UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                   FORM 10-KSB

                                   (Mark One)
              [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
                                             ----------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 33-26828

                              WINDSOR CAPITAL CORP.
                              ---------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

            DELAWARE                                           58-1921737
 -------------------------------------------------------    ---------------
  (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

        7200 W. CAMINO REAL, SUITE 302, BOCA RATON, FLORIDA     33433
        ----------------------------------------------------------------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER (561) 417-8364
                -------------------------------------------------

              SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:

         TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE
         -------------------                             ON WHICH REGISTERED
                                                         -------------------
                  NONE                                            NONE

   SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT: NONE (TITLE OF CLASS)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90
days. [X] Yes [ ] No

         Check if 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 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. [X]

         The issuer's revenues for its most recent fiscal year are $3,316,191.

         The aggregate market value of the common stock held by non-affiliates
of the registrant, computed using a value of $.16 per share, the closing price
of the Common Stock on April 28, 2000, was $1,259,528 on that date.

          The number of shares outstanding of the issuer's common stock, $.001
par value per share, as of April 28, 2000 is 9,999,053.

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

          The Company is a mall-based specialty retailer which operates five
in-line stores in South Florida malls under the name "Smoker's Gallery." Until
April 27, 2000, the Company operated six such stores. The sixth store was closed
on that date as a result of the termination of its lease. These stores carry a
wide range of tobacco products and accessories, including cigars, pipes and pipe
tobacco, as well as upscale non-tobacco- related gift items ("gentlemen's
accessories").

         In addition, until June 1998, the Company owned and operated 14 kiosks
under the name "Simply Cigars" in malls located in Connecticut, Illinois,
Maryland, Massachusetts, Michigan and Ohio. These stores sold hand-rolled
premium cigars, cigar-related items and gentlemen's accessories. Most of the
Simply Cigars kiosks proved unprofitable, and in May 1998, the Company decided
to terminate its Simply Cigars operations. In early June 1998, the Company
closed two kiosks, and in August 1998, the Company sold three other kiosks. In
September 1998, the Company entered into an agreement to sell its remaining nine
kiosks; however, the prospective buyer failed to close. In November 1998, the
Company filed suit against the prospective buyer and, due to the lack of
alternatives, surrendered eight of the remaining nine kiosks to the respective
landlords in order to limit its liability for ongoing lease expenses as well as
to avoid additional operating losses. The final kiosk, which was not subject to
an ongoing lease, was sold. See Part I, Item 3 "Legal Proceedings".

            The Company commenced operations under the Simply Cigars name in
November 1996, operating kiosks through its predecessor Woodfield Enterprises,
Inc., a Florida corporation ("Woodfield"), which was incorporated in July 1996.
The Company was incorporated in Delaware in June 1988; however, the Company had
no operations until December 31, 1997, when Woodfield merged into the Company.
On January 30, 1998, Boynton Tobacconists, Inc., a Florida
corporation("Boynton") which owned and operated one Smoker's Gallery store and
owned five subsidiaries each owning and operating a Smoker's Gallery store,
merged into the Company. Boynton commenced operations in 1981.

         The Company's executive offices are located at 7200 W. Camino Real,
Suite 302, Boca Raton, Florida 33433. The Company's telephone number is (561)
417-8364, and its fax number is (561) 417-8368.

THE CIGAR MARKET

         Until 1993, the cigar industry experienced a long continuing decline in
cigar consumption. This trend reversed with unit sales beginning to grow
significantly in 1994, although the rate of growth began to decline in 1996. The
cigar industry has experienced a significant downturn in profitability since
late 1997 as the rate of sales growth declined and then, in 1999, unit sales
began to decline. Major publicly-traded cigar companies have experienced
significant decreases in market value in the last two years. In addition, this
downturn has caused a shake-out in the industry under which many smaller
manufacturers, as well as many cigar shops and cigar bars, have disappeared.

         The Company's Smoker's Gallery stores have been materially adversely
affected by the downturn in the cigar industry. Same store sales declined during
fiscal 2000 by approximately 21%. These and other factors have resulted in the
Board of Directors taking a careful look at the Company's operations and future
plans.

SMOKER'S GALLERY

         The Smoker's Gallery chain, which merged into the Company in January
1998, was founded in 1981 and now consists of five in-line stores averaging
approximately 1,000 square feet each. The sixth store was closed on April 27,
2000, upon expiration of its lease. The Smoker's Gallery stores are
"tobacconist" stores,

<PAGE>

offering a full line of tobacco and tobacco-related products, including premium
and non-premium cigars, pipes, pipe tobacco, cigarettes and related accessories.
The stores also carry gentlemen's accessories.

         The Smoker's Gallery stores are all located in upscale regional malls
in South Florida. Regional malls draw from a trade area with an average radius
of 20 miles and 250,000 consumers. According to industry estimates, each
consumer visits a mall an average of 1.4 times per month.

          Regional malls are classified into four categories: AA; A; B; and C.
The Company, however, due to its focus on upscale consumers with substantial
discretionary income, has outlets only in AA and A malls. AA and A malls
generally have around 1,000,000 square feet of gross leasable area, at least
three major department stores, better than average income per household in the
surrounding area, and annual sales in excess of $250 per square foot.

            Mall owners frequently do not lease space to multiple vendors of
specialty products with a niche as precise as the Company's product line.
Therefore, the Company's stores benefit from a strong barrier to entry that
limits competition in the malls where those outlets are located.

           As of April 28, 2000, the Smoker's Gallery outlets are as follows:

<TABLE>
<CAPTION>
MARKET             MALL NAME                RATING             DEVELOPER                 DATE OPEN
------             ---------                ------             ---------                 ---------
<S>                <C>                       <C>               <C>                       <C>

South Florida      Boynton Beach             A                 DeBartolo                 11/85
South Florida      Galleria                  A                 Keystone                  11/81
South Florida      Palm Beach Gardens        AA                Forbes Cohen              11/92
South Florida      Sawgrass Mills            AA                Western Dev.              10/90
South Florida      The Falls                 A                 Taubman                   12/96
</TABLE>

On April 27, 2000, the Company closed its store at the Boca Town Center Mall, a
AA mall. That store had been open since December 1996.

SIMPLY CIGARS

          The Simply Cigars kiosks were located in AA and A malls in
Connecticut, Illinois, Maryland, Massachusetts, Michigan and Ohio and consisted
of approximately 100 square feet of display space each and were located either
at center court or in the highway of the mall. As the name suggests, these
kiosks were focused on the sale of premium cigars and related accessories. Each
kiosk stocked approximately 200 boxes of various premium cigar brands and sizes,
together with an assortment of cigar accessories and gentlemen's accessories.
The cigars were sold individually and by the box.

PRODUCTS

           The Company sells a wide range of tobacco products and
tobacco-related accessories, as well as a select line of non-tobacco-related
gentlemen's accessories; however, the Company's principal product is premium
cigars, which represented a majority of sales at the Smoker's Gallery stores
during the fiscal year ended January 31, 2000.

     CIGARS

         Cigars are produced with three tobacco components: filler, binder and
wrapper. In order to make premium cigars, binder tobacco is hand-wrapped around
filler to create the "bunch," which is placed into a mold. Then, "wrapper"
tobacco is hand-wrapped around the bunch, creating a premium cigar. A premium
cigar uses only long-filler tobacco and binders and wrappers that are composed
solely of tobacco leaf. Long-filler tobacco consists of half tobacco leaves
rolled up, whereas short-filler tobacco consists of smaller pieces of tobacco,
including the portions of long-filler tobacco which are cut and discarded in
producing premium cigars.

<PAGE>

The quality of a cigar is based on the quality and age of the tobacco used for
the filler, binder and wrapper. Cigars that are not premium cigars typically use
short-filler and may be wholly or partially manufactured by machine.

           The Company has established relationships with wholesalers and
manufacturers of name-brand premium cigars such as Macanudo, Punch, H. Upmann,
Montecristo, Partagas and many others. The Company carries most of these brands
at its stores. The stores also sell non-premium cigars.

     CIGAR ACCESSORIES

         The Company has established relationships with wholesalers and
manufacturers of cigar accessories. These products include humidors for storing
cigars, cigar cutters, lighters, ashtrays, and the like.

      PIPES, PIPE TOBACCO AND PIPE ACCESSORIES

          The Company sells pipes, pipe tobacco and related accessories,
including tobacco pouches and pipe cleaners at the Smoker's Gallery stores.
Through Smoker's Gallery, the Company has long-established relationships with
wholesalers and manufacturers of these products.

      OTHER TOBACCO PRODUCTS

         The Smoker's Gallery stores also sell cigarettes and smokeless tobacco
products.

      GENTLEMEN'S ACCESSORIES

           In order to increase its overall sales and to diversify its product
line so as to guard against possible softness and/or declines in demand for
premium cigars and other tobacco-related products, the Company has introduced a
selection of "gentlemen's accessories" in its stores. These products consist of
high quality yet practical items, well suited for gifts and designed for the
young to middle-age upscale adult male consumer, including writing instruments,
shaving apparatus, leather goods and porcelain and bronze figurines.

          The following table summarizes the Company's Smoker's Gallery stores
sales by product during the fiscal year ended January 31, 2000:

         PRODUCT                                    PERCENT
         -------                                    OF SALES
                                                    --------
CIGARS                                               53%

CIGAR ACCESSORIES                                    18%

PIPE TOBACCO                                          2%

PIPES/PIPE ACCESSORIES                                3%

OTHER TOBACCO PRODUCTS                               17%

GENTLEMEN'S ACCESSORIES                               7%
                                                    ----

                                                    100%

<PAGE>

SEASONALITY

         The Company's business is highly seasonal, with sales peaking in the
November-December holiday season, when historically approximately 17% of annual
sales have been generated. Thus, the success of the holiday season will be a
major determinant of the Company's profitability each year.

