U.S.
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 20549
FORM
10-KSB
(Mark
One)
x
Annual report under
Section 13 or 15 (d) of the Securities Exchange Act
of
1934
(Fee required)
For
the
fiscal year ended March 31, 2007
o
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
(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.)
|
730
West
Randolph, 6th
Floor,
Chicago, Illinois 60661
(Address
of Principal Executive Offices) (Zip Code)
(312)
454-0312
(Issuer's
Telephone Number, Including Area Code)
18170
Hillcrest Road, Suite 100, Dallas, Texas,75252
(Former
Address of Principal Executive Offices) (Zip Code)
(972)
612-1400
(Former
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 oNo
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
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) x
Yes o No
Issuer's
revenues for the fiscal year ended March 31, 2007
was $-
0-. The aggregate market value of the common shares held by non- affiliates
was $120,918 as of July 5 2007.
The
number of shares outstanding of the Registrant's common stock no par value
was
4,440,100.
Documents
Incorporated by reference: NONE
On
March
14, 2007, Wincroft, Inc. ("Registrant" or "the Company") entered into a Common
Stock Purchase Agreement (the “Purchase Agreement”) with Synergy Business
Consulting, LLC (the “Wincroft Stock Purchaser”), pursuant to which we sold
3,576,400 shares of our common stock to the Wincroft Stock Purchaser in a
private transaction for aggregate gross proceeds to the Company of $250,000.00
from one of the existing shareholders of the Company. The acquisition of shares
by the Wincroft Stock Purchaser pursuant to the Purchase Agreement and from
the
existing shareholder is collectively referred to herein as the
“Purchase”.
Upon
the
closing of the Purchase, the Wincroft Stock Purchaser acquired an aggregate
of
3,576,400 shares of Common Stock, or approximately 80.55% of the issued and
outstanding Common Stock, and attained voting control of the company. The source
of funds used by the Wincroft Stock Purchaser was their respective working
capital.
We
are
presently authorized to issue 75,000,000 shares of Common Stock. Prior to the
closing, as of March 14, 2007, 4,440,100 shares of Common Stock were issued
and
outstanding. After the closing, as of March 14, 2007, there are 4,440,100 shares
of Common Stock issued and outstanding.
Upon
the
closing of the Purchase, Bartly J. Loethen was appointed as a Director and
the
Chairman, Chief Financial Officer, President, Vice President, Treasurer and
Secretary of the Company alongside current Director Daniel Wettreich. Mr.
Wettreich resigned immediately upon the completion of the 10-day period
beginning on the date of the filing of the Information Statement with the SEC
pursuant to Rule 14f-1 of the 34 Act. Accordingly, Mr. Loethen now constitutes
our entire board. Generally, the directors of the Company serve one year terms
until their successors are elected and qualified. Mr. Loethen is not compensated
for serving as either an officer or director of the company.
Before
the Purchase, the Company had no operations or substantial assets, and intended
to seek out and obtain candidates with which it could merge or whose operations
or assets could 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
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.
The
Registrant currently maintains a mailing address at 730 West Randolph, Suite
600, Chicago, IL 60661, which is the address of its President. The Registrant
pays no rent for the use of this mailing address. The Registrant does not
believe that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described
herein.
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.
No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.
PART
II
Registrant's
Common Stock, no par value is traded over the counter (WNCF.PK) and the market
for the stock has been relatively inactive. The range of low and high bid
quotations for each calendar quarter period of the Registrant's previous two
fiscal years, as supplied by the "pink sheets" of the National Quotation Bureau
or the OTC Bulletin Board quotes available on the Internet are shown below.
The
quotations reflect interdealer prices, without retail markup, markdown or
commission and do not necessarily reflect actual transactions.
Quarter
Ending
|
|
Bid
|
|
Ask
|
|
|
|
|
|
|
|
March
31,2005
|
|
|
0.24
|
|
|
0.24
|
|
June
30,2005
|
|
|
0.11
|
|
|
0.11
|
|
September
30,2005
|
|
|
0.11
|
|
|
0.11
|
|
December
30,2005
|
|
|
0.11
|
|
|
0.11
|
|
March
31,2006
|
|
|
0.11
|
|
|
0.11
|
|
June
30,2006
|
|
|
0.11
|
|
|
0.11
|
|
September
30,2006
|
|
|
0.11
|
|
|
0.11
|
|
December
30,2006
|
|
|
0.11
|
|
|
0.11
|
|
March
31,2007
|
|
|
0.15
|
|
|
0.15
|
|
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
9, 2007 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.
