U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(Mark One)
[x] Annual report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934 (Fee required)
For the fiscal year ended March 31, 2005
[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from ______________ to ______________
Commission file number 0-12122
WINCROFT, INC.
(Name of Small Business Issuer in Its Charter)
Colorado 84-0601802
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18170 Hillcrest Road, Suite 100, Dallas, Texas,75252
(Address of Principal Executive Offices) (Zip Code)
(972) 612-1400
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days.
[x] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in a definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]
Issuer's revenues for the fiscal year ended March 31, 2005 was $- 0-. The
aggregate market value of the common shares held by non- affiliates was $213,120
as of May 2, 2005.
The number of shares outstanding of the Registrant's common stock no par value
was 4,440,100.
Documents Incorporated by reference: NONE
PART 1
Item 1. Business
Wincroft, Inc. ("Registrant" or "the Company") now has no operations or
substantial assets, and intends to seek out and obtain candidates with which it
can merge or whose operations or assets can be acquired through the issuance of
common stock. Previously it was a technology company focusing on hardware and
software solutions for audio and video communications over the Internet.
Existing shareholders of Registrant will, in all probability, experience
significant dilution of their ownership of Registrant and should experience an
appreciation in the net book value per share. Management will place no
restrictions on the types of businesses which may be acquired. In determining
the suitability of a combination partner, Management will require that the
business being acquired has a positive net worth, that it show evidence of being
well-managed, and that its owners and management have a good reputation within
the business community. Management intends to seek out business combination
partners by way of its business contacts, including possible referrals from the
Registrant's accountants and attorneys, and may possibly utilize the services of
a business broker.
Its previous trading activities commenced on March 31, 1998 though the
acquisition of VideoTalk a videoconferencing system for the Internet. The
acquisition of VideoTalk was approved at a special meeting of shareholders of
the Company on 18th May 1998 at which time the directors and management of the
Company were changed and Mr. Jason Conway was appointed Director and President
of the Company. The marketing and further development of VideoTalk proved
unsuccessful and the asset has been written off in Registrants financial
statements. On April 14, 2000 Mr. Conway resigned as a Director and Officer of
the Company and was replaced by Mr. Daniel Wettreich.
Registrant is now seeking an acquisition and/or merger transaction, and is
effectively a blind pool company.
The Company was organized in Colorado in May 1980 as part of a
quasi-reorganization of Colspan Environmental Systems, and has made several
acquisitions and divestments of businesses unrelated to its present activities.
The Registrant is one of a number of similar blind pool companies affiliated
with Mr. Daniel Wettreich the President of the Registrant. The other companies
are as follows:
Camelot Corporation ("Camelot") was incorporated in the state of Colorado
in September 1975, and has made several acquisitions and divestments of
businesses unrelated to its present activities. It has been a blind pool
company since July 1998. Mr. Daniel Wettreich is a Director and President
of Camelot and as at the financial year ended April 2005 had no interest in
the voting rights of the issued and outstanding common and preferred stock
of that company.
2
Forme Capital, Inc. ("Forme") was incorporated in the state of Delaware in
December 1986, and has made several acquisitions and divestments of
businesses unrelated to its present activities. It has been a blind pool
company since April 2000. Mr. Daniel Wettreich is a Director and President
of Forme and as at the financial year ended April 2005 owned 11,824,200
shares representing 93.00% of the issued and outstanding common stock of
Forme.
Malex, Inc. ("Malex") was incorporated in the state of Delaware in June
1987. It has been a blind pool company since inception. Mr. Daniel
Wettreich is a Director and President of Malex and as at the financial year
ended April 2005 owned 8,006,490 shares representing 92.64% of the issued
and outstanding common stock of Malex.
