FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended June 30, 1995

                                       OR

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

For the transition period from ______________to________________

Commission File No. 0-23712

                              Wincanton Corporation
         ---------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

                  Washington                                   91-1395124
         -----------------------                     --------------------------
         State or other jurisdiction                     (I.R.S. Employer
         of incorporation or organization               Identification No.)

               3653 Hemlock Court, Reno, Nevada                  89505
         ------------------------------------------------------------
                  (Address of Principal executive offices)    (Zip Code)

                              (702) 829-8812
         ------------------------------------------------------------
              (Registrant's telephone number, including area code)

             SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934:

                                                   Name of each Exchange on
         Title of Each Class                          which Registered

                  Common                                      None

         SECURITIES  REGISTERED  PURSUANT  TO SECTION  12 (g) OF THE  SECURITIES
EXCHANGE ACT OF 1934:

                                      NONE

                  Indicate by check mark  whether the  Registrant  (1) has filed
all reports required to be filed by Section 13 of 15(d) of the Securities Act of
1934  during  the  preceding  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. Yes X or No .

                  Indicate  by check mark if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein,  and will not be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  of
information statements incorporated by reference in Part II of this Form 10-K or
any amendment to this Form 10-K. [x]

                  The  aggregate  market  value  of the  voting  stock  held  by
non-affiliates of the Registrant at June 30, 1995 was approximately $37,000,000.

                  The number of shares of Registrant's  common Stock outstanding
on June 30, 1995 was 9,287,752.





<PAGE>


ITEM 1 - BUSINESS

Wincanton Corporation ("Registrant" or "Company") was organized in October, 1987
as a Washington  corporation.  The Company was inactive until June, 1993 when it
began to evaluate the acquisition of business  opportunities.  During its fiscal
year  ending  June 30,  1995,  the Company  continued  to develop  its  business
interests and is now engaged in the following business segments:

1.   production of specialty vehicles;

2.   exploration and development of natural resource properties;

3.   establishment of rehabilitation facilities;

4.   tree farming; and

5.   Australian commercial real estate options.

SPECIALTY VEHICLES

On  April  19,  1994,  the  Registrant  entered  into an  agreement  with  McGee
Settlement Trust for the assignment to it of design and patent rights to certain
truck/trailer devices for the raising and lowering of a truck/trailer cargo bed.

During the year ended June 30, 1995, the Registrant assigned the agreement noted
above  to  its  newly   formed   subsidiary   company,   Tradesman   Industries,
Inc.("Tradesman"),  a Delaware corporation.  Under the April 19, 1994 agreement,
$422,833 were  transferred to McGee  Settlement  Trust and the concept  vehicles
were delivered to Tradesman.  Tradesman has been actively evaluating the Concept
Vehicles.  In April 1995,  Tradesman's  management decided to redesign the cargo
bed and rear end  suspension  system  since it was  determined  that the Concept
Vehicles delivered under the McGee Settlement Trust Agreement were not suited to
the U.S. market.  Tradesman  anticipates that its minivan  production  prototype
vehicle will be completed by the first quarter of 1996.

Basic minivans will be purchased from major automotive  corporations in quantity
and delivered to one or more large specialty automotive  manufacturing companies
where they will be modified with the Tradesman easy-loading technology. Finished
units will be  transported  to retail  automobile and truck dealers for customer
sales.

Production  and assembly of the  Tradesman  vehicles will be outsourced to third
parties.   Tradesman  has  commenced   discussions  with  potential   production
candidates.  Components  and  parts  will be  serviced  in  accordance  with the
manufacturer's standards for after-market service.

Tradesman plans to market its vehicles through (1) established retail automobile
and truck dealerships (generally Chrysler) and (2) national accounts.

The Registrant  engaged the services of Work Recovery,  Inc.  through a one year
consulting  agreement  dated July 31,  1994.  The  services  provided  relate to
marketing  activities including holding focus groups with potential users of the
Tradesman products; utilizing WRI's existing network of sales representatives to
conduct local market research;  and to provide graphic,  video and printed media
consultation on the development of marketing materials.  In addition WRI advised
Tradesman on the development of additional products; is to provide introductions
to existing and future WRI license  holders and to assist in the  development of
international distribution licenses for its products.

Tradesman  sold its first Master  Distribution  License to Work  Recovery,  Inc.
("WRI") in December 1994. The License is for the designated  territory described
as the United States, to sell all Tradesman products. The term of the License is
fifteen years with two  extensions  for five years each.  Consideration  for the
License  was  $6,000,000.  The  agreement  is  subject  to  certain  performance
criterion by both parties,  and for an initial purchase  commitment deposit from
WRI of $1,500,000.  By a second agreement,  WRI subscribed for a 10% interest in
Tradesman for  consideration of $2,500,000.  Tradesman has been paid in full for
the License,  the purchase  commitment and the 10% equity  interest  through the
issue by WRI of 4,651,163 of it's common shares.

Subsequent to June 30, 1995 WRI was placed into receivership and may claim

The specialty vehicle industry is highly competitive and fragmented. There is no
single company that provides  competition  in all product lines.  The Company is
unaware of any  lightweight  truck on the market that can lower its entire cargo
bed to the ground in a substantially horizontal position.

NATURAL RESOURCE PROPERTIES

In July, 1993, the Registrant,  through its wholly owned subsidiary,  Queensland
Industries,  Inc.  ("Queensland")  entered into a Joint Venture  Agreement  with
North  Queensland  Mining Pty Ltd.  ("NQM")  pursuant to which the parties would
develop  three  mining  tenements  in  North  Queensland,  Australia.  NQM  is a
corporation  owned by the father and brother of the  Registrant's  President.  A
description of the interests is described  below. The mining tenements leased by
the  Registrant  are for  perpetual  terms and  provide  for  payment  of annual
maintenance fees of $3,000.

Flatrock Sandstone Deposit

The Company's  sandstone  project consists of an  approximately  one-half square
mile property held under a mining lease.

Geology and Mineralization

The  Flatrock  Sandstone  Deposit is located  125 miles  south-east  of Charters
Towers  which  is  connected  by  highway  and  rail to the  city of  Townsville
(population  150,000) in North  Queensland.  The thickness of the sandstone beds
range from 20 to 30 centimeters.  Initial quarrying  activities will exploit the
deposit  to a depth  of  between  1 and 1.5  meters.  Recoverable  reserves  are
estimated at approximately 4 million square meters.

Production

Limited quarrying has begun in the sandstone deposit. Excavation up to depths of
six feet have been made, as well as grading,  mapping and test quarrying. At the
present  time,  1,500 square  meters of sandstone  has been  extracted  from the
sandstone  deposit.  The Company was paid $12 per square meter for the sandstone
and is soliciting additional parties to extract sandstone.

Approximately  300 square  meters of  sandstone  has been used for  testing  and
suitability  analysis.  Results  show  excellent  weathering,  wear and chemical
resistance.  The 1,500 square meters of sandstone  previously extracted has been
placed in various locations where it is being studied for resistance to cracking
and  natural  deterioration.  These  tests are  ongoing  and results are not yet
available.

Due to the location of the deposit near the surface,  recovery  will not involve
the use of heavy quarrying  equipment.  Further the Registrant plans to sell the
product in its raw state. The Registrant proposes to contract with third parties
for recovery and transport operations. Accordingly, the Registrant will not make
provision  for  capital  expenditures  to quarry  the  deposit.  An  independent
consultant  has placed a net present value (gross value  discounted at 12.5% per
year over the estimated 20 year life,  minus start up and  extraction  costs) at
$7.4 million.

Market

The use of sandstone  building  material has experienced a resurgence  since the
early  1980's.  Usage in  Australia  is small by  world  standard.  Total  world
production  of  dimensional  stone is  US$16 - 18  billion  annually.  Australia
produces  1.5% of  world  production.  The  value  of  stone  currently  used in
Australia is  A$200,000,000  per annum of which  approximately  42% is imported.
Inquiries have been received from a local landscaping agent and contractors with
a view to  stocking  a certain  grade of  material  for  resale  and to mine the
sandstone for use in future construction.

Uses  of  sandstone  include  exterior  application  for  high  quality  surface
finishing, bricks and tiles, internal walls, floors, counter tops and furniture.

Tin and Base Metals

The Company's tin and base metals project area has been progressively reduced to
7 square miles,  as required by the Department of Minerals and Energy.  The area
retained  covers the target area for silver,  lead,  zinc,  copper and tin.  The
project is located 100 kilometers north west of Townsville,  North Queensland in
the  southern  part of what is called the Kangaroo  Hills  Mineral  Field.  This
project is held under a mining lease and exploration permit.

Geology and Mineralization

An independent consultant has prepared a report including estimated reserves for
the project dated March 18, 1993 and the following has been  extracted  from the
report. Four mining areas comprise the project.

     1. Macauley Creek - Surface  exploration  has produced  assays of 8 oz. per
tone silver, 5% lead, .5% zinc and 2.7% copper. Four mines constitute this area.
Production up to 1906 totalled 1075 tons. Evidence indicated production occurred
after 1906 but no definite records are available. During the year ended June 30,
1995, the Company conducted  preliminary  exploration  drilling to 100 meters in
depth at locations dictated by the historic workings and of possible  extensions
of mineralization. A number of offset mineralizations have been intersected with
the drilling program.  The results of this drilling program are now under review
and interpretation and a report is expected in early 1996.

     2. Mount  Kidson,  Dawn of Hope - The Mt.  Kidson mine produced 591 tons of
tin ore between 1906 and 1913.  The Dawn of Hope mine last produced tin in 1917.
The hard rock area of the Mount Kidson has had preliminary  exploration drilling
to 100 meters depth in proximity to the historic  workings.  The results of this
exploration will be available in early 1996.

     3.  The Ditch - No production statistics are available for this mining 
area.

     4.  Spiniflex Creek - No production statistics are available for this 
mining area.

Production

While these  properties have been mined in the past and there is evidence of the
mineral described in the evaluation report,  ongoing  exploration is required to
determine the proven reserves.

Exploration  of the Tin and Base Metal  mines will  require  an  expenditure  of
$500,000 through 1995 and if results warrant additional exploration,  $1,000,000
through 1996.  The Company has expended  approximately  $240,000 to date in this
evaluation.  A new mine plan  would only be  formulated  if data  received  from
ongoing  exploration  merits same. The Registrant does not have the resources to
recommission  the  mine.  If  the  Registrant  can  prove  by  survey  that  the
development  of its mining  interest is  commercially  feasible,  the Registrant
intends to joint venture the  development  with a company with larger  financial
resources  providing the monies for development.  It is not anticipated that the
Registrant will be called upon to provide financing to recommission the mine.

Grey Granite Deposit

This deposit is located 50 miles  northwest  of  Townsville,  North  Queensland,
Australia and is held under a lease tenement and covers 74 acres. The deposit is
located  less than a half mile from a paved road and 50 miles  from the  cutting
and polishing plant operated by Australian  Granite  Corporation,  with whom the
Company continues to negotiate a supply agreement.

