wncf10k062508.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
_____________________
FORM
10-KSB
X ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year
ended March 31, 2008.
OR
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File No. 0-12122
WINCROFT,
INC.
(Name of
Small Business Issuer in its Charter)
| Nevada |
84-0601802 |
| (State
or other jurisdiction |
(I.R.S. Employer ID
Number) |
| of incorporation or
organization) |
|
c/o
American Union Securities, Inc.
100 Wall Street,
15th Floor, New York, NY
10005
(Address
of principal executive offices)
Issuer's
Telephone Number, including Area Code: 212-232-0120
Securities
Registered Pursuant to Section 12(b) of the Act: None
Securities
Registered Pursuant to Section 12(g) of the Act:
Common
Stock, $.001 par value per share
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange
Act. Yes____ No X
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 such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90
days.
Yes X No
___
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes X No ___
State the
issuer’s revenues for its most recent fiscal year: $ 0.
The
aggregate market value of the Registrant’s common stock, $.001 par value, held
by non-affiliates as of July 8, 2008 was $308,889.
As of
July 8, 2008 the number of shares outstanding of the Registrant’s common
stock was 550,013 shares, $.001 par value.
|
Transitional
Small Business Disclosure Format:
|
Yes____
|
No X
|
DOCUMENTS INCORPORATED BY
REFERENCE: None
FORWARD-LOOKING
STATEMENTS: NO ASSURANCES INTENDED
This
Report contains certain forward-looking statements regarding Wincroft, its
business and financial prospects. These statements represent
Management’s best estimate of what will happen. Nevertheless, there
are numerous risks and uncertainties that could cause our actual results to
differ dramatically from the results suggested in this Report. Among
the more significant risks are:
|
·
|
We
have no active business operations and have no significant assets. Unless
the Company obtains additional capital or acquires an operating company,
the Company will not be able to undertake significant business
activities.
|
|
·
|
The
Company’s business plan contemplates that it will acquire an operating
company in exchange for the majority of its common stock. If
that occurs, the current management is likely to have no control over that
company. Investors in the Company will rely on the business
skill of the new management. If the new management lacks
sufficient skill to operate successfully, the Company’s shares may lose
value.
|
Because
these and other risks may cause the Company’s actual results to differ from
those anticipated by Management, the reader should not place undue reliance on
any forward-looking statements that appear in this Report.
PART 1
Item
1. Business
In April 2000 we disposed of our only
operating business. We are currently a shell company.
For the past several years we have
explored a number of business opportunities. Most of these
opportunities involved the use of the Company as a shell in a reverse merger
transaction, in which an operating company would be merged into Wincroft in
exchange for a majority of our capital stock.
We
continue to explore business opportunities, particularly businesses with which
our Chairman, Xiaojin Wang, has experience. The business that we
ultimately pursue will be determined by Ms. Wang, who is the sole member of our
board of directors. Her decision will be based on the prospects for
the business, the availability of capital to fund the business, and the
potential benefits of the business to the shareholders of Wincroft.
Employees
We
currently have no employees. The need for employees and their availability will
be addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.
Item
2. Properties
We have no property, because we have no
assets or employees. We maintain a mailing address at the offices of
American Union Securities in New York City. We do not compensate
American Union Securities for this concession.
Item
3. Legal Proceedings
None.
Item
4. Submission
of Matters to a Vote of Security Holders
A meeting of the Company’s shareholders
was held on February 1, 2008. By a vote of 456,300 in favor and 6,037
opposed, the shareholders approved a transaction in which Wincroft, Inc., a
Colorado corporation (“Wincroft Colorado”), reincorporated in the State of
Nevada by merging with and into its wholly owned subsidiary, Wincroft, Inc., a
Nevada corporation (“Wincroft Nevada”). As a result of the merger, a
1-for-8 reverse split of the common stock occurred. In addition, the
following changes resulted from the merger:
|
§
|
The
Articles of Incorporation and Bylaws of Wincroft Nevada are the
Articles of Incorporation and Bylaws of the surviving
corporation;
|
|
§
|
The
authorized common stock was increased from 75,000,000 shares to
100,000,000 shares; and
|
|
§
|
The
preferred stock was changed from no par stock to stock having par value of
$.001 per share.