During the past three years the Registrant has had no success in finding
companies with which to merge.The basis on which a decision to merge will be
taken, will be the opinion of Mr.Daniel Wettreich the President and Director of
Registrant regarding primarily the quality of the businesses that will be merged
and their potential for future growth, the quality of the management of the to
be merged entities, and the benefits that could accrue to the shareholders of
Registrant if the merger took place. The selection of which blind pool company
affiliated with Mr. Wettreich will be used for a merger in a given transaction
is arbitrary and is partly dependent on which blind pool company is of interest
to the potential merger partner. The Registrant has no particular advantage as a
blind pool company over any other blind pool company affiliated with Mr.
Wettreich, and there can be no guarantee that a merger will take place, or if a
merger does take place that such merger will be successful or be beneficial to
the stockholders of the Registrant.
3
Acquisition and Divestments History
The Company restructured during 1986 with unrealizable assets being written off
and the name of the Registrant being changed to Apache Resources Limited.
Subsequently, the Company changed its name to Danzar Investment Group, Inc. and
formed, developed and spun off to its stockholders five public companies,
Pathfinder Data Group, Inc., Phoenix Network, Inc., WorthCorp, Inc., Forme
Capital, Inc., and Whitehorse Oil and Gas Corporation, Inc. Following these
distributions the Company had no investments in these companies. From 1988 to
1997 the Company had no business activities. Following a change in the
Registrants name to Alexander Mark Investments (USA), Inc., the Company in May
1997 acquired a controlling interest in a U.K. public company, Meteor
Technology, plc. of which Mr. Daniel Wettreich, the then President of the
Company, was an officer and director. Mr. Wettreich is also an officer and
director of Camelot Corporation which became the controlling shareholder of the
Registrant at that time. On 20th March, 1998, Camelot Corporation transferred
51% of the outstanding shares in the Company to Forsam Venture Funding, Inc., a
company affiliated with Mr. Wettreich. On 23rd March, 1998, the Company disposed
of its sole asset being its shareholding in Meteor Technology, plc for $59,573.
On 31st March 1998, the Company entered into an agreement with Third Planet
Publishing, Inc., a wholly owned subsidiary of Camelot Corporation to purchase
at Third Planet's historical cost all rights, title and interest to VideoTalk
for $7,002,056 payable by the issuance of common and preferred shares in the
Registrant and a Promissory Note in the amount of $2,000,000. The assets were
valued at Third Planet Publishing's recorded value of $231,484. The purchase was
conditional upon shareholder approval of the transaction and the completion of
the acquisition of the majority of the outstanding stock of the Registrant by
Mr. Jason Conway. These transactions were approved by shareholders on May 18,
1998 as well as the approval of a 100 for 1 forward stock split to increase the
number of shares outstanding and various amendments to the Articles of
Incorporation amongst other things.
Item 2. Properties
Registrant shares offices at 18170 Hillcrest Road, Suite 100, Dallas, Texas
75252 with an affiliate of its President on an informal basis.
Item 3. Legal Proceedings
There are no proceedings to which any director, officer or affiliate of the
Registrant, or any owner of record (or beneficiary) of more than 5% of any class
of voting securities of the Registrant is a party adverse to the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
4
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Registrant's Common Stock, no par value is traded over the counter (WINN.PK) and
the market for the stock has been relatively inactive. The range of low and high
bid quotations foreach calendar quarter period of the Registrant's previous two
fiscal years, as supplied by the "pink sheets" of the National Quotation Bureau
or the OTC Bulletin Board quotes available on the Internet are shown below. The
quotations reflect interdealer prices, without retail markup, markdown or
commission and do not necessarily reflect actual transactions.
Quarter Ending Bid Ask
March 31, 2003 0.03 0.03
June 30,2003 0.03 0.03
September 30,2003 0.03 0.03
December 30,2003 0.03 0.03
March 31,2004 0.20 0.20
June 30,2004 0.20 0.20
September 30,2004 0.20 0.20
December 30,2004 0.20 0.20
March 31,2005 0.24 0.24
The Registrant has no outstanding options or warrants for the purchase of its
Common Stock or any outstanding securities that are convertible into Common
Stock.
