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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Winchester Holding Group (PK) | USOTC:WCHS | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.00 | 11.00 | 30.00 | 0.00 | 21:12:26 |
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
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45-3445761
|
|
(State or other jurisdiction of
incorporation or organization)
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IRS I.D.
|
10540 S. Western Av Suite #313 Chicago, IL
|
60643
|
|
(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
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x |
(Do not check if a smaller reporting company)
|
PART I | |||||
Item 1. |
Description of Business
|
4 | |||
Item 2. |
Description of Property
|
12 | |||
Item 3. |
Legal Proceedings
|
13 | |||
Item 4. |
Mine Safety Disclosures
|
13 | |||
PART II | |||||
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
14 | |||
Item 6. |
Selected Consolidated Financial Data
|
15 | |||
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
16 | |||
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk
|
20 | |||
Item 8. |
Financial Statements
|
21 | |||
Item 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
|
22 | |||
Item 9A. |
Controls and Procedures
|
22 | |||
Item 9B. |
Other Information
|
22 | |||
PART III | |||||
Item 10. |
Directors, Executive Officers, and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
|
23 | |||
Item 11. |
Executive Compensation
|
24 | |||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
24 | |||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
25 | |||
Item 14. |
Principal Accountant Fees and Services
|
27 | |||
Item 15. |
Exhibits
|
28 |
●
|
Acquired December 19, 2012
|
●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
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Status: Vacant at time of purchase and as of the date of this report. Non section 8 property. Anticipate lease commencing April 1 with monthly rent of $1,100.
|
●
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Mortgage: $39,300 @ 4% interest per annum amortized over 30 years with a balloon payment due February 1, 2014, payment per month principal & interest is $397.89
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●
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Seller: Estate of Calvin Ross, a non-affiliate
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●
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Purchase Price: $40,000
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●
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Purchased by Winchester Holding Properties LLC Series 9324 S. Vincennes, a subsidiary of the Company
|
●
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Acquired March 7, 2013
|
●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
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●
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Status: Vacant at time of purchase and as of the date of this report. To be qualified as Section 8 property. Anticipate lease commencing mid April with monthly rent of $1,200.
|
●
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Mortgage: Purchase price advanced by Kingdom Management Company, an affiliate of Mr. O’Connor. The loan is oral, in the amount of $47,388 is unsecured, non-interest bearing, and payable on demand. It is anticipated that the Company and the subsidiary owner will grant Kingdom Management Company a mortgage in the amount advanced with interest at 4%.
|
●
|
Seller: Deutsche Bank National Trust
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●
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Purchase Price: $45,000
|
●
|
Purchased by Winchester Holding Properties LLC Series
8710 S. Union Ave.
, a subsidiary of the Company
|
●
|
Description: 5 Bedroom, 2 Bathroom, Living room, Dining room, Kitchen, Full finished basement.
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●
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Status: Vacant and needs approximately $20,000 of rehabilitation work
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●
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Owner: Moe Options Inc Profit Sharing Plan & Trust, which is an affiliate of our shareholders Maureen & Chess Obermeier who are not affiliates of us due to their small share ownership percentage and lack of other factors meeting the definition of affiliate. The Normal Avenue property is not being purchased from a related party, as defined in GAAP.
|
●
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Anticipated Purchase Price: $55,000 to be paid by the issuance of 550,000 shares of common stock
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●
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Anticipated Contract Contingencies: Securing funding for the rehabilitation work.
|
o
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The price is below market value. We determine market value through appraisals and comparable sales reports in the area.
|
|
o
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With respect to price, we would also consider value trends, such as historical yearly increases in property values
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o
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No liens and/or encumbrances.
|
|
o
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The buyer is able to deliver a clean title within the time we would like to close.
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1.
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File loan application.
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2.
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Credit checks, property appraisal done.
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3.
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Loan documents drafted.
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4.
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Down payment made that is typically approximately 30 to 50% of the appraised value.
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5.
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Institution lends funds for the balance, less certain transaction fees that are typically between approximately 2 to 3%.
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6.
