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, 1996

                                       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)






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             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, 1996 was approximately $1,555,000.

                  The number of shares of Registrant's  common Stock outstanding
on June 30, 1996 was 9,287,752.








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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,  1996,  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.

During  the year ended  June 30,  1996,  the  Registrant  ceased its  activities
relating to the following:

1.       establishment of rehabilitation facilities;

2.       tree farming; and

3.       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,  1996,  the  Registrant  through is  subsidiary
company,  Tradesman  Industries,   Inc.("Tradesman"),  a  Delaware  corporation,
completed a prototype minivan. Efforts were expended on showing the prototype to
many  interest  parties  during the year.  Development  work on the  minivan was
suspended on or about March 31, 1996 due to lack of funding.

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.





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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.

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 1,  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. During the year ended June
30, 1996 it became evident that WRI may not have performed under





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the  consulting  agreement as their Form 10K for June 30, 1995 indicated that of
the $2,609,000  paid by the Registrant to WRI, only $600,000 has been recognized
in  proportion  to  identified  costs  incurred  and  that  $2,009,000  has been
deferred.  The  Registrant is  considering  an attempt to recover the funds paid
under this agreement.

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.

During the year ended June 30,  1996 WRI was placed  into  receivership  and the
future of the relationship described above is uncertain.

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,  in the United States,  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. The interests are





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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





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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





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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 totaled 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.  

     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. 

     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  in  the  future  and  if  results  warrant   additional   exploration,
$1,000,000.  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





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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





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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.





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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  intended 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





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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.

During the year ended June 30, 1996 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.  During the
year ended June 30, 1996 three of the required payments was made and as a result
the agreement is in default.

The President of the Registrant owns approximately 19% 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





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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.






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The Registrant  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.  During the year ended June 30,
1996 WRI has been  placed in  receivership  and will be unable  to  fulfill  its
commitment to the Registrant under the Consulting Agreement.

In May 1996, Wincanton (Aust) Pty. Ltd. sold all of its assets in
a non-arms length transaction.  The asset were exchanged for debts
owing to related parties including directors and company's with
directors in common with Wincanton (Aust) Pty. Ltd.  The amounts
owing to the related parties resulted from the advance of cash to
perform the necessary tree maintenance on the tree farm, mortgage
payments made on behalf of the company and for services rendered to
he company.  The Registrant has ceased the operations of Wincanton
(Aust) Pty. Ltd. due to continuing unsustainable losses.


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





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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.

During the year ended June 30, 1996, 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






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During the 1996 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,  1996,  the  Company  incurred  expenses  of
approximately    $267,000   for   Company   sponsored    research,    automotive
design/engineering,  development  of 1  prototype  vehicle  and market  research
activities.

Employees

At June 30, 1996, 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  leased  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.  On or about
March 31, 1996 the Registrant  terminated the lease and vacated the premises and
expects to pay no further rent on same.

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.  During the year ended June 30,  1996 the  Company has
negotiated a





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termination of this lease and vacated the space.

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. All of the remaining counts were dismissed during the year ended June 30,
1996.

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





<PAGE>




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

(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.





<PAGE>





     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, 1996                     0.50              0.28
     Quarter ended March 31, 1996                    1.00              0.28
     Quarter ended December 31, 1995                 5.25              0.28
     Quarter ended September 30, 1995                11.62
     5.25
     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, 1993                  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 June 30, 1996 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

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, 1996,  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>

As at and for the years ended December 31,


                         1989        1990         1991        1992         1993
===============================================================================
                                                                               
Sales                    Nil         Nil           Nil         Nil          Nil
Loss from continuing     ($8,596)    ($1,411)   ($12,875)   ($2,408) ($234,846) 
operations
Loss from continuing     ($0.01)     Nil            ($0.01)    Nil       ($0.06)
operations per share
Total Assets              $3,701     $2,290         $164       $277   $386,977  
Long term obligation     Nil         Nil           Nil         Nil         Nil 
Dividends declared       Nil         Nil           Nil         Nil         Nil



                       As at and for  As at and for  As at and for Inception on
                       the period     the year       the year       October 5, 
                       ended June     ended June     ended  June   1987 to June 
                        30, 1994       30, 1995       30, 1996       30, 1996 
================================================================================
Sales                         Nil          Nil         Nil          Nil      
Loss from continuing   ($424,715)   ($16,887,396) ($1,800,760) ($19,871,644) 
operations                                             
Loss from continuing        ($0.06)      ($1.80)         ($0.19)      N/A  
operations per share                                    
Total Assets           $2,506,062    $6,757,292      $355,768         N/A 
Long term obligation     $181,300          Nil         Nil          Nil     
Dividends declared          Nil            Nil         Nil          Nil  
                                                                             






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 years ended June 30, 1996,  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 1996.