As of May 2, 2005 there were approximately 369 shareholders of record of
Registrant's Common Stock.
Registrant has not paid cash dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and Result
of Operations
During the year ended March 31, 2005 the Company incurred losses of $1,100
compared with $950 in 2004. The Company had no activities.
There were no revenues for the period. The Company is now seeking merger
opportunities.
Liquidity and Capital Resources
The Registrant has met its shortfall of funds from operations during prior
periods by borrowings from its Directors and companies affiliated with its
Directors. There can be no assurance that the Company will be able to continue
to fund operations by borrowing. Net cash used by operating activities was $-0-
($0 in 2004). Net cash provided by investing activities was $-0- ($-0- in 2004)
and by financing activities was $-0- ($0 in 2004).
The Registrant's present needs for liquidity principally relates to its
employees, facilities costs, marketing expenses, its obligations for SEC
reporting requirements and the minimal requirements for record keeping. The
Registrant has limited liquid assets available for its continuing needs. In the
absence of any additional liquid resources, the Registrant will be faced with
cash flow problems. Registrant has no plans for significant capital expenditures
during the next twelve months. Management believes that the present level of
cash resources available to the Registrant will be sufficient for its needs over
the next twelve months. There are no known trends demands, commitments or events
that would result in or that is reasonably likely to result in the Company's
equity increasing or decreasing in a material way other than the potential use
of cash resources in the normal course of business or additional fund raising.
5
Item 7. Financial Statement and Supplementary Data
Page No.
--------
Report of Independent Registered Public Accounting Firms:
Comiskey and Company, P.C. for March 31, 2005 7
Larry O'Donnell, CPA, PC for March 31, 2004 8
Financial Statements for March 31, 2005 and March 31, 2004
Balance Sheet 9
Statements of Operations 10
Statement of Changes in Stockholders Equity 11
Statements of Cash Flows 13
Notes to Financial Statements 14
6
Comiskey and Company, P.C.
789 Sherman Street
Suite 385
Denver, Colorado, 80203
Telephone (303) 830 2255
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Wincroft, Inc.
We have audited the accompanying balance sheet of Wincroft, Inc. as of March 31,
2005 and the related statements of operations, changes in stockholders' equity
and cash flows for the year 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 audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on 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. We believe our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wincroft, Inc. as of March 31,
2005 and the results of its operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles in the United
States of America.
/s/ COMISKEY & COMPANY
PROFESSIONAL CORPORATION
Denver, Colorado
June 5, 2005
7
Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545
2228 South Fraser Street
Unit 1
Aurora, Colorado 80014
Board of Directors and Shareholders
Wincroft, Inc.
Report of Independent Registered Public Accounting Firm
I have audited the accompanying balance sheet of Wincroft, Inc., as of March 31,
2004 (not separately presented), and the related statements of operations,
stockholders' equity (deficit), and cash flows for the year then ended March 31,
2004. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position (not separately presented), of
Wincroft, Inc., as of March 31, 2004, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles in the United States of America.
Larry O'Donnell, CPA, P.C.
June 21, 2004
Aurora, Colorado
8
WINCROFT, INC.
BALANCE SHEET
ASSETS
March 31, 2005
--------------
Current Assets:
Cash $ 150
Total Assets $ 150
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 9,565
TOTAL LIABILITIES $ 9,565
Stockholders' Equity (Deficit):
Common stock no par value, 75,000,000 shares
authorized; 4,440,100 shares issued
and outstanding 10,280
Preferred Stock 25,000,000 shares authorized $.01 par value
None issued
Additional paid in capital 1,168,152
Retained Earnings (Deficit) (1,186,714)
Less treasury stock, 8,196,223 shares at cost (1,133)
(9,415)
$ 150
See accompanying notes to these financial statements.
9
WINCROFT, INC.