EXPANSION AND ACQUISITIONS

         In May 1998, the Company determined that, due to adverse market
conditions in the retail tobacconist industry, in particular those relating to
premium cigars, its previously considered expansion plan was no longer feasible.
The Company proceeded to close or sell the unprofitable Simply Cigars kiosk
operations and is presently pursuing either the sale or prompt closure of any
unprofitable Smoker's Gallery retail outlets.

         In order to diversify away from the tobacco industry, the Company is
also pursuing possible acquisitions of non-tobacco companies. There can be no
assurance that any potential acquisitions will be consummated or that, if
consummated, any such acquisitions will prove to be beneficial to the Company.

COMPETITION

          The tobacco industry in general, including the cigar industry, is
dominated by a small number of companies which are well known to the public;
however, the retail tobacconist marketplace is fragmented. The industry remains
firmly dominated by independent retailers, who accounted for a significant
majority of all tobacco shops. The remaining stores are split almost equally
between franchises and multi-store "chains," the largest of which is "The Tinder
Box." In addition, the Company faces substantial competition from non-
traditional outlets for premium cigars, including bars, restaurants, gift shops,
drug stores and other retail stores.

GOVERNMENT REGULATION; TOBACCO INDUSTRY RISKS

          The tobacco industry in general has been subject to regulation by
Federal, state and local governments, and recent trends have been toward
substantially increased regulation. Such regulations include health warning
requirements, limitations on advertising and prohibition of sales to minors, and
laws restricting smoking in public places and in offices, office buildings and
restaurants and other eating and drinking establishments. Effective January
1998, the State of California, which frequently starts national trends, banned
smoking in all bars and restaurants. In addition, cigars and other tobacco
products are subject to excise taxation at the Federal, state and local level,
and such taxation may increase substantially in the future. Tobacco products are
especially likely to be subject to increases in excise taxation because of the
perceived detrimental effects of tobacco on the health of both smokers and
others who inhale environmental tobacco smoke ("ETS").

          While to date government regulation has focused on cigarettes,
increasing governmental attention has been directed in recent months to the
cigar industry. In April 1998, the Chairman of the Federal Trade Commission
("FTC"), citing a new National Cancer Institute report which documents a high
risk of mouth, throat and lung cancer and other adverse health effects from
cigar smoking, announced his support for legislation regulating cigars on a
basis comparable to that for cigarettes. He specifically proposed health
warnings on all cigar packaging and advertising as well as curbs on marketing
efforts that might be deemed directed toward teenagers. In February 1999, the
U.S. Department of Health and Human Services Inspector General issued a report
urging the FTC to require cigars to carry warning labels similar to those
contained on cigarette packages. This report marks the first time that cigars
have specifically been identified for increased regulatory oversight by a
federal health agency. No assurance can be given that future regulations, tax
policies or tobacco litigation will not have a material adverse effect upon the
ability of cigar companies and tobacconists, including the Company, to generate
revenue and profits. The Company believes that the principal regulatory risks it
faces arise from proposals for (i) increased taxes on cigars, (ii) restrictions
on cigar advertising, (iii) warning labels on cigars, and (iv) restrictions on
smoking in public places, especially bars and restaurants.

<PAGE>

           During recent decades, the tobacco industry has been the subject of
heavy advertising and public service campaigns against smoking in general. While
this negative publicity has been focused on cigarettes, in recent months the
news media have increasingly emphasized the risks of cigar consumption and cigar
ETS and have suggested that cigars can be as hazardous as cigarettes. This
publicity could ultimately have a material adverse effect on the cigar industry
in general and on the Company in particular. Furthermore, litigation has been
commenced in a number of jurisdictions seeking damages from cigarette companies
for damages resulting from cancer caused by smoking and ETS. Although the
Company is unaware of any such litigation against tobacco retailers or cigar
companies and all of its sales have been made after both the risks of smoking
and the addictive nature of nicotine became generally known, no assurance can be
given that the Company will not be materially adversely affected by such
litigation. In addition, no assurance can be given that the Company will be able
to obtain adequate product liability insurance or, if such insurance is
available, that it will be available on commercially reasonable terms.

EMPLOYEES

         At April 28, 2000, the Company had 21 employees. The Company is not and
never has been a party to a collective bargaining agreement. The Company
believes its relationship with its employees is good.

TRADEMARKS

         The Company had previously filed federal trademark registration
applications with the U.S. Patent and Trademark Office covering the "Simply
Cigars" name and logo. In connection with the Company's decision to terminate
its Simply Cigars' operations, the Company abandoned these applications. In
connection with the August 1998 sale of its three Michigan-based Simply Cigars
kiosks, the Company granted to the purchaser a non-transferable limited right
and revocable permission for the grant of and right to use only in the State of
Michigan, the "Simply Cigars" trade name.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This report, including the exhibits hereto, contains "forward-looking
statements" within the meaning of the federal securities laws. These
forward-looking statements include, among others, statements relating to the
Company's business plan, which is based upon the Company's interpretation and
analysis of cigar industry trends and management's ability to successfully
market and sell its products to retail consumers. This plan assumes, among other
things, that (i) the Company will be able to enhance the profitability of the
Smoker's Gallery stores or, alternatively, promptly close or sell unprofitable
outlets and otherwise reduce its costs, (ii) the Company will continue its
cost-cutting program focused on reducing corporate overhead, and (iii) the
Company will be able to successfully diversify its revenues away from solely
tobacco-related products through business opportunities outside of the tobacco
industry. Many known and unknown risks, uncertainties and other factors,
including general economic conditions, government regulations and taxation
relating to the tobacco industry, changes in public perceptions of the risks and
benefits of tobacco use, and risk factors detailed from time to time in the
Company's Securities and Exchange Commission filings, may cause these
forward-looking statements to be incorrect, and may cause actual results to be
materially different from any future results expressed or implied by such
forward-looking statements.

ITEM 2.  DESCRIPTION OF PROPERTY

         All of the Company's five Smoker's Gallery stores are leased with lease
terms expiring between October 2000 and 2007. The rental payments for most
facilities are based on a minimum rental plus a percentage of gross sales in
excess of a stipulated amount. The Company is also generally obligated for the
facilities' operating costs including property taxes, insurance and maintenance.
Minimum monthly lease payments for the Company's stores range from approximately
$2,300 to $4,300. The Company's headquarters, located in Boca Raton, Florida,
occupies 1,000 square feet of leased space. The Company rents its headquarters
facility under a lease expiring in November 2000 at a rate of approximately
$1,900 per month.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         A. WINDSOR CAPITAL CORP. V. TROPICAL REPUBLIC, INC. AND JAMES JOINER

         On September 15, 1998, the Company entered into an Operating Agreement
and an Asset Purchase Agreement (collectively, the "Agreements") with Tropical
Republic, Inc. ("Tropical"), under which the responsibility for the operations
and expenses of the Company's then remaining nine Simply Cigars kiosks was
turned over to Tropical at various dates during September 1998, with the sale of
the kiosks to Tropical at an aggregate price of $130,000 scheduled to close in
October 1998. Tropical failed to close on the sale and failed to pay a
substantial portion of the operating expenses owed the Company under the
Agreements. On November 18, 1998, the Company filed suit in Broward County,
Florida, Circuit Court for breach of the Agreements against Tropical and its
principal James Joiner ("Joiner"), who personally guaranteed Tropical's
obligations under the Agreements.

         In its complaint, the Company seeks damages in excess of $165,716: (i)
$120,000 for the balance owed on the purchase price after crediting Tropical's
$10,000 deposit; (ii) $45,716 for unpaid operating expenses accrued by Tropical
during its operation of the kiosks through October 31, 1998; and (iii) an
unspecified amount for potential liability to landlords under lease agreements
which extend past October 31, 1998.

         Tropical and Joiner have answered the Complaint and denied liability
based on alleged misrepresentations by the Company concerning Simply Cigars'
business. In addition, the defendants have filed a counterclaim for rescission
of the Agreements and unspecified damages. The Company believes that its claims
are meritorious and the defendants' defenses and counterclaims are without
merit; however, there can be no assurance that the Company will prevail in this
litigation or that, if it obtains a judgment, it will be able to collect the
judgment.

         As a result of Tropical's breach of the Agreements and the
unprofitability of the Simply Cigars business, the Company had no realistic
alternative but to surrender eight of its nine remaining kiosks to the
respective landlords as of November 1, 1998, in order to limit its liability for
ongoing lease expenses as well as to pay accrued rent through October 31, 1998,
which Tropical had agreed but failed to pay. The final kiosk, which was not
subject to an ongoing lease, was sold for $5,000. By surrendering these kiosks,
the Company obtained releases from future lease liability for all kiosk
locations except for the kiosks located at the Montgomery and Annapolis,
Maryland malls. Such future lease liability approximated $376,425 as of November
1, 1998: 27 months at $5,300 per month with respect to Montgomery; and 51 months
at $4,575 per month with respect to Annapolis. In November 1998, the Maryland
landlord threatened legal action against the Company; however, the Company is
unaware of the commencement of any such action and there has been no further
legal pressure by the landlord. The Company believes that it will be able to
avoid at least a substantial portion of any future lease liability to the
Maryland landlord by asserting a credit equal to the fair market rental value of
the premises including the kiosks. Further, under the Agreements with Tropical
and Joiner, the Company believes that Tropical and Joiner are fully responsible
for any liability of the Company to the Maryland landlords; however, there can
be no assurance that the Company will not be materially adversely affected if
litigation is brought by the Maryland landlord.