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





<PAGE>




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, 1996.  Work Recovery, Inc. was placed into
receivership during the year ended June 30, 1996 and the future of
this license is uncertain.

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. During the year ended June 30, 1996, Australia
sold all of its assets in a non-arms length transaction in exchange for debt.

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.  During the year ended June 30, 1996,
McGee  Settlement  Trust and Robert Page have sued the Registrant.  (see Item 1,
Specialty Vehicles and Item 3, Legal proceedings).

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





<PAGE>




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.

The option agreements expired unexercised during the year ended June 30, 1996.

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





<PAGE>




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, 1996
to completion of Tradesman's prototype vehicle development.

Work Recovery, Inc. was placed in receivership during the year
ended June 30, 1996 and the future concerning the agreements
discussed above is uncertain.

Liquidity and capital resources

Year ended June 30, 1996 compared to the year ended June 30, 1995

At June 30, 1996,  the  Registrant has $149,069 of current assets and $8,433,047
in current  liabilities  compared to $4,799,800 of current assets and $9,487,528
of current  liabilities as at June 30, 1995. This decrease in working capital is
the result of several factors:

-    accounts  payable  includes  $8,251,499  due to Work  Recovery,  Inc. being
     $6,751,499 the balance due under the one year consulting  agreement entered
     into on July 1, 1994 and  $1,500,000  the  balance  due  under the  license
     agreement dated April 15, 1994.

-    amounts and notes  receivable  decreased from  $2,686,069 to $16,208 due to
     the receipt during the year of $2,525,001  from Work Recovery,  Inc. in the
     form of common shares. This payment represented the final instalment on the
     purchase by WRI of the Distribution License.

-    Current portion of mortgages  payable decreased from $688,500 to $nil, as a
     consequence  of the sale of all of the  assets  from  Australia  in the non
     arms-length transaction described elsewhere in this document.

-    As a result of the discontinued operations in Wincanton (Aust)
     Pty. Ltd. the income tax liability has decreased from $166,095 to $nil.


<PAGE>

Results of operations

The financial statements attached, have been restated in the prior
years to give effect to the discontinued operation of Wincanton
(Aust) Pty. Ltd.

The Registrant's  loss for the year ended June 30, 1996 was $1,800,760  compared
to $16,887,396 for the year ended June 30, 1995. The decrease in the loss amount
is a result of several factors.

Administrative  expenses  for the year  ended  June  30,  1996  were  $1,758,630
compared to $11,510,353  for the year ended June 30, 1995.  Consulting fees were
reduced to  $442,571  from  $9,895,005  in the prior  year.  This  reduction  is
directly related to the WRI Consulting Agreement for $9,600,000 booked in 1995.

Other  expenses  were  $335,582  which is up slightly  form the $305,544 for the
prior  period,  such  increase due to the increased  activity  within  Tradesman
Industries Inc.

Professional fees for the year ended June 30, 1996 were $561,591
compared to $263,564 for the previous period.  This increase is due
to the legal defenses of the law suits brought against Tradesman
(see Item 3. - Legal Proceedings)

Promotion expense was $32,016 compared to $182,500.

Research and  development  expenses  for the current year were $100  compared to
$437,133  for the  prior  year.  This  decrease  is a result of the write off of
amounts  expended on the Thanksmate  technology and prototypes being written off
during the prior year.

Travel and  entertainment  expense  decreased to $173,733  compared to $318,897.
This decrease resulted from less travel required during the year.






<PAGE>




Wages  increased to $197,196 during the year ended June 30, 1996 up from $88,717
the prior year. This increase is due mainly to the increased  number of clerical
staff employed during the year.

The  registrant  recorded a loss on sale of  investments  of $35,691  during the
current year  compared to nil the year before.  This loss relates to the sale of
its Saddle Mountain Timber Corp. shares.

