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

                                      FORM 10-QSB/A

               (Mark One)

               xQuarterly report  under  Section  13,  or  15  (d)  of  the
          Securities Exchange Act of 1934

               For the quarterly period ended September 30, 2000

               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.)

                       6959 Arapaho, Suite 122, Dallas, Texas  75248
                           (Address of Principal Executive Offices)


                                        (972) 386-8907
                    (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.
          ?Yes ?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.
          xYes 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: 5,140,100 common stock, no par value.
          <PAGE>
                                     WINCROFT, INC.
          and subsidiary

                                        I N D E X


                                                           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)                        7

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

          Part II        OTHER INFORMATION                       8

                                       <PAGE>



                              WINCROFT, INC. and subsidiary
                             PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements

                                    BALANCE SHEET
          <TABLE>
          <S>                                   <C>            <C>
                                         ASSETS


                                         September 30, 2000 March 31, 2000
                                             (Uaudited)       (Audited)


           Current Assets:
           Cash                            $      150        $      150

                  Total Assets             $     150         $      150

                          LIABILITIES AND STOCKHOLDERS' EQUITY

          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current liabilities
             Accounts payable              $    3,500         $    3,500

          TOTAL LIABILITIES                $    3,500         $    3,500

          Stockholders' Equity (Deficit):
            Common stock no par value, 75,000,000 shares
           authorized; 5,140,100 shares issued
              and outstanding at September 30, 2000 and March 31, 2000,
              respectively                        10,280             10,280
            Preferred Stock 25,000,000 authorized $.01 par value
               7,000 and 7,000 issued at September 30, 2000 and
                March 31, 2000, respectively          70                 70
          Additional paid in capital           1,168,082          1,168,082
           Retained Earnings (Deficit)        (1,180,649)        (1,180,649)

          Less treasury stock, 7,496,223
              shares at cost                      (1,133)            (1,133)
                                                  (3,350)            (3,350)

                                              $     150         $      150
          See accompanying notes to these financial statements.
       </TABLE>
       <PAGE>


                            WINCROFT, INC. and subsidiary
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
       <TABLE>
       <S>                         <C>     <C>          <C>        <C>
                                   Three Months Ended   Six Months Ended
                                     September 30,       September 30,

                                   2000       1999      2000  1999


       Sales                       $   -    $    -  $    -    $    -

       Cost of Sales                   -         -      -          -

       Gross Profit                    -         -      -          -

       Operating Expenses:
        Administrative expenses        -    (1,674)     -     (1,161)

         Total Operating Expenses      -    (1,674)     -     (1,161)

       Loss from write down of property
        and equipment                  -         -      -     (161,647)
       Gain on disposal of subsidiary  -         -      -     89,325
       Realized Loss on Sale of
            Securities                 -         -      -
       Net Income (Loss)               -    (1,674)     -     (71,659)

       Net Income (Loss) per share*    *         *      *       (0.14)

       Weighted Average Number of 5,140,100 5,140,100 5,140,100 5,140,100
         Shares outstanding

       *less than (.01) per share
       </TABLE>







       See accompanying notes to these financial statements.
                                       <PAGE>

                            WINCROFT, INC. and subsidiary
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
       <TABLE>
       <S>                                              <C>          <C>

                                                       Six Months Ended
                                                        September 30,

                                                    2000        1999

       CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income (loss)                          $    -    $(71,159)
        Adjustments to reconcile net income (loss)
         to net cash from operating activities:
        Write-off of property and equipment                        -
        Disposal of subsidiary                          -     (86,773)
        Depreciation and amortization                   -          -
        (Gain) loss on disposal of assets               -          -
         Foreign Currency                                -         -
        Change in assets and liabilities:
          Accounts receivables and Prepaids             -          -
          Taxes                                         -          -
          Accounts payable and accrued expenses         -     (3,808)
           Net cash used by operating activities        -       (93)

       CASH FLOW FROM INVESTING ACTIVITIES:
        Loan Receivable                                 -          -
        Purchases of property and equipment             -          -
        Sales or Purchases of marketable securities     -          -

         Net cash used by investing activities          -          -

       CASH FLOW FROM FINANCING ACTIVITIES:
        Decrease in cash overdraft                      -        441

        Net cash provided (used) by financing
            activities                                  -        441

      NET INCREASE (DECREASE) IN CASH                   -      (348)

      CASH AT BEGINNING OF PERIOD                     150      (348)

      CASH AT END OF PERIOD                        $  150    $  348

      SUPPLEMENTAL INFORMATION:
        Cash paid for interest                     $     -   $     -
       </TABLE>
       <PAGE>


                            WINCROFT, INC. and subsidiary
                           SCHEDULE OF NONCASH ACTIVITIES
                                     (UNAUDITED)
                                   (IN THOUSANDS)

                                                     Six Months Ended
                                                      September 30,
                                                     2000        1999

       NONE

       <PAGE>



                             WINCROFT, INC. and subsidiary

                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                       (UNAUDITED)



          Financial Statements

          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 information and 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, 2000.

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

          There were  no  revenues 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 ($93 in  1999).
          Net cash used  by investing  activities was $0  ($0 in 1999)  and
          provided by financing activities was $0 ($441 in 1999).

          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.
          <PAGE>
                            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.


                    (b)  Reports on Form 8-K


                                     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: November 15, 2000