UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB

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

                  FOR THE FISCAL YEAR ENDED __________________

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

       FOR THE TRANSITION PERIOD FROM OCTOBER 1, 1997 TO JANUARY 31, 1998

                         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.)

           5008 NORTH FEDERAL HIGHWAY, LIGHTHOUSE POINT, FLORIDA 33064
           ------------------------------------------------------------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

                ISSUER'S TELEPHONE NUMBER          (954) 429-0035
                -------------------------------------------------
              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


<PAGE>

         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 $6,645,134.

         The aggregate market value of the common stock held by non-affiliates
of the registrant, computed using a value of $.50 per share, the closing price
of the Common Stock on April 30, 1998, was $2,062,750 on that date.

         The number of shares outstanding of the issuer's common stock, $.001
par value per share, as of April 30, 1998 is 9,999,053.


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

         The Company is a mall-based specialty retailer. It owns and operates 14
kiosks under the name "Simply Cigars" in malls located in Connecticut, Illinois,
Maryland, Massachusetts, Michigan and Ohio. These stores sell hand-rolled
premium cigars, cigar-related items and upscale non-tobacco-related gift items
("gentlemen's accessories"). In addition, the Company 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 gentlemen's accessories.

         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 5008 North Federal
Highway, Lighthouse Point, Florida 33064. The Company's telephone number is
(954) 429-0035, and its fax number is (954) 429-0914.

THE CIGAR MARKET

         Until 1993, the cigar industry experienced a long continuing decline in
cigar consumption. This trend has reversed in recent years with unit sales
beginning to grow in 1994 and strong growth continuing, although the rate of
growth has declined since 1996. Dollar sales have increased as a result of price
increases and a substantial increase in the demand for all classifications of
cigars, including high-priced premium cigars and mass market non-premium 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

                                        1


<PAGE>

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. 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 believes that the increase in cigar consumption and retail
sales is the result of a number of factors, including: (i) the increase in the
number of adults over the age of 50 (a demographic group believed to smoke more
cigars than any other demographic segment); and (ii) the emergence of an
expanding base of younger affluent adults who have recently started smoking
cigars and who tend to smoke premium cigars, seeing them as an "affordable
luxury". The Company believes the increase in cigar smoking is in large part
attributable to a positive and improving image of cigar smoking resulting from
increased publicity, including the success of Cigar Aficionado magazine, the
increased visibility of use by celebrities and the proliferation of "Cigar
Smokers" dinners and other special events for cigar smokers. This image may
become threatened, however, by increasing negative publicity from the media,
government officials and scientists concerning the risks of cigar smoking. See
"Government Regulation; Tobacco Industry Risks."

         United States consumption of premium cigars increased at a compound
annual unit growth rate of 2.4% during the period of 1976 to 1991, and at a
compound annual unit growth rate of 8.9% from 1991 to 1994, and the growth rate
reached 30.6% in 1995, 67.3% in 1996 and 35% in 1997, when 370.3 million units
were sold. The mass market segment of the industry, which declined from 1964 to
1993, has also experienced increased consumption with a compound annual growth
rate of 10% from 1993 to 1997, when 4.8 billion units were sold. Total retail
sales of cigars have increased at a compound annual growth rate of 4.5% from
1991 to 1997, when sales hit $916 million, while the corresponding compound
annual unit growth rate was 7.0%.

                                        2

<PAGE>

         The following table illustrates the trends in unit consumption and
retail sales experienced by the premium and mass market segments of the U.S.
cigar industry from 1991 to 1997.

<TABLE>
<CAPTION>
                             U.S. CIGAR INDUSTRY(1)
                                   (Millions)

                              1991     1992     1993     1994     1995     1996    1997
                              ----     ----     ----     ----     ----     ----    ----
<S>                        <C>      <C>       <C>      <C>      <C>      <C>      <C>
Unit Consumption:
Premium                       97.2     98.9     109.6    125.5    163.9    274.3    370.3
Mass market                3,433.3  3,419.2   3,313.8  3,592.5  3,896.6  4,314.3  4,858.7
                           -------  -------   -------  -------  -------  -------  -------
  Total                    3,530.5  3,518.1   3,423.4  3,718.0  4,060.5  4,588.6  5,229.0
                           =======  =======   =======  =======  =======  =======  =======
Retail Sales               $ 705.0  $ 715.0   $ 730.0  $ 766.0  $ 846.0  $ 874.0  $ 916.0
                           -------  -------   -------  -------  -------  -------  -------
<FN>
----------
(1)  Source:  Cigar Association of America, Inc.
</FN>
</TABLE>

STORES

         The Company's Simply Cigars kiosks are located in upscale regional
malls in the Northeastern and Midwestern United States, while 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. By focusing its strategy on opening and/or
acquiring several kiosks/stores in each geographic area, the Company believes
that it will enjoy economies of scale and build well-recognized brands which
will be enhanced by multiple exposure to millions of consumers.

         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 and intends to acquire
and/or open additional outlets only in those premium tiers. 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. Although
the Company does not intend to target B malls, it may, on occasion, open a B
mall outlet if, as part of a package deal, access to AA and A malls is offered
by a common landlord on advantageous terms. Also, the Company may acquire
tobacconist chains which have outlets in B malls, as well as AA and A malls.

         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 and kiosks benefit from a strong barrier to
entry that limits competition in the malls where those outlets are located.

                                        3

<PAGE>

         As of April 30, 1998, the Company's outlets are as follows:

<TABLE>
<CAPTION>
MARKET                     MALL NAME                 RATING                     DEVELOPER                 DATE OPEN
------                     ---------                 ------                     ---------                 ---------
SIMPLY CIGARS
-------------
<S>                        <C>                          <C>                     <C>                       <C>
Boston                     Cambridgeside                A                       Wells Park                11/96
Detroit                    Lakeside                     A                       Taubman                   11/96
Detroit                    Briarwood                    A                       Taubman                   11/96
Detroit                    Twelve Oaks                  A                       Taubman                   11/96
Boston                     Natick                       A                       General Growth            11/96*
Chicago                    Woodfield                    AA                      Taubman                   12/96
Boston                     Northshore                   A                       Wells Park                04/97
Detroit                    Woodland                     A                       Taubman                   04/97
Boston                     Emerald Square               A                       Wells Park                06/97
Columbus                   Tuttle Crossing              A                       Taubman                   07/97
Chicago                    Stratford                    A                       Urban                     11/97
Connecticut                Crystal                      A                       Wells Park                11/97
Washington                 Annapolis                    A                       Westfield                 12/97
Washington                 Montgomery                   A                       Westfield                 12/97

SMOKER'S GALLERY
----------------
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              Boca Town Center             AA                      DeBartolo                 12/96
South Florida              The Falls                    A                       Taubman                   12/96

<FN>
----------
* In December 1996, the Company opened a kiosk at the Atrium Mall in
  metropolitan Boston. In September 1997, that kiosk was closed and moved to the
  Natick Mall.
</FN>
</TABLE>

SIMPLY CIGARS

      The Simply Cigars kiosks consist of approximately 100 square feet of
display space each and are located either at center court or in the highway of
the mall. As the name suggests, these kiosks are focused on the sale of premium
cigars and related accessories. Each kiosk stocks approximately 200 boxes of
various premium cigar brands and sizes, together with an assortment of cigar
accessories and gentlemen's accessories. The cigars are sold individually and by
the box.