         B. J.C. PENDERGAST, INC. V. WINDSOR CAPITAL CORP.

         On February 24, 1999, J.C. Pendergast, Inc. ("Pendergast"), filed suit
against the Company in the United States District Court for the Eastern District
of Wisconsin, alleging breach of contract based on a May 1997 purchase order,
signed by a former officer of the Company, for $738,850 worth of kiosks. In
August 1998, the Company had previously received a letter from attorneys
representing Pendergast requesting payment of approximately $180,000 for work
allegedly performed under the purchase order. The Company answered the Complaint
and asserted as affirmative defenses that (i) the purchase order was never
intended by the parties to reflect a binding contract, and (ii) the purchase
order was never authorized by the Company's Board of Directors and Pendergast
was aware of the lack of authorization due to the close personal friendship
between

<PAGE>

the Company's former officer and Pendergast's owner. In April 2000, the case was
settled based on the Company's agreement to pay a total of $38,000 to
Pendergast, with the first payment due on or before April 28, 2000, in the
amount of $9,500 and subsequent payments of $9,500 each due on June 1, July 1
and August 1, 2000. Under the settlement agreement, in the event that the
Company fails to make a payment within 30 days of the due date, then Pendergast
may, by submitting an affidavit of default to the court, obtain a judgment
against the Company in the amount of $150,000. The Company has made the first
payment due April 28, 2000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

           The Company's common stock is traded in the over-the-counter market
on the National Association of Securities Dealers ("NASD") OTC Bulletin Board.
Its symbol is "WDSC". Until January 1998, following the merger of Woodfield into
the Company, only sporadic trading of the common stock occurred and no
established trading market existed for the common stock.

         The following table sets forth the range of high and low bid quotations
for the common stock for fiscal years 1999 and 2000 and the first quarter of
fiscal year 2001. These quotations were obtained from the NASD and reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

FISCAL YEAR                                 HIGH              LOW
-----------------------------------------------------------------
1999

         FIRST QUARTER
         (Through April 30, 1998)           $ 1.875           $ .50

         SECOND QUARTER
         (Through July 31, 1998)            $  .625           $ .25

         THIRD QUARTER
         (Through October 31, 1998)         $  .3125          $ .0625

         FOURTH QUARTER                     $  .625           $ .0625
         (through January 31, 1999)

2001

          FIRST QUARTER                     $  .75            $ .125
         (through April 30, 1999)

          SECOND QUARTER                    $  .125           $ .09375
         (through July 31, 1999)

         THIRD QUARTER                      $  .10            $ .03125
         (through October 31, 1999)

         FOURTH QUARTER                     $  .08            $ .03125
         (through January 31, 2000)

2001

         FIRST QUARTER                      $  .03125         $ .03125
         (through April 28, 2000)

<PAGE>

         The Company had 110 shareholders of record as of April 28, 2000;
however, based on information provided by the Company's transfer agent, the
Company believes that the number of beneficial owners of the common stock is
greater.

          In July 1996, the Company sold 3,000,000 shares of its common stock to
its founders, Gary N. Mansfield, Harold S. Blue, Guy F. Wood and Michael Falk,
Messrs. Mansfield and Wood paid nominal consideration of $.001 per share for
750,000 shares each. Messrs. Blue and Falk paid $100,000 each for 750,000 shares
($.13 per share). Thereafter, the Company sold 1,250,000 shares of common stock
to investors at a price of $.50 per share between November 1996 and March 1997,
and the Company sold an additional 2,450,000 shares of common stock at a price
of $1.00 per share between April and December 1997. The Company also issued to
certain investors who purchased common stock warrants to purchase an aggregate
of 165,000 shares of common stock at an exercise price of $1.00 per share
through November 30, 2001. These warrants were issued at no extra cost to the
investors. In December 1997, the Company issued to Mr. Blue, as compensation for
his services to the Company as Chairman, warrants to purchase 387,500 shares of
common stock on the same terms as the investor warrants. Mr. Blue later
transferred warrants for 275,500 of these shares to other persons.

          In January and February 1998, pursuant to a December 1997 call by the
Company, holders of the Company's Class A Warrants exercised 307,500 of such
warrants at a price of $.50 per share, yielding aggregate proceeds of $153,750
to the Company.

         The foregoing sales of securities were made pursuant to the exemptions
from registration provided in Section 4(2) of the Act and Regulation D
promulgated thereunder.

         The Company has not paid any dividends on its common stock. The Company
intends to retain any earnings for use in its operations and does not anticipate
paying any dividends on the common stock in the foreseeable future. The payment
of dividends is within the discretion of the Company's Board of Directors. Any
future decision with respect to dividends will depend on future earnings, future
capital needs and the Company's operating and financial condition, among other
factors.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

          The following table reflects the contributions of Simply Cigars and
Smoker's Gallery stores to the Company's sales and net loss during the fiscal
years ended January 31, 2000 ("Fiscal 2000") and January 31, 1999 ("Fiscal
1999").

<TABLE>
<CAPTION>
                                       FISCAL 2000                                           FISCAL 1999
                                       -----------                                           -----------

                                    SIMPLY                     SMOKER'S              SIMPLY                   SMOKER'S
                                    CIGARS                     GALLERY               CIGARS                   GALLERY
                                    ------                     -------               ------                   -------
<S>                                 <C>                        <C>                   <C>                      <C>
Sales                               $      -                    $3,316,191           $ 1,037,175               $4,206,907

Net Income (Loss)                   $(81,061)                   $ (594,057           $(1,945,213)              $ (142,424)
</TABLE>

<PAGE>

         The Company's statement of operations for Fiscal 1999 reflects only
eight months of Simply Cigars' operations, from February 1, 1998, through
September 30, 1998. In early June 1998, the Company closed two kiosks and in
August 1998, the Company sold three other kiosks. In September 1998, the Company
closed its remaining nine kiosks.

The following table sets forth certain items expressed in percentages of
revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED JANUARY 31,
                                                                                     2000                  1999
                                                                                     ----

<S>                                                                                <C>                   <C>
Revenues                                                                           100.0%                100.0%
Cost of revenues                                                                    64.1%                 67.1%
                                                                   --------------------------------------------
Gross profit                                                                        35.9%                 32.9%
Selling, general and administrative expenses                                        56.2%                 61.8%
Loss on disposition of kiosks                                                        2.2%                 12.3%
                                                                   --------------------------------------------
Operating loss                                                                    (22.5)%               (41.2)%
Other income                                                                         2.1%                  1.4%
Loss before provision for taxes                                                   (20.4)%               (39.8)%
Provision for taxes                                                                  0.0%                  0.0%
                                                                   --------------------------------------------
Net loss                                                                          (20.4)%               (39.8)%
                                                                   ============================================
</TABLE>

         Revenues for Fiscal 2000 decreased 37% to $3,316,191 from $5,244,082 in
Fiscal 1999. The decrease in revenues was due to the decrease in Simply Cigars
revenues of $1,037,075 ($0 for Fiscal 2000, versus $1,037,175 for Fiscal 1999)
along with a decrease in Smoker's Gallery revenues of $890,716 ($3,316,191 for
fiscal 2000 versus $4,206,907 for fiscal 1999).

         Gross profit was $1,190,802, or 35.9% of revenues in Fiscal 2000,
compared with $1,724,075, or 32.9% in Fiscal 1999. The increase in gross profit
as a percentage of sales was primarily due to the Company's disposition of the
Simply Cigars kiosk operations, which produced a gross margin during Fiscal 1999
of 30.9%.

         Selling, general and administrative expenses decreased 44% in Fiscal
2000 to $1,749,202 from $3,100,341 in Fiscal 1999. The decrease in selling,
general and administrative expenses was due to the decrease in Simply Cigars
selling, general and administrative expenses of $1,471,073 ($81,061 for Fiscal
2000 versus $1,552,134 for Fiscal 1999), offset by an increase in Smoker's
Gallery selling, general and administrative expenses of $307,078 ($1,855,285 for
Fiscal 2000 versus $1,548,207 for Fiscal 1999).

         In connection with the Company's sale/closure of the Simply Cigars
kiosk operations, the Company recorded losses on dispositions of kiosks of
$71,200 and $646,822 in Fiscal 2000 and 1999, respectively, which related
primarily to losses or write-offs with respect to the Simply Cigars' property,
equipment and inventory.

         The Company's net loss of $675,118 for Fiscal 2000 reflects the Simply
Cigars loss of $81,061 plus the Smoker's Gallery loss of $594,057.

         The Company's net loss of $2,087,637 for Fiscal 1999 reflects the
Simply Cigars loss of $1,945,213 plus the Smoker's Gallery loss of $142,424.

         The Company's Smokers Gallery same store sales declined by 21% during
fiscal 2000 when compared to the fiscal 1999 level. During the November-December
1999 holiday season, the Smoker's Gallery same store sales decreased 28% from
the level for the 1998 holiday season. Since January 2000, the Company has
continued to experience a decline in same store sales. During the two months
ended March 31,

<PAGE>

2000, the Smoker's Gallery sales were down 27% from the same period in 1999. The
Company believes that this decline in sales is due to a general decline in same
store sales experienced throughout the retail tobacconist industry. The Company
believes that this general decline is due primarily to the greatly increased
number of retail outlets competing for premium cigar sales as well as a decline
in the demand for premium cigars. The Company has been materially adversely
affected by the decline in its same store sales.

