asset and liability approach to
financial accounting and reporting for income taxes. There was no cumulative
effect on the Company's financial statements due to the adoption of this
standard.
NOTE 2 - STOCKHOLDERS' EQUITY
Common Stock and Warrants
- -------------------------
On January 17, 1989, IAMG purchased 5,000,000 shares of $.001 par value common
stock for $125,000 or $.025 per share. The purchase price included one common
stock warrant for each share purchased, entitling the holder to purchase one
share of common stock at an exercise price of $1.00 until April 9, 1995. On
March 15, 1996 the Board of Directors of the Company extended this date until
April 10, 1997.
In June 1989, the Company successfully completed a public offering of 500,000
units (Units), each Unit consisting of one share of common stock and one Class A
Warrant. Each Class A Warrant entitled the holder to purchase one share of
common stock and one Class B Warrant at an exercise price of $.50 for a period
of one year commencing April 10, 1989. On March 15, 1996, the Board of Directors
extended the expiration date of the warrants until April 10, 1997. The Class A
Warrants will be redeemable by the Company under certain circumstances. The
Class B Warrants will be redeemable, when issued, by the Company under certain
circumstances. Of the remaining unissued shares, an aggregate of 6,000,000
shares of common stock are reserved for issuance upon the exercise of warrants
that are outstanding or as yet unissued.
Preferred Stock
- ---------------
The Company has 10,000,000 shares of authorized preferred stock, par value of
$.01 per share, none of which are outstanding. The preferred stock is issuable
in series, each of which may vary, as determined by the Board of Directors, as
to the designation and number of shares in such series, the voting power of the
holders thereof, the dividend rate, redemption terms and prices, the voluntary
and involuntary liquidation preferences and the conversion rights and sinking
fund requirements, if any, of such series. Each series shall consist of such
number of shares as shall be stated and expressed in such resolution or
resolutions providing for the issuance of the stock of such series. All shares
of any one series of preferred stock shall be alike in every particular.
F-8
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
NOTE 3 - CONTINGENCY
The Company is not involved in any legal proceedings. However, in 1989, the
Company was advised by the Bureaus of Securities, State of New Jersey, that such
state believes the Company may have technically violated New Jersey's state
security laws because the state used a New Jersey mailing address at the time of
its public offering. The State of New Jersey has a statutory prohibition against
blind pools selling securities. New Jersey had indicated that it may attempt to
require the Company to rescind its offering or take other unspecified action
against the Company. The Company does not believe that it violated New Jersey
law. At no time has the Company sold or offered to sell its securities to New
Jersey residents, nor did the Company or any of its agents sell or offer to sell
securities from or in the State of New Jersey. No further correspondence has
been received from the Bureau since 1989. The Company will vigorously defend its
position if the State of New Jersey brings any proceedings.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company presently uses the office and facilities of an affiliated company at
no charge. All directors of the Company are also stockholders and directors of
IAMG.
A member of the Board of Directors is an employee of the stock brokerage firm
through which the Company does its securities transactions. Consequently, this
member earns a portion of the commissions generated by the stock transactions.
However, the amount of commissions charged to the Company is less than the
standard rate of commission.
The business of the Company raises potential conflicts of interest between the
Company and its officers and directors. The Company has been formed for the
purpose of locating suitable business opportunities in which to participate. The
officers and directors of the Company, who will not devote full time to the
Company, are engaged in various other business activities. From time to time, in
the course of such activities, they may become aware of investment and business
opportunities and may be faced with the issue of whether or not to bring such
opportunities to the attention of the Company or its affiliates for its
participation.
NOTE 5 - CHANGE IN NAME
During the month of June 1995, the Company changed its name to Innovative Health
Systems, Inc., in contemplation of a merger. The name was changed back again to
Windsor Capital Corporation when the merger failed to materialize.
F-9
<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.
WINDSOR CAPITAL CORP.
Date: January 15, 1997 By:/s/ Robert M. Leopold
-----------------------------
Robert M. Leopold, President
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert M. Leopold President/Chief January 15, 1997
- ---------------------- Executive Officer/
ROBERT M. LEOPOLD Director
/s/ Steven Gordon Treasurer/Chief January 21, 1997
- ---------------------- Financial and
STEVEN GORDON Account Officer
/s/ Hershel Krasnow Director January 21, 1997
- ----------------------
HERSHEL KRASNOW
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 522,368<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 522,368
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 522,368
<CURRENT-LIABILITIES> 6,085
<BONDS> 0
0
0
<COMMON> 516,283
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 522,368
<SALES> 0
<TOTAL-REVENUES> 40,923<F2>
<CGS> 0
<TOTAL-COSTS> 5,064
<OTHER-EXPENSES> 99,157<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 135,016
<INCOME-TAX> 1,085
<INCOME-CONTINUING> 133,931
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 133,931
<EPS-PRIMARY> .023
<EPS-DILUTED> .023
<FN>
<F1>Cash of $2,254 and income mutual funds of $520,114.
<F2>Principally dividend income.
<F3>Principally change in unrealized gain on marketable securities.
</FN>
</TABLE>