      The Company commenced operations in each of its Simply Cigars markets
through kiosks rather than in-line stores due to the speed and relatively low
start-up cost involved. By placing a kiosk in a desirable location, the Company
is able to "test the waters" by opening an outlet with little lead time, thereby
preempting potential competition, and with a modest investment in construction,
fixtures and inventory.

      The Company estimates that the monthly operating expenses for a kiosk are 
approximately two-thirds those of a typical 1000-square-foot in-line store
($8,050 as opposed to $12,250) while a store has several times the revenue
potential due to much greater display area; however, the investment

                                        4

<PAGE>

in construction, fixtures and inventory required to open a kiosk is
approximately one-fifth the investment required for a store ($50,000 as opposed
to $250,000). The Company believes that its strategy is prudent because it
limits the capital investment and operating costs in a location until that
location has proven to be successful. Given the much greater sales potential of
in-line stores, the Company intends to convert successful kiosks to in-line
stores and close unsuccessful kiosks.

      The Company has selected the Stratford and Woodfield mall kiosks to be the
first for conversion to in-line stores, with conversion scheduled to commence in
June and July 1998, respectively. The Company has not yet signed leases for
these stores; however, the Company believes that it is in the final stages of
lease negotiations for the stores. Completion for each conversion is scheduled
for approximately 90 days after commencement. The Company intends to keep the
kiosks open while the stores are prepared for occupancy.

SMOKER'S GALLERY

      The Smoker's Gallery chain, which merged into the Company in January 1998,
was founded by Joel A. Wolk (now the Company's Chief Operating Officer) in 1981
and consists of six in-line stores averaging approximately 1,000 square feet
each. The Smoker's Gallery stores are "tobacconist" stores, 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.

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 Simply Cigars kiosks and the Smoker's
Gallery stores during the fiscal year ended January 31, 1998.

      CIGARS

      The Company has established relationships with wholesalers and
manufacturers of name-brand premium cigars such as Macanudo, Punch, H. Uppman,
Montecristo, Partagas and many others. The Company carries most or all of these
brands at its outlets; however, given the dramatic expansion of the industry,
many new premium brands have recently come onto the market. These new brands,
which may not be as well recognized, present the Company with the opportunity to
introduce higher margin lines to the growing population of new cigar smokers.
The Smoker's Gallery stores sell non-premium cigars; the Simply Cigars kiosks do
not. The Company may add non-premium cigars to the Simply Cigars product

                                        5

<PAGE>

line.

      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. In addition, the
Company plans to private-label many of these same items with the Simply Cigars'
logo, toll-free phone number and e-mail address (to be established) so that
consumers can purchase the Company's products without having to visit the mall.

      PIPES, PIPE TOBACCO AND PIPE ACCESSORIES

      The Company sells pipes, pipe tobacco and related accessories, including
tobacco pouches and pipe cleaners, only at the Smoker's Gallery stores; however,
the Company may begin to sell some of these products at its Simply Cigars
kiosks. 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 and the Simply Cigars kiosks also sell
cigarettes. The Smoker's Gallery stores also sell 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 outlets. 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,
umbrellas, flasks, shaving apparatus, leather goods and porcelain and bronze
figurines. The Company believes that the current retail environment underserves
demand for these products. The selection and presentation of the gentlemen's
accessories product line is designed to appeal to female as well as male buyers.
According to industry figures, approximately 25-30% of purchases in tobacco
stores consist of purchases by women on behalf of men, approximately 34% of
purchasers are 35-49 years old, and approximately 30% of purchasers are 21-34
years of age.

                                        6

<PAGE>

      The following table summarizes the Company's sales by product during the
fiscal year ended January 31, 1998:

PRODUCT          %COMPANY          %SIMPLY           %SMOKER'S
-------          SALES             CIGARS SALES      GALLERY SALES
                 -----             ------------      -------------
CIGARS            56                55                57

CIGAR
ACCESSORIES       30                43                23

PIPE TOBACCO       1                --                 1

PIPES/PIPE
ACCESSORIES        2                --                 3

OTHER TOBACCO
PRODUCTS           6                --                 9

GENTLEMEN'S
ACCESSORIES        5                 2                 7
                 ---               ---               ---
                 100%              100%              100%

SEASONALITY

    The Company's business is highly seasonal, with sales peaking in the
November-December holiday season, when historically approximately 40% 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

    The Company believes that, in order to achieve profitability, it needs to
rapidly expand the number of its outlets and achieve economies of scale. The
Company is seeking attractive acquisition targets as well as locations for new
in-line stores. As set forth above, in June 1998, the Company intends to begin
the process of converting its successful kiosks into in-line stores.

    In order to diversify away from the tobacco industry, the Company is also
pursuing possible acquisitions of non-tobacco companies. The Company is
currently in various stages of negotiations to acquire several companies, one of
which is not involved in the tobacco industry. The Company is currently engaged
in a "due diligence" review of these targets and their financial statements.
There can be no assurance that these, or any other 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,

                                        7

<PAGE>

is dominated by a small number of companies which are well known to the public;
however, the retail tobacconist marketplace is fragmented. According to the July
- August 1997 issue of the tobacco industry's trade magazine, SMOKESHOP, there
are 4,948 tobacco shops in the United States. According to the magazine, the
industry remains firmly dominated by independent retailers, who accounted for
over 93% 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, due to the recent surge in demand for premium cigars, 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, 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. 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.

                                        8

<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 30, 1998, the Company had 104 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 has filed federal trademark registration applications with the
U.S. Patent and Trademark Office covering the "Simply Cigars" name and the
Company's logo. The Company believes that these trademarks are valid and do not
infringe on the rights of any third parties; however, there can be no assurance
that they will not be successfully challenged by a third party.

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 growth strategy, which is based upon the Company's interpretation and
analysis of cigar and tobacconist industry trends and management's ability to
successfully develop and implement its expansion plan and market and sell its
products to retail consumers. This strategy assumes, among other things, that
(i) strong demand for premium cigars and accessories will continue and the
Company will be able to promptly and substantially increase its market share;
(ii) the Company will be able to promptly and substantially increase the number
of its retail outlets in Class A and AA malls and (iii) the Company will

                                        9

<PAGE>

be able to successfully diversify its revenues away from solely tobacco-related
products. Many known and unknown risks, uncertainties and other factors,
including general economic conditions, government regulations and taxation
relating to the tobacco industry, and risk factors detailed from time to time in
the Company's Securities and Exchange Commission filings, may cause these
forward looking statements to prove 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 14 Simply Cigars kiosks and six Smoker's Gallery stores
are leased with lease terms expiring between 1998 and 2006. 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 kiosks and stores
range from approximately $2,000 to $4,600. The Company's headquarters and
central warehouse facility, located in Lighthouse Point, Florida, occupies 1,000
square feet of leased space. The Company rents its headquarters and central
warehouse facility on a monthly basis at a rate of $400 per month.