Advances  from a director  were  written down in the current year by $793,481 to
there  estimated net  realizable  value.  The  corresponding  write down for the
previous  year  was  $467,656.  If and  when  these  advances  are  repaid,  the
registrant will record a recovery of advances previously written-off.

As a part of the transfer of assets from  Australia,  the Registrant  recorded a
loss on the sale of capital assets of $86,832.

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 $4,799,800 of current assets and $9,487,528
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.  In addition,  accounts  payable  include  $1,500,000  to WRI under a
     license agreement described elsewhere in this document.

-    mortgage  payable of  $688,500  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,  all of which is due
     within one year.






<PAGE>




These decreases to working capital are offset by the following:

-    the sale of the master  distribution  license to WRI wherein $2,525,000 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 financial statements attached, have been restated in the prior
years to give effect to the discontinued operation of Wincanton
(Aust) Pty. Ltd.

The Registrant's loss for the year ended June 30, 1995 was $16,887,396  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  $11,510,353
compared to $207,001  for the six months ended June 30,  1994.  Consulting  fees
incurred during the year increased to $9,895,005 compared to $53,621 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





<PAGE>




     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.

Other expenses  increased to $305,544  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 $263,564
compared to $70,718 for the previous period.  This increase is due





<PAGE>




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.

Research and  development  cost  increase to $437,133 from nil. This increase is
due to the write off of costs related to the  Thanksmate  technology,  which was
abandoned in 1995.

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.

Wages expense was $88,717 compared to nil for the previous year.
Tradesman Industries, Inc. began hiring staff in 1994 for its
operations.

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,  such
gain being included in additional paid-in capital.

The Registrant also recorded an unrealized loss on available for sale securities
in the amount of $101,428. This amount represents the decline in value of common
shares held Saddle Mountain Timber Corporation.

The real estate options have been written off resulting in a loss of $2,684,537,
because the option subsequent to June 30, 1995 expired, unexercised.

Certain  advances were written off totaling  $467,656,  being amounts due from a
director,  $173,005  and the  remainder,  $294,651 due from a director of Saddle
Mountain Timber Corp.

Licenses were written down by $1,500,000, being the amount due





<PAGE>




under the WRI license described elsewhere in this document.  WRI has been placed
into receivership  subsequent to June 30, 1995 and the value of this license has
been written down to a nominal value.

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.

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.





<PAGE>




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





<PAGE>




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





<PAGE>





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                   41
38 Orchid Avenue                         the Board and
Surfers Paradise                         President
Queensland, Australia

Henri Hornby                             Secretary                     40
3653 Hemlock Court                       and Director
Reno, Nevada, 89509

Carl Kosnar                              President                     58
2043 San Elijo Avenue                    Tradesman Industries, Inc.
Cardiff by the Sea, California, 92007

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 August 1994, and became President and





<PAGE>




Chief Executive Officer in August 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, 1996,  one executive  officer or key employee
received aggregate direct remuneration of $96,000.  All officers,  directors and
principal  shareholders  as a group received  aggregate  direct  remuneration of
$139,000 of the $197,196 reported in wages expense.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following  table sets forth, as of June 30, 1996, 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





<PAGE>




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.

A director of one of the Registrants subsidiary companies,
Wincanton (Aust) Pty. Ltd. is also a director of Dominion Estates
Pty. Ltd., the company which acquired the Registrant's Australian
assets.
                                     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 ___.

(2)      Financial Statements Schedules.  Not Applicable.

(3)      Exhibits:

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





<PAGE>




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





<PAGE>




           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)





<PAGE>




   (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.

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

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






<PAGE>





                                   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:  January __,1997


                              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

     Title page                                                    F-1

     Report of Independent Chartered Accountants                   F-2

     Comments by Auditor for U.S. readers on Canada - U.S.
     Reporting Conflict                                            F-2

     Consolidated Balance Sheets as at June 30, 1996 and
     1995                                                        F-3, F-4
 
    Consolidated Statements of Operations and Deficit
      Accumulated during the Development Stage
     Year ended June 30,  1996,  1995,  six months  
      ended June 30, 1994 and year
      ended December 31, 1993
      and from inception to June 30, 1996                         F-5

     Consolidated Statement of Changes in Financial 
     Position Year ended June 30,
     1996,  1995,  six months ended June 30, 
     1994 year ended  December 31, 1993
     and from inception
     to June 30, 1996                                           F-6, F-7