Geology and Mineralization

An independent  consultant prepared a review of the commercial potential for the
exploitation  of the Grey  Granite  Deposit  dated  September  29,  1993 and the
following has been extracted from that report:

Production

The deposit is  estimated  to contain 2 million  cubic  meters of product and is
approximately  400  meters  by 800  meters  in  size.  On  site  operations  and
transportation  are  intended to be  performed  by third party  contractors.  No
granite has been extracted  from the Company's  Grey Granite  Deposit and as the
granite is located  relatively  close to the  surface,  large  expenditures  for
capital  equipment  will not be necessary.  The Company has received  quotations
from Interlink Services and Davis Brothers for  transportation and storing.  The
Company has not entered into any  transportation  and storage contracts to date.
Park Lane has placed a net present proved value of $7.8 million on this deposit.

Test mining of this area commenced in January 1995.  Approximately  57 tones was
extracted and samples  transported to the Australian  Granite  processing  plant
located in Townsville. The sample material was slabbed, sliced and polished, and
is now being tested for weathering, staining and scratch resistance.

Market

As with  sandstone,  the use of granite as a building  material in Australia has
undergone a revival since the early 1980's. Usage in Australia is small by world
standards.  Total world  production of  dimensional  stone is US$16 - 18 billion
annually.  Australia  produces  1.5% of  world  production.  The  value of stone
currently used in Australia is  A$200,000,000  per annum of which  approximately
42% is imported.

The  characteristics  of the  deposit  permit  the  granite to be sawn into thin
sheets giving the impression of solid blocks for a classically  styled  exterior
facade. Uses also include internal walls, floors, counter tops and furniture.

Australian  Granite is currently  upgrading their  facilities to cut tiles.  The
Company's grey granite is particularly well suited for this purpose.

There are no other  known  local  suppliers  of grey  granite to the  Australian
Granite plant.

Other features of the Business

To minimize  capital  expenditures and personnel  requirements,  on-site mining,
extraction and transportation of product is intended to be under fixed contracts
with third parties.

Competitive Conditions

The Registrant has many competitors in the mining and/or quarrying of sandstone,
tin and base metals and granite  respectively,  none of which are  dominant.  In
each of its markets,  the Company encounters larger, more experienced  companies
with greater resources.  The sandstone and granite deposits are located close to
ground surface. The Company's mineral activities involve the mining of commodity
type products which is not easily  differentiated  from that of its competitors.
The  Company  believes  that the  quality of its product is at least equal to or
better than its competitors.

Environmental Regulation

Environmental  laws and regulations of the jurisdictions in which the Registrant
carries on business have some impact on the  exploration  for and development of
the Registrant's mineral reserves. To date, the Registrant has not been required
to spend any substantial sums to comply with environmental laws and regulations.
However,   the  Registrant  may  be  required  in  the  future  to  comply  with
environmental  laws  and  regulations.   The  additional  changes  in  operating
procedures and expenditures required to comply with future laws dealing with the
protection of the environment cannot be predicted.

REHABILITATION FACILITIES

On April  15,  1994,  Queensland  entered  into a  license  agreement  with Work
Recovery,  Inc.  ("WRI").  Pursuant to the  agreement,  Queensland was granted a
master license in Canada for ERGOS.  ERGOS is a trademark  name for  proprietary
equipment  that serves as a work simulator for  functional  capacity  testing in
situations of work loss due to injury.

ERGOS  is  a  computer  based  work  simulator   initially  designed  to  assist
rehabilitation  facilities,  physician groups,  hospitals and medical clinics in
performing  physical  function  evaluations  in  measuring  the progress of work
therapy programs.  The simulator  provides both functional  capacity testing and
work conditioning.

Under its license  agreement,  Queensland  has the right to open  rehabilitation
clinics  using the ERGOS  equipment  in Canada.  These  clinics are  intendes to
provide physical and vocational  aptitude assessment services and rehabilitation
therapy to physician groups,  employers,  hospitals and medical clinics and also
offer  physical  assessments  for the  purpose of  complying  with the  American
Disabilities Act.

The license is for an initial term of 5 years with renewal based upon  primarily
opening of 15 centers  during the term of the license agreement.

The terms of the  license  agreement  provides  for  payment  of  $2,500,000  as
follows:  $1,000,000 upon signing of the agreement (WRI agreed to accept 200,000
shares of the  Registrant's  common stock in lieu of  $1,000,000)  and is in the
process of renegotiating the balance of payments due.

Subsequent  to June 30,  1995 WRI has been  placed  in to  receivership  and the
Company does not expect to pay the balance of the License fee noted above.

TREE FARMING

On April 15, 1994,  Wincanton  (Aust) Pty.  Ltd.  ("Australia"),  a wholly owned
subsidiary  of  the   Registrant,   entered  into  an  agreement  with  Forestry
International Pty. Ltd. ("Forestry") to acquire a tree plantation in the country
of Australia.  The purchase price was $740,200 with $222,060  payable on signing
of  the  agreement.  During  the  year  ended  June  30,  1995,  the  Registrant
renegotiated  the terms of the  remaining  amount  payable.  Under  the  revised
agreement,  amended on May 18, 1995, the balance due was increased from $700,000
AUD to $900,000 AUD. The revised  balance due is to be repaid at $62,500 AUD per
month for 12 months  with the  balance  of  $150,000  AUD due in the  thirteenth
month. No interest is payable under the agreement unless in default.

The President of the Registrant owns 19.48%  interest in Forestry  International
Inc.,  parent company to Forestry International Pty. Ltd.

Also on April 15, 1994, Australia entered into an agreement with Saddle Mountain
Timber Corporation  whereby it sold the tree inventory for $1,480,400,  $222,060
payable on signing of the  agreement.  Under the  agreement,  the  Registrant is
responsible to grow the tree inventory until harvestable or 20 years. During the
year ended June 30, 1995,  Australia negotiated the settlement of the balance of
funds  due under the  agreement  by  accepting  2,428,571  common  shares of the
purchaser.

The  Registrant's  tree farm is  located in the  County of Rous,  Australia  and
encompasses  approximately  245  acres.  The  farm  seeks to grow  fast  growing
hardwood  trees  propagated  by  tissue  culture   resulting  in  disease  free,
consistently growing trees.

The risk of forest  fire exists with any  timberland.  The Company  will rely on
fire prevention programs for fire fighting services. Fire insurance for standing
timber is  rarely  purchased  in  Australia  for it and  would be  prohibitively
expensive.  Consistent with historical  practice,  the Company does not purchase
such insurance coverage.

The  Company  has engaged the  services  of an expert  botanist  with  extensive
experience working in the hardwood industry and with particular knowledge of the
Paulownia trees being grow by the Company.

In the  operation  and  management  of its tree farm,  the Company is subject to
various  laws  regulating  land use.  Management  believes it is in  substantial
compliance  with  such  laws  and  regulations.   Management   anticipates  that
increasingly  strict laws and regulations  relating to the environment,  natural
resources,  forestry  operations,  and  health and  safety  matters,  as well as
increased  social concern over  environmental  issues,  may result in additional
restrictions  on the  operations  of the tree farm.  This will in turn result in
increased  costs,   additional   capital   expenditures  and  reduced  operating
flexibility.  Although the Company does not consider  laws and  regulation to be
materially  burdensome,  there  can be no  assurance  that  future  legislative,
governmental  or judicial  decisions  will not  adversely  affect the  Company's
operations.

The Registrant has retained the services of Work  Recovery,  Inc.  through a one
year  consulting  agreement  dated July 1,  1994,  whereby  WRI will  assist the
Company through the introduction of influential  people in each of the countries
where WRI  currently  holds  master  license  programs for  distribution  of its
products and  services.  WRI will also  provide  introductions  to  governmental
agencies  within these  countries and will direct the  Registrant to individuals
who have as their  primary  responsibility  decisions  related to  environmental
reforestation  and reclamation of land during mining  operations.  Subsequent to
June 30, 1995 WRI has been placed in receivership  and will be unable to fulfill
its commitment to the Registrant under the Consulting Agreement.

COMMERCIAL REAL ESTATE OPTION, AUSTRALIA

On March 2, 1995, the Company,  through its wholly owned subsidiaries  Wincanton
Properties Pty. Ltd. and Wincanton Holdings Pty. Ltd. entered into five separate
option  agreements.  The option  agreements give the holder the right to 
purchase five  commercial  real estate  properties in Australia.  The option is 
exercisable  for a period of one year and  expires  on March 2,  1996.  
Consideration  for the  option  was the  payment  of cash in the  amount  of
$143,645,  the issuance of 784,572  common shares at a deemed value of 
$4,118,751  and the issuance of five classes of preferred shares, which have 
been assigned a nominal value of $5 in total.

Under the option  agreements,  the property owners were issued series A, B, C, D
and E preferred  shares which shares are held by an escrow agent.  The preferred
shares are  convertible  into common shares,  on a share for share basis, at the
discretion of the property owners. If converted the property owners may instruct
the escrow  agent to sell the common  shares for cash.  When the cash  raised by
selling the common shares is sufficient to pay the option purchase price and the
Company  exercises the option to purchase,  the cash shall be transferred to the
owners and the title to the property shall be transferred to the Company. In the
event that the cash raised is  sufficient to pay the option  purchase  price and
the Company does not exercise  the option,  the property  holders have the right
under a put arrangement to cause the optioned properties to be sold.

Subsequent  to June  30,  1995,  the  property  purchase  options  have  expired
unexercised.

Patents, Trademarks, Licenses, Franchises and Commission

The  Company's  legal counsel has  conducted a  patentability  search of the new
Tradesman rear end suspension technology. Based on that search, counsel believes
that claims  affording  patent  protection of meaningful scope for the Tradesman
invention can be obtained by the Company.

Seasonal Business

The  Registrant's  businesses  are generally not  seasonal.  However,  while the
Registrant's tree farm is a year round activity,  harvesting schedules are based
on  species,   soil   classification,   timber   inventory  and  size,  age  and
classification of timber.

Practices Relating to Working Capital Items

The Registrant  manufactures  little of its products for its own inventory.  The
Registrant  purchases  materials  from third  parties and  assembles  goods upon
receipt of orders.

Customers

During the 1995 fiscal year, the Registrant recorded no sales.

Backlog Order

The Registrant has no backlog orders.

Governmental Contracts

The Company has no government contracts.

Research and Development Activities

During  the  year  ended  June  30,  1995,  the  Company  incurred  expenses  of
approximately   $3,900,000   for   Company   sponsored   research,    automotive
design/engineering,  development  of 10 prototype  vehicles and market  research
activities. In addition the Company retained the services of Work Recovery, Inc.
under a one year  Consulting  Agreement  dated July 1, 1994, to assist in, inter
alia, product development and market research.

Employees

At June 30, 1995, the company had three full time employees.