STATEMENTS OF OPERATIONS
For the year ended For the year ended
March 31, 2005 March 31, 2004
-------------- --------------
Revenue $ -- $ --
Expenses
General and Administrative 1,100 950
Total Expenses 1,100 950
Income (Loss) Before Provision
for Income Taxes $ (1,100) $ (950)
Provision for Income Taxes -- --
Net Income (Loss) from
Operations $ (1,100) $ (950)
Basic Income (Loss)
Per Share $ -- $ --
Weighted Average Number of
Shares Outstanding 4,440,100 4,440,100
The accompanying notes are an integral part of these financial statements.
10
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the years ended March 31, 2005
and March 31, 2004
Common Stock
Shares Amount
---------- ----------
Balance March 31, 2004 4,440,100 $ 10,280
Net loss for
Year Ended March 31, 2004
Balance March 31, 2004 4,440,100 10,280
Net loss for
Year Ended March 31, 2005
Balance March 31, 2005 4,440,100 $ 10,280
The accompanying notes are an integral part of these financial statements.
11
WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED) For the year ended
March 31, 2005 and March 31, 2004
Additional Retained Treasury Total
Paid-In Earnings Stock Stockholders'
Capital Deficit Amount Equity
----------- ----------- ----------- ------------
Balance March 31, 2003 $ 1,168,152 $(1,184,664) $ (1,133) $ (7,365)
Net loss for
Year Ended March 31, 2004 -- (950) -- (950)
Balance March 31, 2004 1,168,152 (1,185,614) (1,133) 8,315)
Net loss for
Year Ended March 31, 2005 -- (1,100) -- (1,100)
Balance March 31, 2005 $ 1,168,152 $(1,186,714) $ (1,133) $ (9,415)
The accompanying notes are an integral part of these financial statements.
12
WINCROFT, INC.
STATEMENTS OF CASH FLOWS
For the years ended
--------------------------
March 31, March 31,
2005 2004
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES
Income (Loss) from Operations $ (1,100) $ (950)
Adjustments to reconcile net income (loss)
to net cash received from operation
activities:
Increase (Decrease) in:
Accounts payable 1,100 950
Net cash used by operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES
Net cash used by investing activities -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used by financing activities -- --
INCREASE (DECREASE) IN CASH -- --
BEGINNING CASH BALANCE 150 150
ENDING CASH BALANCE $ 150 $ 150
The accompanying notes are an integral part of these financial statements.
13
WINCROFT, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2005 and March 31, 2004
NOTE A: Summary of Significant Accounting Policies
Organization and Principles of Consolidation
The Company was organized in May, 1980, as part of a quasi reorganization of
Colspan Environmental Systems. On 18th May, 1998, the Registrant held a
shareholders meeting, at which the shareholders approved resolutions to ratify
the appointment of auditors for the fiscal year ended March 31, 1998, to amend
the Articles of Incorporation to change the Company's name to Wincroft, Inc.,
approved a 100 for 1 forward stock split to increase the number of shares
outstanding without effecting the stated value of the common shares, approved
the amendment to the Articles of Incorporation to create Preferred Shares,
approved the transfer of control of the Company to Jason Conway, approved the
issuance of common and preferred stock along with a Promissory Note to acquire
the VideoTalk product, and ratified all previous actions of the officers and
directors of the Company.
Basic Earnings per Common Share
Effective December 15, 1997, the Registrant adopted FAS128 regarding the
earnings per share calculations. The statement requires the replacement of
primary earnings per share with basic earnings per share ("EPS"). Basic EPS is
computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding during the period. A
diluted earnings per share is also presented which is computed by increasing the
average number of common shares outstanding by the number of additional shares
that would be outstanding if the options outstanding had been exercised.
Property and Equipment
Property and equipment are carried at cost. Major additions and betterments are
capitalized, whole replacements and maintenance and repairs which do not improve
or extend the life of the respective assets are expensed. When the property is
retired or otherwise disposed of, the related costs and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in operations.
Depreciation of equipment is provided on the straight line method over an
estimated useful life of five years.