     Notes to Consolidated Financial Statements                F-8 to F-19





<PAGE>




                              WINCANTON CORPORATION


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


                                  JUNE 30, 1996






<PAGE>








                                AUDITORS' REPORT


To the Shareholders of
Wincanton Corporation
(A Company in the development stage)

We have audited the  consolidated  balance  sheets of Wincanton  Corporation  (a
company  in the  development  stage)  as at  June  30,  1996  and  1995  and the
consolidated  statements  of  operations  and  deficit  accumulated  during  the
development  stage and changes in  financial  position for the years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at June 30, 1996 and 1995 and
the results of its operations and the changes in its financial  position for the
years then ended in accordance with generally accepted accounting principles.

The audited consolidated statements of operations and deficit accumulated during
the development stage and changes in financial position for the six month period
ended June 30, 1994 and for the year  December  31, 1993 were  examined by other
auditors who expressed an opinion  without  reservation  on those  statements in
their report dated September 9, 1994.



Vancouver, Canada                                       Chartered Accountants

November 13, 1996

                      COMMENTS BY AUDITORS FOR U.S. READERS
                       ON CANADA - U.S. REPORTING CONFLICT


In the United States, reporting standards for auditors require the expression of
a qualified opinion





<PAGE>




when the financial statements are affected by significant  uncertainties such as
those referred to in Note 1 to these financial statements.  The above opinion in
our report to  shareholders  dated September 3, 1996 for the year ended June 30,
1995 is not  qualified  with  respect to, and  provides no  reference  to, these
uncertainties  since such an opinion  would not be in  accordance  with Canadian
reporting standards for auditors when the uncertainties are adequately disclosed
in the financial statements.



Vancouver, Canada                                        Chartered Accountants

November 13, 1996





<PAGE>




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


                                               1996                      1995
                                               ------------------------------




ASSETS


Current

     Cash                               $    32,096            $       2,113,731

     Amounts and notes receivable (Note 3)   16,208                    2,686,069

     Due from a director (Note 4)           100,765                    -
                                           ----------------           ----------

                                            149,069                    4,799,800
 
Resource properties (Note 5)                     1                             1

Investments, advances and licences (Note 6)  35,020                      890,952

Capital assets (Note 7)                     171,678                    1,066,539
                                    ---------------           ------------------

                                        $   355,768           $        6,757,292
                                   =============================================






<PAGE>



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





<PAGE>
































































<PAGE>




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


                                                          1996              1995
                                                  ------------------------------




LIABILITIES AND SHAREHOLDERS' EQUITY

Current

 Accounts payable and accrued liabilities (Note 3)  $8,433,047       $8,632,933
 Current portion of mortgage payable (Note 8)          -                688,500
 Income taxes payable                                  -                166,095
                                                  ------------     -------------

                                                     8,433,047        9,487,528
Unearned revenue (Note 3)                            5,005,251        8,535,251
                                                ---------------    -------------

                                                    13,438,298       18,022,779
                                                 --------------  ---------------

Shareholders' equity Capital stock (Note 9)
   Authorized
      15,000,000   preferred shares
      15,000,000   common shares, par value of $0.0001 per share
   Issued
       9,287,752   common shares (1995 - 9,287,752)        835              835
       4,195,895   preferred shares (1995 - 4,195,895)       5                5
     Additional paid-in capital (Note 9)             6,494,596        6,494,596
     Cumulative translation adjustment                 (14,764)           1,519
     Deficit, accumulated during 
          the development stage                    (19,563,202)     (17,762,442)
                                                   -------------  -------------
                                                   (13,082,530)     (11,265,487)
                                                  --------------  -------------
                                                  $     355,768   $   6,757,292
================================================================================
    


Continuing operations (Note 1)
Commitments (Notes 3 and 6)
Contingency (Note 16)

On behalf of the Board:




 ____________________________Director   _______________________________Director





<PAGE>































































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





<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   Year Ended   Ended     Year ended
                to June 30,      June 30,     June 30,    June 30,  December 31,
                1996             1996         1995         1994      1993
-------------------------------------------------------------------------------
    



Exploration and development
expenditures on resource
properties       $   182,871   $    26,783  $    78,264  $    20,168    $57,656
                  -----------   -----------  -----------  ----------- ----------
     