ITEM 2. - DESCRIPTION OF PROPERTY

Since June 1993, the Company has  maintained its executive  office in the office
of one of its directors pursuant to an oral month-to-month lease calling for the
payment of no rent.

Tradesman  leases  21,000  square  feet for their  headquarters  building  in an
automotive park in Carlsbad, California. The lease is for a period of five years
and expires on December 31, 1999 at a rent of $25,110 per month.

As part of its design and  engineering  program to develop vehicle cargo lifting
technology,  Tradesman  leases 3,306 square feet in an industrial  park in Santa
Ana,  California.  The lease is for one year and  expires on April 30, 1996 at a
rent of $1,620 per month. Subsequent to June 30, 1995 the Company has negotiated
a termination of the leases herein described.

ITEM 3. - LEGAL PROCEEDINGS

On or about April 10, 1995,  Tradesman  Industries,  Inc. was sued in the United
States  District Court for the District of Delaware by Fairgill  Investments Pty
Limited and Roll-on  Vehicles  Management  Pty  Limited.  The  Complaint in this
Action included a First Count for the alleged misappropriation of trade secrets,
a Second Count for alleged patent infringement,  a Third Count for alleged false
patent marking,  and a Fourth Count for an alleged violation of Section 43(a) of
the Trademark Act. The Action seeks damages and attorneys'  fees and a permanent
injunction   against  the  alleged  acts  of  patent   infringement  and  unfair
competition. Tradesman has answered denying misappropriation of trade secrets as
to the First Count,  denying that there is any basis whatsoever for the multiple
charges of patent  infringement  under the Second  Count and  denying  liability
under the Third and Fourth Counts of  complaint.  Counsel is of the opinion that
Tradesman has meritorious defenses as to each of the Counts of the Complaint and
that  Tradesman  does not  have a  significant  liability  with  respect  to the
multiple Counts of the Complaint.

On September 21, 1995, the Second Count for patent  infringement  was dismissed,
with prejudice, by stipulation between the parties and order of Delaware Federal
Court. The other counts were subsequently dismissed.

In December 1995,  Robert Page and McGee  Settlement  Trust brought suit against
the  Registrant  its  subsidiary   Tradesman   Industries  Inc.,  the  company's
directors,  employees,  certain  consultants  and  other  unrelated  individuals
alleging in sum,  various acts of fraud,  securities  violations and breaches of
fiduciary  duty. The  defendant's  moved to stay the  proceedings  and to compel
arbitration,  which motion was granted.  The  arbitration  date has not yet been
set. The plaintiffs  have claimed  damages in the amount of  $30,000,000  and to
seek the  appointment  of a receiver for  Wincanton and  Tradesman.  The Company
contends  that Page and McGee  Settlement  Trust  breached  their  agreement  to
provide technology and that no loss should be incurred.

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

There are no such matters requiring disclosure.

                                     PART II

ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS



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(a)      The  shares  of the  Company's  common  stock  are  listed in the "Pink
         Sheets" and on the NASDAQ Bulletin Board under the symbol WNCC.


     The high and low bid price for the  shares of the  Company's  common  stock
     since trading commenced on August 23, 1993 is as follows:

     PERIOD                                          HIGH BID          LOW BID

     Quarter ended June 30, 1995                     11.75              9.75
     Quarter ended March 31, 1995                    10.25              8.00
     Quarter ended December 31, 1994        8.25               6.00
     Quarter ended September 30, 1994                 --                 --
     Quarter ended June 30, 1994                      --                 --
     Quarter ended March 31, 1994                     --                 --
     Quarter ended December 31, 1993        5.00               3.00
     August 23 - September 30, 1994         5.00               1.50

     The  aforementioned  prices  reflect  inter-dealer  prices,  without retail
     mark-up,  mark-down or commission and may not necessarily  represent actual
     transactions.

(b)  As at September 30, 1995 there were approximately 780 holders of record of 
the Company's common stock.

(c) The  Company has never paid any  dividends  and does not  anticipate  paying
dividends for the foreseeable future.

ITEM 6.- SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

The selected  financial  data  presented  below was derived  from the  financial
statements  of the  Company  which  have been  audited  by  Davidson  & Company,
independent chartered accountants,  as to June 30, 1995 and by KPMG Peat Marwick
Thorne as to June 30, 1994 and December  31,  1993.  The years 1989 through 1992
were audited by another firm of independent auditors. The data should be read in
conjunction with the Company's  financial  statements and the accompanying notes
and  "Management  Discussion and Analysis of Financial  Condition and Results of
Operations".


<PAGE>

<S>                      <C>    <C>       <C>    <C>       <C>         <C>                     <C>                 <C>

                                     As at and for the
                                     Years ended December 31,
                                                                       As at and for    As at and for             Inception
              
                                                                    the period ending   the year ended on          10/05/87 to

                        1989     1990    1991     1992     1993     June 30, 1994       June 30, 1995              06/30/95



Net Sales                Nil     Nil      Nil      Nil      Nil         Nil              Nil                       Nil


Income (loss) 
from continuing         ($8,596)($1,411) ($12,875)($2,408) ($234,846)  ($424,715)    ($14,919,740)             ($15,,611,394)
operations                              
Income (loss) from
continuing               ($0.01)  Nil      ($0.01)  Nil       ($0.06)     ($0.06)          ($1.59)                N/A
operations per share      

Total Assets             $3,701  $2,290      $164     $277  $386,977  $2,506,062       $9,738,947                 N/A


Long term obligations       Nil     Nil      Nil      Nil       Nil     $181,300         Nil                      N/A

Dividends declared          Nil     Nil      Nil      Nil      Nil          Nil          Nil                      Nil


</TABLE>



<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS


The above selected financial information and the following discussions should be
read in conjunction with the Registrant's  consolidated financial statements for
the year  ended  June 30,  1995,  six months  ended  June 30,  1994,  year ended
December  31,  1993 and 1992 and from  inception  on October 5, 1987 to June 30,
1995 included elsewhere in this form.

Since its  incorporation on October 5, 1987, the Registrant has investigated and
evaluated various assets, properties and business opportunities for acquisition.
Prior to 1993, the Registrant had been unsuccessful in this regard. During 1993,
the Registrant  entered into a joint venture agreement with a related company to
acquire an 85% interest in certain resource properties under development located
near Charters Tower, North Queensland,  Australia in exchange for 800,000 common
shares of the Registrant and cash of approximately $240,000. Exploration of this
property continued during 1995.

On March  30,  1994,  the  Corporation  and  Queensland  entered  into a license
agreement  with Granite  Marketing  Corp.  Under the  agreement,  Queensland was
granted a license of certain patents to manufacture,  promote,  market, sell and
distribute industrial electrical products. The license was terminated in 1995.

On April  15,  1994,  Queensland  entered  into a  license  agreement  with Work
Recovery, Inc. Under the agreement,  Queensland was granted a master license for
Canada,  for the  use of  ERGOS.  ERGOS  is a  trademark  name  for  proprietary
equipment  that serves as a work simulator for  functional  capacity  testing in
situations of human work loss due to injury.  No sales have been made during the
year ended June 30, 1995.

On April  15,  1994,  Australia  entered  into an  agreement  to  acquire a tree
plantation located in the country of Australia. The $1,000,000 AUD ($740,000 US)
purchase price was allocated to land as to $331,000 and plantation  assets as to
$409,000.  A  portion  of the  plantation  assets  were  subsequently  sold  for
$2,000,000  AUD to a third party.  Revenue from the sale has been deferred until
the purchaser harvests the trees.

On April 19, 1994,  the  Corporation  entered  into an agreement  with the McGee
Settlement  Trust  for the  design  and  patent  rights to  certain  trolley/tow
devices.  The Corporation has cash advances made to June 30, 1995 of $423,000 to
the development of these concept vehicles (see Item 1, Specialty Vehicles).

On March 2, 1995, the Company,  through its wholly owned subsidiaries  Wincanton
Properties Pty. Ltd. and Wincanton Holdings Pty. Ltd. entered into five separate
option  agreements.  The option  agreements give the holder the right to 
purchase five  commercial  real estate  properties in Australia.  The option is 
exercisable  for a period of one year and  expires  on March 2,  1996.  
Consideration  for the  option  was the  payment  of cash in the  amount  of
$143,645,  the  issuance of 784,572  common  shares at a value of  $2,540,887  
and the  issuance of five classes of preferred shares, which have been assigned
a nominal value of $5 in total.

Under the option  agreements,  the property owners were issued series A, B, C, D
and E preferred  shares which shares are held by an escrow agent.  The preferred
shares are  convertible  into common shares,  on a share for share basis, at the
discretion of the property owners. If converted the property owners may instruct
the escrow  agent to sell the common  shares for cash.  When the cash  raised by
selling the common shares is sufficient to pay the option purchase price and the
Company  exercises the option to purchase,  the cash shall be transferred to the
owners and the title to the property shall be transferred to the Company. In the
event that the cash raised is  sufficient to pay the option  purchase  price and
the Company does not exercise  the option,  the property  holders have the right
under a put arrangement to cause the optioned properties to be sold.

On June 27, 1994 the Company formed a subsidiary company,  Tradesman Industries,
Inc.  ("Tradesman").  The McGee  Settlement  Trust  agreement  was  assigned  to
Tradesman.  In April 1995,  Tradesman's  management decided to design a new body
frame, rear suspension system and cargo bed. A 1996 production prototype vehicle
is currently  being  produced  and is a radical  departure  from the  technology
transferred  under the McGee Settlement  Trust Agreement.  Tradesman is pursuing
patent  protection  domestically  and  internationally  for the new easy-loading
technology currently being developed.


On December 5, 1994, Tradesman entered into two agreements with WRI.

The  first  agreement  provides  for WRI  acquiring  a 10%  equity  interest  in
Tradesman in exchange for $2,500,000.

The  second  agreement  provides  for the sale to WRI of a  master  distribution
license for the United States to sell all Tradesman products, for a period of 15
years.  Consideration for the master  distribution  license was $6,000,000.  The
agreement  also called for an initial  purchase  commitment  deposit from WRI of
$1,500,000.

All of the amounts have been paid by way of WRI delivering  4,651,163  shares of
it's  common  stock to  Tradesman.  The  Company has sold all but 401,163 of the
shares received from Work Recovery, Inc.

The Registrant has  concentrated its efforts during the year ended June 30, 1995
to Tradesman's prototype vehicle development and to the sale of its first master
distribution license.

Year ended June 30, 1995 compared to the six months ended June 30, 1994

Liquidity and capital resources

At June 30, 1995, the Registrant has $5,576,804 of current assets and $9,897,528
in current  liabilities  compared to $554,887 of current  assets and $626,681 of
current liabilities as at June 30, 1994. This decrease in working capital is the
result of several factors:

-    accounts  payable  includes  $6,951,499  due to Work  Recovery,  Inc. being
     the balance due under the one year consulting agreement entered into on 
     July 1, 1994.

-    income taxes payable in the amount of $2,076,095  resulting from the sale 
     of the Master  Distribution  License to Work Recovery, Inc.