ITEM 3.  LEGAL PROCEEDINGS

    The Company is not a party to any legal proceedings.

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

    On December 22, 1997, the Company's shareholders approved by written
consent, in accordance with Delaware law, the merger of Woodfield into the
Company. Shareholders owning 5,071,150 of the 5,525,000 shares of Common Stock
then outstanding approved the merger, which was consummated on December 31,
1997.

    On January 29, 1998, the Company's shareholders approved by written consent,
in accordance with Delaware law, the merger of Boynton into the Company.
Shareholders owning 5,402,650 of the 7,745,000 shares of Common Stock then
outstanding approved the merger, which was consummated on January 30, 1998.

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.

                                       10

<PAGE>

    The following table sets forth the range of high and low bid quotations for
the Common Stock for the last quarter of fiscal year 1998 and for the first
quarter of fiscal year 1999. 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
------------------------------------------------------------------------
1998
   FOURTH QUARTER                    $  2.00                     $  .875
      (January 1998 only)

1999
   FIRST QUARTER                     $  2.00                     $  .50
      (through April 30, 1998)


    The Company had 84 shareholders of record as of April 30, 1998; 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 290,500 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 the expansion of
its business, and does not anticipate paying

                                       11

<PAGE>

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, 1998 ("Fiscal 1998") and January 31, 1997 ("Fiscal 1997").

<TABLE>
<CAPTION>
                                   FISCAL 1998                                     FISCAL 1997
                                   -----------                                     -----------
                        SIMPLY                     SMOKER'S              SIMPLY                   GALLERY
                        CIGARS                     GALLERY               CIGARS                   SMOKER'S
                        ------                     -------               ------                   --------
<S>                   <C>                         <C>                  <C>                       <C>
Sales                 $2,289,806                  $4,355,328           $ 407,706                 $5,561,964

Net Income (Loss)     $ (656,836)                 $  563,987           $(132,563)                $   (3,317)
</TABLE>

    The Company's statement of operations for Fiscal 1997, reflects the
operations of Smoker's Gallery for the 12 months ended April 30, 1997, while
the statement of operations for Fiscal 1998 reflects only nine months of
Smoker's Gallery operations, from May 1, 1997, through January 31, 1998. As
Simply Cigars commenced operations in November 1996, only three months of its
operations are included in Fiscal 1997 while Fiscal 1998 reflects a full
operating year for Simply Cigars. Further, during Fiscal 1997, only six Simply
Cigars kiosks were operating, four of which were opened in November 1996, and
two of which opened in December 1996. The Company opened eight additional Simply
Cigars kiosks in Fiscal 1998, four of which were opened before the
November-December 1997 holiday season; the other four were opened in November
and December 1997 (two in each month). Four of the six Smoker's Gallery stores
were open throughout both fiscal years; the other two were opened in December
1996.

                                       12

<PAGE>

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

                                                      FISCAL YEAR

                                               1998             1997
                                               ----             ----

Revenues                                     100.0%           100.0%
Cost of revenues                              58.1%            63.3%
                                             -----------------------
Gross Profit                                  41.9%            36.7%
Selling, general and
  administrative expenses                     41.6%            38.5%
Depreciation and amortization                  1.8%             0.7%
                                             -----------------------
Operating loss                                (1.5)%           (2.5)%
Other income (expense)                         0.4%             0.3%
                                             -----------------------
Loss before provision for
  income taxes                                (1.1)%           (2.2)%
Provision for income taxes                     0.3%             0.1%
                                             -----------------------
Net loss                                      (1.4)%           (2.3)%
                                             =======================

    Revenues for Fiscal 1998 increased 11% to $6,645,134 from $5,969,670 in
Fiscal 1997. The increase in revenues was due to the increase in Simply Cigars
revenues of $1,882,100 ($2,289,806 for the 12 months ended January 31, 1998,
versus $407,706 for the three month period ended January 31, 1997) offset by a
decrease in Smoker's Gallery revenues of $1,206,636 ($4,355,328 for the 9 months
ended January 31, 1998 versus $5,561,964 for the 12 month period ended April 30,
1997).

    Gross profit was $2,781,511, or 41.9% of revenues in Fiscal 1998, compared
with $2,193,538, or 36.7% in Fiscal 1997. The increase in gross profit as a
percentage of sales was primarily due to the increase in Simply Cigars revenues
in Fiscal 1998 which have had a higher gross margin than Smoker's Gallery
revenues. In Fiscal 1998, Simply Cigars' gross margin was $1,166,644, or 51% of
revenues whereas Smoker's Gallery's gross margin was $1,614,847, or 37% of
revenues.

    Selling, general and administrative expenses increased 20% in Fiscal 1998 to
$2,761,785 from $2,298,874 in Fiscal 1997. The increase in selling, general and
administrative expenses was due to the increase in Simply Cigars selling,
general and administrative expenses of $1,398,649 ($1,736,711 for the 12 months
ended January 31, 1998 versus $338,062 for the three month period ended January
31, 1997) offset by a decrease in Smoker's Gallery selling, general and
administrative expenses of $935,738 ($1,025,074 for the 9 months ended January
31, 1998, versus $1,960,812 for the 12 month period ended April 30, 1997).

    The Company's net loss of $92,849 for Fiscal 1998 reflects the Simply Cigars
loss of $656,836 mostly offset by Smokers Gallery's net income of $563,987.
During Fiscal 1998, Boynton Tobacconists, Inc. ("Boynton"), the former operator
of Smoker's Gallery, was a

                                       13

<PAGE>

Subchapter S corporation, and substantially all of its net income was paid to
Wolk as a distribution. This distribution was not deducted for purposes of
calculating the Company's net loss.

    The Company's Fiscal 1997 net loss of $135,880 reflects Simply Cigars' net
loss of $132,563 and Smokers Gallery's net loss of $3,317. During Fiscal 1997,
Boynton was a Subchapter C corporation and Wolk received aggregate salary and
bonus compensation of $550,010, which was deducted as an expense. 

    Due to the small scale of operations, Simply Cigars incurred net losses of
$132,563 in Fiscal 1997 (three months of operations) and $656,836 in Fiscal
1998, as gross profit was greatly outweighed by fixed overhead expenses, in
particular wages, rent and management fees.