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A lien is then filed with the appropriate recorder’s office.
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●
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Acquired December 19, 2012
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●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
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Status: Vacant at time of purchase and as of the date of this report. Non section 8 property. Anticipate lease commencing April 1 with monthly rent of $1,100.
|
●
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Mortgage: $39,300 @ 4% interest per annum amortized over 30 years with a balloon payment due February 1, 2014, payment per month principal & interest is $397.89
|
●
|
Seller: Estate of Calvin Ross, a non-affiliate
|
●
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Purchase Price: $40,000
|
●
|
Purchased by Winchester Holding Properties LLC Series 9324 S. Vincennes, a subsidiary of the Company
|
●
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Acquired March 7, 2013
|
●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
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Status: Vacant at time of purchase and as of the date of this report. To be qualified as Section 8 property. Anticipate lease commencing mid April with monthly rent of $1,200.
|
●
|
Mortgage: Purchase price advanced by Kingdom Management Company, an affiliate of Mr. O’Connor. The loan is oral, in the amount of $47,388 is unsecured, non-interest bearing, and payable on demand. It is anticipated that the Company and the subsidiary owner will grant Kingdom Management Company a mortgage in the amount advanced with interest at 4%.
|
●
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Seller: Deutsche Bank National Trust
|
●
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Purchase Price: $45,000
|
●
|
Purchased by Winchester Holding Properties LLC Series
8710 S. Union Ave.
, a subsidiary of the Company
|
●
|
Description: 5 Bedroom, 2 Bathroom, Living room, Dining room, Kitchen, Full finished basement.
|
●
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Status: Vacant and needs approximately $20,000 of rehabilitation work
|
●
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Owner: Moe Options Inc Profit Sharing Plan & Trust, which is an affiliate of our shareholders Maureen & Chess Obermeier who are not affiliates of us due to their small share ownership percentage and lack of other factors meeting the definition of affiliate. The Normal Avenue property is not being purchased from a related party, as defined in GAAP.
|
●
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Anticipated Purchase Price: $55,000 to be paid by the issuance of 550,000 shares of common stock
|
●
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Anticipated Contract Contingencies: Securing funding for the rehabilitation work.
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·
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To issue senior securities other than our preferred stock.
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·
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To make loans to other persons, except for bridge loans to non-affiliates for property rehabilitationilitation with a term of less than 12 months secured by a mortgage on the property
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·
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To underwrite securities of other issuers.
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·
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To engage in the purchase and sale (or turnover) of investments.
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·
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To repurchase or otherwise reacquire our shares or other securities except for preferred stock if provided in the designation.
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·
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To invest in the securities of other issuers for the purpose of exercising control.
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●
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Acquired December 19, 2012
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●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
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Status: Vacant at time of purchase and as of the date of this report. Non section 8 property. Anticipate lease commencing April 1 with monthly rent of $1,100.
|
●
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Mortgage: $39,300 @ 4% interest per annum amortized over 30 years with a balloon payment due February 1, 2014, payment per month principal & interest is $397.89
|
●
|
Seller: Estate of Calvin Ross, a non-affiliate
|
●
|
Purchase Price: $40,000
|
●
|
Purchased by Winchester Holding Properties LLC Series 9324 S. Vincennes, a subsidiary of the Company
|
●
|
Acquired March 7, 2013
|
●
|
Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
|
Status: Vacant at time of purchase and as of the date of this report. To be qualified as Section 8 property. Anticipate lease commencing mid April with monthly rent of $1,200.
|
●
|
Mortgage: Purchase price advanced by Kingdom Management Company, an affiliate of Mr. O’Connor. The loan is oral, in the amount of $47,388 is unsecured, non-interest bearing, and payable on demand. It is anticipated that the Company and the subsidiary owner will grant Kingdom Management Company a mortgage in the amount advanced with interest at 4%.
|
●
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Seller: Deutsche Bank National Trust
|
●
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Purchase Price: $45,000
|
●
|
Purchased by Winchester Holding Properties LLC Series
8710 S. Union Ave.
, a subsidiary of the Company
|
●
|
Description: 5 Bedroom, 2 Bathroom, Living room, Dining room, Kitchen, Full finished basement.
