FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to________________
Commission File No. 0-23712
Wincanton Corporation
_________________________________________________________
(Exact name of Registrant as specified in its charter)
Washington 91-1395124
_______________________ __________________________
State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
3653 Hemlock Court, Reno, Nevada 89505
____________________________________________________________
(Address of Principal executive offices) (Zip Code)
(702) 829-8812
____________________________________________________________
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Name of each Exchange on
Title of Each Class which Registered
Common None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE SECURITIES
EXCHANGE ACT OF 1934:
NONE
<PAGE>
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 of 15(d) of the Securities 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 or No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part II of this Form 10-K
or any amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by
non-affiliates of the Registrant at June 30, 1998 was approximately
$1,000,000.
The number of shares of Registrant's common Stock outstanding
on June 30, 1998 was 9,077,752.
<PAGE>
ITEM 1 - BUSINESS
Wincanton Corporation ("Registrant" or "Company") was organized in October
1987 as a Washington corporation. The Company was inactive until June 1993
when it began to evaluate the acquisition of business opportunities. During
its fiscal year ending June 30, 1997, the Company was mainly involved in
defending certain law suites, described elsewhere in this document and the
Company has allowed all of its natural resource property permits to expire.
The Company is engaged in the following business segment:
1. production of specialty vehicles;
During the year ended June 30, 1996, the Registrant ceased its activities
relating to the following:
1. establishment of rehabilitation facilities;
2. tree farming; and
3. Australian commercial real estate options.
SPECIALTY VEHICLES
On April 19, 1994, the Registrant entered into an agreement with McGee
Settlement Trust for the assignment to it of design and patent rights to
certain truck/trailer devices for the raising and lowering of a truck/trailer
cargo bed.
During the year ended June 30, 1998 the Registrant settled the law suite
brought against it by Robert Page and the McGee Settlement Trust. There was
no development work completed during the year on the Specialty Vehicles.
During the year ended June 30, 1997 the Registrant was engaged in the legal
defense of a law suite brought against it by Robert Page and the McGee
Settlement Trust. There was no development work completed during the year on
the Specialty Vehicles.
During the year ended June 30, 1996, the Registrant through its subsidiary
company, Tradesman Industries, Inc. ("Tradesman"); a Delaware corporation
completed a prototype minivan. Efforts were expended on showing the
prototype to many interest parties during the year. Development work on
the minivan was suspended on or about March 31, 1996 due to lack of funding.
During the year ended June 30, 1995, the Registrant assigned the agreement
noted above to its newly formed subsidiary company, Tradesman Industries,
Inc. ("Tradesman"), a Delaware corporation. Under the April 19, 1994
agreement, $422,833 was transferred to McGee Settlement Trust and the concept
vehicles were delivered to Tradesman. Tradesman has been actively evaluating
the Concept Vehicles. In April 1995, Tradesman's management decided to
redesign the cargo bed and rear end suspension system since it was determined
that the Concept Vehicles delivered under the McGee Settlement Trust
Agreement were not suited to the U.S. market.
<PAGE>
Basic minivans will be purchased from major automotive corporations in
quantity and delivered to one or more large specialty automotive manufacturing
companies where they will be modified with the Tradesman easy-loading
technology. Finished units will be transported to retail automobile and
truck dealers for customer sales.
Production and assembly of the Tradesman vehicles will be outsourced to third
parties. Tradesman has commenced discussions with potential production
candidates. Components and parts will be serviced in accordance with the
manufacturer's standards for after-market service.
Tradesman plans to market its vehicles through (1) established retail
automobile and truck dealerships (generally Chrysler) and (2) national
accounts.
The Registrant engaged the services of Work Recovery, Inc. through a one year
consulting agreement dated July 1, 1994. The services provided relate to
marketing activities including holding focus groups with potential users of
the Tradesman products; utilizing WRI's existing network of sales
representatives to conduct local market research; and to provide graphic,
video and printed media consultation on the development of marketing
materials. In addition WRI advised Tradesman on the development of additional
products; is to provide introductions to existing and future WRI license
holders and to assist in the development of international distribution
licenses for its products. During the year ended June 30, 1996 it became
evident that WRI may not have performed under the consulting agreement as
their Form 10K for June 30, 1995 indicated that of the $2,609,000 paid by the
Registrant to WRI, only $600,000 has been recognized in proportion to
identified costs incurred and that $2,009,000 has been deferred. The
Registrant is considering an attempt to recover the funds paid under this
agreement.
Tradesman sold its first Master Distribution License to Work Recovery, Inc.
("WRI") in December 1994. The License is for the designated territory
described as the United States, to sell all Tradesman products. The term of
the License is fifteen years with two extensions for five years each.
Consideration for the License was $6,000,000. The agreement is subject to
certain performance criterion by both parties, and for an initial purchase
commitment deposit from WRI of $1,500,000. By a second agreement, WRI
subscribed for a 10% interest in Tradesman for consideration of $2,500,000.
Tradesman has been paid in full for the License, the purchase commitment and
the 10% equity interest through the issue by WRI of 4,651,163 of it's common
shares.
During the year ended June 30, 1996 WRI was placed into receivership and the
future of the relationship described above is uncertain.
The specialty vehicle industry is highly competitive and fragmented. There
is no single company that provides competition in all product lines. The
Company is unaware of any lightweight truck on the market, in the United
States, that can lower its entire cargo bed to the ground in a substantially
horizontal position.
<PAGE>
NATURAL RESOURCE PROPERTIES
In July, 1993, the Registrant, through its wholly owned subsidiary, Queensland
Industries, Inc. ("Queensland") entered into a Joint Venture Agreement with
North Queensland Mining Pty Ltd. ("NQM") pursuant to which the parties would
develop three mining tenements in North Queensland, Australia. NQM is a
corporation owned by the father and brother of the Registrant's President.
The interests are described below. The mining tenements leased by the
Registrant are for perpetual terms and provide for payment of annual
maintenance fees of $3,000.
As at July 22, 1997 all of the natural resource property permits have expired
and the Registrant sold its interest in Queensland to a former director for
nominal proceeds.
Flatrock Sandstone Deposit
The Company's sandstone project consists of an approximately one-half square
mile property held under a mining lease.
Geology and Mineralization
The Flatrock Sandstone Deposit is located 125 miles southeast of Charters
Towers which is connected by highway and rail to the city of Townsville
(population 150,000) in North Queensland. The thickness of the sandstone
beds range from 20 to 30 centimeters. Initial quarrying activities will
exploit the deposit to a depth of between 1 and 1.5 meters. Recoverable
reserves are estimated at approximately 4 million square meters.
Production
Limited quarrying has begun in the sandstone deposit. Excavation up to
depths of six feet has been made, as well as grading, mapping and test
quarrying. At the present time, 1,500 square meters of sandstone has been
extracted from the sandstone deposit. The Company was paid $12 per square
meter for the sandstone and is soliciting additional parties to extract
sandstone.
Approximately 300 square meters of sandstone has been used for testing and
suitability analysis. Results show excellent weathering, wear and chemical
resistance. The 1,500 square meters of sandstone previously extracted has
been placed in various locations where it is being studied for resistance to
cracking and natural deterioration. These tests are ongoing and results are
not yet available.
Due to the location of the deposit near the surface, recovery will not
involve the use of heavy quarrying equipment. Further the Registrant plans
to sell the product in its raw state. The Registrant proposes to contract
with third parties for recovery and transport operations. Accordingly, the
Registrant will not make provision for capital expenditures to quarry the
deposit. An independent consultant has placed a net present value (gross
value discounted at 12.5% per year over the estimated 20-year life, minus
start up and extraction costs) at $7.4 million.
<PAGE>
Market
The use of sandstone building material has experienced resurgence since the
early 1980's. Usage in Australia is small by world standard. Total world
production of dimensional stone is US$16 - 18 billion annually. Australia
produces 1.5% of world production. The value of stone currently used in
Australia is A$200,000,000 per annum of which approximately 42% is imported.
Inquiries have been received from a local landscaping agent and contractors
with a view to stocking a certain grade of material for resale and to mine
the sandstone for use in future construction.
Uses of sandstone include exterior application for high quality surface
finishing, bricks and tiles, internal walls, floors, counter tops and
furniture.
The Flat Rock claims were allowed to lapse during the year ended June 30,
1997.
Tin and Base Metals
The Company's tin and base metals project area has been progressively reduced
to 7 square miles, as required by the Department of Minerals and Energy. The
area retained covers the target area for silver, lead, zinc, copper and tin.
The project is located 100 kilometers north west of Townsville, North
Queensland in the southern part of what is called the Kangaroo Hills Mineral
Field. This project is held under a mining lease and exploration permit.
Geology and Mineralization
An independent consultant has prepared a report including estimated reserves
for the project dated March 18, 1993 and the following has been extracted from
the report. Four mining areas comprise the project.
1. Macauley Creek - Surface exploration has produced assays of 8 oz. per ton
silver, 5% lead, .5% zinc and 2.7% copper. Four mines constitute this area.
Production up to 1906 totaled 1075 tons. Evidence indicated production
occurred after 1906 but no definite records are available. During the year
ended June 30, 1995, the Company conducted preliminary exploration drilling
to 100 meters in depth at locations dictated by the historic workings and of
possible extensions of mineralization. A number of offset mineralizations
have been intersected with the drilling program.
2. Mount Kidson, Dawn of Hope - The Mt. Kidson mine produced 591 tons of tin
ore between 1906 and 1913. The Dawn of Hope mine last produced tin in 1917.
The hard rock area of the Mount Kidson has had preliminary exploration
drilling to 100 meters depth in proximity to the historic workings.
3. The Ditch - No production statistics are available for this mining
area.
4. Spiniflex Creek - No production statistics are available for this
mining area.
<PAGE>
Production
While these properties have been mined in the past and there is evidence of
the mineral described in the evaluation report, ongoing exploration is
required to determine the proven reserves.
Exploration of the Tin and Base Metal mines will require an expenditure of
$500,000 in the future and if results warrant additional exploration,
$1,000,000. The Company has expended approximately $240,000 to date in this
evaluation. A new mine plan would only be formulated if data received from
ongoing exploration merits same. The Registrant does not have the resources
to recommission the mine. If the Registrant can prove by survey that the
development of its mining interest is commercially feasible, the Registrant
intends to joint venture the development with a company with larger financial
resources providing the monies for development. It is not anticipated that
the Registrant will be called upon to provide financing to recommission the
mine.