Administration expenses
Consulting        10,391,197       442,571    9,895,005       53,621       -
Financing costs       49,306          -            -            -        18,749
Joint venture 
 operations
 (Note 10)            82,358        15,841       18,993       14,247     33,277
Management fees        5,000          -            -            -         5,000
Other                710,940       335,582      305,544       26,188     42,090
Professional fees    926,682       561,591      263,564       70,718     30,809
Promotion            214,516        32,016      182,500         -         -
Research and 
  development        437,233          100       437,133         -         -
Travel and 
 entertainment       598,535       173,733      318,897       42,227     63,678
Wages                285,913       197,196       88,717         -         - 
                    ----------   -----------  -----------  --------  -----------

                  13,701,680     1,758,630   11,510,353      207,001    193,603
                   -----------   -----------  -----------  ---------  ----------
    

Other income (expenses)
Unrealized loss on 
  available for sale
  securities 
  (Note 6)         (101,428)         -        (101,428)        -          -
Write-down of 
licence (Note 6) (1,500,000)         -      (1,500,000)        -          -
Loss on sale 
 of investments     (64,305)      (35,691)     (28,614)        -          -
Write-off of 
 options to purchase
  real estate 
  (Note 11)      (2,684,537)         -      (2,684,537)        -          -





<PAGE>




 Write-off of 
   advances 
   (Note 13)     (1,261,137)     (793,481)    (467,656)        -           -
 Loss on sale of 
  capital assets    (86,832)      (86,832)        -            -           -
                  -----------   -----------  -----------  --------
     

                 (5,698,239)     (916,004)  (4,782,235)        -           -
                -----------   -----------  -----------  -----------   ---------
   

Loss before 
 discontinued 
 operations 
 and non-
 controlling 
 interest       (19,582,790)   (2,701,417) (16,370,852)    (227,169)   (251,259)

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

Loss before 
 discontinued 
 operations     (19,370,313)   (2,701,417) (16,183,876)    (218,081)   (234,846)

Income (loss) 
 from discontinued 
 operations 
 (Note 12)           (9,497)      900,657     (703,520)    (206,634)       -  
                 -----------   -----------  -----------  -----------  ---------

Loss for 
 the period     (19,379,810)   (1,800,760) (16,887,396)    (424,715)   (234,846)

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

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       $(19,563,202) $ (19,563,202)$ (17,762,442)$  (875,046) $(266,939) 
================================================================================


Loss per share                 $       (0.19) $      (1.80) $   (0.06)$   (0.06)
================================================================================







<PAGE>































































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





<PAGE>




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

                                                                              Six Months  
                                     From Inception   Year Ended   Year Ended   Ended     Year Ended    
                                                                                  
                                     to June 30,      June 30,     June 30,     June 30,  December 31,              
                                                                     
                                     1996             1996         1995         1994      1993        
  ---------------------------------------------------------------------------------------------------
     



CASH PROVIDED BY (APPLIED TO):


CONTINUING OPERATIONS

     Loss from continuing operations  $(19,370,313) $(2,701,417) $(16,183,876)$  (218,081) $ (234,846)

     Items not affecting cash:
       Amortization of
       organization costs                      515          -            -            -          -
       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             1,261,137       793,481      467,656         -          -
       Write-down of licences            1,500,000          -       1,500,000         -          -
       Loss on sale of capital assets       86,832        86,832         -            -          -
       Loss on sale of investments          35,691        35,691         -            -          -
       Other                                 1,519          -           9,749      (15,384)     7,154

     Changes in non-cash working capital:
       Amounts and notes receivable      3,112,792     2,669,861      463,401       (7,529)   (12,941)
       Due from a director                 (86,270)     (100,765)      61,901       30,686    (78,092)
       Accounts payable and 
       accrued liabilities               7,631,785      (199,886)   7,756,915       62,143     12,513     
                                        -----------   -----------  -----------  -----------   --------
     

                                        (3,030,995)      583,797   (3,128,937)    (148,165)  (306,212)
                                        -----------   -----------  -----------  -----------  ---------
    
DISCONTINUED OPERATIONS





<PAGE>




     Income (loss) from 
     discontinued operations              (9,497)       900,657     (703,520)    (206,634)      -