|
●
|
Status: Vacant and needs approximately $20,000 of rehabilitation work
|
●
|
Owner: Moe Options Inc Profit Sharing Plan & Trust, which is an affiliate of our shareholders Maureen & Chess Obermeier who are not affiliates of us due to their small share ownership percentage and lack of other factors meeting the definition of affiliate. The Normal Avenue property is not being purchased from a related party, as defined in GAAP.
|
●
|
Anticipated Purchase Price: $55,000 to be paid by the issuance of 550,000 shares of common stock
|
●
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Anticipated Contract Contingencies: Securing funding for the rehabilitation work.
|
●
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we would not be able to pay our debts as they become due in the usual course of business; or
|
●
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
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·
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None of these issuances involved underwriters, underwriting discounts or commissions.
|
·
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Restrictive legends were and will be placed on all certificates issued as described above.
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·
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The distribution did not involve general solicitation or advertising.
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·
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The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.
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·
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Access to all our books and records.
|
·
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Access to all material contracts and documents relating to our operations.
|
·
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The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
●
|
increased competitive pressures from existing competitors and new entrants;
|
●
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increases in interest rates or our cost of borrowing or a default under any material debt agreements;
|
●
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deterioration in general or regional economic conditions;
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●
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adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
|
●
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risks inherent in the real estate market;
|
●
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inability to achieve future sales levels or other operating results;
|
●
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the unavailability of funds for capital expenditures.
|
● |
Investment portfolio diversification
|
● |
Capital appreciation
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● | A holding period of from four to eight years |
●
|
Acquired December 19, 2012
|
●
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Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
|
Status: Vacant at time of purchase and as of the date of this report. Non section 8 property. Anticipate lease commencing April 1 with monthly rent of $1,100.
|
●
|
Mortgage: $39,300 @ 4% interest per annum amortized over 30 years with a balloon payment due February 1, 2014, payment per month principal & interest is $397.89
|
●
|
Seller: Estate of Calvin Ross, a non-affiliate
|
●
|
Purchase Price: $40,000
|
●
|
Purchased by Winchester Holding Properties LLC Series 9324 S. Vincennes, a subsidiary of the Company
|
●
|
Acquired March 7, 2013
|
●
|
Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
|
Status: Vacant at time of purchase and as of the date of this report. To be qualified as Section 8 property. Anticipate lease commencing mid April with monthly rent of $1,200.
|
●
|
Mortgage: Purchase price advanced by Kingdom Management Company, an affiliate of Mr. O’Connor. The loan is oral, in the amount of $47,388 is unsecured, non-interest bearing, and payable on demand. It is anticipated that the Company and the subsidiary owner will grant Kingdom Management Company a mortgage in the amount advanced with interest at 4%.
|
●
|
Seller: Deutsche Bank National Trust
|
●
|
Purchase Price: $45,000
|
●
|
Purchased by Winchester Holding Properties LLC Series
8710 S. Union Ave.
, a subsidiary of the Company
|
●
|
Description: 5 Bedroom, 2 Bathroom, Living room, Dining room, Kitchen, Full finished basement.
|
●
|
Status: Vacant and needs approximately $20,000 of rehabilitation work
|
●
|
Owner: Moe Options Inc Profit Sharing Plan & Trust, which is an affiliate of our shareholders Maureen & Chess Obermeier who are not affiliates of us due to their small share ownership percentage and lack of other factors meeting the definition of affiliate. The Normal Avenue property is not being purchased from a related party, as defined in GAAP.
|
●
|
Anticipated Purchase Price: $55,000 to be paid by the issuance of 550,000 shares of common stock
|
●
|
Anticipated Contract Contingencies: Securing funding for the rehabilitation work.