The Tin and base metal claims were allowed to lapse during the year ended
June 30, 1997.
Grey Granite Deposit
This deposit is located 50 miles northwest of Townsville, North Queensland,
Australia and is held under a lease tenement and covers 74 acres. The
deposit is located less than a half mile from a paved road and 50 miles from
the cutting and polishing plant operated by Australian Granite Corporation,
with whom the Company continues to negotiate a supply agreement.
Geology and Mineralization
An independent consultant prepared a review of the commercial potential for
the exploitation of the Grey Granite Deposit dated September 29, 1993 and the
following has been extracted from that report:
Production
The deposit is estimated to contain 2 million cubic meters of product and is
approximately 400 meters by 800 meters in size. On site operations and
transportation are intended to be performed by third party contractors. No
granite has been extracted from the Company's Grey Granite Deposit and as the
granite is located relatively close to the surface, large expenditures for
capital equipment will not be necessary.
The Company has received quotations from Interlink Services and Davis Brothers
for transportation and storing. The Company has not entered into any
transportation and storage contracts to date. Park Lane has placed a net
present proved value of $7.8 million on this deposit.
Test mining of this area commenced in January 1995. Approximately 57 tones
were extracted and samples transported to the Australian Granite processing
plant located in Townsville. The sample material was slabbed, sliced and
polished, and is now being tested for weathering, staining and scratch
resistance.
<PAGE>
Market
As with sandstone, the use of granite as a building material in Australia has
undergone a revival since the early 1980's. Usage in Australia is small by
world standards. Total world production of dimensional stone is US$16 - 18
billion annually. Australia produces 1.5% of world production. The value of
stone currently used in Australia is A$200,000,000 per annum of which
approximately 42% is imported.
The characteristics of the deposit permit the granite to be sawn into thin
sheets giving the impression of solid blocks for a classically styled
exterior facade. Uses also include internal walls, floors, counter tops and
furniture.
Australian Granite is currently upgrading their facilities to cut tiles. The
Company's grey granite is particularly well suited for this purpose.
There are no other known local suppliers of grey granite to the Australian
Granite plant.
The Grey Granite claims were allowed to lapse during the year ended June 30,
1997.
Other features of the Business
To minimize capital expenditures and personnel requirements, on-site mining,
extraction and transportation of product is intended to be under fixed
contracts with third parties.
Competitive Conditions
The Registrant has many competitors in the mining and/or quarrying of
sandstone, tin and base metals and granite respectively, none of which are
dominant. In each of its markets, the Company encounters larger, more
experienced companies with greater resources. The sandstone and granite
deposits are located close to ground surface. The Company's mineral
activities involve the mining of commodity type products, which is not easily
differentiated from that of its competitors. The Company believes that the
quality of its product is at least equal to or better than its competitors.
Environmental Regulation
Environmental laws and regulations of the jurisdictions in which the
Registrant carries on business have some impact on the exploration for and
development of the Registrant's mineral reserves. To date, the Registrant
has not been required to spend any substantial sums to comply with
environmental laws and regulations. However, the Registrant may be required
in the future to comply with environmental laws and regulations. The
additional changes in operating procedures and expenditures required to
comply with future laws dealing with the protection of the environment cannot
be predicted.
<PAGE>
REHABILITATION FACILITIES
On April 15, 1994, Queensland entered into a license agreement with Work
Recovery, Inc. ("WRI"). Pursuant to the agreement, Queensland was granted a
master license in Canada for ERGOS. ERGOS is a trademark name for
proprietary equipment that serves as a work simulator for functional capacity
testing in situations of work loss due to injury.
ERGOS is a computer based work simulator initially designed to assist
rehabilitation facilities, physician groups, hospitals and medical clinics in
performing physical function evaluations in measuring the progress of work
therapy programs. The simulator provides both functional capacity testing and
work conditioning.
Under its license agreement, Queensland has the right to open rehabilitation
clinics using the ERGOS equipment in Canada. These clinics are intended to
provide physical and vocational aptitude assessment services and
rehabilitation therapy to physician groups, employers, hospitals and medical
clinics and also offer physical assessments for the purpose of complying with
the American Disabilities Act.
The license is for an initial term of 5 years with renewal based upon
primarily opening of 15 centers during the term of the license agreement.
The terms of the license agreement provides for payment of $2,500,000 as
follows: $1,000,000 upon signing of the agreement (WRI agreed to accept
200,000 shares of the Registrant's common stock in lieu of $1,000,000) and is
in the process of renegotiating the balance of payments due.
During the year ended June 30, 1996 WRI has been placed in to receivership and
the Company does not expect to pay the balance of the License fee noted above.
TREE FARMING
On April 15, 1994, Wincanton (Aust) Pty. Ltd. ("Australia"), a wholly owned
subsidiary of the Registrant, entered into an agreement with Forestry
International Pty. Ltd. ("Forestry") to acquire a tree plantation in the
country of Australia. The purchase price was $740,200 with $222,060 payable
on signing of the agreement. During the year ended June 30, 1995, the
Registrant renegotiated the terms of the remaining amount payable. Under the
revised agreement, amended on May 18, 1995, the balance due was increased from
$700,000 AUD to $900,000 AUD. The revised balance due is to be repaid at
$62,500 AUD per month for 12 months with the balance of $150,000 AUD due in
the thirteenth month. No interest is payable under the agreement unless in
default. During the year ended June 30, 1996 three of the required payments
was made and as a result the agreement is in default.
<PAGE>
The President of the Registrant owns approximately 19% in Forestry
International Inc., parent company to Forestry International Pty. Ltd.
Also on April 15, 1994, Australia entered into an agreement with Saddle
Mountain Timber Corporation whereby it sold the tree inventory for
$1,480,400, $222,060 payable on signing of the agreement. Under the agreement,
the Registrant is responsible to grow the tree inventory until harvestable or
20 years. During the year ended June 30, 1995, Australia negotiated the
settlement of the balance of funds due under the agreement by accepting
2,428,571 common shares of the purchaser.
The Registrant's tree farm is located in the County of Rous, Australia and
encompasses approximately 245 acres. The farm seeks to grow fast growing
hardwood trees propagated by tissue culture resulting in disease free,
consistently growing trees.
The risk of forest fire exists with any timberland. The Company will rely on
fire prevention programs for fire fighting services. Fire insurance for
standing timber is rarely purchased in Australia for it and would be
prohibitively expensive. Consistent with historical practice, the Company
does not purchase such insurance coverage.
The Company has engaged the services of an expert botanist with extensive
experience working in the hardwood industry and with particular knowledge of
the Paulownia trees being grown by the Company.
In the operation and management of its tree farm, the Company is subject to
various laws regulating land use. Management believes it is in substantial
compliance with such laws and regulations. Management anticipates that
increasingly strict laws and regulations relating to the environment, natural
resources, forestry operations, and health and safety matters, as well as
increased social concern over environmental issues, may result in additional
restrictions on the operations of the tree farm. This will in turn result in
increased costs, additional capital expenditures and reduced operating
flexibility. Although the Company does not consider laws and regulation to be
materially burdensome, there can be no assurance that future legislative,
governmental or judicial decisions will not adversely affect the Company's
operations.
The Registrant retained the services of Work Recovery, Inc. through a one
year consulting agreement dated July 1, 1994, whereby WRI will assist the
Company through the introduction of influential people in each of the
countries where WRI currently holds master license programs for distribution
of its products and services. WRI will also provide introductions to
governmental agencies within these countries and will direct the Registrant
to individuals who have as their primary responsibility decisions related to
environmental reforestation and reclamation of land during mining operations.
During the year ended June 30, 1996 WRI has been placed in receivership and
will be unable to fulfill its commitment to the Registrant under the
Consulting Agreement.
<PAGE>
In May 1996, Wincanton (Aust) Pty. Ltd. sold all of its assets in a non-arms
length transaction. The asset were exchanged for debts owing to related
parties including directors and company's with directors in common with
Wincanton (Aust) Pty. Ltd. The amounts owing to the related parties resulted
from the advance of cash to perform the necessary tree maintenance on the
tree farm, mortgage payments made on behalf of the company and for services
rendered to he company. The Registrant has ceased the operations of
Wincanton (Aust) Pty. Ltd. due to continuing unsustainable losses.
COMMERCIAL REAL ESTATE OPTION, AUSTRALIA
On March 2, 1995, the Company, through its wholly owned subsidiaries Wincanton
Properties Pty. Ltd. and Wincanton Holdings Pty. Ltd. entered into five
separate option agreements. The option agreements give the holder the right
to purchase five commercial real estate properties in Australia. The option
is exercisable for a period of one year and expires on March 2, 1996.
Consideration for the option was the payment of cash in the amount of
$143,645, the issuance of 784,572 common shares at a deemed value of
$4,118,751 and the issuance of five classes of preferred shares, which have
been assigned a nominal value of $5 in total.
Under the option agreements, the property owners were issued series A, B, C,
D and E preferred shares which shares are held by an escrow agent. The
preferred shares are convertible into common shares, on a share for share
basis, at the discretion of the property owners. If converted the property
owners may instruct the escrow agent to sell the common shares for cash. When
the cash raised by selling the common shares is sufficient to pay the option
purchase price and the Company exercises the option to purchase, the cash
shall be transferred to the owners and the title to the property shall be
transferred to the Company. In the event that the cash raised is sufficient
to pay the option purchase price and the Company does not exercise the option,
the property holders have the right under a put arrangement to cause the
optioned properties to be sold.
During the year ended June 30, 1996, the property purchase options have
expired unexercised.
Patents, Trademarks, Licenses, Franchises and Commission
The Company's legal counsel has conducted a patentability search of the new
Tradesman rear end suspension technology. Based on that search, counsel
believes that claims affording patent protection of meaningful scope for the
Tradesman invention can be obtained by the Company.
<PAGE>
Seasonal Business
The Registrant's businesses are generally not seasonal. However, while the
Registrant's tree farm is a year round activity, harvesting schedules are
based on species, soil classification, timber inventory and size, age and
classification of timber.
Practices Relating to Working Capital Items
The Registrant manufactures little of its products for its own inventory. The
Registrant purchases materials from third parties and assembles goods upon
receipt of orders.
Customers
During the 1998 fiscal year, the Registrant recorded no sales.
Backlog Order
The Registrant has no backlog orders.
Governmental Contracts
The Company has no government contracts.
Research and Development Activities
During the year ended June 30, 1998, the Company did not engage in any
research and development activities.