|
No other
changes were effected with respect to the Company or its
capitalization
PART
II
|
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity
Securities
|
(a)
Market Information
The
Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“WCRF.OB.” Set forth below are the high and low bid prices for each
of the quarters in the past two fiscal years. The reported bid quotations
reflect inter-dealer prices without retail markup, markdown or commissions, and
may not necessarily represent actual transactions. All prices have
been adjusted to reflect the 1-for-8 reverse split effected on February 1,
2008.
|
|
|
Bid
|
|
|
Quarter
Ending
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
June
30, 2006
|
|
$ |
1.67 |
|
|
$ |
.92 |
|
|
September
30, 2006
|
|
$ |
.92 |
|
|
$ |
.92 |
|
|
December
31, 2006
|
|
$ |
1.25 |
|
|
$ |
.92 |
|
|
March
31, 2007
|
|
$ |
1.25 |
|
|
$ |
.92 |
|
|
|
|
|
|
|
|
|
|
|
|
June
30, 2007
|
|
$ |
1.25 |
|
|
$ |
.75 |
|
|
September
30, 2007
|
|
$ |
1.17 |
|
|
$ |
.83 |
|
|
December
30, 2007
|
|
$ |
21.67 |
|
|
$ |
.83 |
|
|
March
31, 2008
|
|
$ |
7.50 |
|
|
$ |
.38 |
|
(b)
Shareholders
Our
shareholders list contains the names of 365 registered stockholders of record of
the Company’s Common Stock.
(c) Dividends
The
Company has not, within the past decade, paid or declared any cash dividends on
its Common Stock and does not foresee doing so in the foreseeable
future. The Company intends to retain any future earnings for the
operation and expansion of the business. Any decision as to future
payment of dividends will depend on the available earnings, the capital
requirements of the Company, its general financial condition and other factors
deemed pertinent by the Board of Directors
(d) Sale
of Unregistered Securities
The Company did not issue any
unregistered equity securities during the 4th quarter
of fiscal 2008
(e)
Repurchase of Equity Securities
The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter
of fiscal 2008.
|
Item
6
|
Management’s
Discussion and Analysis
|
Results
of Operations
We currently have no assets and no
operations. During the 2008 fiscal year, which ended on March 31,
2008, we realized no revenue and incurred $27,446 in operating
expenses. Our operating expenses consist of fees to lawyers and
accountants necessary to maintain our standing as a fully-reporting public
company and other administration expenses attendant to the trading of our common
stock.
Our operating expenses in fiscal 2008
were higher than in fiscal 2007 because majority ownership and management of our
Company was changed twice during the year. This resulted in expenses
for reporting and for implementation of new management systems. We do
not expect the level of our operating expenses to change in the future until we
again undertake to implement a business plan or effect an
acquisition.
Liquidity
and Capital Resources
At March 31, 2008 we had a working
capital deficit of ($14,913), due to the fact that we had no assets and owed
$14,913. Our accounts payable are owed primarily to our professional
advisors. But we also owed $5,620 to our President, who has financed
our ongoing operations.
Our operations consumed no cash during
fiscal 2008, as our management paid our ongoing expenses, increasing our amounts
due to related parties. $16,094 of that sum was converted into a
capital contribution by the individual who was President prior to November
2007. In the future, unless we achieve the financial and/or
operational wherewithal to sustain our operations, it is likely that we will
continue to rely on loans and capital contributions to sustain our
operations.
To date we have supplied our cash needs
by making private placements of securities and obtaining loans from management
and shareholders. We expect that our President will fund our
operations until we have completed an acquisition of an operating company and
that we will, therefore, have sufficient cash to maintain our existence as a
shell company for the next twelve months, if necessary.
The report from our independent
accountants on our 2008 financial statements states that there is substantial
doubt as to our ability to continue as a going concern. In order to
alleviate that doubt, our management is engaged in seeking to acquire, through
the issuance of capital stock, either project financing or an operating business
that can sustain its operations. We cannot tell at this time whether
such an acquisition will be accomplished.