|
Contents | Page(s) | |||
Report of Independent Registered Public Accounting Firm
|
F-1 | |||
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
F-2 | |||
Consolidated Statements of Operations for the year ended December 31, 2012, for the period from September 14, 2011 (Inception) through December 31, 2011 and for the period from September 14, 2011 (Inception) through December 31, 2012
|
F-3 | |||
Consolidated Statement of changes in Stockholder’s Equity (Deficiency) for the year ended December 31, 2012 and for the Period from September 14, 2011 (Inception) through December 31, 2011
|
F-4 | |||
Consolidated Statements of Cash Flows for the year ended December 31, 2012, for the period from Septernber 14, 2011 (Inception) through December 31, 2011 and for the period from September 14, 2011 (Inception) through December 31, 2012
|
F-5 | |||
Notes to the Consolidated Financial Statements
|
F-6 |
Winchester Holding Group and Subsidiaries
|
|||||||||||||
(A development stage company)
|
|||||||||||||
Consolidated Balance Sheets
|
December 31,
2012
|
December 31,
2011
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 35,532 | $ | - | ||||
Property purchase deposit
|
1,000 | - | ||||||
Total current assets
|
36,532 | - | ||||||
Real Estate Investment, net
|
41,369 | - | ||||||
Total Assets
|
$ | 77,901 | $ | - | ||||
Liabilities and Stockholders' Equity (Deficiency)
|
||||||||
Current Liabilities
|
||||||||
Accrued expenses
|
$ | 5,120 | $ | - | ||||
Mortgage note payable, current portion
|
2,985 | - | ||||||
Note payable - related party
|
21,947 | 13,365 | ||||||
Total current liabilities
|
30,052 | 13,365 | ||||||
Mortgage note payable
|
36,315 | - | ||||||
Total liabilities
|
66,367 | 13,365 | ||||||
Commitments (Note 8)
|
||||||||
Stockholders' Equity (Deficiency)
|
||||||||
Preferred stock: $0.001 par value; 10,000,000 shares authorized;
|
||||||||
none issued or outstanding
|
- | - | ||||||
Common stock: $0.001 par value; 100,000,000 shares authorized;
|
||||||||
26,420,700 and 25,255,700 shares issued and outstanding, respectively
|
26,421 | 25,256 | ||||||
Stock subscription receivable
|
(55,000 | ) | (25,000 | ) | ||||
Additional paid-in capital
|
130,335 | - | ||||||
Deficit accumulated during the development stage
|
(90,222 | ) | (13,621 | ) | ||||
Total Stockholders' Equity (Deficiency)
|
11,534 | (13,365 | ) | |||||
Total Liabilities and Stockholders' Equity (Deficiency)
|
$ | 77,901 | $ | - |
Winchester Holding Group and Subsidiaries
|
||||||||||||||||
(A development stage company)
|
||||||||||||||||
Consolidated Statements of Operations
|
For the Year
Ended
2012
|
For the Period from
September 14, 2011
2011
|
For the Period from
September 14, 2011
2012
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Operating Expenses
|
||||||||||||
Professional fees
|
51,187 | 12,000 | 63,187 | |||||||||
Legal fees - stock compensation
|
- | 256 | 256 | |||||||||
General and administrative
|
25,414 | 1,365 | 26,779 | |||||||||
Total operating expenses
|
76,601 | 13,621 | 90,222 | |||||||||
Loss before Income Taxes
|
(76,601 | ) | (13,621 | ) | (90,222 | ) | ||||||
Income Tax Provision
|
- | - | - | |||||||||
Net Loss
|
$ | (76,601 | ) | $ | (13,621 | ) | $ | (90,222 | ) | |||
Net loss per common share
|
||||||||||||
- Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted average common shares outstanding
|
||||||||||||
- Basic and Diluted
|
25,562,040 | 25,255,700 | 25,492,275 |
Winchester Holding Group and Subsidiaries
|
|||||||||||||||||||||||
( A Development Stage Company)
|
|||||||||||||||||||||||
Consolidated Statement of Changes in Stockholders' Equity (Deficiency)
|
|||||||||||||||||||||||