     Items not affecting cash:
       Loss on sale of investments       587,826       587,826         -            -           -
       Gain on sale of plantation 
        maintenance obligation          (221,888)     (221,888)        -            -           -

     Changes in non-cash working capital:
       Accounts payable and accrued 
       liabilities                       801,262          -          801,262         -          -
       Income taxes payable                 -         (166,095)      (39,140)     205,235       -


     Proceeds from sale of 
       capital assets                    391,701       391,701         -            -           -
     Proceeds from sale of investments   148,629       148,629         -            -           -
     Long-term debt                         -         (688,500)     160,510      527,990        -
     Investments                        (736,455)         -        (736,455)        -           -
     Capital assets                     (764,855)      (12,343)     (12,512)    (740,000)       -
     Unearned revenue                    692,000    (1,530,000)   2,000,000      222,000        -
     Other                                31,921        31,921         -            -           -
                                        -----------   -----------  -----------  --------   ----------

                                         920,644      (558,092)   1,470,145        8,591       -
                                        -----------   -----------  -----------  ----------- ---------
    


</TABLE>




                                                 -   continued  -






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





<PAGE>




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



                                                                  Six Months
                            From Inception Year Ended  Year Ended  Ended    Year Ended    
                                                                                          
                            to June 30,    June 30,    June 30,   June 30,  December 31,  
                                                                                          
                            1996           1996        1995       1994      1993              ---------------
------------------------------------------------------------------------------------
                                                                           



Continued.....


FINANCING ACTIVITIES
Due to a director     $      -      $      -     $      -     $      -   $ (13,070)
Unearned revenue          630,827    (2,000,000)   2,630,827         -          -
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)      -
                          ---------   -----------  -----------  -----------  --------


                        4,154,357    (2,000,000)   5,236,600      283,608  601,879
                       -----------   -----------  -----------  -----------  ---------



INVESTING ACTIVITIES
 Resource properties          (1)          -           -            -           (1)
 Investments, advances
 and licences         (1,582,882)     (136,500)  (1,156,194)    (290,188)         -
 Capital assets         (321,989)       (7,962)    (281,249)     (30,902)   (1,876)
 Options on real estate (143,645)         -        (143,645)        -             -
 Organization cost          (515)         -            -            -             -
 Proceeds from sale 
  of capital assets       16,436        16,436          -           -             -
 Proceeds from sale 
  of investments          20,686        20,686         -            -             -
                       -----------   -----------  -----------  ----------   ---------


                      (2,011,910)     (107,340)  (1,581,088)    (321,090)   (1,877)
                       -----------   -----------  -----------  -----------  ---------
 







<PAGE>




Change in cash 
  position during 
  period                32,096    (2,081,635)   1,996,720    (177,056)     293,790


Cash, beginning 
 of period                -        2,113,731      117,011      294,067         277                              
                    -----------   -----------  -----------  -----------  ----------


Cash, end of period $    32,096   $    32,096  $ 2,113,731  $   117,011  $ 294,067
==================================================================================
     


</TABLE>




<PAGE>































































              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, 1996




1.      CONTINUING OPERATIONS

        These consolidated  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, 1996 of
        $13,082,530.   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 16 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) Obtaining dismissal of any legal obligation to pay Work Recovery, 
           Inc. for the accrued consulting fees described in Note 3.

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

        As at June 30, 1996,  the Company had a working  capital  deficiency  of
$8,283,978.



2.      SIGNIFICANT ACCOUNTING POLICIES

        Principles of consolidation

        The Company was incorporated on October 5, 1987 under the laws of the 
State of





<PAGE>




        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)   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.

        iii)   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.

        iv)    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,  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, 1996




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





<PAGE>




        of companies which are available for sale are initially recorded at cost
        with  subsequent  unrealized  gains and  losses  included  in a separate
        component of  shareholders'  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.





<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




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


        Research and development costs

        Research and development costs are charged to operations as incurred.


        Loss per share

        Loss per share is  calculated  based on the weighted  average  number of
        shares  outstanding during the year ended June 30, 1996, being 9,287,752
        shares  (year ended June 30, 1995 - 9,387,738  shares;  six months ended
        June 30, 1994 - 7,098,000  shares;  and year ended  December  31, 1993 -
        3,375,000 shares).



