WNCG purchase of SWFG 2007.
What I did not know:
(Others may have)
"For 2010, WNCG had issued 269,170,667 shares for conversion of $902,185 in debt, as follows:
SHARES AMOUNT
Chris Zaal 186,279,551 $230,391.88
JC Ventures 28,642,441 $13,748.37
Keith Field 5,879,581 $85,000.00
The Good One Inc 11,570,681 $130,000.00
Lisa Griffiths 11,370,681 $128,000.00
Keith Lanzara 9,797,120 $107,500.00
William McFarland 11,308,901 $125,000.00
William Sullivan 3,174,734 $60,637.41
McFarland Real Estate 1,146,977 $21,907.26
Note 9 – Going Concern
The Company’s financial statements were presented on the basis that it is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. The reason for this is because payment owed to Chris Zaal for the WNCG’s acquisition of SWFG has not been fully paid, even though the acquisition was completed in 2007.
Furthermore, there is no surplus from any funds raised through WNCG. The positive cash flows shown are of SWFG.
The ability of the Company to continue as a going concern is dependent upon the ability of management to raise cash.
The financial statements do not include any adjustments relating to the recoverability of recorded assets or
liability amounts that might be necessary should the Company be unable to continue as a going concern.
Note 10 – Subsequent Events
There are various financial statement items that have direct material affects the [dates of missing numbers] financial
statements that are material and require restatement. .
Note 11 – Consolidation
On February 13, 2007, Wyncrest Group, Inc. signed an acquisition deal to acquire SWFG from Chris Zaal for the
purchase price $5,000,000 payable in 5,000,000 shares, where 2,500,000 of those shares were to be sold in a
Regulation A offering for $2,500,000. The Regulation A offering never completed.
On August 20, 2008, the parties signed an extension. On December 14, 2009, WNCG agreed to transfer the whole
purchase amount of $5,000,000 to a note payable due to Chris Zaal. Mr. Zaal was also issued 5,000,000 shares as good faith for Mr. Zaal’s continued participation in the acquisition.
A valuation by an independent CPA was not preformed to accurately obtain goodwill and properly value this
acquisition for correct purchase accounting.
Note 12 - Audit
These financials have not been audited.
Note 13 – Intangible Assets/Impairment Loss
On February 13, 2007, Wyncrest Group, Inc. signed an acquisition deal to acquire SWFG from Chris Zaal for the
purchase price $5,000,000 payable in 5,000,000 shares, where 2,500,000 of those shares were to be sold in a
Regulation A offering for $2,500,000. The Regulation A offering never completed.
On August 20, 2008, the parties signed an extension. Mr. Zaal was also issued 5,000,000 shares for part
compensation on Mr. Zaal’s employment. Since then, Mr. Zaal has converted part of the note payable into shares.
If the note could not be paid off, any loss of SWFG may impair WNCG.
SFAS No. 144, “Accounting for the Impairment of Disposal of Long-Lived Assets”, states that a long-lived asset
group shall be tested for recoverability whenever events or changes in circumstances that its carrying amount may not be recoverable."
Discouraged by NO hits on ASK of .0001 late yesterday, and now NO bid this AM....................
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