-    mortgage  payable which results from the  renegotiation of amounts due 
     under the April 15, 1994 agreement with Forestry International, Inc. to
     include interest in the amount of $160,510.

These decreases to working capital are offset by the following:

-    the sale of the master distribution license to WRI wherein $3,129,000 was 
     receivable at June 30, 1995.

-    the private placement of 100,000 shares for cash proceeds of $1,000,000.

It is anticipated  that the Registrant  will require  further working capital to
fund its current operations.  It is expected that such funds will be obtained by
the sale of additional capital stock of the Registrant  although there can be no
assurance that the Registrant will be able to obtain such funds.

Results of operations

The Registrant's loss for the year ended June 30, 1995 was $14,919,740  compared
to $424,715  for the six months  ended June 30,  1994.  The increase in the loss
amount is a result of several factors.

Administrative  expenses  for the year  ended  June 30,  1995  were  $11,649,828
compared to $208,401  for the six months ended June 30,  1994.  Consulting  fees
incurred during the year increased to $9,895,005 compared to $55,021 for the six
month period ended June 30, 1994.  The  Registrant  incurred  $9,600,000  in the
consulting fees under a one year consulting  agreement with Work Recovery,  Inc.
dated July 1, 1994, of which $2,653,501 were paid to Work Recovery, Inc. for the
following:

-    introductions to influential  people and decision makers involved in health
     care and rehabilitation industries.

-    conducted  transportation surveys,  customer expectation interviews,  focus
     group surveys and feasibility studies for persons with disabilities, with a
     view to deriving demand for Tradesman products.

-    provided  introductions to Federal and State agencies  representing persons
     with disabilities and Workers' Compensation claims.

- provided counsel to Tradesman with regard to the American's with  Disabilities
Act.

- Consulted on Tradesman behalf with Workers  Compensation  seeking endorsements
for Tradesman's products.

-    inquiry as to how to get  customers  through the Workers  Compensation  and
     American Disabilities Act representatives.

- promotional activity making the various Federal, State and the public aware of
the vehicles.

- assisted  Tradesman  at  national  health  care trade  shows and expos for the
physically challenged.

- Conducted  health  care sales and  service  training  programs  for  Tradesman
employees and representatives.

-    assisted Tradesman with producing brochures, slide presentations and videos
     directed toward the physically challenged and health care market.

-    to provide  introductions  to WRI's existing and future license holders and
     general assistant in the development of international  distribution license
     agreements for its products.

Financing  costs are $139,612  compared to nil for the six months ended June 30,
1994,  such increase due mainly to interest on the mortgage  payable to Forestry
International, Inc. for the tree plantation acquired on April 15, 1994.

Other expenses  increased to $419,866  compared to $26,188 for the prior period.
This  increase is results  from the  increased  activity  with  Tradesman in the
development of their prototypes and technology.

Professional  fees for the year ended June 30,  1995 were  $281,384  compared to
$70,718  for the  previous  period.  This  increase  is due largely to the legal
defense  of the  law  suit  brought  against  Tradesman  (see  Item  3. -  Legal
Proceedings)  and to the cost of completing  the  Australian  real estate option
agreements.

Promotion expense was $182,500 compared to nil.  Tradesman was active during the
year  promoting  its  prototypes  and  technology,  producing  printed and video
material.

Travel and entertainment  expense increase to $318,897 compared to $42,227. This
increase  resulted  from  travel  by  the  Registrant's   employees  for  legal,
technical, and capital raising activities.

During the year ended June 30, 1995 the  Registrant  sold a 10%  interest in its
subsidiary,  Tradesman.  This transaction  resulted in a gain of $1,682,774.  In
addition 10% of Tradesman's loss $186,976 was allocated to the minority interest
holder.

Income tax expense  increased to $1,866,437 from $205,234.  The income tax 
liability  results from the sale to Work Recovery, Inc. of the Master 
Distribution License.

The Registrant also recorded an unrealized loss on available for sale securities
in the amount of $665,474. This amount represents the decline in value of common
shares held in Saddle Mountain Timber Corporation.

Lastly the  Registrant  expensed to research  and  development  $422,833,  being
amounts paid under the McGee Settlement Trust agreement dated April 19, 1994.

Six months ended June 30, 1994 compared to year ended December 31, 1993

Liquidity and capital resources

At June 30, 1994,  the Registrant had $554,887 of current assets and $626,681 of
current  liabilities  compared  to  $385,100  of current  assets and  $12,613 of
current liabilities as at December 31, 1993. This decrease in working capital is
the result of several factors.

-    the redemption of the subsidiary company share held by the non-controlling 
     interest for CDN $250,000;

-    advances of $50,780 relating to the prototypes described above, under 
     "Item 1., Specialty Vehicles".

-    current portion of long-term debt on the purchase of land and plantation
     assets of $346,690; and

-    income tax payable in Australia on the sale of the plantation assets of 
     $205,235.

These  decreases  were offset by the sale of capital stock and advances on share
subscriptions received of $117,000.

Six month period ended June 30, 1994 compared to 1993

Results of Operations

The Registrant's  loss for the six month period ended June 30, 1994 was $424,715
compared  to a loss of  $234,846  for the year  ended  December  31,  1993.  The
increase in loss is due to the  provision  for income  taxes of  $205,235  which
resulted  from the sale of the  plantation  assets in Australia  for proceeds of
$2,000,000 AUD  ($1,480,000  US). The gain on the disposal of plantation  assets
has been  deferred  for  accounting  purposes  until  such time as the trees are
harvested.

Administrative  expenses  for the six  month  period  ended  June 30,  1994 were
$208,401  compared  to  $193,603  for the year  ended  December  31,  1993.  The
financing  costs were nil  compared to $18,749 for the year ended  December  31,
1993.  Professional  fees were  $70,718  compared  to $30,809 for the prior year
resulting from the legal cost of drafting of various license agreements.  Travel
and  entertainment  of $42,227  were down form $63,678 for the prior year as the
Registrant  incurred  substantial  travel costs in acquiring its  investments in
1993.

The Registrant's  expenses included exploration and development  expenditures of
$20,168  compared  to  $57,656  for the year  ended  December  31,  1993,  which
represents  the   Registrant's   85%  share  of  exploration   and   development
expenditures  incurred  by the joint  venture.  The  expenses  also  include the
Registrant's 85% share in administrative  expenses relating to the joint venture
amounting to $14,247,  compared to $33,277 for the year ended  December 31, 1993
reflecting the shorter period of activity.

The Registrant also had other costs of $26,188 compared to $42,090 for the prior
year which relate to office and administration expenses. These costs are less in
the current period due the shorter period of activity.

The  Registrant  spent  $55,021 on  consulting  services  which were for project
evaluation in Australia for the plantation  and $30,000 for management  services
in the US.

During  the six  months  ended  June  30,  1994,  the  Registrant's  subsidiary,
Queensland,  redeemed  the 10%  minority  interest  for  cash  consideration  of
$250,000  CDN.  The excess of the  redemption  price over the stated  capital is
reflected as a charge against retained earnings in the amount of $183,292 US.

1993 compared to 1992

The Registrant's loss for the year ended December 31, 1993 was $234,846 compared
to $2,408 for the previous  year.  This  reflected  the  Registrant's  operating
activities for 1993 compared to the relative  inactive status for the year ended
December 31, 1992 and prior years.

The  Registrant's  loss for 1993 included $57,656 of exploration and development
expenditures, $44,826 of which was the Registrant's 85% share of exploration and
development  expenditures  incurred by the joint  venture with North  Queensland
Mining Pty. Ltd. on their Australian mineral resource properties.  The remaining
$12,830 of exploration and development expenditures was incurred directly by the
Registrant.   The  1993  loss  also  included  the  Registrant's  85%  share  of
administrative  expenses  related to operating the joint  venture,  amounting to
$33,277.

The Registrant also incurred $18,749 of financing costs, $30,809 of professional
fees and $63,678 of travel and promotion, primarily related to the evaluation of
various assets,  properties and business  opportunities for possible acquisition
and anticipation of the registration of the Registrant's  capital stock with the
Securities Exchange Commission.

In addition, the Registrant had other expenses of $42,090 relating to office and
other  administration  costs,  foreign  exchange  losses,  and  dilution  losses
relating to the Registrant's advances to the joint venture.

The years loss was reduced by $16,413,  representing  the 10% minority  interest
share of the losses of Queensland.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information is included below.

ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The  following  table sets forth the names of all current  directors,  executive
offices  and  significant  employee  of the  Company,  and  of  its  significant
subsidiaries,  as well as their ages and  specific  positions  as of the date of
this report:

Name and residential address        Position         Age

Walter Doyle                        Chairman of      40
38 Orchid Avenue                    the Board and
Surfers Paradise                    President
Queensland, Australia

Henri Hornby                        Secretary         39
3653 Hemlock Court                  and Director
Reno, Nevada, 89509

Carl Kosnar                         President         57
5365 Car Country Drive        Tradesman Industries, Inc.
Carlsbad, California, 92008

Directors and Executive Profiles

Walter Doyle was first  elected to the Board of Directors in October,  1987.  In
1992,  he also founded  Forestry  International,  Inc., a company which seeks to
restore deforested lands. Since January 1990, he has been a private investor and
syndicator.  During the period from May,  1987 to February  1989,  he  organized
Century Investors Inc. and Ventech, Inc., both venture capital companies.

Henri Hornby was first  elected to the Board of Directors  in June,  1993.  From
November, 1989 to present, he was engaged in asset management.

Carl Kosnar was first  elected to the Board of  Directors of Tradesman  
Industries,  Inc. in June 1994,  and became President and Chief  Executive  
Officer in July 1994.  From May 1993 to July 1994, he was Senior Vice  President
of corporate  development  for Postal  Annex +, Inc.  From  February  1992 to 
April  1993,  he was  Senior  Investment Executive with Paine Webber,  Inc.  
involved in investment  banking.  From October 1990 to January 1992, Mr. Kosnar
was Chief Operating Officer of Rx Medical Services, Inc. a public company 
reporting under Section 12(g).

ITEM 11. EXECUTIVE COMPENSATION

For the fiscal year ended June 30, 1995, no director or executive officer or key
employee  received  aggregate  direct  remuneration  in excess of $100,000.  All
officers,  directors and principal  shareholders  as a group received  aggregate
direct remuneration of $112,500.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth, as of June 30, 1995, the Common Stock ownership
of each person known by the Company to be the beneficial  owner of 5% or more to
the Company's  Common Stock, all directors  individually,  and all directors and
officers of the Company as a group.  Each person has sole voting and  investment
power with respect to the shares of Common Stock owned.