Capital Stock
The number of shares authorized are 75,000,000 common and 25,000,000 preferred
as of March 31, 2005. The number of common shares issued and outstanding are
4,440,100, no par value.
The holders of the Company's stock are entitled to receive dividends at such
time and in such amounts as may be determined by the Company's Board of
Directors. All shares of the Company's Common Stock have equal voting rights,
each share being entitled to one vote per share for the election of directors
and for all other purposes. All shares of the Company's Preferred Stock have a
preference over the Common Stock in the event of liquidation or similar
action.The Board of Directors of the Company are authorized to create series of
Preferred Shares designating the rights as a result of the amendments approved
by the shareholders at the meeting held May 18, 1998. The preferred shares have
no voting rights.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
differ from the estimates.
14
Recently issued accounting pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an amendment of
ARB No. 43, Chapter 4." This Statement clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted materials.
This Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. The initial application of SFAS No. 151 will have
no impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This
Statement references the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
04-2, "Accounting for Real Estate Time-Sharing Transactions." This Statement
also states that the guidance for incidental operations and costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for fiscal
years beginning after June 15, 2005. The initial application of SFAS No. 152
will have no impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its financial
statements.
In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment"
(SFAS 123R), which replaces SFAS 123 and supercedes APB Opinion No. 25. SFAS
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
their fair values. The proforma disclosures previously permitted under SFAS 123
no longer will be an alternative to financial statement recognition. For the
Company, SFAS 123R is effective for periods beginning after December 15, 2005.
Early application of SFAS 123R is encouraged, but not required. We plan to adopt
SFAS 123R on January 1, 2006 using the modified prospective application method
described in the statement. Under the modified prospective application method,
we will apply the standard to new awards, and to awards modified, repurchased,
or cancelled after the required effective date. Additionally, compensation cost
for the unvested portion of awards outstanding as of the required effective date
will be recognized as compensation expense as the requisite service is rendered
after the required effective date.
We are evaluating the impact of adopting SFAS 123R and expect that we will not
record substantial non-cash stock compensation expenses. The adoption of SFAS
123R is not expected to have a significant effect on our financial condition,
results of operations, and cash flows. The future impact of the adoption of SFAS
123R cannot be predicted at this time because it will depend on levels of
share-based payments granted by us in the future.
NOTE B: Income Taxes
The Company has incurred approximately $1,200,000 in net operating losses. The
expiration dates for the net operating loss carry forwards are from 2006 through
2025. Use of these net operating loss carry forwards is dependent on future
taxable income and may be limited under the change of control provisions of
Internal Revenue Code Section 382. Deferred tax assets of $350,000 have been
offset entirely by a valuation allowance.
15
Item 8. Disagreements on Accounting and Financial Disclosures
There has not been a filing to report a disagreement on any matter of accounting
principle or financial statement disclosure, within 24 months of the date of the
most recent statements.
Change in Independent Accountants
On May 13, 2005, Registrant dismissed Larry O'Donnell CPA, P.C.
("O'Donnell") as its principal accountant. Such action had been previously
approved by the Registrant's Board of Directors. O'Donnell's reports on the
financial statements of the Company for the two most recent fiscal years ended
March 31,2004 and March 31,2003 did not contain an adverse opinion or disclaimer
of opinion, and were not modified as to audit scope or accounting principles.
O'Donnell had been appointed as auditor of the corporation on May 12,1998. From
the time of O'Donnell's appointment as the Company's auditor through the date of
this report, there have been no disagreements with O'Donnell on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
O'Donnell, would have caused O'Donnell to make reference to the subject matter
of the disagreements in connection with its report. During the two most recent
fiscal years and through the date of this report there have been no reportable
events.
On May 13, 2005, the Registrant retained Comiskey & Company, P.C. as the
Company's independent accountants to conduct an audit of the Registrant's
financial statements for the fiscal year ended March 31, 2005. This action was
previously approved by the Registrant's Board of Directors.
