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

                                     FORM 10-QSB

               (Mark One)

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

               For the quarterly period ended December 31, 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)



                   (Former 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.
             Yes    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.

                            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
          <TABLE>



                               CONSOLIDATED BALANCE SHEETS

                                         ASSETS
          <S>                                         <C>                 <C>


                                                              December 31, 2000  March 31, 2000
                                                               (Unaudited)        (Audited)


           Current Assets:
           Cash                                              $       150          $        150


             Total  Assets                                   $       150          $        150




                          LIABILITIES AND STOCKHOLDERS' EQUITY

          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current liabilities
             Accounts payable                                $     2,871           $     3,500

                                       TOTAL LIABILITIES     $     2,871           $     3,500


          Stockholders' Equity (Deficit):
            Common stock no par value, 75,000,000 shares
           authorized;  5,140,100 and 5,140,100 shares issued  and
           outstanding
            at December 31, 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 December 31, 2000 and
                March 31, 2000, respectively                          70                    70
          Additional paid in capital                           1,168,082             1,168,082
           Retained Earnings (Deficit)                        (1,180,020)           (1,108,649)

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

                                                                 (2,721)                 3,350


                                                               $     150          $        150



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

                            WINCROFT, INC. and subsidiary
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
       <TABLE>
       <S>                                     <C>     <C>       <C>     <C>
                                    Three Months Ended     Nine Months Ended
                                     December 31,            December 31,


                                      2000       1999       2000        1999



       Sales                      $     -      $     -    $     -      $    -

       Cost of Sales                    -            -          -           -


       Gross Profit                     -            -          -           -


       Operating Expenses:
        Administrative expenses         -           21          -      (1,140)


         Total Operating Expenses       -           21          -      (1,140)


       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)               -           (21)         -     (71,182)


       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>

                                                        Year to date
                                                         December 31
                                                        2000    1999


                 CASH FLOWS FROM OPERATING ACTIVITIES
                 Net Income                            $
                 (loss)                                      - $(71,182)

                 Adjustments to reconcile net
                 income to
                    net cash provided from
                 operating activities                        -       -
                     Depreciation and
                 amortization                                -       -
                    Write off of property and                - 161,647
                 equipment
                     Gain on disposal
                 of subsidiary                               - (86,773)

                    Increase (decrease)
                 in:
                     Accounts                                -  (3,983)
                 payable



                 NET CASH PROVIDED BY OPERATING
                 ACTIVITIES


                                                             -   (291)


                 CASH FLOWS FROM INVESTING ACTIVITIES        -       -


                 NET CASH PROVIDED BY INVESTING
                 ACTIVITIES                                  -       -


                 CASH FLOWS FROM FINANCING ACTIVITIES
                 Decrease in cash
                 overdraft                                   -     441






                 NET CASH FROM FINANCING ACTIVITIES          -     441




                 INCREASE (DECREASE) IN CASH               150     150

                 BEGINNING CASH BALANCE                      -       -

                 ENDING CASH BALANCE                    $  150  $  150

       </TABLE>
       <PAGE>
                            WINCROFT, INC. and subsidiary
                           SCHEDULE OF NONCASH ACTIVITIES
                                     (UNAUDITED)
                                   (IN THOUSANDS)
       <TABLE>
       <S>                                          <C>            <C>
                                                    Nine Months Ended
                                                       December 31,

                                                      2000        1999


                                          NONE
       </TABLE>
       <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 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 nine months was $0 ($(291) 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:   February 15, 2001



















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