    During the November-December 1997 holiday season, the Company's same store
sales decreased 18.2% from the level for the 1996 holiday season. This reflects
a 7.9% increase for Simply Cigars and a 24.0% decrease for Smoker's Gallery.
Since January 1998, the Company has experienced a sharp decline in same store
sales. During the three months ended March 31, 1998, the Company's same store
sales were down 27% from the same period in 1997, reflecting a 14% decline at
Simply Cigars and a 29% decline at Smoker's Gallery. 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 cause of this
general decline is uncertain; however, the Company believes that the decline is
due in large part to the greatly increased number of retail outlets competing
for premium cigar sales as well as a decline in the rate of growth of demand for
premium cigars. Unless the decline in the Company's same store sales is soon
reversed, the Company will be materially adversely affected.

    The Company believes that the key to its achieving profitability is the
fulfillment of its expansion plan to have open at least 30 outlets, including 19
in-line stores, by December 31, 1998, with the conversion of certain high-volume
kiosks to stores to begin in June 1998. 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, 1998, the Company had working capital of $2,060,000; however,
in order to fully implement its expansion plan, the Company believes that it
will need to raise at least $3 million in new financing by August 1998. If such
funds are not raised, the Company will have to cut back on its expansion plan
accordingly. Further, even if such funds are raised, there can be no assurance
that the Company will be able to implement its

                                       14

<PAGE>

expansion plan or achieve profitability. There can be no assurance that
sufficient cash flow from operations will be realized before available cash
resources and the net proceeds of any financing are exhausted. There can be no
assurance that such additional funds will be available when needed or, if
available, will be available on terms acceptable to the Company.

    Net cash used in operating activities decreased 92% in Fiscal 1998 to
$69,419 from $841,858 in Fiscal 1997, primarily due to a reduction in the amount
of cash used in Fiscal 1998 to acquire merchandise inventories ($1,200,659
during 1997 versus $551,502 during 1998). During Fiscal 1997, Simply Cigars
commenced operations and Smoker's Gallery opened two new stores which resulted
in increased purchases of merchandise inventories.

    Net cash used in investing activities decreased 34% in Fiscal 1998 to
$357,813 from $543,421 in Fiscal 1997 primarily as a result of the capital
expenditures required in Fiscal 1997 to commence operations for Simply Cigars
and open two new Smoker's Gallery stores offset by the capital expenditures
required in Fiscal 1998 to expand Simply Cigars' operations.

    Net cash provided by financing activities decreased 32% in Fiscal 1998 to
$990,858 from $1,461,364 in 1997. During Fiscal 1997, net borrowings amounted to
$671,264 whereas in Fiscal 1998, net repayments of amounts borrowed amounted to
$1,294,812. Also as previously discussed above, during Fiscal 1998, a
distribution in the amount of $565,000 was paid to Wolk. These amounts were
offset by an increase in Fiscal 1998 of proceeds from the sale of common stock
and cash acquired in the capital transaction of $2,060,570.

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

    See the Company's Report on Form 8-K filed January 14, 1998, regarding the
change in the Company's independent auditors.

                                       15

<PAGE>

                                    PART III

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

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

NAME                         AGE          POSITION(S)
-----------------------------------------------------
Gary N. Mansfield            37           Chairman, Chief Executive Officer, 
                                          Secretary, Director

Guy F. Wood                  44           President

Joel A. Wolk                 46           Chief Operating Officer

Karl E. Duell                41           Vice President/Chief Financial
                                          Officer

Eugene R. Terry              59           Director

Harold S. Blue               37           Director

Hershel Krasnow              75           Director

GARY N. MANSFIELD

    Mr. Mansfield, a co-founder of the Company, has served as Chief Executive
Officer, Secretary and a Director since July 1996. He became Chairman of the
Company in April 1998. He served as Executive Vice President - Corporate
Development of ProxyMed, Inc. (Nasdaq: PILL), a healthcare information
technology company based in Fort Lauderdale, Florida, from March 1993 until
September 1997, when he resigned that position to work for the Company. He
remained as a non-executive employee of ProxyMed until April 1, 1998. Mr.
Mansfield also was a member of ProxyMed's Board of Directors from June 1995
until September 1997. In these capacities at ProxyMed, Mr. Mansfield focused on
several initiatives including the acquisitions of several companies and contract
negotiations for strategic business alliances. From November 1991 to March 1993,
Mr. Mansfield was co-founder and Chief Executive Officer of Medical Containment
Systems, Inc., a software development firm which was acquired by ProxyMed. From
December 1985 to August 1988, Mr. Mansfield was a shareholder of Best Generics
and he was a Director of Best Generics at the time the company was acquired. Mr.
Mansfield also served as Vice President of Ocean Drugs, a pharmacy chain located
in South Florida from September 1985 to May 1989.

    Mr. Mansfield holds a Masters of Business Administration degree in Finance
and Policy from the University of Chicago, Chicago, Illinois (1995); a Juris
Doctor from the University of Miami School

                                       16

<PAGE>

of Law (1992); and a Bachelors degree in Business Administration (Management)
from the Wharton School of the University of Pennsylvania (1985). Mr. Mansfield
is a member in good standing of the American Bar Association and the Florida
Bar.

GUY F. WOOD

    Mr. Wood, co-founder of the Company, has served as President since July 1996
and is responsible for all aspects of the Company's day-to-day operations. Mr.
Wood has 19 years management experience in high growth companies, nearly half of
which have been with companies involved in specialty retail. Most recently, from
March 1995 to September 1996, Mr. Wood served as an area developer of bagel
restaurants in the Chicagoland area. Previously, Mr. Wood served as Executive
Vice President and Chief Operating Officer of Gloria Jean's Gourmet Coffees,
Inc., from March 1987 through February 1995. Joining that company when there
were only seven stores, Mr. Wood developed and supervised a retail operations
department with three directors and eight district managers supporting 26
company and 200-plus franchised stores. He had complete responsibility for
profit and loss at a chain with annual sales in excess of $100,000,000. Prior to
joining Gloria Jean's, Mr. Wood served in various positions at Edward Hines
Lumber Co. in Chicago, Illinois, from March 1979 through March 1987, where not
only did he set the sales record for the largest single invoice, but also for
being one of the youngest ever to achieve his title of Branch Yard Manager in
the history of the 100-year old company.

    Mr. Wood holds a Bachelor of Science degree in psychology from Southern
Illinois University.

JOEL A. WOLK

    Mr. Wolk has worked in the retail tobacco industry since 1973, when he and
his father opened a Tinder Box franchise in the Staten Island Mall in New York.
Later, the Wolk family sold the Tinder Box store and Mr. Wolk opened and later
sold Smoker's Gallery stores in Binghampton, New York, and Phoenix, Arizona. In
1981, Mr. Wolk relocated to Boca Raton, Florida, where he opened the current
Smoker's Gallery chain, with the first store located at the Galleria Mall in
Fort Lauderdale. The chain grew to six stores by 1996. From 1993 to 1996, Mr.
Wolk served as a director of the Retail Tobacco Dealers of America. Mr. Wolk
became Chief Operating Officer of the Company on January 30, 1998, when the
Smoker's Gallery chain was acquired in the merger by Boynton into the Company.