During
the year ended March 31, 2007 the Company incurred losses of $6,916 compared
with $2,504 in 2006.
There
were no revenues for the period. The Company is now seeking merger
opportunities.
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 $(150) ($-0-
in 2006). Net cash provided by investing activities was $-0- ($-0- in 2006)
and
by financing activities was $-0- ($-0- in 2006).
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.
|
Page
No.
|
Report
of Independent Registered Public Accounting Firm
|
7
|
|
|
Financial
Statements for March 31, 2007 and 2006
|
|
|
|
Balance
Sheet
|
8
|
|
|
Statements
of Operations
|
9
|
|
|
Statements
of Changes in Stockholders Equity
|
10
|
|
|
Statements
of Cash Flows
|
12
|
|
|
Notes
to Financial Statements
|
13
|
789
Sherman Street Telephone (303) 830 2255 Suite 385
Denver,
Colorado, 80203
Board
of
Directors and Stockholders
Wincroft,
Inc.
We
have
audited the accompanying balance sheet of Wincroft, Inc. as of March 31, 2007
and the related statements of operations, changes in stockholders' equity and
cash flows for each of the years ended March 31, 2007 and March 31, 2006. 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 the standards of the Public Company
Accounting Oversight Board (U.S.). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control
over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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. We believe that our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wincroft, Inc. as of March 31,
2007
and the results of its operations and its cash flows for each of the two years
then ended in conformity with generally accepted accounting principles in the
United States of America.
Comiskey
and Company
Professional
Corporation
July
16,
2007
BALANCE
SHEET
|
|
March
31,
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
Cash
|
|
|
|
|
$
|
150
|
|
Total
Current Assets
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
|
|
$
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
|
|
|
|
|
Related
party payables
|
|
|
-
|
|
|
11,620
|
|
Total
Current Liabilities
|
|
|
3,561
|
|
|
12,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
& CONTINGENCIES
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIENCY
|
|
|
|
|
|
|
|
Preferred
stock, $.01 par value; 25,000,000 shares authorized,
|
|
|
|
|
|
|
|
none
issued and outstanding
|
|
|
-
|
|
|
-
|
|
Common
stock, no par value; 75,000,000 shares authorized,
|
|
|
|
|
|
|
|
4,440,100
issued and outstanding
|
|
|
10,280
|
|
|
10,280
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
1,183,426
|
|
|
1,168,152
|
|
Accumulated
(Deficit)
|
|
|
(1,196,134
|
)
|
|
(1,189,218
|
)
|
Less
treasury stock, 8,196,223 shares at cost
|
|
|
(1,133
|
)
|
|
(1,133
|
)
|
Total
Stockholder's deficiency
|
|
|
(3,561
|
)
|
|
(11,919
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities & Stockholder's Equity
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
STATEMENTS
OF OPERATIONS
|
|
For
the years ended
|
|
|
|
March
31,
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
|
6,916
|
|
|
2,504
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
6,916
|
|
|
2,504
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE INCOME TAXES
|
|
|
(6,916
|
)
|
|
(2,504
|
)
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
NET
LOSS FROM OPERATIONS
|
|
$
|
(6,916
|
)
|
$
|
(2,504
|
)
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE - BASIC and DILUTED
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE OF COMMON SHARES
|
|
|
|
|
|
|
|
OUTSTANDING
- BASIC and DILUTED
|
|
|
4,440,100
|
|
|
4,440,100
|
|
The
accompanying notes are an integral part of these financial statements.
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the
years ended March 31, 2007 and March 31, 2006
|
|
Preferred
Stock
|
|
Common
Stock
|
|
|
|
Number
|
|
Par
Value
|
|
Number
|
|
Par
Value
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2005
|
|
|
0
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2006
|
|
|
0
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2007
|
|
|
0
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
The
accompanying notes are an integral part of these financial statements.