Employees
At June 30, 1998, the company had no full time employees.
ITEM 2. - DESCRIPTION OF PROPERTY
Since June 1993, the Company has maintained its executive office in the
office of one of its directors pursuant to an oral month-to-month lease
calling for the payment of no rent.
Tradesman leased 21,000 square feet for their headquarters building in an
automotive park in Carlsbad, California. The lease is for a period of five
years and expires on December 31, 1999 at a rent of $25,110 per month. On or
about March 31, 1996 the Registrant terminated the lease and vacated the
premises and expects to pay no further rent on same.
As part of its design and engineering program to develop vehicle cargo lifting
technology, Tradesman leases 3,306 square feet in an industrial park in Santa
Ana, California. The lease is for one year and expires on April 30, 1996 at
a rent of $1,620 per month. During the year ended June 30, 1996 the Company
has negotiated a termination of this lease and vacated the space.
<PAGE>
ITEM 3. - LEGAL PROCEEDINGS
On or about April 10, 1995, Tradesman Industries, Inc. was sued in the United
States District Court for the District of Delaware by Fairgill Investments
Pty Limited and Roll-on Vehicles Management Pty Limited. The Complaint in
this Action included a First Count for the alleged misappropriation of trade
secrets, a Second Count for alleged patent infringement, a Third Count for
alleged false patent marking, and a Fourth Count for an alleged violation of
Section 43(a) of the Trademark Act. The Action seeks damages and attorneys'
fees and a permanent injunction against the alleged acts of patent
infringement and unfair competition. Tradesman has answered denying
misappropriation of trade secrets as to the First Count, denying that there
is any basis whatsoever for the multiple charges of patent infringement under
the Second Count and denying liability under the Third and Fourth Counts of
complaint.
On September 21, 1995, the Second Count for patent infringement was dismissed,
with prejudice, by stipulation between the parties and order of Delaware
Federal Court. All of the remaining counts were dismissed during the year
ended June 30, 1996.
In December 1995, Robert Page and McGee Settlement Trust brought suit against
the Registrant its subsidiary Tradesman Industries Inc., the company's
directors, employees, certain consultants and other unrelated individuals
alleging in sum, various acts of fraud, securities violations and breaches of
fiduciary duty. The defendant's moved to stay the proceedings and to compel
arbitration, which motion was granted. The arbitration date has not yet been
set. The plaintiffs have claimed damages in the amount of $30,000,000 and to
seek the appointment of a receiver for Wincanton and Tradesman. The Company
contends that Page and McGee Settlement Trust breached their agreement to
provide technology and that no loss should be incurred.
During the year ended June 30, 1998 the Registrant negotiated a settlement of
this lawsuit. The settlement involves the payment of $400,000 over an eight
month period commencing in October 1997, the return of all rights to the
technology granted under the McGee Settlement Trust agreement and the return
to the Registrant of 1,000,000 common shares issued. All payments were made
and the common shares were returned to the Registrant and will be returned to
the transfer agent for cancellation.
In April 1997, Work Recovery, Inc. brought suit against the Registrant
alleging that the Registrant owes Work Recovery, Inc. the sum of $6,750,000
plus interest and attorneys' fees. The amount alleged due is pursuant to a
consulting agreement, whereby the Registrant agreed to pay Work Recovery,
Inc., $9,600,000, for consultancy services rendered from July 1, 1994 through
July 1, 1995. This agreement is more fully described elsewhere in this
document.
On July 3, 1997, Work Recovery, Inc. was awarded a default judgement against
the Registrant in the amount of $6,750,000.
During the year ended June 30, 1998, the Registrant has retained legal
council and successfully re-opened the default judgement and is defending the
action.
<PAGE>
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There are no such matters requiring disclosure.
PART II
ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
(a) The shares of the Company's common stock are listed in the "Pink
Sheets" and on the NASDAQ Bulletin Board under the symbol WNCC.
The high and low bid price for the shares of the Company's common
stock since trading commenced on August 23, 1993 is as follows:
PERIOD HIGH BID LOW BID
Quarter ended June 30, 1998 0.06 0.02
Quarter ended March 31, 1998 0.06 0.02
Quarter ended December 31, 1997 0.47 0.06
Quarter ended September 30, 1997 0.50 0.125
Quarter ended June 30, 1997 0.50 0.10
Quarter ended March 31, 1997 0.50 0.125
Quarter ended December 31, 1996 0.50 0.125
Quarter ended September 30, 1996 0.50 0.125
Quarter ended June 30, 1996 0.50 0.28
Quarter ended March 31, 1996 1.00 0.28
Quarter ended December 31, 1995 5.25 0.28
Quarter ended September 30, 1995 11.62 5.25
Quarter ended June 30, 1995 11.75 9.75
Quarter ended March 31, 1995 10.25 8.00
Quarter ended December 31, 1994 8.25 6.00
Quarter ended September 30, 1994 -- --
Quarter ended June 30, 1994 -- --
Quarter ended March 31, 1994 -- --
Quarter ended December 31, 1993 5.00 3.00
August 23 - September 30, 1993 5.00 1.50
The aforementioned prices reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual
transactions.
(b) As at June 30, 1998 there were approximately 780 holders of record of
the Company's common stock.
(c) The Company has never paid any dividends and does not anticipate
paying dividends for the foreseeable future.
<PAGE>
ITEM 6.- SELECTED FINANCIAL DATA
The selected financial data presented below was derived from the financial
statements of the Company which have been audited by Davidson & Company,
independent chartered accountants, as to June 30, 1998, June 30, 1997, June
30, 1996, June 30, 1995 and by KPMG Peat Marwick Thorne as to June 30,
1994 and December 31, 1993. Another firm of independent auditors audited the
years 1989 through 1992. The data should be read in conjunction with the
Company's financial statements and the accompanying notes and "Management
Discussion and Analysis of Financial Condition and Results of Operations".
As at and for the years ended December 31,
1989 1990 1991 1992
Sales Nil Nil Nil Nil
Loss from
continuing
operations ($8,596) ($1,411) ($12,875) ($2,408)
Loss from
continuing
operations
per share ($0.01) Nil ($0.01) Nil
Total Assets $3,701 $2,290 $164 $277
Long term
obligations Nil Nil Nil Nil
Dividends
declared Nil Nil Nil Nil
--------------------------------------------------------------
<PAGE>
1993 As at and for As at and for As at and for
the period the period the period
ended June 30, ended June 30, ended June 30,
94 95 96
Sales Nil Nil Nil Nil
Loss from
continuing
operations ($234,846) ($424,715) ($16,887,396) ($1,800,760)
Loss from
continuing
operations
per share ($0.06) ($0.06) ($1.80) ($0.19)
Total Assets $386,977 $2,506,062 $6,757,292 $355,768
Long term
Obligations
Nil $181,300 Nil Nil Nil
Dividends
declared Nil Nil Nil Nil
--------------------------------------------------------------
As at and for As at and for Inception on
the period the perios October 5,
ended June 30, ended June 30, 1987 to June 30
97 98 98
Sales Nil Nil Nil
Loss from
continuing
operations ($683,801) ($55,578) ($20,322,169)
Loss from
continuing
operations ($.07) ($0.01) N/A
per share
Total Assets $217,315 $193,161 N/A
Long term
obligations Nil Nil Nil
Dividends
declared Nil Nil Nil
--------------------------------------------------------------
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The above selected financial information and the following discussions should
be read in conjunction with the Registrant's consolidated financial statements
for the years ended June 30, 1998, June 30, 1997, June 30, 1996, June 30,
1995, six months ended June 30, 1994, year ended December 31, 1993 and 1992
and from inception on October 5, 1987 to June 30, 1995 included elsewhere in
this form.
Since its incorporation on October 5, 1987, the Registrant has investigated
and evaluated various assets, properties and business opportunities for
acquisition. Prior to 1993, the Registrant had been unsuccessful in this
regard. During 1993, the Registrant entered into a joint venture agreement
with a related company to acquire an 85% interest in certain resource
properties under development located near Charters Tower, North Queensland,
Australia in exchange for 800,000 common shares of the Registrant and cash of
approximately $240,000. During the year ended June 30, 1997 all of the
natural resource exploration permits expired. During the year ended June 30,
1998, the Registrant sold all of it's interest in Queensland to a former
Director for nominal proceeds. The Registrant also settled the Page and
McGee Settlement Trust Law suit.
On March 30, 1994, the Corporation and Queensland entered into a license
agreement with Granite Marketing Corp. Under the agreement, Queensland was
granted a license of certain patents to manufacture, promote, market, sell
and distribute industrial electrical products. The license was terminated in
1995.
On April 15, 1994, Queensland entered into a license agreement with Work
Recovery, Inc. Under the agreement, Queensland was granted a master license
for Canada, for the use of ERGOS. ERGOS is a trademark name for proprietary
equipment that serves as a work simulator for functional capacity testing in
situations of human work loss due to injury. No sales have been made during
the year ended June 30, 1996. Work Recovery, Inc. was placed into
receivership during the year ended June 30, 1996 and the future of this
license is uncertain.
On April 15, 1994, Australia entered into an agreement to acquire a tree
plantation located in the country of Australia. The $1,000,000 AUD ($740,000
US) purchase price was allocated to land as to $331,000 and plantation assets
as to $409,000. A portion of the plantation assets was subsequently sold
for $2,000,000 AUD to a third party. Revenue from the sale has been deferred
until the purchaser harvests the trees. During the year ended June 30, 1996,
Australia sold all of its assets in non-arms length transaction in exchange
for debt.
On April 19, 1994, the Corporation entered into an agreement with the McGee
Settlement Trust for the design and patent rights to certain trolley/tow
devices. The Corporation has cash advances made to June 30, 1995 of $423,000
to the development of these concept vehicles. During the year ended June 30,
1996, McGee Settlement Trust and Robert Page have sued the Registrant. (See
Item 1, Specialty Vehicles and Item 3, Legal proceedings).
<PAGE>
On March 2, 1995, the Company, through its wholly owned subsidiaries Wincanton
Properties Pty. Ltd. and Wincanton Holdings Pty. Ltd. entered into five
separate option agreements. The option agreements give the holder the right
to purchase five commercial real estate properties in Australia. The option is
exercisable for a period of one year and expires on March 2, 1996.
Consideration for the option was the payment of cash in the amount of
$143,645, the issuance of 784,572 common shares at a value of $2,540,887 and
the issuance of five classes of preferred shares, which have been assigned a
nominal value of $5 in total.