KARL E. DUELL

    Mr. Duell has served as Vice President and Chief Financial Officer of the
Company since January 1998. Mr. Duell has over 18 years experience working with
national, regional and local

                                       17

<PAGE>

independent public accounting firms, most recently having served as a senior
manager with Ernst & Young L.L.P. from November 1996 to December 1997. Prior to
that, he was a manager with Coopers & Lybrand L.L.P., now the Company's
independent public accountants, from November 1992 to October 1996. Mr. Duell is
a Certified Public Accountant and holds a B.B.A. degree from Niagara University.

EUGENE TERRY

    Mr. Terry became a Director of the Company in October 1997. 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 since August 1995. Currently, Mr. Terry is also
a principal with Mr. Cooperman in T/C Solutions.

HAROLD S. BLUE

    Mr. Blue, a co-founder of the Company, served as the Company's Chairman
from July 1996 until March 1998 and continues as a Director. He is currently
employed by ProxyMed as its Chairman and Chief Executive Officer. He has held
those positions since January 1993. In January 1991, Mr. Blue founded and then
served as Chief Executive Officer and Chairman of Health Services of Miami
Lakes, Inc., a multi-office provider of primary and specialty care services to
managed care patients. In December 1994, Mr. Blue sold that company to InPhyNet,
Inc., a publicly traded (Nasdaq National Market) physician practice management
company. Prior to founding Health Services, Mr. Blue was the founder of Best
Generics, Inc. in 1984. Best Generics was later sold to pharmaceutical
manufacturer Ivax Corporation, a publicly traded (AMEX) firm, in August 1988.
Mr. Blue served on the Board of Directors of Ivax for two years, and then served
as a consultant to Ivax for an additional three-year period. Mr. Blue served as
President and Chief Executive Officer of Budget Drugs, Inc., an independent
chain of retail pharmacies from 1979 to 1992. He currently serves as a director
of iMall, Inc. (OTC: IIML), which operates what it believes to be the largest
independent mall on the Internet, and Accumed, Inc. (Nasdaq: ACMIC), a
healthcare medical

                                       18

<PAGE>

device company.

HERSHEL KRASNOW

    Mr. Krasnow has been a director of Windsor Capital Corp. since its
incorporation in June 1988. He was a senior vice president of the investment
banking firm of Josephthal, Lyon & Ross from 1990 to February 1997. Since March
1997 he has been Senior Vice President of First Security Investments, Inc., a
registered broker/dealer. From August 1989 through March 1990, Mr. Krasnow was
an executive vice president of the investment banking firm of Castleton Rhodes,
Inc. From October 1988 until August 1989, he was an executive vice president of
Robyns Capital Corp., an investment banking firm. From May 1988 until October
1988, Mr. Krasnow was an executive vice president of

                                       19

<PAGE>

Hibbard Brown & Company, Inc., an investment banking firm. From January 1987
until May 1988, Mr. Krasnow was an executive vice president of Philips, Appel &
Walden, Inc., an investment banking firm. From 1978 until January 1987, Mr.
Krasnow was an executive vice president of Rooney Pace, Inc., an investment
banking firm.

ITEM 10.   EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                                ANNUAL COMPENSATION                        LONG TERM COMPENSATION
                                     ----------------------------------------        ----------------------------------
NAME AND                                                         OTHER ANNUAL
PRINCIPAL POSITION        YEAR       SALARY(S)       BONUS       COMPENSATION        SECURITIES UNDERLYING OPTIONS/SARS
------------------        ----       ---------       -----       ------------        ----------------------------------
<S>                       <C>        <C>              <C>         <C>                             <C>    
Gary N. Mansfield,        1998        $19,231         ---              ---                        200,000
Chief Executive Officer   1997            ---         ---              ---                            ---

Joel A. Wolk,             1998            ---         ---         $565,000(1)                     100,000
Chief Operating Officer   1997       $550,010         ---              ---                            ---

<FN>
----------
(1) Subchapter S shareholder distribution from Boynton.
</FN>
</TABLE>

     In January 1998, the Company entered into three-year employment agreements
with Messrs. Mansfield, Wolk and Duell. These agreements provide for annual
salaries of $120,000, $125,000 and $70,000, respectively. The agreements provide
for customary employee benefits and standard confidentiality and non-competition
covenants. Upon a termination "without cause," Messrs. Mansfield and Duell are
entitled to nine and two months' salary respectively. Upon a termination
"without cause," Mr. Wolk is entitled to payment of his salary through the end
of the three-year term, less the amount he earns or reasonably could earn from
other employment.

     The Company does not intend to pay any directors' fees through the end of
the fiscal year ended January 31, 1999.

                                       20

<PAGE>

     The following table provides information on stock option grants during
Fiscal 1998 to each of the named executive officers.

                     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>
GARY N. MANSFIELD  200,000             63%              $ .98             1/15/03

JOEL A. WOLK       100,000             32%              $1.63             1/30/03
</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

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

                                                        Exercisable       Unexercisable    Exercisable       Unexercisable
<S>                  <C>               <C>              <C>               <C>              <C>               <C>
Gary N. Mansfield    ---               ---              200,000           ---              $166,000          ---

Joel A. Wolk         ---               ---              100,000           ---              $ 18,000          ---
</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 30, 1998, 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                           798,000(2)            7.9%

Gary N. Mansfield                        902,000(3)            8.8%

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

Guy F. Wood                              770,000               7.7%

                                       21

<PAGE>

Karl E. Duell                                ---               ---

Eugene R. Terry                          125,000(5)            1.2%

Hershel Krasnow                          355,000(6)            3.6%

Michael Falk
830 Third Avenue
New York, NY 10017                       825,000(7)            8.2%

J.F. Shea Co.
655 Brea Canyon Road
Walnut, CA 71789                         750,000               7.5%

Bellingham Industries, Inc.
Farley Edge
Westerham
Kent TN16 1UB
England, UK                              500,000               5.0%

Directors and executive officers
  as a group                           4,996,553(8)           47.9%

----------
*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 97,000 shares issuable upon the exercise of currently
         exercisable warrants.

(3)      Includes 200,000 shares issuable upon the exercise of currently
         exercisable options.

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

(5)      Includes 25,000 shares issuable upon the exercise of currently
         exercisable warrants.

(6)      These shares are held by a company jointly controlled by Mr. Krasnow
         and another person. Mr. Krasnow owns less than one percent of the
         capital stock of that company.

(7)      Includes 75,000 shares issuable upon the exercise of currently
         exercisable warrants.

(8)      Includes 422,000 shares issuable upon the exercise of currently
         exercisable options and warrants.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    In September 1996, Mr. Blue loaned $70,000 to the Company. This loan was
repaid in December 1996 without interest. In September 1997, Mr. Blue loaned
$50,000 to the Company. This loan was repaid in November 1997 without interest.

                                       22

<PAGE>



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

(A)      Exhibits

EXHIBIT
  NO.                     DESCRIPTION
-------                   -----------
 3.1     Certificate of Incorporation, as amended.