For the year ended December 31, 2012 and for the Period from September 14, 2011 (Inception) through December 31, 2011
|
Deficit
|
||||||||||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional
|
during the
|
Stockholders'
|
||||||||||||||||||||||||||||
Number of
Shares
|
Amount
|
Number of
Shares
|
Amount
|
Subscription
Receivable
|
Paid-in
Capital
|
Development Stage
|
Equity (Deficiency)
|
|||||||||||||||||||||||||
September 14, 2011 (Inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Shares issued to founder for cash
|
25,000,000 | 25,000 | (25,000 | ) | - | - | - | |||||||||||||||||||||||||
Shares issued for legal services
|
255,700 | 256 | - | - | - | 256 | ||||||||||||||||||||||||||
Net loss for the period from September 14, 2011
|
||||||||||||||||||||||||||||||||
(inception) through December 31, 2011
|
(13,621 | ) | (13,621 | ) | ||||||||||||||||||||||||||||
Balance, December 31, 2011
|
- | - | 25,255,700 | 25,256 | (25,000 | ) | - | (13,621 | ) | (13,365 | ) | |||||||||||||||||||||
Proceeds from stock subscription receivable
|
25,000 | - | - | 25,000 | ||||||||||||||||||||||||||||
Contributed services
|
15,000 | - | 15,000 | |||||||||||||||||||||||||||||
Common stock issued for cash
|
615,000 | 615 | - | 60,885 | 61,500 | |||||||||||||||||||||||||||
Common stock to be issued in exchange for real
|
||||||||||||||||||||||||||||||||
estate property
|
550,000 | 550 | (55,000 | ) | 54,450 | - | - | |||||||||||||||||||||||||
Net loss for the year ended December 31, 2012
|
(76,601 | ) | (76,601 | ) | ||||||||||||||||||||||||||||
Balance, December 31, 2012
|
- | $ | - | 26,420,700 | $ | 26,421 | $ | (55,000 | ) | $ | 130,335 | $ | (90,222 | ) | $ | 11,534 |
Winchester Holding Group and Subsidiaries
|
|||||||||||||||
(A development stage company)
|
|||||||||||||||
Consolidated Statements of Cash Flows
|
For the Year
Ended
|
For the Period from
September 14, 2011
|
For the Period from
September 14, 2011
|
||||||||||
December 31,
2012
|
December 31,
2011
|
December 31,
2012
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net loss
|
$ | (76,601 | ) | $ | (13,621 | ) | $ | (90,222 | ) | |||
Adjustments to reconcile net loss to net cash
|
||||||||||||
used in operating activities:
|
||||||||||||
Depreciation
|
36 | - | 36 | |||||||||
Contributed services
|
15,000 | - | 15,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Common stock issued for legal services
|
- | 256 | 256 | |||||||||
Accrued expenses
|
5,120 | - | 5,120 | |||||||||
Net Cash Used in Operating Activities
|
(56,445 | ) | (13,365 | ) | (69,810 | ) | ||||||
Cash Flows from Investing Activitites
|
||||||||||||
Property purchase deposit
|
(1,000 | ) | - | (1,000 | ) | |||||||
Purchase of real estate
|
(41,405 | ) | - | (41,405 | ) | |||||||
|
||||||||||||
Net cash flows provided by (used in) investing activities
|
(42,405 | ) | - | (42,405 | ) | |||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from mortgage note payable
|
39,300 | - | 39,300 | |||||||||
Proceeds from note payable, related party
|
8,582 | 13,365 | 21,947 | |||||||||
Proceeds from sales of stock for cash
|
61,500 | - | 61,500 | |||||||||
Proceeds from stock subscription receivable from founder
|
25,000 | - | 25,000 | |||||||||
Net Cash Provided by Financing Activities
|
134,382 | 13,365 | 147,747 | |||||||||
Net Change in Cash
|
35,532 | - | 35,532 | |||||||||
Cash - beginning of period
|
- | - | - | |||||||||
Cash - end of period
|
$ | 35,532 | $ | - | $ | 35,532 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||||||
Stock subscription receivable
|
$ | 55,000 | $ | - | $ | 55,000 |
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Asset
|