Under the option agreements, the property owners were issued series A, B, C,
D and E preferred shares which shares are held by an escrow agent. The
preferred shares are convertible into common shares, on a share for share
basis, at the discretion of the property owners. If converted the property
owners may instruct the escrow agent to sell the common shares for cash.
When the cash raised by selling the common shares is sufficient to pay the
option purchase price and the Company exercises the option to purchase, the
cash shall be transferred to the owners and the title to the property shall
be transferred to the Company. In the event that the cash raised is
sufficient to pay the option purchase price and the Company does not exercise
the option, the property holders have the right under a put arrangement to
cause the optioned properties to be sold.
The option agreements expired unexercised during the year ended June 30, 1996.
On June 27, 1994 the Company formed a subsidiary company, Tradesman
Industries, Inc. ("Tradesman"). The McGee Settlement Trust agreement was
assigned to Tradesman. In April 1995, Tradesman's management decided to
design a new body frame, rear suspension system and cargo bed. A 1996
production prototype vehicle is currently being produced and is a radical
departure from the technology transferred under the McGee Settlement Trust
Agreement. Tradesman is pursuing patent protection domestically and
internationally for the new easy-loading technology currently being developed.
On December 5, 1994, Tradesman entered into two agreements with WRI.
The first agreement provides for WRI acquiring a 10% equity interest in
Tradesman in exchange for $2,500,000.
The second agreement provides for the sale to WRI of a master distribution
license for the United States to sell all Tradesman products, for a period of
15 years. Consideration for the master distribution license was $6,000,000.
The agreement also called for an initial purchase commitment deposit from WRI
of $1,500,000.
<PAGE>
All of the amounts have been paid by way of WRI delivering 4,651,163 shares
of its common stock to Tradesman. The Company has sold all but 401,163 of
the shares received from Work Recovery, Inc.
The Registrant has concentrated its efforts during the year ended June 30,
1996 to completion of Tradesman's prototype vehicle development.
Work Recovery, Inc. was placed in receivership during the year ended June 30,
1996 and the future concerning the agreements discussed above is uncertain.
Liquidity and capital resources
Year ended June 30, 1998 compared to the year ended June 30, 1997
At June 30, 1998, the Registrant has $24,013 of current assets and $7,509,157
in current liabilities compared to $45,616 of current assets and $8,978,301
of current liabilities as at June 30, 1997. This increase in working capital
is the result of two main factors, being the reduction in liabilities
resulting from the sale of Queensland, during the year, and offseting this
the payment in full of the $400,000 in settlement of the McGee Settlement
Trust law suit, together with legal fees included in accounts payable.
Results of operations
The Registrant's loss for the year ended June 30, 1998 was $55,578 compared
to $683,801 for the year ended June 30, 1997. The decrease in the loss amount
is a result of several factors.
Administrative expenses for the year ended June 30, 1998 was $55,578 (being
professional fees of $107,605 less Other expenses of $52,027) compared to
$683,801 for the prior year. This reduction in expenses is a result of no
spending during the year except for the legal defense of the law suits
discussed elsewhere in this document together with accounting and audit fees.
Other expenses of ($52,027) is made up of general administrative
expenses of $5,276 reduced by certain account payable amounts which
were written off during the year in the amount of $57,303.
Year ended June 30, 1997 compared to the year ended June 30, 1996
At June 30, 1997, the Registrant has $45,616 of current assets and $8,978,301
in current liabilities compared to $149,069 of current assets and $8,433,047
of current liabilities as at June 30, 1996. This decrease in working capital
is the result of two main factors, being the recording of $400,000 payable,
during the year, for settlement of the McGee Settlement Trust law suit,
together with legal fees included in accounts payable.
Results of operations
The Registrant's loss for the year ended June 30, 1997 was $683,801 compared
to $1,800,760 for the year ended June 30, 1996. The decrease in the loss
amount is a result of several factors.
<PAGE>
Administrative expenses for the year ended June 30, 1997 were $319,871
compared to $1,758,630 for the year ended June 30, 1996.
Consulting fees were reduced to $nil from $442,571 in the prior year. This
reduction is directly related to the inactivity during the year.
Other expenses were $27,051 which is reduced from $335,582 for the prior
period, such decrease due to the reduced activity within Tradesman Industries,
Inc.
Professional fees were reduced to $159,149 from $561,591 due to the
conclusion of certain matters requiring legal attention.
Travel and entertainment expense decreased to $22,496 compared to $173,733.
This decrease resulted from less travel required during the year.
Wages were $96,000 compared to 197,196 for the previous year, due to the
reduced staffing within Tradesman Industries, Inc.
Year ended June 30, 1996 compared to the year ended June 30, 1995
At June 30, 1996, the Registrant has $149,069 of current assets and
$8,433,047 in current liabilities compared to $4,799,800 of current assets
and $9,487,528 of current liabilities as at June 30, 1995. This decrease in
working capital is the result of several factors:
- - accounts payable includes $8,251,499 due to Work Recovery, Inc. being
$6,751,499 the balance due under the one year consulting agreement
entered into on July 1, 1994 and $1,500,000 the balance due under the
license agreement dated April 15, 1994.
- - amounts and notes receivable decreased from $2,686,069 to $16,208 due
to the receipt during the year of $2,525,001 from Work Recovery, Inc.
in the form of common shares. This payment represented the final
instalment on the purchase by WRI of the Distribution License.
- - Current portion of mortgages payable decreased from $688,500 to $nil,
as a consequence of the sale of all of the assets from Australia in
the non arms-length transaction described elsewhere in this document.
- - As a result of the discontinued operations in Wincanton (Aust) Pty.
Ltd. the income tax liability has decreased from $166,095 to $nil.
Results of operations
The financial statements attached have been restated in the prior years to
give effect to the discontinued operation of Wincanton (Aust) Pty. Ltd.
The Registrant's loss for the year ended June 30, 1996 was $1,800,760
compared to $16,887,396 for the year ended June 30, 1995. The decrease in
the loss amount is a result of several factors.
<PAGE>
Administrative expenses for the year ended June 30, 1996 were $1,758,630
compared to $11,510,353 for the year ended June 30, 1995. Consulting fees
were reduced to $442,571 from $9,895,005 in the prior year. This reduction
is directly related to the WRI Consulting Agreement for $9,600,000 booked in
1995.
Other expenses were $335,582 which is up slightly form the $305,544 for the
prior period, such increase due to the increased activity within Tradesman
Industries Inc.
Professional fees for the year ended June 30, 1996 were $561,591 compared to
$263,564 for the previous period. This increase is due to the legal defenses
of the lawsuits brought against Tradesman (see Item 3. - Legal Proceedings)
Promotion expense was $32,016 compared to $182,500.
Research and development expenses for the current year were $100 compared to
$437,133 for the prior year. This decrease is a result of the write off of
amounts expended on the Thanksmate technology and prototypes being written
off during the prior year.
Travel and entertainment expense decreased to $173,733 compared to $318,897.
This decrease resulted from less travel required during the year.
Wages increased to $197,196 during the year ended June 30, 1996 up from
$88,717 the prior year. This increase is due mainly to the increased number
of clerical staff employed during the year.
The registrant recorded a loss on sale of investments of $35,691 during the
current year compared to nil the year before. This loss relates to the sale
of its Saddle Mountain Timber Corp. shares.
Advances from a director were written down in the current year by $793,481 to
there estimated net realizable value. The corresponding write down for the
previous year was $467,656. If and when these advances are repaid, the
registrant will record a recovery of advances previously written-off.
As a part of the transfer of assets from Australia, the Registrant recorded a
loss on the sale of capital assets of $86,832.
Year ended June 30, 1995 compared to the six months ended June 30, 1994
Liquidity and capital resources
At June 30, 1995, the Registrant has $4,799,800 of current assets and
$9,487,528 in current liabilities compared to $554,887 of current assets and
$626,681 of current liabilities as at June 30, 1994. This decrease in
working capital is the result of several factors:
- - accounts payable includes $6,951,499 due to Work Recovery, Inc. being
the balance due under the one year consulting agreement entered into
on July 1, 1994. In addition, accounts payable include $1,500,000 to
WRI under a license agreement described elsewhere in this document.
<PAGE>
- - mortgage payable of $688,500 which results from the renegotiation of
amounts due under the April 15, 1994 agreement with Forestry
International, Inc. to include interest in the amount of $160,510,
all of which is due within one year.
These decreases to working capital are offset by the following:
- - the sale of the master distribution license to WRI wherein $2,525,000
was receivable at June 30, 1995.
- - the private placement of 100,000 shares for cash proceeds of
$1,000,000.
It is anticipated that the Registrant will require further working capital to
fund its current operations. It is expected that such funds will be obtained
by the sale of additional capital stock of the Registrant although there can
be no assurance that the Registrant will be able to obtain such funds.
Results of operations
The financial statements attached, have been restated in the prior years to
give effect to the discontinued operation of Wincanton (Aust) Pty. Ltd.
The Registrant's loss for the year ended June 30, 1995 was $16,887,396
compared to $424,715 for the six months ended June 30, 1994. The increase in
the loss amount is a result of several factors.
Administrative expenses for the year ended June 30, 1995 were $11,510,353
compared to $207,001 for the six months ended June 30, 1994. Consulting fees
incurred during the year increased to $9,895,005 compared to $53,621 for the
six-month period ended June 30, 1994. The Registrant incurred $9,600,000 in
the consulting fees under a one year consulting agreement with Work Recovery,
Inc. dated July 1, 1994, of which $2,653,501 were paid to Work Recovery, Inc.
for the following:
- - introductions to influential people and decision-makers involved in
health care and rehabilitation industries.
- - conducted transportation surveys, customer expectation interviews,
focus group surveys and feasibility studies for persons with
disabilities, with a view to deriving demand for Tradesman products.
- - provided introductions to Federal and State agencies representing
persons with disabilities and Workers' Compensation claims.
- - provided counsel to Tradesman with regard to the American's with
Disabilities Act.
- - Consulted on Tradesman behalf with Workers Compensation seeking
endorsements for Tradesman's products.
- - inquiry as to how to get customers through the Workers Compensation
and American Disabilities Act representatives.
- - promotional activity making the various Federal, State and the public
aware of the vehicles.
- - assisted Tradesman at national health care trade shows and expos for
the physically challenged.
<PAGE>
- - Conducted health care sales and service training programs for
Tradesman employees and representatives.