Application
of Critical Accounting Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note A to our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, the Company views certain of these policies
as critical. Policies determined to be critical are those policies that have the
most significant impact on the Company’s financial statements and require
management to use a greater degree of judgment and estimates. Among our critical
policies is the determination, described in Note B to our financial statements
that the Company should record a valuation allowance for the full value of the
deferred tax asset created by the net operating loss
carryforward. The primary reason for the determination was the lack
of certainty as to whether the Company will carry on profitable operations in
the future.
Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.
Off-Balance
Sheet Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition or results of
operations.,
Impact of Accounting
Pronouncements
In
December 2007, the Financial Accounting Standards Board (“FASB”) revised
Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations”. This Statement requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquire at their fair values on the acquisition date, with goodwill being the
excess value over the net identifiable assets acquired. SFAS No. 141(R) is
effective as of the beginning of the Company’s first fiscal year beginning on or
after December 15, 2008. The Company does not expect application of SFAS No. 141
(R) to have a material effect on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement
clarifies that a noncontrolling interest in a subsidiary should be reported as
equity in consolidated financial statements. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 160 is effective as of the beginning of the Company’s first fiscal year
that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.
In
February of 2007, the FASB issued SFAS no. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—including an amendment of FASB
Statement No. 115”. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date. This requirement is effective for the fiscal year ended March
31, 2009. The Company is currently reviewing this pronouncement, but believes it
will not have a material impact on the financial statements.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”,
effective for the Company’s fiscal year beginning April 1, 2008. This Statement
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. This Statement does not require any
new fair value measurements, but simplifies and codifies related guidance within
GAAP. This Statement applies under other accounting pronouncements that require
or permit fair value measurements. The Company is currently reviewing this
pronouncement, but believes it will not have a material impact on the financial
statements.
In
September 2006 the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year
Misstatements 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 the Company in the fourth quarter of 2007
and is consistent with our historical 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.
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 Wincroft, Inc. in the first quarter of 2008. The adoption
of this interpretation will not have a material effect on our financial
statements.
Item
7. Financial Statements
The Company’s financial statements,
together with notes and the Independent Auditors’ Report, are set forth
immediately following Item 14 of this Form 10-KSB.
|
Item
8.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
Not
Applicable
Item
8A. Controls and Procedures
Evaluation of Disclosure Controls
and Procedures. Our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of March 31, 2008. Pursuant to
Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, “disclosure controls and procedures” means
controls and other procedures that are designed to insure that information
required to be disclosed by Wincroft in the reports that it files with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time limits specified in the Commission’s
rules. “Disclosure controls and procedures” include, without
limitation, controls and procedures designed to insure that information Wincroft
is required to disclose in the reports it files with the Commission is
accumulated and communicated to our Chief Executive Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required
disclosure. Based on her evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that Wincroft’s system of disclosure controls
and procedures was effective as of March 31, 2008 for the purposes described in
this paragraph.
Changes in Internal
Controls. There was no change in internal control over
financial reporting (as defined in Rule 13a-15(f) promulgated under the
Securities Exchange Act or 1934) identified in connection with the evaluation
described in the preceding paragraph that occurred during Wincroft’s fourth
fiscal quarter that has materially affected or is reasonably likely to
materially affect Wincroft’s internal control over financial
reporting.
Management’s
Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. We have assessed the effectiveness
of those internal controls as of March 31, 2008, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control –
Intergrated Framework as a basis for our assessment.
Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.
A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified two material weaknesses in our internal
control over financial reporting. These material weaknesses consisted
of:
a. Inadequate staffing and supervision
within the bookkeeping operations of our company. The
relatively small number of employees who are responsible for bookkeeping
functions prevents us from segregating duties within our internal control
system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.
b. Lack of independent control over
related party transactions. Xiaojin Wang is the sole director
and sole officer of Wincroft, Inc. From time to time Ms. Wang has
made loans to finance the operations of the Company. The
absence of other directors or officers to review these transactions is a
weakness because it could lead to improper classification of such related party
transactions.
Management
does not believe that the current level of the Company’s operations warrants a
remediation of the weaknesses identified in this assessment. However,
because of the above condition, management’s assessment is that the Company’s
internal controls over financial reporting were not effective as of March 31,
2008.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
Item
8B Other Information
None.