Name and Address  Number of Shares Owned    Percentage of Class

Walter Doyle               2,068,000             22.3%
38 Orchid Avenue
Surfers Paradise
Queensland, Australia

Henri Hornby               1,000,000             10.8%
3653 Hemlock Court
Reno, Nevada, 89509

McGee Settlement           1,000,000             10.8%
Trust
Level 1, 4753 Kinghorn st
Nowra, NSW, 2541
Australia

Mendips Management         1,000,000             10.8%
Ltd.
3653 Hemlock Court
Reno, Nevada, 89509


All directors and          3,068,000             33.1%
Officers as a group
(2 persons)

ITEM 13      CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The President of the Registrant owns 19.48%  interest in Forestry  International
Inc.,  parent company to Forestry International Pty. Ltd.
                                     PART IV


ITEM 14      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)  The following documents are filed as part of this report:

(1)  Financial Statements.  See "Index to Financial Statements" on Page 29.

(2)  Financial Statements Schedules.  Not Applicable.

(3)  Exhibits:

3(i) Articles of Incorporation dated October 5, 1987. (1)

3(i)(a)  Articles of Amendment dated December 1, 1987. (1)

3(i)(b)  Articles of Amendment dated August 11, 1993. (1)

3(ii)    By-Laws. (1)

10(a)    Share  Purchase   Agreement  dated  July  12,  1993  between  
          Wincanton   Corporation  and  Queensland Industries, Inc. (1)

10(b)    Amendment to Share Purchase Agreement dated July 31, 1993. (1)

10(c)   Joint Venture  Agreement dated July 12, 1993 between North  Queensland  
          Mining Pty Ltd. and Queensland Industries, Inc. (1)

10(d)   Amendment to Joint Venture Agreement dated July 31, 1993. (1)

10(e)   Independent Consultant's Report relating to Flatrock Sandstone 
          Deposit. (2)

10(f)   Independent Consultant's Report relating to Grey Granite Deposit. (2)
10(g)   Independent Consultant's Report relating to Tin and Base Metal Mines.(2)

10(h)   License  Agreement  made the  30th day of  March,  1994  among  Granite
          Marketing  Corp.,  Queensland Industries, Inc. and the Registrant. (3)

10(i)   License Agreement entered into April 19, 1994 between the Registrant and
          Work Recovery, Inc. (4)

10(j)   Agreement made as of April 19, 1994 between the Registrant and McGee 
          Settlement Trust. (5)

10(k)   Agreement  entered  into as of April  15,  1994  between  Wincanton  
          (Aust)  Pty.  Ltd.  and  Forestry International Pty. Ltd. (6)

10(l)   Agreement  made as of April 19,  1994  between the  Wincanton  (Aust) 
          Pty.  Ltd.  and Saddle  Mountain Timber Corporation. (7)

10(m)   Consulting agreement dated July 1, 1994, between the Registrant and Work
          Recovery, Inc. 

10(n)   Release from Granite  Marketing  Corp.  terminating  license  agreement
          made March 30, 1994 (see item 10(b) above).

10(o)   Amendment  dated May 18, 1995 to agreement  dated April 15, 1994 between
          Wincanton  (Aust) Pty.  Ltd. and Forestry International Pty. Ltd. 
          (see item 10(k) above).

10(p)   Agreement dated December 6, 1994 between Tradesman Industries, Inc. and 
          Work Recovery, Inc.

10(q)   Deed/Agreement  dated March 2, 1995 among 121 Tamar Street Pty. Ltd.,  
          Wincanton  Properties Pty. Ltd. ("Properties"), Wincanton Holdings 
          Pty. Ltd. ("Holdings") and Steven A. Sanders ("Sanders").

10(r)   Deed/Agreement dated March 2, 1995 among Conway Court Pty. Ltd., 
          Properties, Holdings and Sanders.

10(s)   Deed/Agreement dated March 2, 1995 among Conway Plaza Pty. Ltd., 
          Properties, Holdings and Sanders.

10(t)   Deed/Agreement dated March 2, 1995 among Best Place Pty. Ltd., 
          Properties, Holdings and Sanders.

10(u)   Deed/Agreement dated March 2, 1995 among Tembuck Pty. Ltd., Properties, 
          Holdings and Sanders.

21(a)   Queensland  Industries,  Inc. a company duly incorporated under the laws
          of British Columbia,  Canada, is a subsidiary of the Registrant. (1)

(b)               A report on Form 8-K was filed by the  Registrant  in April of
                  1995.  The  report  disclosed  a  lawsuit  instituted  against
                  Tradesman  Industries,  Inc., a subsidiary of the  Registrant.
                  The suit alleges in part (1) use of  proprietary  information,
                  (2) patent information and (3) unfair competition.

(1)     Incorporated by reference  under same Exhibit number with From 10  
          Registration  Statement dated March 25, 1994.

(2)     Incorporated  by  reference  under same  Exhibit  number with Form 10A  
          Registration  Statement  dated September 27, 1994.

(3)     Incorporated  by  reference  as Exhibit  Nos.  2-1 with Form 8-K Current
          Report dated August 22, 1994 ("Form 8-K").

(4)     Incorporated by reference as Exhibit Nos. 2-2 with Form 8-K.

(5)     Incorporated by reference as Exhibit Nos. 2-4 with Form 8-K.

(6)     Incorporated by reference as Exhibit Nos. 2-5 with Form 8-K.

(7)     Incorporated by reference as Exhibit Nos. 2-6 with Form 8-K.


<PAGE>






DRAFT 4









                                                         31

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  September __, 1996


                                                 WINCANTON CORPORATION



                                                 By:___________________________
                                                            Henri Hornby
                                                             Secretary

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

     Signature                      Title                              Date


______________________ Chairman of the Board of
  Walter Doyle             Directors, President and  ____________
                                            Director


______________________ Secretary and Director        ____________
  Henri Hornby


<PAGE>




                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


                                                                        PAGE

     Contents of Statements                                              F-1

     Report of Independent Chartered Accountants                         F-2

     Comments by Auditor for U.S. readers on Canada -  U.S. Reporting Conflict
                                                                         F-3

     Consolidated Balance Sheets as at June 30, 1995 and 1994            F-4

     Consolidated Statements of Operations and Deficit
      Accumulated during the Development Stage
     Year ended  June 30,  1995,  six  months  ended  June 30,  1994 year  ended
      December 31, 1993 and 1992 and from inception to June 30, 1995     F-5

     Consolidated Statement of Changes in Financial Position Year ended June 30,
     1995, six months ended June 30, 1994 year ended December 31, 1993 and 1992 
     and from inception to June 30, 1995                                 F-6

     Notes to Consolidated Financial Statements                          F-7

                              WINCANTON CORPORATION


                        CONSOLIDATED FINANCIAL STATEMENTS
                      (A Company in the development stage)
                           (Expressed in U.S. dollars)


                                  JUNE 30, 1995



<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED BALANCE SHEET
(Expressed in U.S. dollars)
AS AT JUNE 30


                                                          1995           1994
-----------------------------------------------------------------------------




ASSETS


Current

     Cash                                        $   2,113,731   $    117,011
     Amounts and notes receivable (Note 3)           2,686,069        390,470
     Due from a director (Note 4)                         -            47,406
                                                 -------------   ------------

                                                     4,799,800        554,887

Long-term note receivable (Note 3)                        -           888,000

Resource properties (Note 5)                                 1              1

Investments, advances and licences (Note 6)            890,952        290,396

Capital assets (Note 7)                              1,066,539        772,778
                                                 -------------   ------------

                                                 $   6,757,292   $  2,506,062
===============================================================================







































                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED BALANCE SHEET
(Expressed in U.S. dollars)
AS AT JUNE 30


                                                      1995           1994
--------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current

     Accounts payable and accrued 
          liabilities (Note 3)                 $   8,632,933   $     74,756
     Current portion of mortgage 
          payable (Note 8)                            688,500        346,690
     Income taxes payable                             166,095        205,235
                                                   -------------   ------------

                                                    9,487,528        626,681
Mortgage payable (Note 8)                                -           181,300
Unearned revenue (Note 3)                           8,535,251      1,480,000
                                                   -------------   ------------
                                                   18,022,779      2,287,981

Shareholders' equity Capital stock (Note 9)
        Authorized
        15,000,000   preferred shares
        15,000,000   common shares with a 
        par value of $0.0001 per share
        Issued
        9,287,752   common shares 
               (1994 - 8,746,180)                        835            796
        4,195,895   preferred shares 
               (1994 - Nil)                                5           -
     Additional paid-in capital (Note 9)           6,494,596        983,561
     Advances on account of share 
          subscriptions                                 -           117,000
     Cumulative translation adjustment                 1,519         (8,230)
     Deficit, accumulated during the 
          development stage                      (17,762,442)      (875,046)
                                                  -------------   ------------

                                                 (11,265,487)       218,081

                                               $   6,757,292   $  2,506,062
================================================================================

Continuing operations (Note 1)
Commitments (Notes 3, 6, and 15)
Subsequent event (Note 17)

On behalf of the Board:




                                     Director                Director


















                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>


WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Expressed in U.S. dollars)

<S>                                                    <C>        <C>             <C>                <C>         <C>
                                                                              Six Months
                                            From Inception     Year Ended          Ended
                                               to June 30,       June 30,       June 30,      Year ended December 31
                                                                                          ------------------------------
                                                      1995           1995           1994            1993           1992
-----------------------------------------------------------------------------------------------------------------------




Exploration and development
     expenditures on resource
     properties                             $      156,088  $      78,264  $      20,168  $       57,656  $        -
                                            --------------  -------------  -------------  --------------  ----------


Administration expenses
     Consulting                                  9,950,026      9,895,005         55,021            -              -
     Financing costs                               188,918        139,612           -             18,749          2,122
     Joint venture operations (Note 10)             66,517         18,993         14,247          33,277           -
     Management fees                                 5,000           -              -              5,000           -
     Other                                         489,680        419,866         26,188          42,090            286
     Professional fees                             382,911        281,384         70,718          30,809           -
     Promotion                                     182,500        182,500           -               -              -
     Research and development                      437,133        437,133           -               -              -
     Travel and entertainment                      424,802        318,897         42,227          63,678           -
                                            --------------  -------------  -------------  --------------  ----------

                                                12,127,487     11,693,390        208,401         193,603          2,408
                                            --------------  -------------  -------------  --------------  -------------


Other income (expenses)
     Unrealized loss on available for sale
       securities (Note 6)                        (665,474)      (665,474)          -               -              -
     Write-down of licence (Note 6)             (1,500,000)    (1,500,000)          -               -              -
     Loss on sale of investments                   (28,614)       (28,614)          -               -              -
     Write-off of options to purchase
       real estate (Note 11)                    (2,684,537)    (2,684,537)          -               -              -
     Write-off of advances (Note 12)              (467,656)      (467,656)          -               -              -
                                            --------------  -------------  -------------  --------------  ----------

                                                (5,346,281)    (5,346,281)          -               -              -
                                            --------------  -------------  -------------  --------------  ----------


Loss before non-controlling
     interest and income taxes                 (17,629,856)   (17,117,935)      (228,569)       (251,259)        (2,408)
                                            --------------  -------------  -------------  --------------  -------------


Income taxes    - current                          161,671        (43,563)       205,234            -              -
                                            --------------  -------------  -------------  --------------  ----------




                                                      -  continued  -


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Expressed in U.S. dollars)


                                                                              Six Months
                                            From Inception     Year Ended          Ended
                                               to June 30,       June 30,       June 30,       Year ended December 31
                                                                                          -------------------------------
                                                      1995           1995           1994            1993           1992
-----------------------------------------------------------------------------------------------------------------------


continued.....