- - assisted Tradesman with producing brochures, slide presentations and
videos directed toward the physically challenged and health care
market.
- - to provide introductions to WRI's existing and future license holders
and general assistant in the development of international distribution
license agreements for its products.
Other expenses increased to $305,544 compared to $26,188 for the prior period.
This increase is results from the increased activity with Tradesman in the
development of their prototypes and technology.
Professional fees for the year ended June 30, 1995 were $263,564 compared to
$70,718 for the previous period. This increase is due largely to the legal
defense of the lawsuit brought against Tradesman (see Item 3. - Legal
Proceedings) and to the cost of completing the Australian real estate option
agreements.
Promotion expense was $182,500 compared to nil. Tradesman was active during
the year promoting its prototypes and technology, producing printed and video
material.
Research and development cost increase to $437,133 from nil. This increase
is due to the write off of costs related to the Thanksmate technology, which
was abandoned in 1995.
Travel and entertainment expense increase to $318,897 compared to $42,227.
This increase resulted from travel by the Registrant's employees for legal,
technical, and capital raising activities.
Wages expense was $88,717 compared to nil for the previous year. Tradesman
Industries, Inc. began hiring staff in 1994 for its operations.
During the year ended June 30, 1995 the Registrant sold a 10% interest in its
subsidiary, Tradesman. This transaction resulted in a gain of $1,682,774,
such gain being included in additional paid-in capital.
The Registrant also recorded an unrealized loss on available for sale
securities in the amount of $101,428. This amount represents the decline in
value of common shares held Saddle Mountain Timber Corporation.
The real estate options have been written off resulting in a loss of
$2,684,537, because the option subsequent to June 30, 1995 expired,
unexercised.
Certain advances were written off totaling $467,656, being amounts due from a
director, $173,005 and the remainder, $294,651 due from a director of Saddle
Mountain Timber Corp.
Licenses were written down by $1,500,000, being the amount due under the WRI
license described elsewhere in this document. WRI has been placed into
receivership subsequent to June 30, 1995 and the value of this license has
been written down to a nominal value.
<PAGE>
Six months ended June 30, 1994 compared to year ended December 31, 1993
Liquidity and capital resources
At June 30, 1994, the Registrant had $554,887 of current assets and $626,681
of current liabilities compared to $385,100 of current assets and $12,613 of
current liabilities as at December 31, 1993. This decrease in working capital
is the result of several factors.
- - the redemption of the subsidiary company share held by the
non-controlling interest for CDN $250,000;
- - advances of $50,780 relating to the prototypes described above, under
"Item 1., Specialty Vehicles".
- - current portion of long-term debt on the purchase of land and
plantation assets of $346,690; and
- - income tax payable in Australia on the sale of the plantation assets
of $205,235.
These decreases were offset by the sale of capital stock and advances on
share subscriptions received of $117,000.
Results of Operations
The Registrant's loss for the six month period ended June 30, 1994 was
$424,715 compared to a loss of $234,846 for the year ended December 31, 1993.
The increase in loss is due to the provision for income taxes of $205,235
which resulted from the sale of the plantation assets in Australia for
proceeds of $2,000,000 AUD ($1,480,000 US). The gain on the disposal of
plantation assets has been deferred for accounting purposes until such time
as the trees are harvested.
Administrative expenses for the six-month period ended June 30, 1994 were
$208,401 compared to $193,603 for the year ended December 31, 1993. The
financing costs were nil compared to $18,749 for the year ended December 31,
1993. Professional fees were $70,718 compared to $30,809 for the prior year
resulting from the legal cost of drafting of various license agreements.
Travel and entertainment of $42,227 were down form $63,678 for the prior year
as the Registrant incurred substantial travel costs in acquiring its
investments in 1993.
The Registrant's expenses included exploration and development expenditures of
$20,168 compared to $57,656 for the year ended December 31, 1993, which
represents the Registrant's 85% share of exploration and development
expenditures incurred by the joint venture. The expenses also include the
Registrant's 85% share in administrative expenses relating to the joint
venture amounting to $14,247, compared to $33,277 for the year ended December
31, 1993 reflecting the shorter period of activity.
The Registrant also had other costs of $26,188 compared to $42,090 for the
prior year which relate to office and administration expenses. These costs
are less in the current period due the shorter period of activity.
The Registrant spent $55,021 on consulting services, which were for project
evaluation in Australia for the plantation and $30,000 for management services
in the US.
During the six months ended June 30, 1994, the Registrant's subsidiary,
Queensland, redeemed the 10% minority interest for cash consideration of
$250,000 CDN. The excess of the redemption price over the stated capital is
reflected as a charge against retained earnings in the amount of $183,292 US.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names of all current directors, executive
offices and significant employee of the Company, and of its significant
subsidiaries, as well as their ages and specific positions as of the date of
this report:
Name and residential address Position Age
Henri Hornby Chairman of 43
3653 Hemlock Court the board
Reno, Nevada, 89509 and Director
Neil Hornby Secretary 39
25 N.W. 23rd Place 6 and Director
#136
Portland, Oregon, 97210
Directors and Executive Profiles
Henri Hornby was first elected to the Board of Directors in June 1993. From
November 1989 to present, he was engaged in asset management.
Neil Hornby was first elected to the Board of Directors in June 1993. He
resigned form the board in 1995 and again joined the board in October 1997.
From August 1993 to the present, he has also been President of RAT Marketing,
a software distribution firm.
Neil Hornby and Henri Hornby are brothers.
Walter Doyle was first elected to the Board of Directors in October 1987. In
1992, he also founded Forestry International, Inc., a company which seeks to
restore deforested lands. Since January 1990, he has been a private investor
and syndicator. During the period from May 1987 to February 1989, he
organized Century Investors Inc. and Ventech, Inc., both venture capital
companies. Walter Doyle resigned from the board of directors on October 14,
1997.
Carl Kosnar was first elected to the Board of Directors of Tradesman
Industries, Inc. in August 1994, and became President and Chief Executive
Officer in August 1994. From May 1993 to July 1994, he was Senior Vice
President of corporate development for Postal Annex +, Inc. From February
1992 to April 1993, he was Senior Investment Executive with Paine Webber, Inc.
involved in investment banking. From October 1990 to January 1992, Mr.
Kosnar was Chief Operating Officer of Rx Medical Services, Inc., a public
company reporting under Section 12(g).
Carl Kosnar resigned from his position in April 1997.
ITEM 11. EXECUTIVE COMPENSATION
For the fiscal year ended June 30, 1998, there was no executive compensation
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 30, 1998, the Common Stock
ownership of each person known by the Company to be the beneficial owner of
5% or more to the Company's Common Stock, all directors individually, and all
directors and officers of the Company as a group. Each person has sole
voting and investment power with respect to the shares of Common Stock owned.
Name and Address Number of Shares Owned Percentage of Class
Walter Doyle 1,868,000 20.6%
38 Orchid Avenue
Surfers Paradise
Queensland, Australia
Henri Hornby 1,000,000 11.0%
3653 Hemlock Court
Reno, Nevada, 89509
<PAGE>
McGee Settlement 1,000,000 11.0%
Trust
Level 1, 4753 Kinghorn St.
Nowra, NSW, 2541
Australia
Mendips Management 1,000,000 11.0%
Ltd.
3653 Hemlock Court
Reno, Nevada, 89509
All directors and 2,000,000 22.3%
Officers as a group
(2 persons)
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During the year, the Registrant sold all of its interest in Queensland to a
former director for nominal proceeds.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(A) The following documents are filed as part of this report:
(1) Financial Statements. See "Index to Financial Statements" on Page 29.
(2) Financial Statements Schedules. Not Applicable.
(3) Exhibits:
3(i) Articles of Incorporation dated October 5, 1987. (1)
3(i)(a) Articles of Amendment dated December 1, 1987. (1)
3(i)(b) Articles of Amendment dated August 11, 1993. (1)
3(ii) By-Laws. (1)
10(a) Share Purchase Agreement dated July 12, 1993 between Wincanton
Corporation and Queensland Industries, Inc. (1)
10(b) Amendment to Share Purchase Agreement dated July 31, 1993. (1)
10(c) Joint Venture Agreement dated July 12, 1993 between North Queensland
Mining Pty Ltd. and Queensland Industries, Inc. (1)
10(d) Amendment to Joint Venture Agreement dated July 31, 1993. (1)
10(e) Independent Consultant's Report relating to Flatrock Sandstone
Deposit. (2)
<PAGE>
10(f) Independent Consultant's Report relating to Grey Granite Deposit. (2)
10(g) Independent Consultant's Report relating to Tin and Base Metal Mines.
(2)
10(h) License Agreement made the 30th day of March 1994 among Granite
Marketing Corp., Queensland Industries, Inc. and the Registrant. (3)
10(i) License Agreement entered into April 19, 1994 between the Registrant
and Work Recovery, Inc. (4)
10(j) Agreement made as of April 19, 1994 between the Registrant and McGee
Settlement Trust. (5)
10(k) Agreement entered into as of April 15, 1994 between Wincanton (Aust)
Pty. Ltd. and Forestry International Pty. Ltd. (6)
10(l) Agreement made as of April 19, 1994 between the Wincanton (Aust) Pty.
Ltd. and Saddle Mountain Timber Corporation. (7)
10(m) Consulting agreement dated July 1, 1994, between the Registrant and
Work Recovery, Inc.
10(n) Release from Granite Marketing Corp. terminating license agreement
made March 30, 1994 (see item 10(b) above).
10(o) Amendment dated May 18, 1995 to agreement dated April 15, 1994
between Wincanton (Aust) Pty. Ltd. and Forestry International Pty.
Ltd. (see item 10(k) above).
10(p) Agreement dated December 6, 1994 between Tradesman Industries, Inc.
and Work Recovery, Inc.
10(q) Deed/Agreement dated March 2, 1995 among 121 Tamar Street Pty. Ltd.,
Wincanton Properties Pty. Ltd. ("Properties"), Wincanton Holdings Pty.
Ltd. ("Holdings") and Steven A. Sanders ("Sanders").
10(r) Deed/Agreement dated March 2, 1995 among Conway Court Pty. Ltd.,
Properties, Holdings and Sanders.
10(s) Deed/Agreement dated March 2, 1995 among Conway Plaza Pty. Ltd.,
Properties, Holdings and Sanders.
10(t) Deed/Agreement dated March 2, 1995 among Best Place Pty. Ltd.,
Properties, Holdings and Sanders.