PART
III
|
Item
9.
|
Directors
and Executive Officers of the
Registrant
|
The officers and
directors of the Company are:
| |
|
|
Director |
| Name |
Age |
Position
with the Company |
Since |
| Xiaojin
Wang |
52 |
Director, Chief
Executive Officer, |
2007 |
| |
|
Chief Financial
Officer |
|
Directors
hold office until the annual meeting of the Company’s stockholders and the
election and qualification of their successors. Officers hold office,
subject to removal at any time by the Board, until the meeting of directors
immediately following the annual meeting of stockholders and until their
successors are appointed and qualified.
Xiaojin
Wang. Since 1995 Ms.
Wang has been employed as Chief Operations Officer of Warner Technology and
Investment Corp. a New Jersey corporation. Warner Technology provides
international training and market consulting services. Warner is licensed by the
People's Republic of China to serve as an official host for Chinese government
officials and business executives in the US. As part of the hosting process
Warner also provides training programs to assist visiting Chinese officials and
business executives with the transition to doing business in the US. These
services include market and product analysis, assistance with product
distribution and distribution agreements, joint ventures, and introductions to
strategic partners. Ms. Wang holds a M.S. degree in Computer Science that was
awarded in 1989 by the City College of New York.
Audit
Committee
The Board of Directors has not
appointed an Audit Committee. The functions that would be performed
by an Audit Committee are performed by the Board of Directors. The
Board of Directors does not have an “audit committee financial expert,” because
there is only one Board member.
Code of
Ethics
The Company has not adopted a formal
code of ethics applicable to its executive officers. The Board of
Directors has determined that the Company’s financial operations are not
sufficiently complex to warrant adoption of a formal code of
ethics.
Section 16(a) Beneficial
Ownership Reporting Compliance
None of
the officers, directors or beneficial owners of more than 10% of the Company’s
common stock failed to file on a timely basis the reports required by Section
16(a) of the Exchange Act during the year ended March 31, 2008, except that Ying
Wang and Xiaojin Wang each failed to file a Form 3.
Item
10. Executive Compensation
The
Company has not paid any compensation in any manner to any person for services
rendered in any capacity to the Company during the years ended March 31, 2008,
2007 or 2006.
Employment
Agreements
All of
our employment arrangements with our executives are on an at will
basis.
Equity
Grants
The following tables set forth certain information regarding the stock options
acquired by the Company’s Chief Executive Officer during the year ended March
31, 2008 and those options held by him on March 31, 2008
Option Grants in the Last Fiscal
Year
Percent
|
|
of
total
|
Potential
realizable
|
|
|
Number
of
|
options
|
value
at assumed
|
|
|
securities
|
granted
to
|
annual
rates of
|
|
|
underlying
|
employees
|
Exercise
|
appreciation
of
|
|
|
option
|
in
fiscal
|
Price
|
Expiration
|
for
option term
|
|
|
Name
|
granted
|
year
|
($/share)
|
Date
|
5% 10%
|
|
|
X.
Wang 0
|
N.A.
|
N.A.
|
N.A.
|
0 0
|
Aggregated Fiscal Year-End Option
Values
|
|
Number
of securities underlying
|
Value
of unexercised in-the-money
|
|
|
unexercised
options at fiscal
|
options
at fiscal year-end ($)
|
|
|
Name
|
year-end (#) (All
exercisable)
|
(All
exercisable)
|
Compensation of Directors
The members of our Board of Directors
receive no compensation for their services on the Board.
Item
11. Security Ownership of Certain Beneficial Owners and
Management
The
following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of the date of this prospectus by
the following:
|
·
|
each
shareholder known by us to own beneficially more than 5% of our common
stock;
|
|
·
|
each
of our directors; and
|
|
·
|
all
directors and executive officers as a
group.
|
There are
550,013 shares of our common stock outstanding on the date of this
report. Except as otherwise indicated, we believe that the beneficial
owners of the common stock listed below have sole voting power and investment
power with respect to their shares, subject to community property
laws where applicable. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange
Commission.