         The Company believes that the keys to its achieving profitability
include, among other things, (i) the enhancement of the profitability of the
Smoker's Gallery stores or, alternatively, the prompt closure or sale of
unprofitable stores, (ii) the continuation of a cost-cutting program focused on
reducing corporate overhead, and (iii) the diversification of its revenues away
from solely tobacco-related products through business opportunities outside of
the tobacco industry. There can be no assurance that the Company will be able to
fulfill this plan or achieve profitability, especially given the adverse trends
in same store sales described above.

LIQUIDITY AND CAPITAL RESOURCES

           At January 31, 2000, the Company had working capital of $100,350;
however, the Company has experienced recurring losses from operations and
generated negative cash flows from operations of $51,241 during Fiscal 2000. In
addition, as further discussed in Part I, Item 3 "Legal Proceedings", the
Company is subject to certain contingencies which, if not favorably resolved,
could have a significant negative impact on its future cash flows. The Company
is seeking to reduce operating expenses through reductions in corporate overhead
and increase sales volume through increased promotional discounts. In addition,
the Company is considering seeking sources of funds through additional capital
contributions or through additional financing. The Company is also pursuing
either the sale of its Smoker's Gallery retail outlets or the prompt closure of
any unprofitable Smoker's Gallery retail outlets. Finally, as discussed in Part
I, Item 3 "Legal Proceedings", the Company has attempted to mitigate the
potential financial impact of any contingencies which may not be favorably
resolved.

         In the absence of achieving profitable operations, obtaining additional
debt or equity financing, or concluding successful negotiations for the sale or
closure of some or all of its Smoker's Gallery retail outlets, the Company may
not have sufficient funds to continue operations in Fiscal 2001.

         Net cash used in operating activities decreased 93% in Fiscal 2000 to
$51,241 from $784,056 in Fiscal 1999, primarily due to the decrease in the net
loss ($675,118 for Fiscal 2000 versus $2,087,637 for Fiscal 1999) and the
decrease in cash used to reduce accounts payable ($109,691 for Fiscal 2000
versus $583,220 for Fiscal 1999) offset by (i) a decrease in non-cash losses,
i.e. depreciation, amortization and loss on disposition of kiosks, ($187,144 for
Fiscal 2000 versus $785,738 for Fiscal 1999), and (ii) a reduction in
merchandise inventories ($558,053 for Fiscal 2000 versus $1,143,284 for Fiscal
1999).

          Net cash provided by investing activities amounted to $36,097 in
Fiscal 1999. Such amount resulted from the proceeds received from the sale of
the three Michigan-based Simply Cigar kiosks ($38,851) offset by capital
expenditures of $2,754.

         Net cash provided by financing activities amounted to $130,750 in
Fiscal 1999. Such amount resulted from the exercise in Fiscal 1999 of 261,500
Class A warrants at a price of $.50.

IMPACT OF THE YEAR 2000

         The Company used commercial software that was upgradeable to a
commercially available version that was Year 2000 compliant. The total costs
associated with required modifications to become Year 2000 compliant were not
material to the Company's financial position, results of operations or cash
flows.

         The Company relies on third parties, particularly on third party
suppliers for its inventory. The Company has not experienced, nor does it
anticipate failure of third party suppliers to deliver inventory to the
Company's stores could adversely affect store sales.

<PAGE>

         The failure to correct a yet unknown material Year 2000 problem could
result in an interruption in, or failure of, certain normal business activities
or operations. Such failures could materially adversely affect the Company's
results of operations, liquidity and financial condition. The Company will
continue to monitor its mission-critical computer applications and those of its
third party suppliers and vendors throughout the year 2000 to ensure that any
latent Year 2000 matters that may arise are addressed promptly.

ITEM 7.   FINANCIAL STATEMENTS

    The Company's Financial Statements are included herein beginning on Page
F-1.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

    The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                         AGE          POSITION(S)
----                         ---          -----------

<S>                           <C>         <C>
Eugene R. Terry               61          Director

Alan Cornell                  54          Chairman, Chief Executive Officer, Secretary, Treasurer

Neil Litten                   61          Director
</TABLE>

EUGENE TERRY

         Mr. Terry became a Director of the Company in October 1997 and served
as Chief Executive Officer June 1998 until November 1999. He is a pharmacist and
the founder and Chairman of Bloodline, Inc., a New Jersey-based company engaged
in the blood services business, which he founded in 1980. In 1971, Mr. Terry
founded Home Nutritional Support, Inc. ("HNSI"), one of the first companies
established in the home infusion industry. In 1984, HNSI was sold to Healthdyne,
Inc. HNSI was later sold to the W.R. Grace Group. From 1975 to 1984, Mr. Terry
was also founder and Chief Executive Officer of Paramedical Specialties, Inc., a
respiratory and durable medical equipment company, which was also sold to
Healthdyne, Inc. From 1962 to 1985, Mr. Terry was a principal of Terry Drug
Company, an upscale retail drugstore chain in Northern New Jersey. From 1970 to
1978, Mr. Terry was President of Pharmaceutical Specialties, a Christmas mail
order catalog company serving pharmacies nationwide. Mr. Terry has been a
director of ProxyMed, Inc. (Nasdaq: PILL), a healthcare information technology
company based in Ft. Lauderdale, Florida ("ProxyMed"), since August 1995.
Currently, Mr. Terry is also a principal in T/C Solutions, a management
consulting venture capital company.

ALAN CORNELL

         Mr. Cornell became a Director of the Company in January 1999 and Chief
Executive Officer in February 2000. He began his career in 1972 at Loew-Cornell,
Inc., a family art and craft business, based in Teaneck, New Jersey. He has been
a principal of Loew-Cornell, Inc., since 1972, and currently serves as
President. Mr. Cornell also currently serves as President of Jane Cornell, Inc.,
an importer of cosmetic items, based in Teaneck, New Jersey. Mr. Cornell also
served on the Board of Directors of the Hobby Industry

<PAGE>

Association of America from 1991 to 1992. Mr. Cornell is a graduate of the New
York University School of Commerce.

NEIL LITTEN, D.O.

         Dr. Litten became a Director of the Company in January 1999. Dr. Litten
is Board Certified in Family Medicine and has been practicing in New Jersey for
the past 33 years. In addition to his family practice, in 1984, Dr. Litten
developed a successful rehabilitation center, which continues to thrive today.
In 1989, Dr. Litten also developed an MRI Center and incorporated 25 other
physicians into the group. In addition, Dr. Litten has also been involved in
nursing centers and real estate development over the last 20 years.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid since commencement
of the Company's operations to the Company's current and former Chief Executive
Officer and the only other executive officer of the Company with annual
compensation over $100,000 (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                     Annual Compensation                            Long Term Compensation
                                     ---------------------------------------        ------------------------------


Name and                                                       Other Annual
Principal Position          Year        Salary      Bonus      Compensation            Securities Underlying Options
------------------          ----        ------      -----      ------------            -----------------------------
<S>                         <C>          <C>            <C>           <C>                         <C>
Eugene R. Terry             2000         $   28,846     -             -                              -
Chief Executive Officer     1999         $   39,462     -             -                           300,000
                            1998         $        -     -             -                              -

Gary N. Mansfield           2000         $        -     -             -                              -
Chief Executive Officer     1999         $        -     -             -                           200,000
                            1998         $   19,231     -             -                              -

Joel A. Wolk                2000         $  115,385
Chief Operating Officer     1999         $  123,077     -             -                              -
                            1998         $        -     -      $565,000 (1)                       100,000

Karl E. Duell               2000         $20,769(2)     -             -                              -
Chief Executive Officer     1999         $        -     -             -                              -
                            1998         $        -     -             -                              -
</TABLE>

(1) Subchapter S shareholder distribution from Boynton.
(2) Mr. Duell served as chief executive officer of the Company from November 17,
1999, until February 22, 2000. He served as chief financial officer of the
Company from January 1, 1998, until February 22, 2000. The compensation
reflected here is for the period when he served as chief executive officer.

         The Company has not paid any directors' fees and does not intend to pay
any directors' fees through the end of the fiscal year ended January 31, 2001.

           The following table provides information on stock option grants
during Fiscal 2000 to each of the named executive officers.

<PAGE>

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR

                              (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>

                          Number of                % of Total
                          Shares                   Options/SARS
                          Underlying               Granted to                 Exercise or
                          Options/SARS             Employees                  Base Price           Expiration
Name                      Granted  (#)             in Fy                      ($/Sh)               Date
----                      ------------             -----
<S>                       <C>                      <C>                        <C>                  <C>

None                      N/A                      N/A                        N/A                  N/A
</TABLE>

          The following table sets forth certain information concerning
unexercised options held by each of the named executive officers:

<TABLE>
<CAPTION>
                                     AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                                   AND FY-END OPTION/SAR VALUES

                                                Number of        Number of        Value of          Value of
                                                Securities       Securities       Unexercised       Unexercised
                     Shares        Value        Underlying       Underlying       In-the-Money      In-the-Money
                     Acquired on   Realized     Options/SARs     Options/SARs     Options/SARs      Options/SARs
Name                 Exercise (#)      ($)      at FY-End (#)    at FY-End (#)    at FY-End (#)     at FY-End (#)

                                                  Exercisable     Unexercisable     Exercisable     Unexercisable

<S>                       <C>           <C>         <C>              <C>              <C>                 <C>
Eugene R. Terry           -             -           200,000          100,000          $ 12,500            $ -

Gary N. Mansfield         -             -           200,000             -                -                  -

Joel A. Wolk              -             -           100,000             -                -                  -

Karl E. Duell             -             -            60,000           55,000          $ 4,875               -
</TABLE>

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding the beneficial
ownership of the Company's common stock as of April 28, 2000, with respect to
(i) each person known to the Company to be the beneficial owner of more than 5%
of the Company's common stock, (ii) each director, (iii) each executive officer
named in the Executive Compensation Table, and (iv) all directors and executive
officers of the Company as a group.