Item 8A. Controls and Procedures
-----------------------
As of the end of the period covered by this Annual Report, our Chief Executive
Officer and Chief Financial Officer (the "Certifying Officer") conducted
evaluations of our disclosure controls and procedures. As defined under Sections
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 Act, as amended
(the "Exchange Act") the term "disclosure controls and procedures" means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer 's management, including the
Certifying Officer, to allow timely decisions regarding required disclosure.
Based on this evaluation, the Certifying Officer concluded that our disclosure
controls and procedures were effective to ensure that material information is
recorded, processed, summarized and reported by our management on a timely basis
in order to comply with our disclosure obligations under the Exchange Act, and
the rules and regulations promulgated thereunder.
Item 9.01 Financial Statements and Exhibits
PART III
Item 9. Directors and Executive Officers of the Registrant
The following persons serve as Directors and/or Officers of the Registrant:
Name Age Position Period Served Term Expires
---- --- -------- ------------- ---- -------
Daniel Wettreich 53 Chairman April 2000
President Annual Meeting
Treasurer
Director
16
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the Company since April
2000. Additionally, he currently holds directors positions in the following
public companies Camelot Corporation , Forme Capital, Inc., and Malex, Inc.
Mr. Wettreich has a Bachelor of Arts in Business Administration from the
University of Westminster, London, England.
Item 10. Executive Compensation
The following table lists all cash compensation paid to Registrant's executive
officers as a group for services rendered in all capacities during the fiscal
period ended March 31, 2005. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer, nor was any
compensation deferred.
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash
or Number in Group Which Served Compensation
-- -- NONE
Directors of the Registrant receive no salary for their services as such, but
are reimbursed for reasonable expenses incurred in attending meetings of the
Board of Directors.
Registrant has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Registrant or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of Registrant or a change in the officer's responsibilities following a
change in control.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table shows the amount of common stock, no par value, ($.002
stated value), owned as of June 8, 2005, by each person known to own
beneficially more than five percent (5%) of the outstanding common stock of the
Registrant, by each director, and by all officers and directors as a group (1
person). Each individual has sole voting power and sole investment power with
respect to the shares beneficially owned.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Daniel Wettreich 3,576,400 80.5%
18170 Hillcrest Road, Suite 100
Dallas, Texas 75252
All Officers and Directors as a
group (one person) 3,576,400 80.5%
Item 12. Certain Relationships and Related Transactions
On May 15, 1997, the President of the Company, Daniel Wettreich, subscribed for
6,787,998 restricted common shares of the Registrant in exchange for 40,727,988
ordinary shares of Meteor Technology, plc a UK public company. Subsequently,
6,029,921 of the restricted shares were exchanged by Mr. Wettreich for
restricted common shares in Adina, Inc. Adina then subscribed for 53,811,780
Preferred Shares, Series J of Camelot Corporation paying for them with 6,029,921
common shares of the Registrant.
17
On 20th March, 1998, Camelot transferred 51% of the then outstanding shares in
the Registrant to Forsam Venture Funding, Inc. Mr. Wettreich is an officer and
director of Camelot, Adina and Forsam. On March 31, 1998 Forsam Venture Funding,
Inc. surrendered 7,495,539 shares to the Company for the treasury and they are
no longer outstanding. The Company did not pay Forsam Venture Funding, Inc. any
compensation for the surrendering of the shares.
On March 31, 1998, Forsam Venture Funding, Inc. entered into a conditional
contract to sell all its Shares in Registrant to Mr. Jason Conway for an
undisclosed sum. On 18th May, 1998 with the shareholders approval, the
conditional contract closed, Mr. Daniel Wettreich resigned as a director and
officer of Registrant as did all the other directors and officers, and Mr.
Conway was appointed a director, and Chief Executive Officer of Registrant.