In
computing the number of shares beneficially owned by a person and the percent
ownership of that person, we include shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days. We do not, however, include these “issuable” shares
in the outstanding shares when we compute the percent ownership of any other
person.
| |
Amount
and |
|
| |
Nature
of |
|
| Name
and Address |
Beneficial |
Percentage |
|
of Beneficial
Owner(1)
|
Ownership |
of
Class |
| |
|
|
| Xiaojin
Wang |
0 |
- - |
| |
|
|
| All
officers and directors |
|
|
| as
a group (1 person) |
0 |
- - |
| |
|
|
| Ying
Wang |
447,050 |
80.6% |
|
(1)
|
The
address of each shareholder, unless otherwise noted, is c/o American Union
Securities, Inc., 100 Wall Street, 15th
Floor, New York, NY 10005.
|
Equity
Compensation Plan Information
The
information set forth in the table below regarding equity compensation plans
(which include individual compensation arrangements) was determined as of March
31, 2008.
|
|
Number
of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under
equity compensation plans
|
|
Equity
compensation plans approved by security
holders..........
|
0
|
--
|
0
|
|
Equity
compensation plans not approved by security holders.....
|
0
|
--
|
0
|
|
Total..............
|
0
|
--
|
0
|
Item
12. Certain Relationships and Related Transactions and Director
Independence
Certain Relationships and
Related Transactions
During
fiscal year 2008 Xiaojin Wang loaned $11,766 to the Company by paying expenses
in that amount. The loans are payable on demand, and do not bear
interest.
Director
Independence
None of the members of the Board of
Directors is independent, as “independence” is defined in the Rules of the
NASDAQ Stock Market.
Item
13. Exhibit List
(a)
Financial Statements
Report of
Independent Registered Public Accounting Firm
Balance
Sheet - March 31, 2008
Statements
of Operations - Years ended March 31, 2008 and 2007.
Statements
of Cash Flows - Years ended March 31, 2008 and 2007.
Statements
of Stockholders’ Equity - Years ended March 31, 2008 and 2007.
Notes to
Financial Statements
(b)
Exhibit List
| 3-a |
Certificate
of Incorporation - filed as an Appendix to the Definitive Proxy Statement
on Schedule 14A filed on January 22, 2008
|
| |
|
| 3-b |
By-laws
– filed as an exhibit to the Current Report on Form 8-K dated February 1,
2008 and filed on February 6, 2008.
|
| |
|
| 21 |
Subsidiaries
– None
|
| |
|
| 31 |
Rule
13a-14(a) Certification
|
| |
|
| 32 |
Rule
13a-14(b) Certification
|
Item
14. Principal Accountant Fees and Services
Audit Fees
Comiskey and Company, P.C. billed
$6,857 in connection with the audit and reviews of the Company’s financial
statements for the year ended March 31, 2008. Comiskey and Company,
P.C. billed $4,344 in connection with the audit and reviews of the Company’s
financial statements for the year ended March 31, 2007. Also included
are those services normally provided by the accountant in connection with the
Company’s statutory and regulatory filings.
Audit-Related Fees
Comiskey and Company, P.C. did not bill
the Company for any Audit-Related fees in fiscal 2008 or in fiscal
2007.
Tax Fees
Comiskey and Company, P.C. did not bill
the Company in fiscal 2008 or fiscal 2007 for professional services rendered for
tax compliance, tax advice and tax planning.
All Other Fees
Comiskey and Company, P.C. did not bill
the Company for any other fees in fiscal 2008 or fiscal 2007.
It is the policy of the Company
that all services, other than audit, review or attest services, must be
pre-approved by the Board of Directors.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Wincroft,
Inc.
New York,
NY
We have
audited the accompanying balance sheet of Wincroft Inc. (the
“Company”) as of March 31, 2008, and the related statements of
operations, stockholders’ equity, and cash flows for the years ended March 31,
2008 and 2007. 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, 2008,
and the results of its operations and cash flows for the years ended March 31,
2008 and 2007, in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1D to the financial
statements, the Company has incurred operating losses since its inception. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Denver,
Colorado
July 1,
2008
/s/
Comiskey & Company
PROFESSIONAL
CORPORATION
|
Wincroft,
Inc.