 3.2     Bylaws.

10.1     Agreement and Plan of Merger among the Company, Woodfield Enterprises,
         Inc. and International Asset Management Group, Inc., dated December 18,
         1997 (incorporated by reference to Exhibit 2.1 of Form 8-K, File No.
         033-26828, 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 Form 8-K, File No. 033-26828, reporting an event
         dated January 30, 1998).

10.3     Employment Agreement between the Company and Gary N. Mansfield.*

10.4     Employment Agreement between the Company and Joel A. Wolk.*

10.5     Employment Agreement between the Company and Karl E. Duell.*

----------
* Denotes employment agreement or compensatory plan.

(B)      Reports on Form 8-K

         During the quarter ended January 31, 1998, a Form 8-K report was filed
         by the Company with the Securities and Exchange Commission on January
         14, 1998, and amended in a filing on January 23, 1998, on Form 8-K/A
         reporting (i) an event dated December 31, 1997 (the merger of Woodfield
         Enterprises, Inc., into the Company, (ii) another event dated December
         31, 1997 (the change of the Company's fiscal year from the calendar
         year to the year ended January 31) and (iii) an event dated January 13,
         1998, (the change in the Company's independent auditors).

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.

                                       23

<PAGE>

WINDSOR CAPITAL CORP.
FINANCIAL STATEMENTS
PERIODS ENDED JANUARY 31, 1998 AND 1997




TABLE OF CONTENTS



Report of Independent Accountants............................................F-2

Financial Statements:

Balance Sheets...............................................................F-3
Statements of Operations.....................................................F-4
Statements of Stockholders' Equity...........................................F-5
Statements of Cash Flows.....................................................F-6
Notes to Financial Statements................................................F-7



                                      F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



To the Stockholders and Directors of
Windsor Capital Corp.

We have audited the accompanying balance sheets of Windsor Capital Corp. as of
January 31, 1998 and 1997, and the related statements of operations,
stockholders' equity and cash flows for the periods 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 audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Capital Corp. as of
January 31, 1998 and 1997, and the results of its operations and its cash flows
for the periods then ended in conformity with generally accepted accounting
principles.


COOPERS & LYBRAND L.L.P.

Miami, Florida
April 10, 1998

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
WINDSOR CAPITAL CORP.
BALANCE SHEETS
JANUARY 31, 1998 AND 1997
                                  ASSETS                                           1998                1997
                                                                            ----------------     ---------------- 
<S>                                                                         <C>                  <C>
Current assets:
 Cash and cash equivalents                                                  $        720,079     $        156,453
 Receivables                                                                           3,272               14,401
 Merchandise inventories                                                           2,455,151            1,903,649
 Prepaid expenses and other current assets                                            40,205               30,455
                                                                            ----------------     ---------------- 
Total current assets                                                               3,218,707            2,104,958

Property and equipment, net                                                          779,342              543,042

Other assets:
 Deposits                                                                             13,380               14,505
 Other                                                                                16,468                3,373
                                                                            ----------------     ---------------- 

                                                                            $      4,027,897     $      2,665,878
                                                                            ================     ================ 


                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                                           $      1,009,336     $        651,582
 Borrowings under line of credit                                                           -              448,105
 Accrued salaries and employee benefits                                               21,444                6,442
 Other accrued expenses                                                              128,168               61,914
                                                                            ----------------     ---------------- 
Total current liabilities                                                          1,158,948            1,168,043

Notes payable to stockholder                                                               -              846,707

Commitments

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;
  9,561,213 and 5,970,213  shares issued and outstanding, respectively                 9,561                5,970
 Additional paid in capital                                                        3,658,109              786,030
 Stock subscription receivable                                                        (1,400)              (1,400)
 Accumulated deficit                                                                (797,321)            (139,472)
                                                                            ----------------     ---------------- 
Total stockholders' equity                                                         2,868,949              651,128
                                                                            ----------------     ---------------- 
Total liabilities and stockholders' equity                                  $      4,027,897     $      2,665,878
                                                                            ================     ================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      F-3


<PAGE>
<TABLE>
<CAPTION>
WINDSOR CAPITAL CORP.
STATEMENTS OF OPERATIONS
PERIODS ENDED JANUARY 31, 1998 AND 1997

                                                        1998                  1997
                                                  ----------------       --------------
<S>                                               <C>                    <C>
Revenues                                          $      6,645,134       $    5,969,670

Cost of revenues                                         3,863,623            3,776,132
                                                  ----------------       --------------
Gross profit                                             2,781,511            2,193,538

Operating expenses:
 Selling, general and administrative expenses            2,761,785            2,298,874
 Depreciation and amortization                             121,513               44,973
                                                  ----------------       --------------
Total operating expenses                                 2,883,298            2,343,847
                                                  ----------------       --------------
Operating loss                                            (101,787)            (150,309)
                                                  ----------------       --------------

Other income (expense):
 Lottery income                                             60,985               71,283
 Interest expense                                          (29,047)             (51,854)
                                                  ----------------       --------------
                                                            31,938               19,429
                                                  ----------------       --------------

Loss before provision for income taxes                     (69,849)            (130,880)

Provision for income taxes                                  23,000                5,000
                                                  ----------------       --------------

Net loss                                          $        (92,849)      $     (135,880)
                                                  ================       ==============

Loss per common share, basic and diluted          $           (.01)      $         (.05)
                                                  ================       ==============

Weighted average common shares outstanding               6,636,094            2,726,925
                                                  ================       ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      F-4



<PAGE>
<TABLE>
<CAPTION>
WINDSOR CAPITAL CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
PERIODS ENDED JANUARY 31, 1998 AND 1997
                                                                           ADDITIONAL
                                PREFERRED      COMMON    SUBSCRIPTION       PAID IN          ACCUMULATED
                                  STOCK        STOCK      RECEIVABLE        CAPITAL            DEFICIT             TOTAL    
                                ---------     -------     ----------       ----------        ---------           ----------
<S>                             <C>           <C>         <C>              <C>               <C>                 <C>
Balance at January 31, 1996     $       -     $ 1,770     $        -       $   (1,270)       $  (3,592)          $   (3,092)
 Issuance of common stock               -       4,200         (1,400)         787,300                -              790,100
 Net loss                               -           -              -                -         (135,880)            (135,880)
                                ---------     -------     ----------       ----------        ---------           ----------

Balance at January 31, 1997             -       5,970         (1,400)         786,030         (139,472)             651,128
 Issuance of common stock               -       3,591              -        2,872,079                -            2,875,670
 Distributions                          -           -              -                -         (565,000)            (565,000)
 Net loss                               -           -              -                -          (92,849)             (92,849)
                                ---------     -------     ----------       ----------        ---------           ----------

Balance at January 31, 1998     $       -     $ 9,561     $   (1,400)      $3,658,109        $(797,321)          $2,868,949
                                =========     =======     ==========       ==========        =========           ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      F-5