Loss before non-controlling interest        $  (17,791,527) $ (17,074,372) $    (433,803) $     (251,259) $      (2,408)

Non-controlling interest in
     loss of subsidiary                            212,477        186,976          9,088          16,413           -
                                            --------------  -------------  -------------  --------------  ----------

Loss for the period                            (17,579,050)   (16,887,396)      (424,715)       (234,846)        (2,408)

Deficit, accumulated during the
     development stage, beginning
     of period                                        -          (875,046)      (266,939)        (32,093)       (29,685)

Redemption of non-controlling
     interest in subsidiary from
     related party (Note 5)                       (183,392)          -          (183,392)           -              -
                                            --------------  -------------  -------------  --------------  ----------

Deficit, accumulated during the
     development stage, end of
     period                                 $  (17,762,442) $ (17,762,442) $    (875,046) $     (266,939) $     (32,093)
========================================================================================================================


Loss per share                                              $       (1.80) $       (0.06) $        (0.06) $        -
====================================================================================================================



</TABLE>
































                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.


<PAGE>


<TABLE>
<CAPTION>

WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF CHANGE IN FINANCIAL POSITION
(Expressed in U.S. dollars)
<S>                                         <C>                  <C>              <C>            <C>             <C>           
  

                                                                              Six Months
                                            From Inception     Year Ended          Ended
                                               to June 30,       June 30,       June 30,      Year ended December 31
                                                                                          ----------------------------
                                                      1995           1995           1994            1993           1992
-----------------------------------------------------------------------------------------------------------------------


CASH PROVIDED BY (APPLIED TO):


OPERATING ACTIVITIES

     Loss for the period                    $  (17,579,050) $ (16,887,396) $    (424,715) $     (234,846) $      (2,408)

     Items not affecting cash:
       Amortization of organization costs              515           -              -               -                86
       Expenses paid by stock issuance              60,000         60,000           -               -              -
       Write-off of advances for research
         and development                            50,780         50,780           -               -              -
       Write-off of options to purchase
         real estate                             2,684,537      2,684,537           -               -              -
       Write-off of advances                       467,656        467,656           -               -              -
       Write-down of licences                    1,500,000      1,500,000           -               -              -
       Other                                         1,519          9,749        (15,384)          7,154           -

     Change in non-cash working capital:
       Amounts and notes receivable                442,931        463,401         (7,529)        (12,941)          -
       Due from a director                          14,495         61,901         30,686         (78,092)          -
       Accounts payable and accrued
         liabilities                             8,632,933      8,558,177         62,143          12,513         (3,479)
       Income taxes payable                        166,095        (39,140)       205,235            -              -
                                            --------------  -------------  -------------  --------------  ----------

                                                (3,557,589)    (3,070,335)      (149,564)       (306,212)        (5,801)
                                            --------------  -------------  -------------  --------------  -------------


FINANCING ACTIVITIES

     Due to a director                                -              -              -            (13,070)         6,000
     Unearned revenue                            4,852,827      4,630,827        222,000            -              -
     Long-term debt                                688,500        160,510        527,990            -               -
     Advances on account of share
       subscriptions                                  -          (117,000)        76,848          40,152           -
     Issue of capital stock                      2,024,148      1,039,999        390,152         574,797           -
     Additional paid-in capital                  1,682,774      1,682,774           -               -              -
     Redemption of minority interest
       in subsidiary                              (183,392)          -          (183,392)           -              -
                                            --------------  -------------  -------------  --------------  ----------

                                                 9,064,857      7,397,110      1,033,598         601,879          6,000
                                            --------------  -------------  -------------  --------------  -------------


                                                      -  continued  -


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
CONSOLIDATED STATEMENT OF CHANGE IN FINANCIAL POSITION
(Expressed in U.S. dollars)


                                                                              Six Months
                                            From Inception     Year Ended          Ended
                                               to June 30,       June 30,       June 30,                  Year ended December 31
                                                                                          --------------------------------------
                                                      1995           1995           1994            1993           1992
-----------------------------------------------------------------------------------------------------------------------

continued......


INVESTING ACTIVITIES

     Resource properties                    $           (1) $        -     $        -     $           (1) $        -
     Investments, advances and licences         (2,182,837)    (1,892,649)      (290,188)           -              -
     Capital assets                             (1,066,539)      (293,761)      (770,902)         (1,876)          -
     Options on real estate                       (143,645)      (143,645)          -               -              -
     Organization cost                                (515)          -              -               -              -
                                            --------------  -------------  -------------  --------------  ----------

                                                (3,393,537)    (2,330,055)    (1,061,090)         (1,877)          -
                                            --------------  -------------  -------------  --------------  ----------


Change in cash position during period            2,113,731      1,996,720       (177,056)        293,790            199


Cash, beginning of period                             -           117,011        294,067             277             78
                                            --------------  -------------  -------------  --------------  -------------


Cash, end of period                         $    2,113,731  $   2,113,731  $     117,011  $      294,067  $         277
=======================================================================================================================

</TABLE>






































                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




1.      CONTINUING OPERATIONS

        These  financial  statements  have been  prepared  on the basis that the
        Company  will  continue to operate as a going  concern,  notwithstanding
        that the Company has incurred  significant  operating  losses and has an
        excess of liabilities over assets at June 30, 1995. Future operations of
        the Company,  and the related  recoverability  of the costs of acquiring
        its licences (Note 6), are dependent upon:

        a) Obtaining additional financing to meet its liabilities as they come 
           due and carry out its business plans;

        b) Resolving the legal claim described in Note 17 on conditions 
           favourable to the Company;

        c) Meeting certain minimum product delivery requirements under its 
           licences in order to maintain its licences in good standing,

        d) Determining whether the sale of common shares of Work Recovery, Inc.
           as described in Note 3 were incompliance with Securities law, and

        e) Attaining profitable operations from its various businesses described
           in Note 2.

        As at June 30, 1995,  the Company had a working  capital  deficiency  of
$4,687,728.


2.      SIGNIFICANT ACCOUNTING POLICIES

        Principles of consolidation

        The  Company was  incorporated  on October 5, 1987 under the laws of the
        State of  Washington,  U.S.A.  The Company  holds  investments  in other
        companies as follows:

        i)     100% of the shares of Queensland Industries, Inc. ("Queensland"),
               a company incorporated under the laws of the Province of British 
               Columbia, Canada, whose principal business activities are the 
               exploration and development of natural resource properties, more 
               particularly described in Note 5.
        ii)    100% of the shares of Wincanton (Aust) Pty. Ltd. ("Wincanton 
               Aus"), a company incorporated under the laws of Australia, whose 
               principal business is growing trees.
        iii)   90% of the shares of Tradesman Industries, Inc. ("Tradesman"),  a
               development  stage  company  incorporated  under  the laws of the
               State of Delaware,  U.S.A.,  whose principal business is intended
               to be the  manufacturing,  marketing and  distribution of trucks,
               minivans and trailers with cargo beds and tailgate systems,  that
               lower to the ground.
        iv)    100% of the shares of Wincanton Properties Pty. Ltd. 
               ("Properties"), a company incorporated under the laws of
               Australia, whose sole purpose is to hold options to acquire real 
               estate properties, more particularly described in Note 11.
        v)     100% of the shares of Wincanton Holdings Pty. Ltd. ("Holdings"), 
               a company incorporated under the laws of Australia, whose sole 
               purpose is to hold options to acquire real estate properties, 
               more particularly described in Note 11.

        These  consolidated  financial  statements  include the  accounts of the
        Company,  its  subsidiaries,  Wincanton  (Aus),  Tradesman,  Properties,
        Holdings,  Queensland and Queensland's proportional share of the assets,
        liabilities, revenue and expenses of the joint venture described in Note
        10. All  significant  intercompany  transactions  and balances have been
        eliminated.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




2.      SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

        Generally accepted accounting principles

        These consolidated financial statements have been prepared in accordance
        with accounting  principles generally accepted in the United States. For
        United States reporting purposes, the Company is considered to be in the
        development stage and the accompanying financial statements are those of
        a development stage enterprise.

        Resource properties

        Each group of claims in a property is accounted  for as a separate  area
        of  interest.  Property  acquisition  costs  are  deferred  until  it is
        determined  if  the  property  contains  economically   recoverable  ore
        reserves and a production  decision is made. These acquisition costs and
        development  costs incurred after a production  decision is made will be
        amortized against related revenues by the unit-of-production method upon
        commencement of commercial production,  written-down to an estimated net
        realizable  value when it is  determined  that the  property's  value is
        impaired, or written-off when the property is abandoned or sold.

        All exploration,  other development and administrative  expenditures are
charged to expense as incurred.

        The amounts shown for resource  properties  represent  costs incurred to
        date, and do not necessarily reflect present or future values.

        Investments, advances and licences

        Investments,  advances and licences  consist of investments in shares of
        companies  which are available  for sale,  advances to  individuals  and
        companies,  and licences.  Investments in shares of companies  which are
        available  for sale  are  initially  recorded  at cost  with  subsequent
        unrealized  gains  and  losses  included  in  a  separate  component  of
        shareholder  equity,  except  where a  decline  in value  is other  than
        temporary,  in which case the loss is reflected in income.  Advances and
        licences  are  recorded  at  cost  and are  written-down  to  reflect  a
        permanent impairment in value.

        Capital assets

        Capital assets are recorded at cost. The Company has not made provisions
        for  depreciation  as it is still  considered  to be in the  development
        stage.

        Foreign exchange

        Account balances and transactions  denominated in foreign currencies and
        the accounts of the Company's  foreign  operations  have been translated
        into U.S. funds as follows:

        i) Assets and  liabilities  at the rates of exchange  prevailing  at the
        balance sheet date;  ii) Revenue and expenses at average  exchange rates
        for the period in which the  transaction  occurred;  iii) Exchange gains
        and losses arising from foreign  currency  transactions  are included in
        the determination of net
               earnings for the period;  and
        iv)    Exchange  gains and losses  arising from the  translation  of the
               Company's foreign operations are included as a separate component
               of shareholders' equity.

        Research and development costs

        Research and development costs are charged to operations as incurred.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




2.      SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)


        Loss per share

        Loss per share is  calculated  based on the weighted  average  number of
        shares  outstanding during the year ended June 30, 1995, being 9,387,738
        shares (six months  ended June 30, 1994 - 7,098,000  shares,  year ended
        December 31, 1993 - 3,375,000  shares and year ended December 31, 1992 -
        1,203,000 shares).