WINCROFT,
INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
For
the
years ended March 31, 2007 and March 31, 2006
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Paid-in
|
|
Accumulated
|
|
Treasury
|
|
Stockholders'
|
|
|
|
Number
|
|
Par
Value
|
|
Number
|
|
Par
Value
|
|
Capital
|
|
(Deficit)
|
|
Stock
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2005
|
|
|
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
$
|
1,168,152
|
|
$
|
(1,186,714
|
)
|
$
|
(1,133
|
)
|
$
|
(9,415
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss year ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,504
|
)
|
|
|
|
|
(2,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2006
|
|
|
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
$
|
1,168,152
|
|
|
(1,189,218
|
)
|
$
|
(1,133
|
)
|
$
|
(11,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
of related party debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,274
|
|
|
|
|
|
|
|
|
15,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss year ended March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,916
|
)
|
|
|
|
|
(6,916
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2007
|
|
|
|
|
|
|
|
|
4,440,100
|
|
$
|
10,280
|
|
$
|
1,183,426
|
|
$
|
(1,196,134
|
)
|
$
|
(1,133
|
)
|
$
|
(3,561
|
)
|
The
accompanying notes are an integral part of these financial statements.
STATEMENTS
OF CASH FLOWS
|
|
For
the years ended
|
|
|
|
March
31,
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net
loss
|
|
$
|
(6,916
|
)
|
$
|
(2,504
|
)
|
Adjustments
to reconcile net loss to net cash provided
|
|
|
|
|
|
|
|
by
(used) in operating activities:
|
|
|
|
|
|
|
|
Increase
in loan payable related party
|
|
|
3,654
|
|
|
-
|
|
Increase
in accounts payable and accrued expenses
|
|
|
3,112
|
|
|
2,504
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
|
(150
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH
|
|
|
(150
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
CASH,
beginning of the period
|
|
|
150
|
|
|
150
|
|
|
|
|
|
|
|
|
|
CASH,
end of the period
|
|
$
|
-
|
|
$
|
150
|
|
Note:
There was a non-cash forgiveness of an additional $15,274 in related
party
debt owed by the company to the prior owner at the time of sale which
resulted in an increase to additional paid in
capital.
|
The
accompanying notes are an integral part of these financial statements.
WINCROFT,
INC.
March
31, 2007 and March 31, 2006
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, 2007. 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.
Going
Concern
The
Company has incurred losses since inception and has negative equity and working
capital. Management plans to fund operations of the company through non-interest
bearing advances from existing shareholders, private placements of restricted
securities, or the issuance of stock in lieu of cash for payment of services
until such time as a business combination or other profitable investment may
be
achieved. There are no written agreements in place for such funding or issuance
of securities, and there can be no assurance that such will be available in
the
future.
In
February 2006, the FASB issued SFAS No. 155. This Statement amends FASB
Statements No. 133, Accounting for Derivative Instruments and Hedging
Activities, and No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. This Statement resolves issues
addressed in Statement 133 Implementation Issue No. D1, "Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets." The
Company does not expect application of SFAS No. 155 to have a material affect
on
its financial statements.
In
March
2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No.
140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, with respect to the accounting for separately
recognized servicing assets and servicing liabilities. This Statement is
effective as of the beginning of its first fiscal year that begins after
September 15, 2006. An entity should apply the requirements for recognition
and
initial measurement of servicing assets and servicing liabilities prospectively
to all transactions after the effective date of this Statement. The Company
does
not expect application of SFAS No. 156 to have a material affect on its
financial statements.
In
July
2006, the FASB issued FASB Interpretation No. (“Fin”) 48, “Accounting for
Uncertainty in Income Taxes.” This interpretation establishes new standards for
the financial statement recognition, measurement and disclosure of uncertain
tax
positions taken or expected to be taken in income tax returns. The new rules
will be effective for FedEx Express in the first quarter of 2008. The adoption
of this interpretation will not have a material effect on our financial
statements.
In
September 2006 the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year
Missstatements when Quantifying Misstatements in Current Year Financial
Statements,” which eliminates the diversity in practice surrounding the
quantification and evaluation of financial statement errors. The guidance
outlined in SAB 108 was effective for FedEx Express in the fourth quarter of
2007 and is consistent with our historicalk practices for assessing such matters
when circumstances have required such an evaluation. The Company does not expect
application of SAB No. 108 to have a material affect on its financial
statements.