3.      AMOUNTS AND NOTES RECEIVABLE



                                                                             
                                                    1996            1995
        ------------------------------------------------------------------------

        Work Recovery, Inc.                          $1           $  2,525,001

        Other                                    16,207          161,068
                                                 ------        ---------

                                                $16,208      $  2,686,069
        ========================================================================







<PAGE>




        Work Recovery, Inc.


        The Company entered into an agreement with Work Recovery,  Inc.  ("WRI")
        to issue common shares  representing  a 10% interest in  Tradesman.  The
        Company  received common shares of 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.  As at June 30,  1996,  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, 1996




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.  During the
        year,  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 been  placed into  receivership  and WRI is  currently  under
        investigation  by  the  Securities   Exchange   Commission  for  various
        securities  violations.  The  Company  will  retain  the  $6,750,000  in
        accounts  payable  and  accrued  liabilities  until  such time as it has
        determined the liability has been legally dismissed.


        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) was 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.





<PAGE>




        On May 14, 1996, Wincanton (Aus) sold the forestry land and improvements
        to  Dominion  Estates  Pty Ltd.,  a company  related  to a  director  of
        Wincanton  (Aus),  in exchange for amounts owing.  Dominion  Estates Pty
        Ltd.  also  undertook  to  fulfill  obligations  to  the  owner  of  the
        plantation resulting in a gain of $221,888 to Wincanton (Aus) (Note 12).



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 $593,981 to a
        director were  uncollectible  and consequently  wrote-off the amounts to
        operations (Note 13).



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.





<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




5.      RESOURCE PROPERTIES (cont'd.....)


        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.




6.      INVESTMENTS, ADVANCES AND LICENCES



                                      Total
        Total
                                   Advances            1996          1995

        Thanksmate Pty. Ltd.            $-          $  -            $  100
        Saddle Mountain Timber Corp.    -              -               792,832
        Work Recovery Inc.              20             20              20
        Other                           35,000         35,000          98,000
                                        ------       --------        --------





<PAGE>


                                       $35,020     $  35,020       $  890,952
        ========================================================================



        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 and  written-off to research and
        development in 1996.

        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.).  During the year, all of the claims under this  litigation  were
        dismissed.


        Saddle Mountain Timber Corp.

        The Company  owned  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 had been  classified as "available for sale".  The value of
        these shares had declined since acquisition,  the decline was considered
        to be other than temporary,  and accordingly the shares were recorded at
        their market value at June 30, 1995.  These shares were sold in 1996 for
        a further loss of $623,517.





<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




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, 1996,  the  $1,500,000  remains  unpaid and is
        included in accounts payable and accrued  liabilities.  During the year,
        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


        The  Company  previously  advanced  $392,651  to a  director  of  Saddle
        Mountain  Timber Corp. The advances are  non-interest  bearing,  with no
        fixed  terms of  repayment.  During  the year,  the  Company  advanced a
        further  $199,500 and received  586,000 shares of Saddle Mountain Timber
        Corp. with a market value of $63,000 as repayment. The Company agreed to
        settle





<PAGE>




        the remaining balance for Cdn $50,000 (U.S. $35,000).  Consequently, 
        $199,500 (1995 - $294,651) has been written-off to operations (Note 13).



7.      CAPITAL ASSETS



                                                   Accumulated
        Net Book Value
                                  Cost           Depreciation1996          1995


        Land                      $-          $  -       $  -         $  331,466
        Plantation assets           -            -          -            495,271
        Vehicles                  169,148        -          169,148      137,458
        Furniture and equipment   2,530          -            2,530       97,812
        Leasehold improvements    -              -          -              4,532
                                  ----         ------     ------         -------

                             $     171,678  $   -        $  171,678 $  1,066,539
        ========================================================================







<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




8.      MORTGAGE PAYABLE


                                                 1996            1995
        ------------------------------------------------------------------------

        Mortgage payable                     $  -            $  688,500
        Current portion                         -               (688,500)
                                              ------          ----------

                                             $  -            $  -
        ========================================================================

        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  was due on  demand,  and  accordingly  the  entire  amount was
        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 (Note 12).