                             SHARES OF THE COMPANY'S
                         COMMON STOCK BENEFICIALLY OWNED

NAME AND ADDRESS
OF BENEFICIAL OWNER(1)                 NUMBER                        PERCENT
----------------------                 ------                        -------
Harold S. Blue                         828,667(2)                       8.2%

Eugene R. Terry                        325,000(3)                       3.2%

Joel A. Wolk                         2,046,553(4)                      20.3%

<PAGE>

Alan Cornell                            58,333(5)                         *

Neil Litten                             88,333(6)                         *

Gary N. Mansfield                      902,000(7)                       8.9%

Michael Falk
830 Third Avenue
New York, NY 10017                     776,250(8)                       7.7%

J.F. Shea Co.
655 Brea Canyon Road
Walnut, CA 71789                       750,000                          7.0%

Directors and executive officers
  as a group                           471,666(9)                       4.6%
----------
*Less than 1%.

(1)      A person is deemed to be the beneficial owner of securities that can be
         acquired within 60 days from the date set forth above through the
         exercise of any option, warrant or right. Shares of the Company's
         common stock subject to any options, warrants or rights that are
         currently exercisable or exercisable within 60 days are deemed
         outstanding for purposes of computing the percentage ownership of the
         person holding such options, warrants or rights, but are not deemed
         outstanding for purposes of computing the percentage ownership of any
         other person.

(2)      Includes 128,667 shares issuable upon the exercise of currently
         exercisable options and warrants.

(3)      Includes 225,000 shares issuable upon the exercise of currently
         exercisable options and warrants.

(4)      Includes 100,000 shares issuable upon the exercise of currently
         exercisable options.

(5)      Includes 33,333 shares issuable upon the exercise of currently
         exercisable options.

(6)      Includes 38,333 shares issuable upon the exercise of currently
         exercisable options and warrants.

(7)      Includes 100,000 shares issuable upon the exercise of currently
         exercisable options.

(8)      Includes 26,250 shares issuable upon the exercise of currently
         exercisable warrants.

(9)      Includes 296,666 shares issuable upon the exercise of currently
         exercisable options and warrants.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On November 15, 1999, Joel A. Wolk and Gail D. Wolk resigned from their
positions as the Company's Chief Operating Officer and Director of Operations -
Tobacconist Division, respectively, pursuant to a termination agreement with the
Company. Under the termination agreement, (i) the employment agreements between
the Company and Mr. and Mrs. Wolk, providing for annual salaries of $125,000 and
$75,000 respectively, through January 30, 2001, were terminated; (ii) the
Company agreed to pay Mr. and Mrs. Wolk's salaries through December 31, 1999;
and (iii) Mr. and Mrs. Wolk agreed to a non-competition covenant through
December 31, 2000, covering a five mile radius from each store. In the short
term, the Company intends to utilize existing personnel to perform the functions
formerly performed by Mr. and Mrs. Wolk; however, the Company may bring in new
personnel and/or make further changes in existing personnel.

<PAGE>

ITEM 13.   EXHIBIT LIST AND REPORTS ON FORM 8-K

(A)      Exhibits

EXHIBIT
  NO.                 DESCRIPTION
  ---
3.1      Certificate of Incorporation, as amended (incorporated by reference to
         Exhibit 3.1 of the Company's Form 10-KSB for the transition period
         from October 1, 1997, to January 31, 1998).

3.2      Bylaws. (incorporated by reference to Exhibit 3.2 of the Company's
         Form 10-KSB for the transition period from October 1, 1997, to
         January 31, 1998).

10.1     Agreement and Plan of Merger among the Company, Woodfield Enterprise
         Inc. and International Asset Management Group, Inc., dated December 18,
         1997 (incorporated by reference to Exhibit 2.1 of the Company's Form
         8-K, reporting an event dated December 31, 1997).

10.2     Agreement and Plan of Merger between the Company and Boynton
         Tobacconists, Inc., dated January 29, 1998 (incorporated by reference
         to Exhibit 2.1 of th Company's Form 8-K, reporting an event dated
         January 30, 1998).

10.3     Operating Agreement among the Company, Tropical Republic Inc., and
         James Joiner dated September 16, 1998 (incorporated by reference to
         Exhibit 10.6 of the Company's Form 10-KSB for the fiscal year ended
         January 31, 1999).

10.4     Asset Purchase Agreement among the Company, Tropical Republic, Inc.,
         and James Joiner dated September 16, 1998 (incorporated by reference to
         Exhibit 10.7 of the Company's Form 10-KSB for the fiscal year ended
         January 31, 1999).

10.5     Termination Agreement dated November 14, 1999, among the Company,
         Joel A. Wolk and Gail Wolk.

27       Financial Data Schedule

----------

(B)      Reports on Form 8-K

During the quarter ended October 31, 1999, a Form 8-K report was filed by the
Company with the Securities and Exchange Commission on September 13, 1999
reporting the resignation of the Company's independent accountants. On January
6, 2000, a Form 8-K report was filed by the Company with the Securities and
Exchange Commission reporting the engagement of the Company's new independent
accountants.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

    No annual report or proxy material has been sent to security holders, nor
are such materials anticipated to be sent.

<PAGE>

SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: April 30, 2000

                              WINDSOR CAPITAL CORP.


                              BY: /S/ ALAN CORNELL
                                 ----------------------------------
                                  Alan Cornell
                                  Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                                       DATE
----------                                  -----                                       ----
<S>                                     <C>                                             <C>

/S/   ALAN CORNELL                      Chief Executive Officer (principal executive,   April 30, 2000
---------------------------------       financial and accounting officer) and Director
Alan Cornell


/S/ EUGENE TERRY                        Director                                        April 30, 2000
---------------------------------
Eugene Terry


/S/ NEIL LITTEN                         Director                                        April 30, 2000
---------------------------------
Neil Litten
</TABLE>

<PAGE>

C O N T E N T S

                                                                        Page
----------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT                                             F-2

FINANCIAL STATEMENTS

         Balance Sheet                                                   F-4

         Statements of Operations                                        F-5

         Statements of Changes in Stockholders' Equity                   F-6

         Statements of Cash Flows                                        F-7

         Notes to Financial Statements                               F-8 - F-17

                                      F-1

<PAGE>


INDEPENDENT AUDITORS' REPORT
-------------------------------------------------------------------------------


To the Board of Directors and Shareholders
Windsor Capital Corp.
Boca Raton, Florida

We have audited the accompanying balance sheet of Windsor Capital Corp. as of
January 31, 2000, and the related statements of operations, changes in
stockholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Capital Corp. at
January 31, 2000, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
and generated negative cash flows from operations during the years ended January
31, 2000 and 1999. In addition, as discussed in Note 6, the Company is subject
to certain contingencies, which if not favorably resolved, could have a
significant negative impact on its future cash flows. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                                          KAUFMAN, ROSSIN & CO.
Miami, Florida
March 27, 2000, except as to Note 6,
which is dated April 24, 2000

                                      F-2
<PAGE>

                REPORT OF DEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and
Shareholders of Windsor Capital Corp.

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity and cash flows present fairly, in all material
respects, the financial position of Windsor Capital Corp. (the "Company") at
January 31, 1999, and the results of its operations and its cash flows for each
of the two years in the period ended January 31, 1999, in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
and generated negative cash flows from operations of $784,056 during the year
ended January 3l, 1999. In addition, as discussed in Note 6, the Company is
subject to certain contingencies, which if not favorably resolved, could have a
significant negative impact on its future cash flows. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3 The
financial statements do not include any adjustments that might result from the
outcome of this uncertainly.


/s/ PRICEWATERHOUSECOOPERS L.L.P.

PRICEWATERHOUSECOOPERS L.L.P.
April 13, 1999
Miami, Florida

                                      F-3
<PAGE>

WINDSOR CAPITAL CORP.

-------------------------------------------------------------------------------
BALANCE SHEET
JANUARY 31, 2000
===============================================================================

ASSETS
===============================================================================

CURRENT ASSETS
     Cash and cash equivalents                                  $       51,629
     Receivables                                                        28,458
     Merchandise inventories                                           473,453
     Prepaid expenses and other current assets                             703
-------------------------------------------------------------------------------
         Total current assets                                          554,243

PROPERTY AND EQUIPMENT, net of accumulated
     depreciation of $401,647 (Note 4)                                 118,724

DEPOSITS                                                                17,870
-------------------------------------------------------------------------------

     TOTAL ASSETS                                               $      690,837
===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
===============================================================================

CURRENT LIABILITIES
     Accounts payable                                           $      316,425
     Accrued salaries and employee benefits                             15,647
     Other accrued expenses (Note 6)                                   121,821
-------------------------------------------------------------------------------
         Total current liabilities                                     453,893
-------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (NOTE 6)

STOCKHOLDERS' EQUITY:
     Preferred stock, $0.01 par value; 10,000,000 shares
         authorized; no shares issued or outstanding                         -
     Common stock, $0.001 par value; 25,000,000 shares
         authorized; 9,999,053 shares issued and outstanding             9,999
     Additional paid in capital                                      3,788,421
     Stock subscription receivable                                      (1,400)
     Accumulated deficit                                            (3,560,076)
-------------------------------------------------------------------------------
         Total stockholders' equity                                    236,944
-------------------------------------------------------------------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $      690,837
===============================================================================

                            See accompanying notes.