10(u) Deed/Agreement dated March 2, 1995 among Tembuck Pty. Ltd.,
Properties, Holdings and Sanders.
21(a) Queensland Industries, Inc. a company duly incorporated under the
laws of British Columbia, Canada, is a subsidiary of the Registrant.
(1)
(b) The Registrant filed a report on Form 8-K in April of 1995. The
report disclosed a lawsuit instituted against Tradesman Industries,
Inc., a subsidiary of the Registrant. The suit alleges in part (1)
use of proprietary information, (2) patent information and (3) unfair
competition.
(1) Incorporated by reference under same Exhibit number with From 10
Registration Statement dated March 25, 1994.
<PAGE>
(2) Incorporated by reference under same Exhibit number with Form 10A
Registration Statement dated September 27, 1994.
(3) Incorporated by reference as Exhibit Nos. 2-1 with Form 8-K Current
Report dated August 22, 1994 ("Form 8-K").
(4) Incorporated by reference as Exhibit Nos. 2-2 with Form 8-K.
(5) Incorporated by reference as Exhibit Nos. 2-4 with Form 8-K.
(6) Incorporated by reference as Exhibit Nos. 2-5 with Form 8-K.
(7) Incorporated by reference as Exhibit Nos. 2-6 with Form 8-K.
(8) Incorporated by reference as Exhibit Nos. 2-7 with Form 8-K.
<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 Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: September 30,1998
WINCANTON CORPORATION
By: Neil Hornby
Neil Hornby/Secretary
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.
Signature Title
Henri Hornby Chairman of the Board
Henri Hornby President/Secretary
Neil Hornby Treasurer/Director
Neil Hornby
<PAGE>
Notes to Consolidated Financial Statements
WINCANTON CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
(A Company in the development stage)
(Expressed in U.S. dollars)
JUNE 30, 1998
DAVIDSON & COMPANY
Chartered Accountants
A Partnership of Incorporated Professionals
AUDITORS' REPORT
To the Shareholders of
Wincanton Corporation
(A Company in the development stage)
We have audited the consolidated balance sheet of Wincanton Corporation (a
company in the development stage) as at June 30, 1998 and 1997 and the
consolidated statements of operations and deficit accumulated during the
development stage and changes in financial position for the years then ended.
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance 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.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at June 30,
1998 and 1997 and the results of its operations and the changes in its
financial position for the years then ended in accordance with generally
accepted accounting principles.
"DAVIDSON & COMPANY"
Vancouver, Canada
Chartered Accountants
September 8, 1998
COMMENTS BY AUDITORS FOR U.S. READERS
ON CANADA - U.S. REPORTING CONFLICT
In the United States, reporting standards for auditors require the expression
of a qualified opinion when the financial statements are affected by
significant uncertainties such as those referred to in Note 1 to these
financial statements. The above opinion in our report to shareholders dated
September 8, 1998 for the year ended June 30, 1998 is not qualified with
respect to, and provides no reference to, these uncertainties since such an
opinion would not be in accordance with Canadian reporting standards for
auditors when the uncertainties are adequately disclosed in the financial
statements.
"DAVIDSON & COMPANY"
Vancouver, Canada
Chartered Accountants
September 8, 1998
A Member of Accounting Group International
Suite 1270, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED BALANCE SHEET
(Expressed in U.S. dollars)
AS AT JUNE 30
1998 1997
ASSETS
Current
Cash
$ 15,297 $ 34,688
Amounts and notes receivable 8,716 10,928
24,013 45,616
Resource properties (Note 5) - 1
Investments, advances and licences
(Note 6) - 20
Capital assets (Note 7) 169,148 171,678
$ 193,161 $ 217,315
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued
liabilities (Note 3) $ 7,128,157 $ 8,978,301
Due to a director (Note 4) 381,000 -
7,509,157 8,978,301
Unearned revenue (Note 3) 5,005,251 5,005,251
12,514,408 13,983,552
Shareholders' equity
Capital stock (Note 8)
Authorized
15,000,000 preferred shares
15,000,000 common shares, par value of $0.0001
per share
Issued
9,077,752 common shares (1997 - 9,287,752)
834 835
4,195,895 preferred shares (1997 - 4,195,895)
5 5
Additional paid-in capital (Note 8)
6,494,596 6,494,596
Cumulative translation adjustment
- (14,670)
Deficit, accumulated during the development stage
(18,816,682) (20,247,003)
(12,321,247) (13,766,237)
$ 193,161 $ 217,315
Continuing operations (Note 1)
Commitments (Notes 3, 6, and 15)
The accompanying notes are an integral part of these consolidated financial
statements.
WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Expressed in U.S. dollars)
From Year Ended Year Ended Year Ended
Inception June 30, June 30, June 30,
to June 30, 1998 1997 1996
1998
Exploration and
development
expenditures
on resource
properties $ 184,735 $ - $ 1,864 $ 26,783
ADMINISTRATION
EXPENSES
Consulting 10,391,197 - - 442,571
Financing costs 49,306 - - -
Joint venture
operations
(Note 9) 96,002 - 13,644 15,841
Other 685,964 (52,027) 27,051 335,582
Professional
fees 1,198,436 107,605 159,149 561,591
Promotion 216,047 - 1,531 32,016
Research and
development 437,233 - - 100
Travel and
entertainment 621,031 - 22,496 173,733
Wages 381,913 - 96,000 197,196
14,077,129 55,578 319,871 1,758,630
OTHER INCOME (EXPENSES)
Unrealized loss
on available
for sale securities
(Note 6) (101,428) - - -
Write-down of
licence (Note 6)(1,500,000) - - -
Loss on sale
of investments (64,305) - - (35,691)
Write-off of
options to purchase
real estate
(Note 10) (2,684,537) - - -
Write-off/recovery
of advances
(Note 12) (1,223,203) - 37,934 (793,481)
Loss on sale of
capital assets (86,832) - - (86,832)
Legal settlement
costs (Note 15) (400,000) - (400,000) -
(6,060,305) - (362,066) (916,004)
Loss before
discontinued
operations and
non-controlling
interest (20,322,169) (55,578) (683,801) (2,701,417)
Non-controlling
interest in loss
of subsidiary 212,477 - - -
Loss before
discontinued
operations (20,109,692) (55,578) (683,801) (2,701,417)
Income from
discontinued
operations
(Note 11) 1,476,402 1,485,899 - 900,657
Income (loss)
for the year (18,633,290) 1,430,321 (683,801) (1,800,760)
Deficit, accumulated
during the
development stage
beginning of year - (20,247,003) (19,563,202) (17,762,442)
Redemption of
non-controlling
interest in
subsidiary from
related party
(Note 5) (183,392) - - -
Deficit, accumulated
during the
development stage,
end of year $(18,816,682) $(18,816,682) $(20,247,003) $(19,563,202)
Earnings (loss) per share
Continuing operations $(0.01) $(0.07) $(0.29)
Discontinued operations 0.16 - 0.10
The accompanying notes are an integral part of these consolidated financial
statements.
WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
(Expressed in U.S. dollars)
From Year Ended Year Ended Year Ended
to June 30, June 30, June 30, June 30,
Inception 1998 1997 1996
1998
CASH PROVIDED
BY (APPLIED TO):
CONTINUING OPERATIONS
Loss from continuing
operations $(20,109,692) $ (55,578) $ (683,801) $(2,701,417)
Items not
affecting cash:
Expenses paid by
stock issuance 60,000 - - -
Write-off of
advances for research
and development 50,780 - - -
Write-off of options
to purchase real
estate 2,684,537 - - -
Write-off of
advances 1,223,203 - (37,934) 793,481
Write-down of
licences 1,500,000 - - -
Loss on sale of
capital assets 86,832 - - 86,832
Loss on sale of
investments 35,691 - - 35,691
Other (55,175) (57,303) 94 -
Changes in non-cash
working capital:
Amounts and notes
receivable 3,115,860 (2,212) 5,280 2,669,861
Due to (from) a
director 442,926 381,000 138,699 (100,765)
Accounts payable
and accrued
liabilities 7,888,752 (288,287) 545,254 (199,886)
(3,076,286) (22,380) (32,408) 583,797
DISCONTINUED OPERATIONS
Income (loss) from
discontinued
operations 1,476,402 1,485,899 - 900,657
Items not affecting cash:
Loss on sale of
investments 587,826 - - 587,826
Gain on sale of
plantation maintenance
obligation (221,888) - - (221,888)
Changes in non-cash
working capital:
Accounts payable and
accrued liabilities (693,695) (1,485,460) - -
Income taxes
payable - - - (166,095)
Proceeds from sale
of capital assets 394,231 2,530 - 391,701
Proceeds from sale
of investments 148,629 - - 148,629
Long-term debt - - - (688,500)
Investments (736,435) 20 - -
Capital assets (764,855) - - (12,343)
Unearned revenue 692,000 - - (1,530,000)
Other 31,921 - - 31,921
914,136 2,989 - (558,092)
FINANCING ACTIVITIES
Unearned revenue 630,827 - - (2,000,000)
Issue of capital
stock 2,024,148 - - -
Additional paid-in
capital 1,682,773 (1) - -
Redemption of minority
interest in
subsidiary (183,392) - - -
4,154,356 (1) - (2,000,000)
INVESTING ACTIVITIES
Resource properties - 1 - -
Investments, advances
and licences (1,547,882) - 35,000 (136,500)
Capital assets (321,989) - - (7,962)
Options on real
estate (143,645) - - -
Organization cost (515) - - -
Proceeds from sale
of capital assets 16,436 - - 16,436
Proceeds from sale
of investments 20,686 - - 20,686
(1,976,909) 1 35,000 (107,340)
Change in cash position
during year 15,297 (19,391) 2,592 (2,081,635)
Cash, beginning of year - 34,688 32,096 2,113,731
Cash, end of year $15,297 $ 15,297 $ 34,688 $ 32,096
The accompanying notes are an integral part of these consolidated financial
statements.
WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1998
1. CONTINUING OPERATIONS
These consolidated financial statements have been prepared on the basis that
the Company will continue to operate as a going concern, notwithstanding that
the Company has incurred significant operating losses and has an excess of
liabilities over assets at June 30, 1998 of $12,321,247. Future operations
of the Company are dependent upon:
a) Obtaining additional financing to meet its liabilities as they come
due and carry out its business plans;
b) Resolving the legal claims described in Notes 3 and 15 on conditions
favourable to the Company;
c) Meeting certain minimum product delivery requirements under its
licences in order to maintain its licences in good standing,
d) Attaining profitable operations from its various businesses described
in Note 2.