9.      CAPITAL STOCK

        Capital  stock  issued from  incorporation  of the Company on October 5,
1987 to June 30, 1996 is summarized as follows:
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>           <C>         <C>     
   

                                                 Capital Stock       Additional
                                                       Amount          paid-in
                                                      Shares           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 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

</TABLE>

                                            -  continued  -





<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




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


<TABLE>
<CAPTION>

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


                                                                           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, 1996 and 1995                               9,287,752      $835      $  6,494,596    $  6,495,431
        =============================================================================================================

</TABLE>




        Preferred shares






<PAGE>







 Preferred stock
                                                              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, 1996




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:






<PAGE>






                                                    June 30,        June 30,
                                                   1996                 1995

  Cash                                         $       2,351  $       32,551
  Accounts receivable and deposits                     7,543          12,782
  Resource properties                                      1               1
  Equipment                                            2,530           2,507
  Accounts payable                                      -               (974)
                                               -------------  --------------

  Venturer's equity and advances               $      12,425  $       46,867
                                               =============  ==============


  Exploration and development expenditures     $      26,783  $       78,264
  Administrative expenses                             12,282           3,695
                                               -------------  --------------

                                               $      39,065  $       81,959
      ==========================================================================






<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




11.     WRITE-OFF OF OPTIONS TO PURCHASE REAL ESTATE

        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:


                         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 St   2,065,500    10,490   61,965    200,678     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
        ========================================================================


        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).  During the 1995 fiscal  year,  the options  expired
        unexercised  and  consequently  all related  costs were  written-off  to
        operations.





<PAGE>





12.     DISCONTINUED OPERATIONS

        On January 12, 1994, the Company incorporated  Wincanton (Aust) Pty Ltd.
        ("Wincanton  (Aus)")  under  the  laws  of  Australia.  Wincanton  (Aus)
        commenced  operations  in  Australia  in January,  1994,  its  principal
        business was growing trees.

        During the  current  year,  Wincanton  (Aus)  ceased  operations  due to
        continuing and unsustainable  losses. At June 30, 1996 there were assets
        of $45 and liabilities of $810,371.  The Company's remaining  investment
        in and advances to Wincanton (Aus) have been  written-off in the current
        year.

        The operating results of this discontinued  business have been disclosed
        separately  from  the  Company's   continuing   operations.   Additional
        information is as follows:



                                  1996           1995          1994        1993
 -------------------------------------------------------------------------------

 Loss before income taxes         $(666,948)  $   (747,083)     $  (1,400) $  -
 Income tax recovery (provision)  -                 43,563       (205,234)    -
 Gain on discontinued operations  1,567,605              -           -        -
                                  ---------      ------------   ----------  ----

 Income (loss) from discontinued 
     operations                   $ 900,657   $   (703,520)     $(206,634) $  -
 ===============================================================================

 Income (loss) per share from
    discontinued operation        $0.10       $   (0.07)       $    (0.03) $   -
 ===============================================================================






<PAGE>




WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




13.     WRITE-OFF OF ADVANCES


                                                        1996             1995
        -----------------------------------------------------------------------

        Due from a director (Note 4)                  $      593,981   $173,005
        Other (Note 6)                                       199,500    294,651
                                                       -------------- ----------

                                                      $      793,481   $467,656
        ========================================================================




14.     INCOME TAXES

        At June 30,  1996,  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>




15.     RELATED PARTY TRANSACTIONS

        During the year,  subsidiaries  of the Company  purchased  services from
        companies  with  directors  in  common in the  amount of $3,214  (1995 -
        $12,623).  Included in accounts payable at June 30, 1996 is $Nil (1995 -
        $23,731) due to companies with directors in common.

        During the year, Wincanton (Aus) sold its forestry land and improvements
        to  Dominion  Estates  Pty Ltd.,  a company  related  to a  director  of
        Wincanton  (Aus),  in exchange for amounts owing.  Dominion  Estates Pty
        Ltd.  also  undertook  to  fulfill  obligations  to  the  owner  of  the
        plantation resulting in a gain of $221,888 to Wincanton (Aus) (Note 12).



16.     CONTINGENCY

        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 has breached its 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>



WINCANTON CORPORATION
(A Company in the development stage)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars)
JUNE 30, 1996




17.     SEGMENTED INFORMATION

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


                                         1996             1995
        --------------------------------------------------------

        Australia                     $-           $   1,655,578
        Canada                         15,107            119,853
        United States                 340,661          4,981,861
                                      -------       ------------

                                      $355,768     $   6,757,292
        ========================================================


        All expenses are corporate in nature.







<PAGE>