3.      AMOUNTS AND NOTES RECEIVABLE    



                                                        1995           1994
        --------------------------------------------------------------------

        Work Recovery, Inc.                   $    2,525,001  $        -
        Saddle Mountain Timber Corp.                    -         1,260,537
        Other                                        161,068         17,933
                                              --------------  -------------

                                                   2,686,069      1,278,470
        Current portion                           (2,686,069)      (390,470)
                                              --------------  -------------

                                              $         -     $     888,000
        ===================================================================


        Work Recovery, Inc.

        The Company  entered  into an agreement  with an arms length  company to
        issue  common  shares  representing  a 10%  interest in  Tradesman.  The
        Company  received  common shares of Work Recovery,  Inc.  ("WRI") with a
        market value of $2,500,000 as  consideration,  realizing a dilution gain
        of $1,682,774, which has been treated as an addition to paid-in-capital.
        In  addition,  Tradesman  entered  into an  agreement  with  WRI to sell
        marketing  rights for the cargo bed and tailgate systems in exchange for
        common shares of WRI with a market value of $5,005,251.  During the year
        ended  June 30,  1995,  the  Company  sold all of the WRI  shares it had
        received through June 30, 1995 for net proceeds of $4,980,250, resulting
        in a nominal gain.

        The revenue of $5,005,251  recorded on the sale of the marketing  rights
        has been  reflected as unearned.  These  amounts will be  recognized  as
        revenue on a straight-line  basis as the performance  criteria under the
        licence agreement are met, including the delivery of a minimum number of
        units of manufactured  product. If the performance criteria are not met,
        the Company may be liable to repay the licence fee.

        The  final  instalment  of  shares  of WRI  with an  aggregate  value of
        $2,525,000  was received on July 15, 1995.  Prior to June 30, 1995,  the
        Company  received  $2,000,000 as proceeds of disposition of a portion of
        these  shares,  which  amount has been  included  in  unearned  revenue.
        Subsequent  to June 30, 1995,  the Company  held  401,163  shares of WRI
        which have been recorded at a nominal value of $1.



<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




3.      AMOUNTS AND NOTES RECEIVABLE (cont'd.....)

        Work Recovery, Inc. (cont'd.....)

        In conjunction  with the sale of the Tradesman  shares and the marketing
        rights to WRI, the Company  entered  into an agreement  with WRI whereby
        WRI would provide consulting  services with respect to the cargo bed and
        tailgate  system  technology  during the year  ended  June 30,  1995 for
        aggregate consideration of $9,600,000. WRI was to provide these services
        for $800,000 per month for a one year period  through June 30, 1995.  Of
        this  amount,  approximately  $2,650,000  was paid,  with the  remaining
        $6,950,000 included in accounts payable at June 30, 1995.  Subsequent to
        June 30,  1995 a further  $200,000  was paid.  The  Company is unable to
        confirm  whether these  services  were actually  performed by WRI and is
        contemplating  an attempt to recover the $2,850,000  already paid. There
        is no  assurance  the Company will be able to recover any of the amounts
        as WRI  has  subsequently  been  placed  into  receivership  and  WRI is
        currently under  investigation by the Securities Exchange Commission for
        various securities violations. The Company will retain the $6,950,000 in
        accounts  payable  and  accrued  liabilities  until  such time as it has
        determined  the liability has been legally  dismissed.  This  consulting
        agreement was not  previously  disclosed by either the Company or WRI in
        their respective public filings.

        Saddle Mountain Timber Corp.

        Wincanton  (Aus) entered into an agreement with an arms length  company,
        whereby   plantation   assets  (trees)  were  sold  for  $2,000,000  AUD
        ($1,530,000 U.S.). Under this agreement,  Wincanton (Aus) is required to
        care for the trees on the plantation for a period equal to the lessor of
        20 years, or until the trees are harvested.

        On August 29, 1994, the Company accepted  2,428,571 common shares of the
        purchaser  Saddle Mountain Timber Corp.  (Note 6), in full settlement of
        amounts receivable under the sale of the agreement.

        All of the  revenues  from the sale of the  plantation  assets have been
        recorded as unearned.  These  amounts will be recognized as revenue on a
        prorata basis as the trees are harvested.

4.      DUE FROM A DIRECTOR

        Amounts due from a director are non-interest  bearing and due on demand.
        During the year, the Company  determined  that advances of $173,005 to a
        director were  uncollectible  and consequently  wrote-off the amounts to
        operations (Note 12).  Subsequent to June 30, 1995,  further advances of
        $716,788 were made to the director.

5.      RESOURCE PROPERTIES

        Queensland owns an 85% interest in a joint venture with North Queensland
        Mining Pty. Limited ("North  Queensland"),  a related company. The joint
        venture acquired an 85% interest in certain granite,  sandstone, tin and
        copper/lead/zinc/silver  resource  properties.  Under  the  terms of the
        joint venture,  Queensland and North  Queensland  have agreed to develop
        the resource  properties.  The Company  issued 800,000 common shares and
        paid  $266,000 to Queensland in exchange for 90% of the common shares of
        Queensland. Queensland transferred its 800,000 shares of the Company and
        paid  $146,000 to North  Queensland  in exchange for its 85% interest in
        the joint venture.

        On  April  15,  1994,  Queensland  redeemed  the 10%  minority  interest
        outstanding in its common stock in  consideration of payment of $250,000
        Cdn  ($183,392  U.S.).  The  minority  shareholder  is  a  director  and
        shareholder of the Company.  The excess of the redemption price over the
        stated capital in the amount of $183,392,  was charged to deficit.  As a
        result of the transactions,  the Company owns 100% of Queensland,  which
        has an 85% interest in the joint venture.

        As these  transactions are common control  transactions  between related
        parties, the Company has recorded the acquisition at historical costs to
        Queensland and North Queensland, which were nominal, in a manner similar
        to a pooling of interests.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




6.      INVESTMENTS, ADVANCES AND LICENCES



                                                           Total          Total
                      Investment       Advances            1995           1994
------------------------------------------------------------------------------


Thanksmate         $         100  $        -     $          100  $      50,880
Pty. Ltd.

Saddle Mountain          792,832            -           792,832        239,408
 Timber Corp.

Work Recovery Inc.          -                20              20             20

Other                       -            98,000          98,000           -

Granite Marketing           -              -               -                88
Corp.              -------------  -------------  --------------  -------------

                   $     792,932  $      98,020  $      890,952  $     290,396
==============================================================================



        Thanksmate Pty Ltd.


        On April 19, 1994, the Company  entered into an agreement with the McGee
        Settlement   Trust  for  the  design   and  patent   rights  to  certain
        electro-hydraulic cargo bed and tailgate systems of Thanksmate Pty. Ltd.
        Consideration  for the acquisition  consisted of the payment of $130,000
        AUD ($96,300  U.S.) for the express  purpose of building five  different
        prototypes, and the issuance of 1,000,000 common shares. The Company has
        recorded  this  licence  at a nominal  value of $100.  The  licence  was
        subsequently transferred to Tradesman.

        During the fiscal year ended June 30,  1995,  a claim was filed  against
        Tradesman  for  alleged   misappropriation  of  trade  secrets,   patent
        infringement,  false patent  marking and  violation of the Trademark Act
        (U.S.).  The claim seeks damages and a permanent  injunction against the
        patent  infringement and unfair  competition.  Counsel is of the opinion
        that Tradesman has meritorious  defences to the claims and will not have
        a significant liability arising from the claim. Losses arising from this
        claim will be treated retroactively. Subsequent to June 30, 1995, all of
        the claims under this litigation were dismissed.



        Saddle Mountain Timber Corp.


        The  Company  owns  2,626,571  shares of Saddle  Mountain  Timber  Corp.
        (formerly  Saddle Mountain Mining Corp.),  a company trading publicly on
        the Alberta  Stock  Exchange.  These shares,  with an aggregate  cost of
        $1,458,  306 have been classified as "available for sale".  The value of
        these shares has declined since  acquisition,  the decline is considered
        to be other  than  temporary,  and  accordingly  the  shares  have  been
        recorded at their market value at June 30, 1995.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




6.      INVESTMENTS, ADVANCES AND LICENCES (cont'd.....)

        Work Recovery, Inc.

        On April 15, 1994, Queensland entered into a licence agreement with Work
        Recovery,  Inc. ("WRI").  Under the agreement,  Queensland was granted a
        master licence,  for Canada,  for the use of ERGOS. ERGOS is a trademark
        name  for a  proprietary  piece  of  equipment  that  serves  as a  work
        simulator for functional  capacity testing,  in situations of human work
        loss due to injury.  The Company  initially  recorded  this licence at a
        nominal value of $20.

        The agreement calls for certain minimum  performance  criteria necessary
        to keep the licence in good standing. The licence is for an initial term
        of 5 years with renewal provisions based upon performance.

        Advance  royalties of $1,500,000 were required to be paid by the Company
        during the year ended June 30,  1995;  this amount had been  included in
        licences.  As at June 30, 1995,  the  $1,500,000  remains  unpaid and is
        included in accounts payable and accrued liabilities. Subsequent to June
        30, 1995,  management  determined  that there was an  impairment  in the
        value of the licence and has written it down to a nominal value of $20.

        Other

        During the year, the Company  advanced  $392,651 to a director of Saddle
        Mountain  Timber Corp. The advances are  non-interest  bearing,  with no
        fixed  terms of  repayment.  Subsequent  to June 30,  1995,  the Company
        advanced  a  further  $188,000  and  received  586,000  shares of Saddle
        Mountain Timber Corp.  with a market value of $62,000 as repayment.  The
        Company  agreed to settle the  remaining  balance for Cdn $50,000  (U.S.
        $36,000).  Consequently,  $294,651 has been  written-off  to  operations
        (Note 12).

        Granite Marketing Corp.

        On April 7, 1995,  the Company  negotiated a settlement  agreement  with
        Granite  Marketing Corp.  whereby Granite accepted payment of $50,000 in
        exchange  for  cancellation  of a licence  agreement  and the return for
        cancellation  of the  875,000  common  shares  previously  issued by the
        Company to Granite.  The Company had previously recorded the licence and
        shares at a nominal value of $88.

7.      CAPITAL ASSETS


                                  Accumulated                  Net Book Value
                        Cost   Depreciation            1995           1994
-------------------------------------------------------------------------------

Land            $     331,466  $        -     $      331,466  $     331,466
Plantation            495,271           -            495,271        439,385
 assets
Vehicles              137,458           -            137,458           -
Furniture              97,812           -             97,812          1,927
 and equipment
Leasehold               4,532           -              4,532           -
 improvements        -------------  -------------  --------------  ----------

                    1,066,539  $        -     $    1,066,539  $     772,778
 ===============================================================================

        During the six months ended June 30, 1994,  Wincanton (Aus) sold certain
        plantation  assets,  the  proceeds  of  which  have  been  deferred  for
        accounting purposes and included in unearned revenue (Note 3).