On March 31, 1998, Registrant entered into a conditional agreement with Third
Planet Publishing, Inc., a wholly owned subsidiary of Camelot Corporation to
acquire the VideoTalk product for Third Planet Publishing, Inc.'s cost of
$7,002,056 payable by way of the issuance of common stock, preferred stock and a
Promissory Note. This transaction required shareholder approval which was
forthcoming 18th May, 1998. The note bears interest at 10% and is due March 31,
2003.
For the eleven (11) months ending March 31, 1998 and the year ended 30th April,
1997 the Company incurred stock transfer fees to a Company associated with Mr.
Wettreich, the President of the Company in the amounts of $814.50 and $9,573,
respectively. Such amounts were written off in the period ended March 31, 1998.
On June 29, 1998, Registrant agreed with Camelot Corporation at the request of
Registrant, to satisfy the outstanding Promissory Note payable to Camelot by
Registrant in the amount of $2,000,000 by way of the issuance of $2,000,000 of
Wincroft Non-voting Preferred Stock, Series B. These Preferred Shares pay a
dividend of 10% when and as declared by the board of directors and will pay an
additional yield equivalent to 10% of any revenues derived by Registrant on
sales of VideoTalk [tm]. The Preferred Shares also call for redemption by
Registrant in the event VideoTalk is sold.
On March 31, 2000 Mr. Conway entered into an agreement to sell the majority of
his shares to M.Y. Wettreich, and following the closing of this transaction on
April 14, 2000, he resigned as a director and officer of the Company. Mr. Daniel
Wettreich was appointed to replace Mr. Conway on April 14, 2000.
On October 8, 2001, Registrant accepted for retirement for nil consideration
7,000 preferred shares in Registrant. Registrant now has no issued and
outstanding preferred shares.
On March 3, 2002, Mick Y. Wettreich transferred by way of gift all his shares in
Registrant, comprising 3,576,400 shares, to Daniel Wettreich the President of
Registrant. Following this transaction, Daniel Wettreich, Separate Property now
owns in excess of 80% of the issued and outstanding shares of Registrant's
common stock.
On February 24th, 2003 Registrant accepted for treasury 700,000 shares for nil
consideration.
18
PART IV
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K
NONE
The following financial statements are included in Part II, Item 8 of this
report for the period ended March 31, 2005:
Balance Sheets
Statements of Operations
Statements of Changes in Shareholders' Equity
Statements of Cash Flows
Notes to Financial Statements
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and have therefore been omitted.
Exhibits included herein:
3(a) Articles of Incorporation: Incorporated by reference to Registration
Statement filed on Form 10, May 10, 1984; File No. 0-12122
3(b) Bylaws: Incorporated by Reference as immediately above
22(a) Subsidiaries: None.
31.1 Section 302 Certification Of Chief Executive Officer
31.2 Section 302 Certification Of Chief Financial Officer
32.1 Section 906 Certification Of Chief Executive Officer
32.2 Section 906 Certification Of Chief Financial Officer
Reports on Form 8-K
None
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
General. Comiskey and Company ("Comiskey") is the Company's principal auditing
accountant firm. The Company's Board of Directors has considered whether the
provision of audit services is compatible with maintaining Comiskey's
independence.
Audit Fees. Comiskey billed for the following professional services:
$1,200 for the audit of the annual financial statement of the Company for the
fiscal year ended March 31, 2005.
The Company's previous auditor, Larry O'Donnell, CPA, PC billed for the
following professional services: $950 for the audit of the annual financial
statement of the Company for the fiscal year ended March 31, 2004, $150 for the
review of the quarterly financial statements of the Company for the quarters
ended June 30, September 30 and December 31, 2004.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WINCROFT, INC.
(Registrant)
By: /s/ Daniel Wettreich
------------------------------
Daniel Wettreich, Chairman
and President
Date: June 9, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: /s/ Daniel Wettreich
------------------------------
Daniel Wettreich, Director;
Chairman and President,
(Principal Executive Officer);
Treasurer (Principal Financial
and Accounting Officer)
Date: June 9, 2005
20