The
Company has incurred approximately $800,000 in net operating losses. The
expiration dates for the net operating loss carry forwards are from 2007 through
2027. Use of these net operating loss carry forwards is dependent on future
taxable income. Deferred tax assets of $235,000 have been offset entirely by
a
valuation allowance.
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.
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
The
following persons serve as Directors and/or Officers of the Registrant:
Name
|
|
Age
|
|
Position
|
|
Period
Served
|
|
Term
|
|
Expires
|
|
|
|
|
|
|
|
|
|
|
|
Bartly
J. Loethen
|
|
43
|
|
Chairman
|
|
March
2007
|
|
NA
|
|
NA
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
Treasurer
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
Bartly
Loethen is Chairman, Chief Financial Officer, President, Vice President,
Secretary, Treasurer and Director of the Company since March 2007. Mr. Loethen
is an attorney and founding partner of Synergy Law Group, L.L.C. He practices
corporate law. His experience includes working with privately-held companies,
public companies, mergers and acquisitions, private placement investments,
financing transactions, and licensing matters, as well as general corporate
matters. Prior to the practice of law, Mr. Loethen was a Revenue Agent with
the
Internal Revenue Service. Mr. Loethen holds a B.S. /B.A. in Accounting from
the
University of Missouri (1986), is a certified public accountant, and received
his J.D. from the University Of Illinois College Of Law (1994).
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, 2007. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer, nor was any
compensation deferred.
Name
of Individual
|
|
Capacities
in
|
|
Cash
|
|
or
Number in Group
|
|
Which
Served
|
|
Compensation
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
NONE
|
|
Directors
of the Registrant receive no salary for their services as such, but are
reimbursed for reasonable expenses incurred in attending meetings of the Board
of Directors.
Registrant
has no compensatory plans or arrangements whereby any executive officer would
receive payments from the Registrant or a third party upon his resignation,
retirement or termination of employment, or from a change in control of
Registrant or a change in the officer's responsibilities following a change
in
control.
The
following table shows the amount of common stock, no par value, ($.002 stated
value), owned as of June 18, 2007, 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
BENEFICIAL
OWNER
|
|
AMOUNT
AND NATURE OF
BENEFICIAL
OWNERSHIP
|
|
PERCENT
OF
CLASS
(1)
|
|
|
|
|
|
|
|
Synergy
Business Consulting, LLC
|
|
|
3,576,400
|
|
|
80.55
|
%
|
730
West Randolph
|
|
|
|
|
|
|
|
6th
Floor
|
|
|
|
|
|
|
|
Chicago,
IL 60661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bartly
J. Loethen (2)
|
|
|
0
|
|
|
0.00
|
%
|
730
West Randolph
|
|
|
|
|
|
|
|
6th
Floor
|
|
|
|
|
|
|
|
Chicago,
IL 60661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
3,576,400
|
|
|
80.55
|
%
|
(1)
The
percentage of Common Stock is calculated based upon 4,440,100 shares
issued
and outstanding as of March 14, 2007.
(2)
Chairman, chief financial officer, president, vice president,
treasurer, secretary
and director.
On
May
15, 1997, the President of the Company, Daniel Wettreich, subscribed for
6,787,998 restricted common shares of the Registrant in exchange for 40,727,988
ordinary shares of Meteor Technology, plc a UK public company. Subsequently,
6,029,921 of the restricted shares were exchanged by Mr. Wettreich for
restricted common shares in Adina, Inc. Adina then subscribed for 53,811,780
Preferred Shares, Series J of Camelot Corporation paying for them with 6,029,921
common shares of the Registrant.
On
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.
NONE
The
following financial statements are included in Part II, Item 8 of this report
for the period ended March 31, 2007:
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
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:
$2,500
for
the audit of the annual financial statement of the Company for the fiscal year
ended March 31, 2007.
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/
Bartly J. Loethen |
|
Bartly
J. Loethen, Chairman
and
President
Date:
July 16, 2007
|
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/
Bartly J Loethen |
|
Bartly
J. Loethen, Director;
Chairman
and President,
(Principal
Executive Officer);
Treasurer
(Principal Financial
and
Accounting Officer)
Date:
July 16,
2007
|