                                      F-4
<PAGE>

WINDSOR CAPITAL CORP.
STATEMENTS OF OPERATIONS
YEARS ENDED JANUARY 31, 2000 AND 1999
===============================================================================
                                                      2000        1999
================================================================================

REVENUES                                           $3,316,191  $5,244,082

COST OF REVENUES                                    2,125,389   3,520,007
-------------------------------------------------------------------------------

GROSS PROFIT                                        1,190,802   1,724,075
-------------------------------------------------------------------------------

OPERATING EXPENSES
     Selling, general and administrative expenses   1,749,202   3,100,341
     Loss on disposition of kiosks                     71,200     646,822
     Depreciation and amortization                    115,944     138,916
-------------------------------------------------------------------------------
         Total operating expenses                   1,936,346   3,886,079
-------------------------------------------------------------------------------

OPERATING LOSS                                       (745,544) (2,162,004)
-------------------------------------------------------------------------------

OTHER INCOME
     Lottery income                                    70,426      68,509
     Interest                                              --       5,858
-------------------------------------------------------------------------------
         Total other income                            70,426      74,367
-------------------------------------------------------------------------------

NET LOSS                                          $(675,118)  $(2,087,637)
===============================================================================

Loss per common share, basic and diluted          $    (.07)  $      (.21)
===============================================================================

Weighted average common shares outstanding          9,999,053   9,951,995
===============================================================================

                            See accompanying notes.

                                      F-5
<PAGE>

WINDSOR CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
========================================================================================================================
                                                                           Additional
                                  Preferred      Common    Subscription     Paid-in       Accumulated
                                    Stock        Stock      Receivable      Capital         Deficit          Total
========================================================================================================================
<S>                                <C>        <C>           <C>           <C>            <C>             <C>
Balance at January 31, 1998        $     -    $   9,561     $   (1,400)   $ 3,658,109    $   (797,321)   $  2,868,949

Issuance of common stock                 -          438              -        130,312               -         130,750

Net loss                                 -            -              -              -      (2,087,637)     (2,087,637)
------------------------------------------------------------------------------------------------------------------------

Balance at January 31, 1999              -        9,999         (1,400)     3,788,421      (2,884,958)        912,062

Net loss                                 -            -              -              -        (675,118)       (675,118)
------------------------------------------------------------------------------------------------------------------------

Balance at January 31, 2000        $     -    $   9,999     $   (1,400)   $ 3,788,421    $ (3,560,076)   $    236,944
========================================================================================================================
</TABLE>

                            See accompanying notes.

                                      F-6

<PAGE>

WINDSOR CAPITAL CORP.
STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
=============================================================================================================
                                                                         2000                    1999
=============================================================================================================
<S>                                                                  <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                        $ (675,118)            $ (2,087,637)
-------------------------------------------------------------------------------------------------------------
     Adjustments to reconcile net loss to net
         cash used in operating activities:
         Depreciation and amortization                                  115,944                  138,916
         Loss on disposition of kiosks                                   71,200                  646,822
         Changes in operating assets and liabilities:
              Accounts receivable                                        20,460                  (45,646)
              Merchandise inventories                                   558,053                1,143,284
              Prepaid expenses and other current assets                   2,797                   36,705
              Deposits and other assets                                  (2,036)                  14,014
              Accounts payable                                         (109,691)                (583,220)
              Accrued salaries and employee benefits                     (3,583)                  (2,214)
              Other accrued expenses                                    (29,267)                 (45,080)
-------------------------------------------------------------------------------------------------------------
                  Total adjustments                                     623,877                1,303,581
-------------------------------------------------------------------------------------------------------------
                      Net cash used in operating activities             (51,241)                (784,056)
-------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                     -                   (2,754)
     Proceeds from sale of property and equipment                             -                   38,851
-------------------------------------------------------------------------------------------------------------
                      Net cash provided by investing activities               -                   36,097
-------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock, net                          -                  130,750
-------------------------------------------------------------------------------------------------------------
                      Net cash provided by financing activities               -                  130,750
-------------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                               (51,241)                (617,209)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          102,870                  720,079
-------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                             $   51,629             $    102,870
=============================================================================================================
Supplemental cash flow information:
-------------------------------------------------------------------------------------------------------------
     Property acquired through incurring other accrued expenses      $        -             $     68,000
=============================================================================================================
</TABLE>

                            See accompanying notes.

                                      F-7

<PAGE>

WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NOTE 1.           ORGANIZATION AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

                  On December 31, 1997, Woodfield Enterprises, Inc., a Florida
                  corporation specialty retailer of premium cigars and
                  accessories which operates in regional malls primarily in the
                  Midwest and Northeast United States ("Woodfield"), merged with
                  and into Windsor Capital Corp. (the "Company"). Pursuant to
                  the merger, 6,700,000 shares of the Company's common stock,
                  par value $0.001 per share, were issued to the former
                  shareholders of Woodfield in a private transaction pursuant to
                  Section 4(2) of the Securities Act of 1933, as amended. Prior
                  to the merger, the Company had 5,525,000 shares of common
                  stock outstanding and effectuated a recapitalization, which
                  included a sale, by the Company's majority shareholder,
                  International Asset Management Group, Inc. ("IAMG") to
                  Woodfield of 4,480,000 shares and 5,000,000 warrants, which
                  were canceled by Woodfield in accordance with the terms and
                  conditions of the Agreement and Plan of Merger, among the
                  Company, IAMG and Woodfield dated December 18, 1997 (the
                  "Merger Agreement"). Upon completion of the merger, the
                  Company had 7,745,000 shares of common stock outstanding, of
                  which 6,700,000 were held by the former Woodfield
                  shareholders.

                  On December 31, 1997, resignations were tendered by the
                  executive officers and all but one of the directors of the
                  Company, and designees of Woodfield were elected to the Board
                  of Directors and as executive officers of the Company in
                  accordance with the terms and conditions of the Merger
                  Agreement.

                  The series of transactions described above resulted in the
                  Woodfield shareholders controlling the Company's Board of
                  Directors and having approximately 87% ownership of the
                  Company. Accordingly, the merger was accounted for as a
                  capital transaction, which is equivalent to the issuance of
                  stock by Woodfield for the Company's net monetary assets of
                  approximately $486,000, after the recapitalization. In
                  addition, the historical results of Woodfield became the
                  operating results of the Company. In connection with the
                  merger, the Company changed its calendar year end to a fiscal
                  year ending January 31.

                  On January 30, 1998, pursuant to an Agreement and Plan of
                  Merger (the "Boynton Merger Agreement"), the Company acquired
                  all of the business and assets of Boynton Tobacconists, Inc.,
                  a privately-held Florida corporation ("Boynton"), and assumed
                  all of Boynton's liabilities. Pursuant to the merger,
                  1,770,213 shares (valued by the parties at $2.6 million, or
                  $1.46875 per share, based on the contemporaneous market value
                  of the Company's common stock) of the Company's common stock,
                  par value $0.001 per share, were issued to the former
                  shareholder of Boynton in a private transaction pursuant to
                  Section 4(2) of the Securities Act of 1933, as amended. On May
                  1, 1998, 176,340 additional shares of the Company's common
                  stock were issued to the selling shareholder based on a final
                  valuation of certain assets and liabilities of Boynton as of
                  January 30, 1998.

                                      F-8
<PAGE>

--------------------------------------------------------------------------------
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

                  BUSINESS DESCRIPTION AND ACTIVITY

                  The Company is a mall-based specialty retailer which operates
                  six in-line stores in South Florida malls under the name
                  "Smoker's Gallery." These stores carry a wide range of tobacco
                  products and accessories, including cigars, pipes and pipe
                  tobacco, as well as upscale non-tobacco-related gift items
                  ("gentlemen's accessories").

                  In addition, until June 1998, the Company owned and operated
                  14 kiosks under the name "Simply Cigars" in malls located in
                  Connecticut, Illinois, Maryland, Massachusetts, Michigan and
                  Ohio. These stores sold hand-rolled premium cigars,
                  cigar-related items and gentlemen's accessories. Most of the
                  Simply Cigars kiosks proved unprofitable, and in May 1998, the
                  Company decided to terminate its Simply Cigars operations.

                  CASH AND CASH EQUIVALENTS

                  The Company considers all highly liquid investments with
                  original maturities of three months or less to be cash
                  equivalents. At times, the Company maintains cash in its
                  corporate accounts in amounts which exceed federally insured
                  limits. The Company places its cash in high quality credit
                  institutions and has not experienced any losses in such
                  accounts.

                  USE OF ESTIMATES

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the dates of the financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting periods. Actual results could differ from
                  those estimates.

                  REVENUE RECOGNITION

                  Revenue from sales of products is generally recognized upon
                  delivery to customers. The Company has established programs,
                  which, under specific conditions, enable customers to return
                  products. The Company establishes liabilities for estimated
                  returns and allowances at the time of delivery to customers.