As at June 30, 1998, the Company had a working capital deficiency of
$7,485,144.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The Company was incorporated on October 5, 1987 under the laws of the State
of Washington, U.S.A. The Company holds investments in other companies as
follows:
i) 90% of the shares of Tradesman Industries, Inc. ("Tradesman"), a
development stage company incorporated under the laws of the State of
Delaware, U.S.A., whose principal business is intended to be the
manufacturing, marketing and distribution of trucks, minivans and
trailers with cargo beds and tailgate systems, that lower to the
ground.
ii) 100% of the shares of Wincanton Properties Pty. Ltd. ("Properties"),
a company incorporated under the laws of Australia, whose sole purpose
is to hold options to acquire real estate properties, more
particularly described in Note 11.
iii) 100% of the shares of Wincanton Holdings Pty. Ltd. ("Holdings"), a
company incorporated under the laws of Australia, whose sole purpose
is to hold options to acquire real estate properties, more
particularly described in Note 11.
These consolidated financial statements include the accounts of the Company,
its subsidiaries, Tradesman, Properties, and Holdings. All significant
inter-company transactions and balances have been eliminated.
Generally accepted accounting principles
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. For United
States reporting purposes, the Company is considered to be in the development
stage and the accompanying financial statements are those of a development
stage enterprise.
Financial instruments
The Company's financial instruments consist of cash, amounts and notes
receivable, accounts payable and accrued liabilities and amounts due to a
director. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
Resource properties
Each group of claims in a property is accounted for as a separate area of
interest. Property acquisition costs are deferred until it is determined if
the property contains economically recoverable ore reserves and a production
decision is made. These acquisition costs and development costs incurred
after a production decision is made will be amortized against related
revenues by the unit-of-production method upon commencement of commercial
production, written-down to an estimated net realizable value when it is
determined that the property's value is impaired, or written-off when the
property is abandoned or sold.
All exploration, other development and administrative expenditures are
charged to expense as incurred.
The amounts shown for resource properties represent costs incurred to date,
and do not necessarily reflect present or future values.
Investments, advances and licences
Investments, advances and licences consist of investments in shares of
companies which are available for sale, advances to individuals and companies,
and licences. Investments in shares of companies which are available for
sale are initially recorded at cost with subsequent unrealized gains and
losses included in a separate component of shareholders' equity, except where
a decline in value is other than temporary, in which case the loss is
reflected in income. Advances and licences are recorded at cost and are
written-down to reflect a permanent impairment in value.
Capital assets
Capital assets are recorded at cost. The Company has not made provisions for
depreciation as it is still considered to be in the development stage.
Foreign exchange
Account balances and transactions denominated in foreign currencies and the
accounts of the Company's foreign operations have been translated into U.S.
funds as follows:
i) Assets and liabilities at the rates of exchange prevailing at
the balance sheet date;
ii) Revenue and expenses at average exchange rates for the period in
which the transaction occurred;
iii) Exchange gains and losses arising from foreign currency transactions
are included in the determination of net earnings for the period; and
iv) Exchange gains and losses arising from the translation of the
Company's foreign operations are included as a separate component of
shareholders' equity.
Research and development costs
Research and development costs are charged to operations as incurred.
Loss per share
Loss per share is calculated based on the weighted average number of shares
outstanding during the year ended June 30, 1998, being 9,182,752 (1997 -
9,287,752; 1996 - 9,287,752).
3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
1998 1997
Work Recovery, Inc. $6,750,000 $6,750,000
Other 378,157 2,228,301
$7,128,157 $8,978,301
Work Recovery, Inc.
The Company entered into an agreement with Work Recovery, Inc. ("WRI") to
issue common shares representing a 10% interest in Tradesman. The Company
received common shares of WRI with a market value of $2,500,000 as
consideration, realizing a dilution gain of $1,682,774, which has been
treated as an addition to paid-in-capital. In addition, Tradesman entered
into an agreement with WRI to sell marketing rights for the cargo bed and
tailgate systems in exchange for common shares of WRI with a market value of
$5,005,251. During the year ended June 30, 1995, the Company sold all of the
WRI shares it had received through June 30, 1995 for net proceeds of
$4,980,250, resulting in a nominal gain.
The revenue of $5,005,251 recorded on the sale of the marketing rights has
been reflected as unearned. These amounts will be recognized as revenue on a
straight-line basis as the performance criteria under the licence agreement
are met, including the delivery of a minimum number of units of manufactured
product. If the performance criteria are not met, the Company may be liable
to repay the licence fee.
The final instalment of shares of WRI with an aggregate value of $2,525,000
was received on July 15, 1995. As at June 30, 1998, the Company held 40,116
post consolidated shares of WRI which have been recorded at a nominal value
of $1.
In conjunction with the sale of the Tradesman shares and the marketing rights
to WRI, the Company entered into an agreement with WRI whereby WRI would
provide consulting services with respect to the cargo bed and tailgate system
technology during the year ended June 30, 1995 for aggregate consideration of
$9,600,000. WRI was to provide these services for $800,000 per month for a
one year period through June 30, 1995. Of this amount, approximately
$2,650,000 was paid, with the remaining $6,950,000 included in accounts
payable at June 30, 1995. During the year ended June 30, 1996, a further
$200,000 was paid. The Company is unable to confirm whether these services
were actually performed by WRI and is contemplating an attempt to recover the
$2,850,000 already paid. There is no assurance the Company will be able to
recover any of the amounts as WRI has been placed into receivership. The
Company will retain the $6,750,000 in accounts payable and accrued liabilities
until such time as it has determined the liability has been legally dismissed.
During the current year, WRI was awarded a default judgement against the
Company in the amount of $6,750,000. The Company has retained counsel and
has successfully reopened the default judgement and is in the process of
defending the claim.
4. DUE TO A DIRECTOR
Amounts due to a director and to companies controlled by a director bear
interest at 10% per annum. The amounts are secured by the assets of the
Company.
In 1996, the Company determined that advances of $593,981 to a director were
uncollectible and consequently wrote-off the amounts to operations. In 1997,
the Company recovered $37,934 from the director as repayment (Note 12).
5. RESOURCE PROPERTIES
During the current year, the Company sold all of its interest in Queensland
Industries, Inc. ("Queensland") to a director for a nominal amount (Note 11).
Queensland owned an 85% interest in a joint venture with North Queensland
Mining Pty. Limited ("North Queensland"), a related company. The joint
venture acquired an 85% interest in certain granite, sandstone, tin and
copper/lead/zinc/silver resource properties. Under the terms of the joint
venture, Queensland and North Queensland had agreed to develop the resource
properties. The Company issued 800,000 common shares and paid $266,000 to
Queensland in exchange for 90% of the common shares of Queensland. Queensland
transferred its 800,000 shares of the Company and paid $146,000 to North
Queensland in exchange for its 85% interest in the joint venture.
On April 15, 1994, Queensland redeemed the 10% minority interest outstanding
in its common stock in consideration of payment of $250,000 Cdn
($183,392 U.S.). The minority shareholder was a director and shareholder of
the Company. The excess of the redemption price over the stated capital in
the amount of $183,392, was charged to deficit. As a result of the
transactions, the Company owned 100% of Queensland, which had an 85%
interest in the joint venture.
As these transactions were common control transactions between related
parties, the Company recorded the acquisition at historical costs to
Queensland and North Queensland, which were nominal, in a manner similar to
a pooling of interests.
In 1997, all of the joint ventures' mineral claims expired and all related
costs were written-off to operations.
6. INVESTMENTS, ADVANCES AND LICENCES
1998 1997
Work Recovery, Inc. $ - $20
Thanksmate Pty Ltd.
On April 19, 1994, the Company entered into an agreement with the McGee
Settlement Trust for the design and patent rights to certain electro-
hydraulic cargo bed and tailgate systems of Thanksmate Pty. Ltd.
Consideration for the acquisition consisted of the payment of $130,000 AUD
($96,300 U.S.) for the express purpose of building five different prototypes,
and the issuance of 1,000,000 common shares. The Company has recorded this
licence at a nominal value of $100. The licence was subsequently transferred
to Tradesman and written-off to research and development in 1996.
During the fiscal year ended June 30, 1995, a claim was filed against
Tradesman for alleged misappropriation of trade secrets, patent infringement,
false patent marking and violation of the Trademark Act (U.S.). In 1996, all
of the claims under this litigation were dismissed.
Saddle Mountain Timber Corp.
The Company owned 2,626,571 shares of Saddle Mountain Timber Corp. (formerly
Saddle Mountain Mining Corp.), a company trading publicly on the Alberta
Stock Exchange. These shares, with an aggregate cost of $1,458,306 had been
classified as "available for sale". The value of these shares had declined
since acquisition, the decline was considered to be other than temporary, and
accordingly the shares were recorded at their market value at June 30, 1995.
These shares were sold in 1996 for a further loss of $623,517.
Work Recovery, Inc.
On April 15, 1994, Queensland entered into a licence agreement with Work
Recovery, Inc. ("WRI"). Under the agreement, Queensland was granted a master
licence, for Canada, for the use of ERGOS. ERGOS is a trademark name for a
proprietary piece of equipment that serves as a work simulator for functional
capacity testing, in situations of human work loss due to injury. The Company
initially recorded this licence at a nominal value of $20.
Advance royalties of $1,500,000 were required to be paid by the Company during
the year ended June 30, 1995; this amount had been included in licences. As
at June 30, 1998, the $1,500,000 remains unpaid and the liability was
transferred to a director who acquired all of the Company's interest in
Queensland during the current year. In 1996, management had determined that
there was an impairment in the value of the licence and had written the
carrying value down to a nominal value of $20.
Other
The Company previously advanced $392,651 to a director of Saddle Mountain
Timber Corp. The advances were non-interest bearing, with no fixed terms of
repayment. In 1996, the Company advanced a further $199,500 and received
586,000 shares of Saddle Mountain Timber Corp. with a market value of $63,000
as repayment. The Company agreed to settle the remaining balance for
$50,000 Cdn ($35,000 U.S.) which was received in 1997. In 1996, $199,500 was
written-off to operations (Note 12).