Useful Life
(in years)
|
Building
|
30 years
|
Land
|
Indefinite
|
2012
|
2011
|
|||||||
Real Estate Investment
|
||||||||
Land
|
$ | 7,867 | $ | - | ||||
Building | 33,538 | - | ||||||
Total
|
$ | 41,405 | $ | - | ||||
Less accumulated depreciation
|
(36 | ) | (- | ) | ||||
Total Real Estate Investment, Net
|
$ | 41,369 | $ | - |
2012
|
2011
|
|||||||
U.S. “expected” income tax
|
$ | ( 26,044 | ) | $ | ( 4,631 | ) | ||
State tax rate | ( 2,781 | ) | - | |||||
Tax rate difference | 14,604 | 2,588 | ||||||
Non-deductible Compensation
|
2,250 | - | ||||||
Change in valuation allowance
|
11,971 | 2,043 | ||||||
Total Provision for income taxes
|
$ | - | $ | - |
2012
|
2011
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forward
|
$ | 14,014 | $ | 2,043 | ||||
Total gross deferred tax assets | 14,014 | 2,043 | ||||||
Less valuation allowance
|
(14,014 | ) | (2,043 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
Name
|
Age
|
Position
|
||
Thomas O’Connor
|
44
|
President, CEO and Director
|
·
|
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
|
·
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
|
·
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
|
·
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
·
|
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
|
·
|
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
|
·
|
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
|
Name of Officers
|
Number of Shares
of Common Stock
|
Percentage
|
||||||
Thomas O’Connor
|
25,200,000
|
95.4
|
%
|
|||||
All officers and directors as a group [1 person]
|
25,200,000
|
95.4
|
%
|
●
|
Acquired March 7, 2013
|
●
|
Description: 3 Bedroom, 1 Bathroom, Living room, Eat-In Kitchen, unfinished basement.
|
●
|
Status: Vacant at time of purchase and as of the date of this report. To be qualified as Section 8 property. Anticipate lease commencing mid April with monthly rent of $1,200.
|
●
|
Mortgage: Purchase price advanced by Kingdom Management Company, an affiliate of Mr. O’Connor. The loan is oral, in the amount of $47,388 is unsecured, non-interest bearing, and payable on demand. It is anticipated that the Company and the subsidiary owner will grant Kingdom Management Company a mortgage in the amount advanced with interest at 4%.
|
●
|
Seller: Deutsche Bank National Trust
|
●
|
Purchase Price: $45,000
|
●
|
Purchased by Winchester Holding Properties LLC Series
8710 S. Union Ave.
, a subsidiary of the Company
|
2012 | 2011 | |||||||
Audit Fees | $ | 28,000 | $ | 10,500 | ||||
Audit Related Fees | 3,000 | - | ||||||
Tax Fees | - | - | ||||||
All Other Fees | - | - | ||||||
Total | $ | 31,000 | $ | 10,500 |
Exhibit
No.
|
Document Description
|
|
10.1
|
Acquisition Contract Vincennes Ave
|
|
10.2
|
Mortgage Vincennes Ave
|
|
10.3
|
Balloon Rider Vincennes Ave
|
|
10.4
|
Note Vincennes Ave
|
|
10.5
|
Acquisition Contract Union Ave
|
|
31.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
WINCHESTER HOLDING GROUP
|
|||
April 5, 2013
|
By:
|
/s/
Thomas O’Connor
|
|
Thomas O’Connor,
|
|||
President
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ Thomas O’Connor
|
Thomas O’Connor
|
Chief Executive Officer, Principal Financial Officer,
|
April 5, 2013
|
|||
Principal Accounting Officer, Director
|
Exhibit
No.
|
Document Description
|
|
10.1
|
Acquisition Contract Vincennes Ave
|
|
10.2
|
Mortgage Vincennes Ave
|
|
10.3
|
Balloon Rider Vincennes Ave
|
|
10.4
|
Note Vincennes Ave
|
|
10.5
|
Acquisition Contract Union Ave
|
|
31.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
1 Year Winchester (PK) Chart |
1 Month Winchester (PK) Chart |
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