                  MERCHANDISE INVENTORIES

                  Inventory is stated at the lower of cost or market
                  (replacement cost), with cost determined using the average
                  cost method.

                                      F-9
<PAGE>

--------------------------------------------------------------------------------
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

                  PROPERTY AND EQUIPMENT

                  Property and equipment, including leasehold improvements, are
                  stated at cost less accumulated depreciation. Depreciation and
                  amortization are provided on the straight-line basis over the
                  estimated useful lives of the respective assets. Leasehold
                  improvements are amortized over the lesser of their estimated
                  useful life or the life of the lease. The range of estimated
                  lives for financial reporting purposes are as follows:
                  leasehold improvements 5 to 10 years and equipment and other 3
                  to 7 years. Maintenance and repairs are expensed as incurred.
                  Expenditures for significant renewals or betterments are
                  capitalized. Gains or losses on dispositions are reflected in
                  current operations.

                  INCOME TAXES

                  Deferred income taxes are determined based upon differences
                  between financial reporting and tax bases of assets and
                  liabilities and are measured using the enacted tax rates and
                  laws that will be in effect when the differences are expected
                  to reverse. Deferred tax assets are also established for the
                  future tax benefits of loss and credit carryovers. Valuation
                  allowances are established for deferred tax assets when it is
                  more likely than not that such amounts will not be realized.

                  ADVERTISING COSTS

                  The Company expenses advertising costs as incurred.
                  Advertising expense was approximately $13,900 and $37,100 for
                  the years ended January 31, 2000 and 1999, respectively.

                  SEGMENT REPORTING

                  During 1998, the Company adopted Financial Accounting
                  Standards Board ("FASB") statement No. 131, "Disclosure about
                  Segments of an Enterprise and Related Information". The
                  Company has considered its operations and has determined that
                  it operates in a single operating segment for purposes of
                  presenting financial information and evaluating performance.
                  As such, the accompanying financial statements present
                  information in a format that is consistent with the financial
                  information used by management for internal use.

                  COMPREHENSIVE INCOME

                  The items affecting comprehensive income are not material to
                  the financial statements and, accordingly, are not presented
                  herein.

                  FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The carrying values of the Company's cash, receivables and
                  trade accounts payable approximate their fair value.

                                      F-10
<PAGE>

--------------------------------------------------------------------------------
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------------------------

                  EARNINGS PER SHARE

                  The Company applies Statement of Financial Accounting
                  Standards No. 128, "Earnings Per Share" (FS 128). Net loss per
                  share excludes dilution and is computed by dividing net income
                  by the weighted average number of common shares outstanding
                  during the reported periods.

                  YEAR 2000 UNCERTAINTIES

                  Although the Company has not identified or incurred any
                  computer system or program problems, there is still a
                  possibility that at some time during the Year 2000 their
                  computer systems and programs, as well as equipment that uses
                  embedded computer chips, may be unable to distinguish between
                  the years 1900 and 2000. This may create system errors and
                  failures resulting in the disruption of normal business
                  operations. Although it is unlikely, there may be some third
                  parties, such as governmental agencies, utilities,
                  telecommunication companies, vendors and customers that at
                  times may not be able to continue business with the Company
                  due to their own Year 2000 problems.

--------------------------------------------------------------------------------
NOTE 3.           GOING CONCERN CONSIDERATIONS
--------------------------------------------------------------------------------

                  The accompanying financial statements have been prepared
                  assuming the Company will continue as a going concern. The
                  Company has experienced losses from operations of $745,544 and
                  $2,162,004 and generated negative cash flows from operations
                  of $51,241 and $784,056 during the years ended January 31,
                  2000 and 1999, respectively. In addition, as further discussed
                  in Note 6, the Company is subject to certain contingencies,
                  which if not favorably resolved, could have a significant
                  negative impact on its future cash flows. Management is
                  seeking to reduce operating expenses through reductions in
                  corporate overhead and increase sales volume through increased
                  promotional discounts. In addition, management is considering
                  seeking sources of funds through additional capital
                  contributions or through additional financing. Management is
                  also pursuing either the sale of its Smoker's Gallery retail
                  outlets or the prompt closure of any unprofitable Smoker's
                  Gallery retail outlets. Finally, as discussed in Note 6,
                  management has attempted to mitigate the potential financial
                  impact of any contingencies, which may not be favorably
                  resolved.

                  In the absence of achieving profitable operations, obtaining
                  additional debt or equity financing, concluding successful
                  negotiations for the sale or closure of its Smoker's Gallery
                  retail outlets, and favorably resolving the potential
                  contingencies discussed in Note 6, the Company may not have
                  sufficient funds to continue operations in fiscal 2001. The
                  accompanying financial statements do not include any
                  adjustments that might result from the possible inability of
                  the Company to continue as a going concern.

                                      F-11
<PAGE>

--------------------------------------------------------------------------------
NOTE 4.           PROPERTY AND EQUIPMENT
--------------------------------------------------------------------------------

                  Property and equipment consists of the following at January
                  31, 2000:

                  Leasehold improvements                            $  274,786
                  Equipment and other                                  245,585
                  -------------------------------------------------------------
                                                                       520,371
                  Less accumulated depreciation and amortization      (401,647)
                  -------------------------------------------------------------
                                                                    $  118,724
                  ==============================================================

                  Depreciation of property and equipment for the years ended
                  January 31, 2000 and 1999 amounted to $115,944 and $138,916,
                  respectively.

--------------------------------------------------------------------------------
NOTE 5.           INCOME TAXES
--------------------------------------------------------------------------------

                  Based on the weight of available evidence, the Company has
                  established a full valuation allowance to offset net deferred
                  tax assets of approximately $1,321,000 at January 31, 2000.
                  This net deferred tax asset relates, principally, to the tax
                  effect of net operating loss carryforwards. Realization of the
                  deferred tax asset is dependent upon sufficient future taxable
                  income during the period that temporary differences and
                  carryforwards are expected to be available to reduce taxable
                  income. Management does not believe that it is more likely
                  than not that the deferred tax asset will be realized.

                  The net operating loss carryforwards, which amount to
                  approximately $3,569,000 as of January 31, 2000, begin to
                  expire in 2011.

                  The difference between the income tax benefit and the amount
                  computed by applying the federal statutory income tax rates to
                  the net loss are computed as follows:

                  Tax benefit at U.S. statutory rates                $ (214,000)
                  State tax benefit                                     (37,000)
                  Change in valuation allowance                         251,000
                  --------------------------------------------------------------
                  Income tax benefit                                 $        -
                  ==============================================================

                                      F-12
<PAGE>

--------------------------------------------------------------------------------
NOTE 6.           COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

                  LEASE COMMITMENTS

                  The Company leases retail facilities in regional malls and its
                  corporate headquarters facility under non-cancelable operating
                  leases with remaining terms in excess of one year. All of the
                  leases expire within the next seven years and have various
                  renewal and escalation clauses. The rental payments for most
                  facilities are based on a minimum rental plus a percentage of
                  the gross sales in excess of a stipulated amount. The Company
                  is generally obligated for facilities operating costs
                  including property taxes, insurance and maintenance.

                  Future minimum annual lease payments pursuant to these
                  operating leases existing as of January 31, 2000 are:

                  2001                                          $      253,000
                  2002                                                 173,000
                  2003                                                 137,000
                  2004                                                 140,000
                  2005                                                 140,000
                  Thereafter                                           260,000
                  --------------------------------------------------------------
                                                                $    1,103,000
                  ==============================================================

                  Included in the statements of operations for the years ended
                  January 31, 2000 and 1999 was approximately $292,000 and
                  $600,000, respectively, for minimum lease payments. Additional
                  lease expenses included in the statements of operations for
                  the years ended January 31, 2000 and 1999 were approximately
                  $140,000 and $264,000, respectively. The minimum and
                  additional lease expense related to the above described
                  operating leases are recorded as selling, general and
                  administrative expenses.

                  CONTINGENCIES

                  On February 24, 1999, J.C. Pendergast, Inc. ("Pendergast"),
                  filed suit against the Company in the United States District
                  Court for the Eastern District of Wisconsin, alleging breach
                  of contract based on a May 1997 purchase order, signed by a
                  former officer of the Company, for $738,850 worth of kiosks.
                  In August 1998, the Company had previously received a letter
                  from attorneys representing Pendergast requesting payment of
                  approximately $180,000 for work allegedly performed under the
                  purchase order. In April 2000, the Company and Pendergast
                  reached a settlement agreement whereby the Company would pay
                  Pendergast $38,000 over four equal monthly installments of
                  $9,500, with the first payment due on or before April 28,
                  2000. The full $38,000 is reflected in other accrued expenses.
                  Under the settlement agreement in the event that the Company
                  fails to make a payment within 30 days of the due date, then
                  the Company would be liable to pay Pendergast and additional
                  $150,000.

                                      F-13
<PAGE>

--------------------------------------------------------------------------------
NOTE 6.           COMMITMENTS AND CONTINGENCIES (CONTINUED)
--------------------------------------------------------------------------------

                  On September 15, 1998, the Company entered into an Operating
                  Agreement and an Asset Purchase Agreement (collectively, the
                  "Agreements") with Tropical Republic, Inc. ("Tropical"), under
                  which the responsibility for the operations and expenses of
                  the Company's then remaining nine kiosks was turned over to
                  Tropical at various dates during September 1998, with the sale
                  of the kiosks to Tropical at an aggregate price of $130,000
                  scheduled to close in October 1998.