|
|
BALANCE
SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
Cash
|
|
$ |
- |
|
|
Total Current Assets
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$ |
9,293 |
|
|
Related party payables
|
|
|
5,620 |
|
|
Total Current Liabilities
|
|
|
14,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
& CONTINGENCIES
|
|
|
- |
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIENCY
|
|
|
|
|
|
Preferred stock, $0.001 par value; 25,000,000 shares
|
|
|
|
|
|
authorized, none issued and outstanding
|
|
|
- |
|
|
Common stock, $0.001 par value; 100,000,000 shares
|
|
|
|
|
|
authorized, 555,013 issued and outstanding
|
|
|
555 |
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
1,209,245 |
|
|
Accumulated (Deficit)
|
|
|
(1,223,580 |
) |
|
Less treasury stock, 1,024,528 shares at cost
|
|
|
(1,133 |
) |
|
Total Stockholder's deficiency
|
|
|
(14,913 |
) |
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
| See notes to
consolidated financial statements. |
|
Wincroft,
Inc.
|
|
STATEMENTS
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended
|
|
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
|
27,446 |
|
|
|
6,916 |
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS FROM OPERATIONS
|
|
|
(27,446 |
) |
|
|
(6,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE INCOME TAXES
|
|
|
(27,446 |
) |
|
|
(6,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
- |
|
|
|
- |
|
|
NET
LOSS
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(27,446 |
) |
|
$ |
(6,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE - BASIC and DILUTED
|
|
$ |
(0.05 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE OF COMMON SHARES
|
|
|
|
|
|
|
|
|
|
OUTSTANDING - BASIC and DILUTED
|
|
|
555,013 |
|
|
|
555,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| See notes to
consolidated financial statements. |
|
Wincroft,
Inc.
|
|
STATEMENT
OF STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
Shares
|
|
|
Paid-in
|
|
|
Par
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
|
Stockholders'
|
|
|
|
|
Outstanding
|
|
|
Capital
|
|
|
Value
|
|
|
(Deficit)
|
|
|
Stock
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2006
|
|
|
555,013 |
|
|
$ |
1,168,152 |
|
|
|
10,280 |
|
|
|
(1,189,218 |
) |
|
$ |
(1,133 |
) |
|
|
$ |
(11,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness
of Related Party Debt
|
|
|
|
|
|
|
15,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss year ended March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,916 |
) |
|
|
|
|
|
|
|
(6,916 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2007
|
|
|
555,013 |
|
|
$ |
1,183,426 |
|
|
|
10,280 |
|
|
$ |
(1,196,134 |
) |
|
$ |
(1,133 |
) |
|
|
$ |
(3,561 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness
of Related Party Debt
|
|
|
|
|
|
|
16,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjust
to par value .001
|
|
|
|
|
|
|
9,725 |
|
|
|
(9,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss year ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,446 |
) |
|
|
|
|
|
|
|
(27,446 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2008
|
|
|
555,013 |
|
|
|
1,209,245 |
|
|
|
555 |
|
|
|
(1,223,580 |
) |
|
|
(1,133 |
) |
|
|
|
(14,913 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| See notes to
consolidated financial statements. |
|
Wincroft,
Inc.
|
|
STATEMENT
OF CASH FLOWS
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended
|
|
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(27,446 |
) |
|
$ |
(6,916 |
) |
|
Adjustments to reconcile net loss to net cash provided
|
|
|
|
|
|
|
|
|
|
by (used) in operating activities:
|
|
|
|
|
|
|
|
|
|
Related party payables
|
|
|
21,714 |
|
|
|
3,654 |
|
|
Accounts payable and accrued expenses
|
|
|
5,732 |
|
|
|
3,112 |
|
|
Net
cash provided by (used) in operating activities
|
|
|
- |
|
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PROVIDED BY FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH
|
|
|
- |
|
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
CASH,
beginning of the period
|
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
end of the period
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash
paid:
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
Taxes
|
|
|
|
|
|
|
|
|
|
Non-cash
financing activity -
|
|
|
|
|
|
|
|
|
|
Contribution
to capital of related party debt
|
|
$ |
16,094 |
|
|
$ |
15,274 |
|
|
|
|
|
|
|
|
|
|
|
| See notes to
consolidated financial statements. |
WINCROFT,
INC.
NOTES
TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2008 AND
2007
NOTE
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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.
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. On March 14, 2007, Mr. Wettreich
resigned as a Director and Officer of the Company and was replaced by Mr.