<PAGE>
<TABLE>
<CAPTION>
WINDSOR CAPITAL CORP.
STATEMENTS OF CASH FLOWS
PERIODS ENDED JANUARY 31, 1998 AND 1997
                                                                        1998             1997
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
OPERATING ACTIVITIES
Net loss                                                             $   (92,849)    $  (135,880)
Adjustments to reconcile net loss to net
 cash used in operating activities:
  Depreciation and amortization                                          121,513          44,973
  Non-cash professional fees                                              25,000               -
  Deferred income taxes                                                   23,000         (17,000)
  Gain on sale of property and equipment                                       -          (6,576)
  Changes in operating assets and liabilities:
   Accounts receivable                                                    11,129           2,256
   Merchandise inventories                                              (551,502)     (1,200,659)
   Prepaid expenses and other current assets                             (26,750)        (10,330)
   Deposits and other assets                                             (17,970)        (15,785)
   Accounts payable                                                      357,754         428,787
   Accrued salaries and employee benefits                                 15,002           6,442
   Other accrued expenses                                                 66,254          61,914
                                                                     -----------     -----------
Net cash used in operating activities                                    (69,419)       (841,858)
                                                                     -----------     -----------
INVESTING ACTIVITIES
Capital expenditures                                                    (357,813)       (590,709)
Disposals of property and equipment                                            -          47,468
                                                                     -----------     -----------
Net cash used in investing activities                                   (357,813)       (543,241)
                                                                     -----------     -----------
FINANCING ACTIVITIES
Proceeds from borrowings                                                 300,000       1,693,484
Repayment of amounts borrowed                                         (1,594,812)     (1,022,220)
Distributions                                                           (565,000)              -
Cash acquired in capital transaction, net                                486,517               -
Proceeds from sale of common stock, net                                2,364,153         790,100
                                                                     -----------     -----------
Net cash provided by financing activities                                990,858       1,461,364
                                                                     -----------     -----------
Net increase in cash and cash equivalents                                563,626          76,265
Cash and cash equivalents at beginning of period                         156,453          80,188
                                                                     -----------     -----------
Cash and cash equivalents at end of period                           $   720,079     $   156,453
                                                                     ===========     ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                                               $    29,047     $    51,854
                                                                     ===========     ===========
</TABLE>

                                     
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-6

<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997

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 (Mr. Hershel Krasnow) 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. Additional shares of
   the Company's common stock, up to a maximum of 176,340 may be issued to the
   selling shareholder based on a final valuation of certain assets and
   liabilities of Boynton as of January 30, 1998.


                                      F-7
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

   The acquired business involves the operation of a chain of six specialty
   retail outlets in South Florida under the name "Smoker's Gallery." These
   outlets specialize in the sale of cigars, pipes and related products and
   accessories. In connection with the merger, the selling shareholder and his
   wife entered into three-year employment agreements with the Company, pursuant
   to which they will serve, on a full time basis, as the Company's Chief
   Operating Officer - Tobacconist Division and Director of Operations -
   Tobacconist Division, respectively.

   The merger with Boynton was accounted for as a pooling of interests and
   therefore, all prior period financial statements presented have been restated
   as if the merger took place at the beginning of such periods.

   Boynton had a fiscal year ending April 30, and, accordingly, the Boynton
   statement of operations for the fiscal year ended April 30, 1997 has been
   combined with the Company's statement of operations for the period from
   inception to January 31, 1997. For 1998, Boynton's statement of operations
   for the nine month period ended January 31, 1998 has been combined with the
   Company's statement of operations for the fiscal year ended January 31, 1998.

   Separate results of operations for the periods prior to the merger with
   Boynton are as follows:
                                             PERIOD             PERIOD
                                              ENDED             ENDED
                                           JANUARY 31         JANUARY 31
                                              1998               1997
                                        --------------     -------------- 
   Revenues:
    The Company                         $     2,289,806    $      407,706
    Boynton                                   4,355,328         5,561,964
                                        --------------     -------------- 
   Combined                             $     6,645,134    $    5,969,670
                                        ==============     ============== 
   Net income (loss):
    The Company                         $     (656,836)    $     (132,563)
    Boynton                                    563,987             (3,317)
                                        --------------     -------------- 
   Combined                             $      (92,849)    $     (135,880)
                                        ==============     ============== 


                                      F-8
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   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.

   MANAGEMENT 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, with cost determined
   using the average cost method.

   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.

                                      F-9
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   ADVERTISING COSTS

   The Company expenses advertising costs as incurred. Advertising expense was
   approximately $68,700 and $52,000 for the periods ended January 31, 1998 and
   1997, respectively.

   ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

   During fiscal 1997, the Company adopted the provisions of SFAS No. 121,
   ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS. Impairment losses are
   recorded on long-lived assets when indicators of impairment are present and
   the undiscounted cash flows estimated to be generated by those assets are
   less than the assets' carrying amount.

   PER SHARE DATA

   During fiscal 1997, the Company adopted SFAS No. 128, "EARNINGS PER SHARE".
   SFAS No. 128 specifies new standards to improve earnings per share ("EPS")
   information provided in financial statements by simplifying the existing
   computational guidelines, revising the disclosure requirements, and
   increasing the comparability of EPS data on an international basis. EPS
   disclosures have been restated for all periods presented.

   NEW ACCOUNTING PRONOUNCEMENTS

   In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
   No. 130, "REPORTING COMPREHENSIVE INCOME". SFAS No. 130 establishes standards
   for reporting and display of comprehensive income. The purpose of reporting
   comprehensive income is to present a measure of all changes in equity that
   result from recognized transactions and other economic events of the period
   other than the transactions with owners in their capacity as owners. SFAS No.
   130 requires that an enterprise classify items of other comprehensive income
   by their nature in a financial statement and display the accumulated balance
   of other comprehensive income separately from retained earnings and
   additional paid-in capital in the equity section of the balance sheet. SFAS
   No. 130 is effective for fiscal years beginning after December 15, 1997, with
   earlier application permitted. Adoption of this pronouncement is not expected
   to have a material effect on the Company's financial position or results of
   operations.


                                      F-10
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

   In June 1997, the FASB also issued SFAS No. 131, "DISCLOSURES ABOUT SEGMENTS
   OF AN ENTERPRISE AND RELATED INFORMATION". SFAS No. 131 specifies revised
   guidelines for determining an entity's operating segments and the type and
   level of financial information to be disclosed. Once operating segments have
   been determined, SFAS No. 131 provides for a two-tier test for determining
   those operating segments that would need to be disclosed for external
   reporting purposes. In addition to providing the required disclosure for
   reportable segments, SFAS No. 131 also requires disclosure of certain "second
   level" information by geographic area and for production/services. SFAS No.
   131 also makes a number of changes to existing disclosure requirements.
   Management believes that the adoption of this pronouncement will not have a
   material effect on the Company's financial statement disclosures.