7. CAPITAL ASSETS
Accumulated Net Book Value
Cost Amortization 1998 1997
Vehicles $169,148 $ - $169,148 $169,148
Furniture and
equipment - - - 2,530
$169,148 $ - $169,148 $171,678
8. CAPITAL STOCK
Capital stock issued from incorporation of the Company on October 5, 1987 to
June 30, 1998 is summarized as follows:
Common shares
Capital Stock Additional
paid-in
Shares Amount capital Total
1987 Issued for cash
at $0.10 per share,
net of offering costs
of $500 100,000 $10 $ 9,490 $ 9,500
1988 Issued for cash at
$0.10 per share, net
of offering costs of
$500 100,000 10 9,490 9,500
Issued for cash at
$0.0001 per share 1,000,000 100 - 100
1991 Issued for cash
at $0.0333 per share 3,000 1 99 100
At December 31,
1991 and 1992 1,203,000 121 19,079 19,200
Issued for business
acquisition 800,000 1 - 1
Issued for cash at
$0.01 per share 2,000,000 200 19,800 20,000
Issued for cash at
$0.02 per share 2,000,000 200 39,800 40,000
Issued for cash at
$1.00 per share 514,796 51 514,745 514,796
At December 31, 1993 6,517,796 573 593,424 593,997
Issued for cash at
$3.00 per share 13,384 1 40,151 40,152
Issued for cash at
$2.50 per share 140,000 14 349,986 350,000
Issued for licences
at $0.0001 per share 2,075,000 208 - 208
At June 30, 1994 8,746,180 796 983,561 984,357
Issued for cash at
$1.01 per share 116,000 12 116,988 117,000
Issued for shares
in Work Recovery, Inc. 200,000 20 187,480 187,500
Issued as security
for mortgage payable 210,000 1 - 1
Issued for options
to purchase real
estate (Note 10) 784,572 78 2,540,809 2,540,887
Issued for cash at
$10 per share,
net of offering costs
of $77,000 100,000 10 922,990 923,000
Issued for services
received 6,000 6 59,994 60,000
Shares returned and
cancelled (875,000) (88) - (88)
Gain on dilution of
interest in Tradesman
(Note 3) - - 1,682,774 1,682,774
At June 30, 1995,
1996 and 1997 9,287,752 835 6,494,596 6,495,431
Security on mortgage
payable shares
cancelled (210,000) (1) - (1)
At June 30, 1998 9,077,752 $ 834 $ 6,494,596 $ 6,495,430
The Company previously issued 210,000 common shares as security for a
mortgage. During the current year, the shares were returned to treasury and
cancelled.
Preferred shares
Preferred Stock
Shares Amount
Class A convertible preferred stock, convertible into common stock at $4.80
per share
918,000 $ 1
Class B convertible preferred stock, convertible into common stock at $5.20
per share
381,323 1
Class C convertible preferred stock, convertible into common stock at $5.60
per share
836,035 1
Class D convertible preferred stock, convertible into common stock at $6.00
per share
1,055,700 1
Class E convertible preferred stock, convertible into common stock at $l7.86
per share
1,004,837 1
4,195,895 $ 5
Stock options
On November 16, 1994, the Company granted 800,000 employee share purchase
options. The share purchase options entitle the holder to purchase one share
of the Company for each option held at a price of $4.00 per share for a period
of 10 years.
Warrants
On December 5, 1994, the Company issued 2,500,000 warrants. Each warrant
gives the holder the right to purchase one common share in the Company in
exchange for the exercise price noted, as follows:
Number of Warrants Exercise Price Expiry Date
1,000,000 $ 1.00 December 6, 1999
500,000 2.50 December 6, 1999
500,000 3.50 December 6, 1999
500,000 4.50 December 6, 1999
9. INVESTMENT IN JOINT VENTURE
These consolidated financial statements include Queensland's 85% share of the
assets, liabilities and expenses of their joint venture with North Queensland
as follows:
1998 1997
Cash $ - $ 1,348
Accounts receivable - 4,857
Resource properties - 1
Equipment - 2,530
Venturer's equity and advances $ - $ 8,736
Exploration and development
expenditures $ - $ 1,864
Administrative expenses - 13,644
$ - $ 15,508
10. WRITE-OFF OF OPTIONS TO PURCHASE REAL ESTATE
On March 2, 1995, the Company, through its wholly owned subsidiaries,
Properties and Holdings, entered into five separate option agreements. The
option agreements gave the holder the right to purchase commercial real
estate property in Australia. The options were exercisable for a period of
one year. The purchase price for each option was as follows:
Common Shares Issued
Option Number
Purchase Price Cash of Shares Amount
Property name
Best Place $5,202,000 $ 26,418 142,130 $460,297
121 Tamar Street 2,065,500 10,490 61,965 200,678
Conway Court 5,202,000 26,418 146,306 473,821
Conway Plaza 7,038,000 35,742 197,553 639,788
Manchester 8,778,375 44,577 236,618 766,303
$28,285,875 $ 143,645 784,572 $ 2,540,887
- -------------------------------------------------------------------------
Preferred Shares Issued
Number of Shares Amount
Best Place 918,000 Class A $1
121 Tamar Street 381,323 Class B 1
Conwy Court 836,035 Class C 1
Conway Plaza 1,055,700 Class D 1
Manchester 1,004,837 Class E 1
Under the option agreements, the property owners were issued series A, B, C,
D and E preferred shares as shown above, which shares are held by an escrow
agent. The preferred shares are convertible into common shares, on a one-for
- -one basis, at the discretion of the property owners. If converted, the
property owners may instruct the escrow agent to sell the common shares for
cash. When the cash raised by selling the common shares is sufficient to pay
the option purchase price, title to the property will be transferred to the
Company.
Consideration for the option was the payment of cash in the amount of
$143,645, the issuance of 784,572 common shares, at an assigned value of
$2,540,887, and the issue of preferred shares, which have been assigned a
nominal value of $5 in total (see Note 8). During the 1995 fiscal year, the
options expired unexercised and consequently all related costs were written-
off to operations.
11. DISCONTINUED OPERATIONS
Queensland Industries, Inc.
During the current year, the Company sold all of its interest in Queensland
to a director for a nominal amount. At June 30, 1998, there were assets of
$1,251 and liabilities of $1,503,110. The Company's remaining investment in
and advances to Queensland were written-off to operations.
Wincanton (Aus) Pty Ltd.
On January 12, 1994, the Company incorporated Wincanton (Aus) Pty Ltd.
("Wincanton (Aus)") under the laws of Australia. Wincanton (Aus) commenced
operations in Australia in January, 1994, its principal business was growing
trees. Wincanton (Aus) entered into an agreement with an arms length company,
whereby plantation assets (trees) were sold for $2,000,000 AUD ($1,530,000
U.S.). Under this agreement, Wincanton (Aus) was required to care for the
trees on the plantation for a period equal to the lessor of 20 years, or
until the trees are harvested.
On August 29, 1994, the Company accepted 2,428,571 common shares of the
purchaser Saddle Mountain Timber Corp. (Note 6), in full settlement of
amounts receivable under the sale of the agreement.
On May 14, 1996, Wincanton (Aus) sold the forestry land and improvements to
Dominion Estates Pty Ltd., a company related to a director of Wincanton
(Aus), in exchange for amounts owing. Dominion Estates Pty Ltd. also
undertook to fulfill obligations to the owner of the plantation resulting in
a gain of $221,888 to Wincanton (Aus).
During the year ended June 30, 1996, Wincanton (Aus) ceased operations due to
continuing and unsustainable losses. At June 30, 1996 there were assets of
$45 and liabilities of $810,371. The Company's remaining investment in and
advances to Wincanton (Aus) were written-off in 1996.
The operating results of discontinued businesses have been disclosed
separately from the Company's continuing operations. Additional information
is as follows:
1998 1997 1996
Loss before income taxes $ - $ - $(666,948)
Gain on discontinued
operations 1,485,899 - 1,567,605
Income from discontinued
operations $ 1,485,899 $ - $ 900,657
Income per share from
discontinued operation $ 0.16 $ - $ 0.10
12. WRITE-OFF/RECOVERY OF ADVANCES
1998 1997 1996
Due from a director (Note 4) $ - $ (37,934) $ 593,981
Other (Note 6) - 199,500
$ - $ (37,934) $ 793,481
13. INCOME TAXES
At June 30, 1998, the Company has the following approximate amounts available
to reduce taxable income of future years, the tax benefits of which has not
been reflected in the accounts.
United States Canada
Losses - expiring 2000 to 2009 $ 450,000 $ 265,000
Amounts deducted for accounting
purposes in excess of amounts
deducted for tax 5,015,000 -
$ 5,465,000 $ 265,000
14. RELATED PARTY TRANSACTIONS
In 1997, the Company paid or accrued $96,000 for wages to a former director
of Tradesman. Included in accounts payable at June 30, 1997 was $100,052
owed to the same former director.
During the year ended June 30, 1996, Wincanton (Aus) sold its forestry land
and improvements to Dominion Estates Pty Ltd., a company related to a
director of Wincanton (Aus), in exchange for amounts owing. Dominion Estates
Pty Ltd. also undertook to fulfill obligations to the owner of the plantation
resulting in a gain of $221,888 to Wincanton (Aus) (Note 11).
15. COMMITMENTS
In 1996, a claim for approximately $30,000,000 was made against the Company,
Tradesman, certain of its directors, officers et al. alleging various acts of
fraud, securities violations and breaches of fiduciary duties. Counsel was
of the opinion that the plaintiff had breached its agreement to provide
technology to the Company and Tradesman and that no loss should have been
incurred.
During the year ended June 30, 1997, the action was stayed pending full
payment by the Company of $400,000 by May 28, 1998. Under a settlement
agreement, the Company was required to pay $300,000 in cash by March 28, 1998
and repurchase 1,000,000 common shares of the Company from the plaintiff for
$100,000 by May 28, 1998. Upon payment in full, the Company will be
dismissed with prejudice. If payment in full is not made, plaintiffs have
the right to continue the litigation. The Company has included the $400,000
payment in accounts payable and accrued liabilities at June 30, 1997. During
the current year, the Company paid the $400,000 and received the 1,000,000
common shares.
During the current year, WRI was awarded a default judgement against the
Company in the amount of $6,750,000. The Company has retained counsel and
has successfully reopened the default judgement and is in the process of
defending the claim (Note 3).
16. SEGMENTED INFORMATION
The Company operates in Canada and United States. Identifiable assets by
geographic segment are as follows:
1998 1997
Canada $ - $ 16,683
United States 193,161 200,632
$ 193,161 $ 217,315
All expenses are corporate in nature.