                  Tropical failed to close on the sale and failed to pay a
                  substantial portion of the operating expenses owed the Company
                  under the Agreements. On November 18, 1998, the Company filed
                  suit in Broward County, Florida, Circuit Court for breach of
                  the Agreements against Tropical and its principal James Joiner
                  ("Joiner"), who personally guaranteed Tropical's obligations
                  under the Agreements.

                  In its complaint, the Company seeks damages in excess of
                  $165,716 as follows: (i) $120,000 for the balance owed on the
                  purchase price after crediting Tropical's $10,000 deposit;
                  (ii) $45,716 for unpaid operating expenses accrued by Tropical
                  during its operation of the kiosks through October 31, 1998;
                  and (iii) an unspecified amount for potential liability to
                  landlords under lease agreements which extend past October 31,
                  1998.

                  Tropical and Joiner have answered the Complaint and denied
                  liability based on alleged misrepresentations by the Company
                  concerning Simply Cigars business. In addition, the defendants
                  have filed a counterclaim for rescission of the Agreements and
                  unspecified damages. The Company believes that its claims are
                  meritorious and the defendants' defenses and counterclaims are
                  without merit; however, discovery has just commenced and there
                  can be no assurance that the Company will prevail in this
                  litigation or that, if it obtains a judgment, it will be able
                  to collect the judgment.

                  As a result of Tropical's breach of the Agreements and the
                  unprofitability of the Simply Cigars business, the Company had
                  no realistic alternative but to surrender eight of its nine
                  remaining kiosks to the respective landlords as of November 1,
                  1998, in order to limit its liability for ongoing lease
                  expenses as well as to pay accrued rent through October 31,
                  1998, which Tropical had agreed to pay, but failed to do so.
                  The final kiosk, which was not subject to an ongoing lease,
                  was sold. By surrendering these kiosks, the Company obtained
                  releases from future lease liability for all kiosk locations
                  except for the kiosks located at the Montgomery and Annapolis,
                  Maryland malls. Such future lease liability approximates
                  $376,425 as of November 1, 1998: 27 months at $5,300 per month
                  with respect to Montgomery; and 51 months at $4,575 per month
                  with respect to Annapolis. In November 1998, the Maryland
                  landlord threatened legal action against the Company; however,
                  the Company is unaware of the commencement of any such action,
                  and no further communications have been received from the
                  landlord. The Company believes that it will be able to avoid
                  at least a substantial portion of any future lease liability
                  to the Maryland landlord by asserting a credit equal to the
                  fair market rental value of the premises including the kiosks.
                  Further, under the Agreements with Tropical and Joiner, the
                  Company believes that Tropical and Joiner are fully
                  responsible for any liability of the Company to the Maryland
                  landlords; however, there can be no assurance that the Company
                  will not be materially adversely affected if litigation is
                  brought by the Maryland landlord.

                                      F-14
<PAGE>

--------------------------------------------------------------------------------
NOTE 6.           COMMITMENTS AND CONTINGENCIES (CONTINUED)
--------------------------------------------------------------------------------

                  In February 2000, the Company was informed by the landlord of
                  the Town Center Mall in Boca Raton, Florida, where the
                  highest-volume Smoker's Gallery store is located, that the
                  landlord had elected, pursuant to the terms of the lease, to
                  terminate the lease effective April 30, 2000. During 2000, the
                  Town Center store generated approximately 23% of the total
                  sales of the six-store Smoker's Gallery chain. The Company may
                  be materially adversely affected by the Town Center lease
                  termination.

--------------------------------------------------------------------------------
NOTE 7.           STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

                  In connection with the issuance of common stock during the
                  period July 15, 1996 (date of inception) to December 31, 1997,
                  Woodfield issued warrants to purchase 165,000 shares of common
                  stock at an exercise price of $1.00 per share, exercisable
                  through November 30, 2001.

                  In connection with the issuance of common stock during
                  November and December of 1997, Woodfield issued warrants to
                  purchase 387,500 shares of common stock at an exercise price
                  of $1.00 per share, exercisable through November 30, 2001.

                  Prior to the merger with Woodfield, the Company issued Class A
                  warrants to purchase 500,000 shares of common stock and one
                  Class B warrant at an exercise price of $.50 per share,
                  exercisable through February 15, 1998. During the period ended
                  January 31, 1998, 46,000 Class A warrants were exercised.
                  Prior to their expiration date, an additional 261,500 Class A
                  warrants were exercised. Class B warrants issued in connection
                  with the exercise of Class A warrants entitle the holder to
                  purchase one share of common stock at an exercise price of
                  $1.00 per share and were exercisable through May 15, 1998. No
                  Class B warrants were exercised prior to their expiration.

                  During the year ended January 31, 1998, the Company granted
                  options as incentives to certain employees. The following
                  table summarizes information relative to such options:

<TABLE>
<CAPTION>
                                                                                          Weighted Average
                                                                             Shares        Exercise Price
                  ------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
                  Outstanding at January 31, 1997                                  -             $     -
                  Granted at exercise prices ranging from $.94 to $1.63      315,000                1.16
                  ------------------------------------------------------------------------------------------
                  Outstanding at January 31, 1998                            315,000                1.16
                  Granted in fiscal 1999                                           -                   -
                  ------------------------------------------------------------------------------------------
                  Outstanding at January 31, 1999                            315,000                1.16
                  Granted in fiscal 2000                                           -                   -
                  ------------------------------------------------------------------------------------------
                  Outstanding at January 31, 2000                            315,000             $  1.16
                  ==========================================================================================
                  Exercisable at January 31, 2000                            310,000             $  1.16
                  ==========================================================================================
                  Weighted-average fair value of options granted                                 $   .28
                  ==========================================================================================
</TABLE>

                                      F-15
<PAGE>

--------------------------------------------------------------------------------
NOTE 7.           STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------------------------------------------------------

                  During fiscal 1999, the Company's Board of Directors approved
                  the Windsor Capital Corp. 1998 Stock Option Plan (the "1998
                  Plan") covering the Company's employees, officers and
                  directors. The 1998 Plan provides for the granting of up to
                  1,500,000 awards of any combination of incentive stock options
                  or non-qualified options. The terms of the options (limited to
                  10 years), vesting schedule and exercise price are at the
                  discretion of the Company's Board of Directors. However, in no
                  event will the exercise price per share of any option be less
                  than the fair market value, as defined, of the Company's
                  common stock on the date such option is granted.

                  The following table summarizes information relative to options
                  granted under the 1998 Plan:

<TABLE>
<CAPTION>
                                                                                                      Weighted Average
                                                                                         Shares        Exercise Price
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>
                  Outstanding at January 31, 1998                                               -             $    -
                  Granted at exercise prices ranging from $.06 to $.10                    613,334                .09
                  ------------------------------------------------------------------------------------------------------
                  Outstanding at January 31, 1999                                         613,334                .09
                  Granted in fiscal 2000                                                        -                  -
                  ------------------------------------------------------------------------------------------------------
                  Outstanding at January 31, 2000                                         613,334             $  .09
                  ======================================================================================================
                  Exercisable at January 31, 2000                                         383,333             $  .09
                  ======================================================================================================
                  Weighted - average fair value of options granted                                            $  .09
                  ======================================================================================================
</TABLE>

                  The Company has elected to follow Accounting Principles Board
                  Opinion No. 25, "Accounting for Stock Issued to Employees"
                  (APB 25) and related interpretations in accounting for its
                  employee stock options. Under APB 25, because the exercise
                  price of the Company 's stock options equals the market price
                  of the underlying stock on the date of grant, no compensation
                  expense is recognized.

                  Pro forma information regarding net income and earnings per
                  share is required by SFAS No. 123, "Accounting for Stock-Based
                  Compensation", and has been determined as if the Company had
                  accounted for its stock options under the fair value method
                  required by SFAS No. 123. The fair value for these options was
                  estimated at the date of grants using the Black-Scholes option
                  pricing model with the following weighted average assumptions:
                  risk-free interest rate of 4.56%; expected volatility of 334%;
                  expected dividend yield of 0%; and expected option life of 4.9
                  years.

                                      F-16
<PAGE>

--------------------------------------------------------------------------------
NOTE 7.           STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------------------------------------------------------

                  The Black-Scholes option valuation model was developed for use
                  in estimating the fair value of traded options. Because the
                  Company's stock options have characteristics significantly
                  different from those traded options, and because subjective
                  input assumptions can materially affect the fair value
                  estimate, in management's opinion, the existing models do not
                  necessarily provide a reliable single measure of the fair
                  value of its stock options.

                  For purposes of pro forma disclosure, the estimated fair value
                  of the options is amortized to expense over the options'
                  vesting period. The Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                                        2000             1999
                  ------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>
                  Pro forma net loss                                $  (687,422)    $ (2,109,358)
                  ====================================================================================
                  Pro forma loss per share - basic and diluted      $      (.07)    $       (.21)
                  ====================================================================================
</TABLE>

                  The weighted-average remaining contractual life of options is
                  3.9 years.

--------------------------------------------------------------------------------
NOTE 8.           SIGNIFICANT FOURTH QUARTER ADJUSTMENTS
--------------------------------------------------------------------------------

                  In the fourth quarter of fiscal year 2000, the Company
                  wrote-off approximately $71,000 of property and equipment
                  associated with its Simply Cigars kiosk operations (See Note
                  6).

                                      F-17

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

10.5     Termination Agreement dated November 14, 1999, among the Company,
         Joel A. Wolk and Gail Wolk.

27       Financial Data Schedule