   FAIR VALUE OF FINANCIAL INSTRUMENTS

   The carrying values of the Company's cash, trade accounts payable, borrowing
   under line of credit and notes payable to stockholder approximate their fair
   value.


3. PROPERTY AND EQUIPMENT

   Property and equipment consists of the following:

                                                      JANUARY 31
                                        ------------------------------------
                                             1998                  1997
                                        ----------------     ---------------
   Leasehold improvements               $        309,909     $       274,599
   Equipment and other                           787,139             464,636
                                        ----------------     ---------------
                                               1,097,048             739,235

   Less accumulated depreciation
    and amortization                            (317,706)           (196,193)
                                        ----------------     ---------------
                                        $        779,342     $       543,042
                                        ================     ===============


                                      F-11
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. BORROWINGS UNDER LINE OF CREDIT

   Boynton has a commercial line of credit and term facility with a financial
   institution which matures on March 31, 1998. The facility provides for
   borrowings of up to $500,000 on the line of credit and up to $300,000 on the
   term loan. The amount outstanding on the line of credit at April 30, 1997 was
   $448,105. No amounts were outstanding at April 30, 1997 on the term loan. No
   amounts were outstanding on the term loan or line of credit on January 31,
   1998. Amounts borrowed on the line of credit bear interest at an annual rate
   of interest based on the sum of 2.9% and the 30 day commercial paper rate as
   published by the Wall Street Journal (8.5% at April 30, 1997). The line of
   credit is collateralized by substantially all assets of Boynton.



5. NOTES PAYABLE TO STOCKHOLDER

   Boynton's notes payable to stockholder at April 30, 1997 are
   uncollateralized, bear interest at 7% and are due on demand. On January 30,
   1998, in connection with the Boynton merger, the outstanding balance of notes
   payable to stockholder of $968,821 was repaid in full.


6. INCOME TAXES

   The Company recorded an income tax provision in the amount of $23,000 and
   $5,000 for the years ended January 31, 1998 and 1997, respectively. The 1998
   provision for income tax relates to the elimination of Boynton's deferred tax
   asset upon its election to be treated as an "S" corporation effective May 1,
   1997. The 1997 provision for income tax related to the earnings of Boynton.

   In connection with the Company's merger with Boynton on January 30, 1998,
   Boynton's "S" corporation status terminated. As a result of Boynton's
   conversion from a non-taxable entity to a taxable entity, a deferred tax
   asset of approximately $30,000 was realized, however, a full valuation
   allowance was established against such deferred tax asset.

   Based on the weight of available evidence, the Company has established a full
   valuation allowance to offset net deferred tax assets of approximately
   $323,500 and $49,000 at January 31, 1998 and 1997, respectively. These net
   deferred tax assets relate, principally, to the tax effect of net operating
   loss carryforwards. Realization of deferred tax assets 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 $791,000
   and $133,000 as of January 31, 1998 and 1997, begin to expire in 2011.


                                      F-12
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS

   The Company leases retail facilities in regional malls under noncancelable
   operating leases with remaining terms in excess of one year. All of the
   leases expire within the next ten 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,
   1998 are:

   1999              $      495,000
   2000                     502,000
   2001                     343,000
   2002                     210,000
   2003                     193,000
                     --------------
                     $    1,743,000
                     ==============

   Included in the statements of operations for the periods ended January 31,
   1998 and 1997 was approximately $620,800 and $192,300, respectively, for
   minimum lease payments. Additional leases expenses included in the statements
   of operations for the periods ended January 31, 1998 and 1997 was
   approximately $238,000 and $377,400, respectively. The minimum and additional
   lease expense relate to the above described operating leases and are recorded
   as selling, general and administrative expenses.


8. 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 are exercisable
   through May 15, 1998.



                                      F-13
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)

   During the period ended January 31, 1998, the Company granted options as
   incentives to certain employees. The following table summarizes information
   relative to such options:
                                                                    WEIGHTED
                                                                    AVERAGE
                                                                    EXERCISE
                                                       SHARES         PRICE
                                                       -------      ---------
   Outstanding at January 31, 1997                           -      $       -
   Granted                                             315,000           1.16
                                                       -------      ---------
   Outstanding at January 31, 1998                     315,000      $    1.16
                                                       =======      =========
   Exercisable at January 31, 1998                     300,000      $    1.17
                                                       =======      =========
   Weighted-average fair value of options granted
    during the period ended January 31, 1998                        $    1.16
                                                                    =========


   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 employee 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 employee stock options
   under the fair value method required by SFAS No. 123. The fair value for
   these options was estimated at the date of grant using the Black-Scholes
   option pricing model with the following weighted average assumptions:
   risk-free interest rate of 5.39%; expected volatility of 0%; and expected
   life of 4.97 years.

   The Black-Scholes option valuation model was developed for use in estimating
   the fair value of traded options. Because the Company's employee 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
   employee stock options.


                                      F-14
<PAGE>
WINDSOR CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)

   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:
                                                       1998
                                                    ---------
   Pro forma net loss                               $(177,016)
                                                    =========
   Pro forma loss per share - basic and diluted     $    (.03)
                                                    =========

   The weighted-average remaining contractual life of options is 4.97 years.


9. SUBSEQUENT EVENT

   On April 7, 1998, the Company entered into an agreement with a placement
   agent under which the placement agent will, subject to satisfactory
   completion of its due diligence review, act on a best efforts basis as the
   Company's exclusive placement agent regarding the Company's intention of
   raising a minimum of $2,500,000 and up to a maximum of $5,000,000 through the
   issuance of the Company's common stock under Regulation D of the Securities
   Act of 1933. At its option, the placement agent may raise an additional
   $2,000,000.


                                      F-15
<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, 1998

                                     WINDSOR CAPITAL CORP.

                                     By: /s/ GARY N. MANSFIELD
                                         ---------------------------
                                     Gary N. Mansfield
                                     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 dates indicated.

SIGNATURES                                  TITLE                 DATE
----------                                  -----                 ----
/s/ GARY N. MANSFIELD          Chief Executive Officer            April 30, 1998
--------------------------     (principal executive officer)
Gary N. Mansfield              and Director

/s/ KARL E. DUELL              Vice President and Chief           April 30, 1998
--------------------------     Financial Officer (principal
Karl E. Duell                  financial and accounting
                               officer)

/s/ HAROLD S. BLUE             Director                           April 30, 1998
--------------------------
Harold S. Blue

/s/ EUGENE R. TERRY            Director                           April 30, 1998
--------------------------
Eugene R. Terry

                               Director                           April 30, 1998
--------------------------
Hershel Krasnow

                                       24


<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
  NO.                     DESCRIPTION
-------                   -----------
 3.1     Certificate of Incorporation, as amended.

 3.2     Bylaws.

10.3     Employment Agreement between the Company and Gary N. Mansfield.*

10.4     Employment Agreement between the Company and Joel A. Wolk.*

10.5     Employment Agreement between the Company and Karl E. Duell.*

----------
* Denotes employment agreement or compensatory plan.

                                       25