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




8.      MORTGAGE PAYABLE      


                                             1995           1994
        --------------------------------------------------------

        Mortgage payable           $      688,500  $     527,990
        Current portion                  (688,500)      (346,690)
                                   --------------  -------------

                                   $         -     $     181,300
        ========================================================

        The  purchase  price of the land and  plantation  assets  in 1994 was $1
        million AUD ($740,200 U.S.),  payable as to $300,000 AUD ($222,000 U.S.)
        on  signing  and  the  remaining   $700,000  AUD   ($518,200   U.S.)  in
        instalments.

        During the year ended June 30, 1995,  Wincanton (Aus)  renegotiated  the
        terms of the  mortgage  to reflect  accrued  interest of  $160,510.  The
        mortgage is due on demand,  and  accordingly  the entire amount has been
        classified  as a current  liability.  The Company  also  issued  210,000
        shares to the vendor of the  plantation  assets and land as security for
        the mortgage payable.  It is expected that these shares will be returned
        to treasury when the mortgage is settled.


9.      CAPITAL STOCK
<TABLE>
<CAPTION>

        Capital  stock  issued from  incorporation  of the Company on October 5,
1987 to June 30, 1995 is summarized as follows:

<S>                                                                  <C>             <C>            <C>            <C>             
                                                                           Capital Stock          Additional
                                                                                                 paid-in
                                                               Shares          Amount            capital          Total

        1987   Issued for cash at $0.10 per share,
         
                  net of offering costs of $500                   100,000  $          10  $        9,490  $       9,500

        1988   Issued for cash at $0.10 per share,
                  net of offering costs of $500                   100,000             10           9,490          9,500
               Issued for cash at $0.0001 per share             1,000,000            100            -               100
        1991   Issued for cash at $0.0333 per share                 3,000              1              99            100
                                                            -------------  -------------  --------------  -------------

        At December 31, 1991 and 1992                           1,203,000            121          19,079         19,200

        1993   Issued for business acquisition                    800,000              1            -                 1
               Issued for cash at $0.01 per share               2,000,000            200          19,800         20,000
               Issued for cash at $0.02 per share               2,000,000            200          39,800         40,000
               Issued for cash at $1.00 per share                 514,796             51         514,745        514,796
                                                            -------------  -------------  --------------  -------------

        At December 31, 1993                                    6,517,796            573         593,424        593,997

        1994   Issued for cash at $3.00 per share                  13,384              1          40,151         40,152
               Issued for cash at $2.50 per share                 140,000             14         349,986        350,000
               Issued for licences at $0.0001 per share         2,075,000            208            -               208
                                                            -------------  -------------  --------------  -------------

        At June 30, 1994                                        8,746,180            796         983,561        984,357


                                                      -  continued  -


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




9.      CAPITAL STOCK (cont'd.....)




                                                                           Capital Stock          Additional
                                                                                                 paid-in
                                                               Shares          Amount            capital          Total

        continued.....

        At June 30, 1994                                        8,746,180  $         796  $      983,561  $     984,357

        1995   Issued for cash at $1.01 per share                 116,000             12         116,988        117,000
               Issued for shares in Work Recovery, Inc.           200,000             20         187,480        187,500
               Issued as security for mortgage
                  payable (Note 8)                                210,000              1            -                 1
               Issued for options to purchase real
                  estate (Note 11)                                784,572             78       2,540,809      2,540,887
               Issued for cash at $10 per share, net
                  of offering costs of $77,000                    100,000             10         922,990        923,000
               Issued for services received                         6,000              6          59,994         60,000
               Shares returned and cancelled (Note 6)            (875,000)           (88)           -               (88)
               Gain on dilution of interest in
                  Tradesman (Note 3)                                 -              -          1,682,774      1,682,774
                                                            -------------  -------------  --------------  -------------

        At June 30, 1995                                        9,287,752  $         835  $    6,494,596  $   6,495,431
        ===============================================================================================================

</TABLE>



        Preferred shares




                                                         Shares         Amount

  Class A convertible preferred stock convertible into  
     common stock at $4.80 per share                         918,000  $      1

  Class B convertible preferred stock convertible into
     common stock at $5.20 per share                         381,323         1

  Class C convertible preferred stock convertible into
     common stock at $5.60 per share                         836,035         1

  Class D convertible preferred stock convertible into
     common stock at $6.00 per share                       1,055,700         1

  Class E convertible preferred stock convertible into
     common stock at $7.86 per share                       1,004,837         1
                                                        ------------  --------

                                                           4,195,895  $      5
  ============================================================================


<PAGE>







WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




9.      CAPITAL STOCK (cont'd.....)

        Stock options

        On  November  16,  1994,  the Company  granted  800,000  employee  share
        purchase  options.  The share  purchase  options  entitle  the holder to
        purchase  one share of the  Company  for each  option held at a price of
        $4.00 per share for a period of 10 years.

        Warrants

        On December 5, 1994, the Company issued 2,500,000 warrants. Each warrant
        gives the holder the right to purchase  one common  share in the Company
        in exchange for the exercise price noted, as follows:

                          Number of warrants                Exercise Price

                                   1,000,000                $        1.00
                                     500,000                         2.50
                                     500,000                         3.50
                                     500,000                         4.50

        The warrants expire on December 6, 1999.


10.     INVESTMENT IN JOINT VENTURE

        These consolidated  financial  statements include Queensland's 85% share
        of the assets,  liabilities  and  expenses of their joint  venture  with
        North Queensland as follows:


                                                      June 30,       June 30,
                                                          1995           1994

        Cash                                    $       32,551  $      25,318
        Accounts receivable and deposits                12,782          9,727
        Resource properties                                  1              1
        Equipment                                        2,507          1,927
        Accounts payable                                  (974)           (96)
                                                --------------  -------------

        Venturer's equity and advances          $       46,867  $      36,877
                                                ==============  =============


        Exploration and development expenditures$       78,264  $      20,168
        Administrative expenses                          3,695          5,433
                                                --------------  -------------

                                                $       81,959  $      25,601
        ======================================================================

        The  Company   incurred  an   additional   $3,695  (1994  -  $8,814)  of
        administrative  expenses  on behalf of the joint  venture.  Included  in
        administrative  expenses of the joint venture is $Nil (1994 - AUD$8,000)
        of management fees paid to a


<PAGE>



        director of  the Company.


<PAGE>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




11.     WRITE-OFF OF OPTIONS TO PURCHASE REAL ESTATES
<TABLE>
<CAPTION>

        On March 2, 1995,  the Company,  through its wholly owned  subsidiaries,
        Properties and Holdings,  entered into five separate option  agreements.
        The option  agreements gave the holder the right to purchase  commercial
        real estate  property in Australia.  The options were  exercisable for a
        period of one year. The purchase price for each option was as follows:
<S>     <C>                            <C>         <C>          <C>        <C>             <C>       <C>           <C>

                                   Option                               Common Shares Issued    Preferred shares issued
                                 Purchase                       Number                     Number

        Property name               Price          Cash      of Shares       Amount     of Shares                Amount
        ---------------------------------------------------------------------------------------------------------------

        Best Place          $   5,202,000  $     26,418        142,130  $   460,297       918,000  Class A     $      1
        121 Tamar Street        2,065,500        10,490         61,965      200,578       381,323  Class B            1
        Conway Court            5,202,000        26,418        146,306      473,821       836,035  Class C            1
        Conway Plaza            7,038,000        35,742        197,553      639,788     1,055,700  Class D            1
        Manchester              8,778,375        44,577        236,618      766,303     1,004,837  Class E            1
                            -------------  ------------   ------------  -----------  ------------              --------

                            $  28,285,875  $    143,645        784,572  $ 2,540,887     4,195,895              $      5
        ===============================================================================================================
</TABLE>

        Under the option  agreements,  the property owners were issued series A,
        B, C, D and E preferred shares as shown above,  which shares are held by
        an escrow  agent.  The  preferred  shares are  convertible  into  common
        shares,  on a  one-for-one  basis,  at the  discretion  of the  property
        owners.  If converted the property  owners may instruct the escrow agent
        to sell the common shares for cash.  When the cash raised by selling the
        common shares is sufficient to pay the option purchase  price,  title to
        the property will be transferred to the Company.

        Consideration  for the option  was the  payment of cash in the amount of
        $143,645,  the  issuance  of  784,572  common  shares  and the  issue of
        preferred  shares,  which have been  assigned  a nominal  value of $5 in
        total (see Note 9).  Subsequent  to June 30, 1995,  the options  expired
        unexercised,  consequently  all related costs have been  written-off  to
        operations.


12.     WRITE-OFF OF ADVANCES         


                                              1995            1994
        -----------------------------------------------------------

        Due from a director (Note 4)    $      173,005   $        -
        Other (Note 6)                         294,651            -
                                        --------------   ----------

                                        $      467,656   $        -
        ===========================================================


13.     INCOME TAXES

        At June 30,  1995,  the Company has the  following  approximate  amounts
        available to reduce taxable income of future years,  the tax benefits of
        which has not been reflected in the accounts.


                                               United States          Canada

 Losses - expiring 2000 to 2009               $      450,000   $     265,000
 Amounts deducted for accounting 
 purposes in        
 excess of amounts deducted for tax                5,015,000            -
                                                 --------------   ----------

                                              $    5,465,000   $     265,000
 ==============================================================================


<PAGE>


WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1995




14.     RELATED PARTY TRANSACTIONS

        During the year,  subsidiaries  of the Company  purchased  services from
        companies  with  directors  in common in the amount of  $12,623  (1994 -
        $4,530).  Included in accounts payable at June 30, 1995 is $23,731 (1994
        - $7,834) due to companies with directors in common.

        The mortgage payable by Wincanton (Aus) (Note 8) is due to a company 
        with directors in common.


15.     COMMITMENTS

        A  subsidiary  of the Company is  committed  to minimum  payments  under
        operating leases for premises for the next five years as follows:

           1996                            $      254,640
           1997                                   235,200
           1998                                   235,200
           1999                                   235,200
           2000                                   117,600


16.     SEGMENTED INFORMATION

The Company operates in Canada, United States and Australia.  Identifiable 
assets by geographic segment are as follows:


                        Canada   United States       Australia      Consolidated

Identifiable assets  $ 119,853   $   4,981,861   $   1,655,578     $   6,757,292
================================================================================

All expenses are corporate in nature.


17.     SUBSEQUENT EVENT

        A claim for approximately $30,000,000 has been made against the Company,
        Tradesman,  certain of its directors,  officers et al. alleging  various
        acts of fraud,  securities  violations and breaches of fiduciary duties.
        Counsel  is of the  opinion  that  the  plaintiff  have  breached  their
        agreement to provide technology to the Company and Tradesman and that no
        loss  should be  incurred.  The  Company is  defending  the claim and is
        unable  to  determine  at this  time  what  liability,  if  any,  it may
        ultimately have as a result of this claim. Any settlement resulting from
        this claim will be treated retroactively.





<PAGE>