Bartley Loethen. On November 8, 2007, Mr. Loethen resigned as a
Director and Officer of the Company and was replaced by Ms. Xiaojin
Wang.
Redomicile
and Reverse Stock Split
Effective
at close of business on February 1, 2008, the Company, which had been a Colorado
corporation, reincorporated in the State of Nevada by merging into its
subsidiary, a Nevada corporation. As a result of this change in
domicile, the Company is now governed by Nevada law, and the articles of
incorporation and bylaws of the Nevada corporation became the Company’s
governing instruments. The change in domicile had no effect on the
Company’s financial condition or its business.
In
connection with the reincorporation merger, one new share of the Nevada
corporation was exchanged for every eight shares of the Colorado corporation
that had been outstanding, with any resulting fractional shares of the Nevada
corporation being rounded up to one whole share. The effect of this
exchange was a 1-for-8 reverse split of the Company’s common
stock. In addition, the authorized common stock was increased from
75,000,000 shares to 100,000,000 shares.
Basic
Earnings per Common Share
ffective
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
At March
31, 2008, the Company was authorized to issue 25,000,000 shares of $0.001 par
value preferred stock and 100,000,000 shares of $0.001 par value common
stock. As of March 31, 2008 there were no preferred shares issued and
outstanding and there were 555,013 common shares issued and
outstanding.
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 is authorized to create series of Preferred Shares
designating the rights of the holders of the series. 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.
WINCROFT,
INC.
NOTES
TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2008 AND
2007
Recently
issued accounting pronouncements
In
December 2007, the Financial Accounting Standards Board (“FASB”) revised
Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations”. This Statement requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquire at their fair values on the acquisition date, with goodwill being the
excess value over the net identifiable assets acquired. SFAS No. 141(R) is
effective as of the beginning of the Company’s first fiscal year beginning on or
after December 15, 2008. The Company does not expect application of SFAS No. 141
(R) to have a material effect on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement
clarifies that a noncontrolling interest in a subsidiary should be reported as
equity in consolidated financial statements. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 160 is effective as of the beginning of the Company’s first fiscal year
that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.
In
February of 2007, the FASB issued SFAS no. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—including an amendment of FASB
Statement No. 115”. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date. This requirement is effective for the fiscal year ended March
31, 2009. The Company is currently reviewing this pronouncement, but believes it
will not have a material impact on the financial statements.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”,
effective for the Company’s fiscal year beginning April 1, 2008. This Statement
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. This Statement does not require any
new fair value measurements, but simplifies and codifies related guidance within
GAAP. This Statement applies under other accounting pronouncements that require
or permit fair value measurements. The Company is currently reviewing this
pronouncement, but believes it will not have a material impact on the financial
statements.
In
September 2006 the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year
Misstatements 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 the Company in the fourth quarter of 2007
and is consistent with our historical 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.
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 Wincroft, Inc. in the first quarter of 2008. The adoption
of this interpretation will not have a material effect on our financial
statements.
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 2009 through
2026. 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.
NOTE
C: RELATED PARTY TRANSACTIONS
The
Company's President has advanced funds to pay creditors of the company. During
the year ended March 31, 2008 a total of $21,714 was advanced and $5,620 was
owed at year end. Management intends to continue to fund expenses of the Company
in the upcoming year.
NOTE
D: GOING CONCERN
Since its
inception, the Company has incurred an accumulated deficit of $1,223,580. Since
April 2000, the Company has been dependent upon receipt of capital investment or
other financing to fund its continuing activities. The Company has not
identified any business combination and, therefore, has not ascertained with any
degree of certainty the capital requirements for any particular transaction. In
addition, the Company is dependent upon certain related parties to provide
continued funding and capital resources. These factors indicate substantial
doubt that the Company will be able to continue as a going concern. The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going
concern.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Wincroft,
Inc.
By: /s/ Xiaojin
Wang
Xiaojin
Wang, Chief Executive Officer
In
accordance with the Exchange Act, this Report has been signed below on July 11,
2008 by the following persons, on behalf of the Registrant and in the capacities
and on the dates indicated.
/s/ Xiaojin
Wang
Xiaojin
Wang, Director
Chief
Executive Officer, Chief
Financial
and Accounting Officer