U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

[x]    Quarterly  report  under Section 13, or 15 (d) of the Securities Exchange
       Act of 1934

               For the quarterly period ended June 30, 2004
                                              ------------------

[ ]    Transition report under Section 13 or 15 (d) of the Exchange Act

        For the transition period from ______________ to ______________

                         Commission file number 0-12122
                                                -------

                                 WINCROFT, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Colorado                                        84-0601802
-------------------------------                  -------------------------------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)


                 18170 Hillcrest, Suite 100, Dallas, Texas 75252
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (972) 612 1400
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days. [x] Yes [x] No

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [x] Yes [x] No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,440,100 common stock, no par value.

<PAGE>

                                 WINCROFT, INC.
                                 and subsidiary

                                      INDEX


                                                                        Page
                                                                        No.
                                                                        ----


Part I - FINANCIAL INFORMATION:

  Item 1. Condensed Balance Sheets                                        3

          Condensed Statements of Operations                              4

          Condensed Statements of Cash Flows                              5

          Notes to Condensed Financial Statements (unaudited)             6

  Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           7

Part II - OTHER INFORMATION                                               7







                                        2
<PAGE>

                          WINCROFT, INC. and subsidiary

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                  BALANCE SHEET

                                     ASSETS

                                                               June 30,
                                                                 2003
                                                             -----------

Current Assets:
  Cash                                                       $       150


Total Assets                                                 $       150

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable                                           $     8,465

TOTAL LIABILITIES                                            $     8,465

Stockholders' Equity (Deficit):
  Common stock no par value,
    75,000,000 shares authorized; 4,440,100 shares
    issued and outstanding                                        10,280
  Preferred Stock 25,000,000 authorized $.01 par value
    None issued
  Additional paid in capital                                   1,168,152
  Retained Earnings (Deficit)                                 (1,185,614)
  Less treasury stock, 7,496,223 shares at cost                   (1,133)
                                                                  (8,315)

                                                             $       150



              See accompanying notes to these financial statements.

                                        3
<PAGE>

                          WINCROFT, INC. and subsidiary
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                       Three Months Ended
                                                            June 30
                                                       2004          2003
                                                   -----------   -----------
Sales                                              $      --     $      --

Cost of Sales                                             --            --

Gross Profit                                              --            --

Operating Expenses:
  Administrative expenses                                 --            --



Net Income (Loss)                                  $     --      $      --

Net Income (Loss) per share*                       $     --      $      --

Weighted Average Number of
  Shares outstanding                                4,440,100      4,440,100


*less than (.01) per share



              See accompanying notes to these financial statements.

                                        4
<PAGE>

                          WINCROFT, INC. and subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                       Three Months Ended
                                                            June 30
                                                       2004          2003
                                                   -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                $      --     $      --
  Adjustments to reconcile net income (loss)
    to net cash from operating activities:
  Increase in accounts payable                            --            --
  Net cash used by operating activities                   --            --

CASH FLOW FROM INVESTING ACTIVITIES:
  Net cash used by investing activities                   --            --

CASH FLOW FROM FINANCING ACTIVITIES:
  Net cash provided (used) by financing activities        --            --

NET INCREASE (DECREASE) IN CASH                           --            --

CASH AT BEGINNING OF PERIOD                                150           150

CASH AT END OF PERIOD                              $       150   $       150

SUPPLEMENTAL INFORMATION:
  Cash paid for interest                           $      --     $      --
  Cash paid for income taxes                       $      --     $      --


              See accompanying notes to these financial statements.

                                        5
<PAGE>

                          WINCROFT, INC. and subsidiary
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Financial Statements
--------------------

The accompanying unaudited financial statements have been prepared in accordance
with  the   instructions   to  Form  10-QSB  and  do  not  include  all  of  the
informationand  footnotes required by generally accepted  accounting  principles
for complete financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the audited  financial  statements
and notes thereto included in the  Registrant's  annual Form 10-KSB for the year
ended March 31, 2004.











                                        6
<PAGE>

Item 2. Management Discussion and Analysis of Financial Condition and Results of
        Operations

There  was no  revenue  for  the  period.  The  Company  is now  seeking  merger
opportunities.

Liquidity and Capital Resources
-------------------------------

The  Registrant  has met its  shortfall  of funds from  operations  during prior
periods by the sale of its majority owned subsidiaries  assets, and by borrowing
from its Directors and companies affiliated with its Directors. Net cash used by
operating  activities  for the three  months was $0 ($0 2003).  Net cash used by
investing  activities was $0 ($0 in 2003) and by financing activities was $0 ($0
in 2003).

The  Registrant's  present  needs  for  liquidity  principally  relates  to  its
obligations for its SEC reporting  requirements and the minimal requirements for
record  keeping.  The  Registrant  has limited  liquid assets  available for its
continuing  needs.  In the  absence  of any  additional  liquid  resources,  the
Registrant will be faced with cash flow problems.

PART II - OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits:

          (1)  Articles  of   Incorporation:   Incorporated   by   reference  to
               Registration Statement filed on Form 10, May 10, 1984; File No.
               0-12122

 (2)  Bylaws: Incorporated by reference as immediately above.

31.1     Certification of Chief Executive  Officer Pursuant to Rule 13a-14(a) or
         Rule 15d-14(a).

31.2     Certification of Chief Financial  Officer Pursuant to Rule 13a-14(a) or
         Rule 15d-14(a).

32.1     Certification of Chief Executive  Officer Pursuant to Rule 13a-14(b) or
         Rule  15d-14(b)and  18 U.S.C.  Section  1350,  as Adopted  Pursuant  to
         Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification of Chief Financial  Officer Pursuant to Rule 13a-14(b) or
         Rule  15d-14(b)and  18 U.S.C.  Section  1350,  as Adopted  Pursuant  to
         Section 906 of the Sarbanes-Oxley Act of 2002.


     (b)  Reports on Form 8-K
                      NONE


                                       7
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.



WINCROFT, INC.
(Registrant)


By: /s/ Daniel Wettreich
---------------------------
Daniel Wettreich,
President

Date: August 12, 2004



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