UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended  June 30, 2005
                                -------------

                                       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 Number 33-94322


                             WINFIELD CAPITAL CORP.
                             ----------------------

Incorporated in the                                IRS Employer Identification
State of New York                                  Number   13-2704241
                                                            ----------

                              237 Mamaroneck Avenue
                          White Plains, New York 10605
                                 (914) 949-2600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange 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]     No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-b-2 of the Exchange Act).

                               Yes [ ]     No [X]

Registrant had 5,346,084 shares of common stock outstanding as of August 12,
2005.

--------------------------------------------------------------------------------
                        This report consists of 26 pages
<PAGE>

                           Form 10-Q Quarterly Report


                                      INDEX

                                                                        Page No.
                                                                        --------

                         PART I - FINANCIAL INFORMATION

Item 1. Condensed Statements of Operations -
           Three Months ended June 30, 2005
            and 2004 (unaudited)                                             3

          Condensed Balance Sheets - as of
           June 30, 2005 (unaudited) and March 31, 2005                    4-5

          Condensed Statements of Cash Flows -
           Three Months Ended June 30, 2005
           and 2004 (unaudited)                                              6

          Notes to Condensed Financial Statements                         7-11

Item 2. Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                                 12-15

Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                                16

Item 4.   Controls and Procedures                                           17

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                   18

Item 2. Changes in Securities and Use of Proceeds                           18

Item 3. Defaults Upon Senior Securities                                     18

Item 4. Submission of Matters to a Vote of Security
            Holders                                                      18-20

Item 5. Other Information                                                   20

Item 6. Exhibits and Reports on Form 8-K                                    21

SIGNATURES                                                                  22

Exhibit 31.1 - Section 302 Officer Certification                            23

Exhibit 31.2 - Section 302 Officer Certification                            24

Exhibit 32.1 - Section 906 Officer Certification                            25

Exhibit 32.2 - Section 906 Officer Certification                            26

                                      -2-
<PAGE>

Item 1.
                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                       ==================================
                                   (unaudited)


                                                       Three Months Ended
                                                            June 30,
                                                  -----------------------------
                                                      2005             2004
                                                  ------------     ------------
Investment income
   Interest from small business concerns          $     81,764     $    362,791
   Interest from invested idle funds                     1,683           10,476
                                                  ------------     ------------

            Total investment income                     83,447          373,267
                                                  ------------     ------------

Expenses
   Interest                                             79,835          361,448
   Payroll and payroll-related expenses                143,136          141,077
   General and administrative expenses                  56,941           65,073
   Other operating expenses                             90,948          100,783
                                                  ------------     ------------

            Total investment expenses                  370,860          668,381
                                                  ------------     ------------

            Investment loss - net                     (287,413)        (295,114)

Realized (loss) gain on investments                   (391,170)         314,213
Change in unrealized depreciation of
   investments                                         218,225         (566,599)
                                                  ------------     ------------

            Net (decrease) in shareholders'
              equity resulting from operations    ($   460,358)    ($   547,500)
                                                  ============     ============

Per share net (decrease) in shareholders
   equity resulting from operations:

Basic                                             ($      0.09)    ($      0.10)
                                                  ============     ============

Diluted                                           ($      0.09)    ($      0.10)
                                                  ============     ============


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

                                       -3-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS
                            ========================


                                     ASSETS
                                     ------

                                                      June 30,       March 31,
                                                        2005            2005
                                                    ------------    ------------
                                                     (unaudited)
Investments at value:
   Loans and notes receivable                       $     77,940    $  2,069,672
   Equity interests in small business
     concerns                                          4,439,927       4,221,703
                                                    ------------    ------------

         Total investments                             4,517,867       6,291,375

Cash and cash equivalents                                388,539         323,177
Accrued interest receivable                                2,213          62,054
Furniture and equipment (net of
  accumulated depreciation of
  $53,054 at June 30, 2005
  and $52,163 at March 31, 2005)                           5,350           6,241

Other assets                                              26,182          42,683
                                                    ------------    ------------

         Total assets                               $  4,940,151    $  6,725,530
                                                    ============    ============


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

                                       -4-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS
                            ========================


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------


                                                    June 30,        March 31,
                                                      2005             2005
                                                  ------------     ------------
                                                  (unaudited)
Liabilities
   Debentures payable to the U.S. Small
      Business Administration (the "SBA")         $  3,659,863     $  4,991,550
   Accrued expenses                                     83,737           77,071
                                                  ------------     ------------

            Total liabilities                        3,743,600        5,068,621
                                                  ------------     ------------

Commitments and contingencies

Shareholders' equity
   Preferred stock - $.001 par value;                       --               --
      Authorized 1,000,000 shares
      Issued and outstanding - none
   Common stock - $.01 par value;
      Authorized - 30,000,000 shares;
      Issued and outstanding - 5,346,084
         shares at June 30, 2005 and
         at March 31, 2005                              53,461           53,461
   Additional paid-in capital                       18,391,954       18,391,954
   Accumulated deficit                              (8,767,297)      (8,088,714)
   Unrealized depreciation on investments -
      net                                           (8,481,567)      (8,699,792)
                                                  ------------     ------------

            Total shareholders' equity               1,196,551        1,656,909
                                                  ------------     ------------

            Total liabilities and
              shareholders' equity                $  4,940,151     $  6,725,530
                                                  ============     ============


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

                                       -5-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ==================================
                                   (unaudited)


                                                        Three Months Ended
                                                  -----------------------------
                                                    June 30,         June 30,
                                                      2005             2004
                                                  ------------     ------------

Cash flows from operating activities:
   Net (decrease) in shareholders'
      equity resulting from operations            ($   460,358)    ($   547,500)
   Adjustments to reconcile net (decrease)
      in shareholders' equity resulting
      from operations to net cash (used in)
      provided by operating activities
   Amortization of deferred income                          --           (6,795)
   Change in unrealized depreciation
      on investments                                  (218,225)         566,599
   Realized loss (gain) on investments                 391,170         (314,213)
   Depreciation and amortization                           891            1,212
   Accretion of interest to face value
      of notes                                              --         (109,661)
   Changes in assets and liabilities
      Accrued interest receivable                       59,841                4
      Other assets                                      16,502           28,191
      Accrued expenses                                   6,666          385,714
                                                  ------------     ------------

Net cash (used in) provided by operating
      activities                                      (203,513)           3,551
                                                  ------------     ------------

Cash flows from investing activities:
   Proceeds from sale of investments/return
      of capital                                     1,600,000        1,518,769
   Investments originated                                   --          (54,949)
   Proceeds from collection of loans                       562              508
                                                  ------------     ------------

Net cash provided by investing activities            1,600,562        1,464,328
                                                  ------------     ------------

Cash flows from financing activities:
   Repayment of debentures payable to the SBA       (1,331,687)              --
                                                  ------------     ------------

Net cash (used in) financing activities             (1,331,687)              --
                                                  ------------     ------------

Increase in cash and cash equivalents                   65,362        1,467,879

Cash and cash equivalents - beginning
      of period                                        323,177        5,473,063
                                                  ------------     ------------

Cash and cash equivalents - end of period         $    388,539     $  6,940,942
                                                  ============     ============


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

                                       -6-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note 1 -     Interim Financial Statements

             The interim financial statements of Winfield Capital Corp. (the
             "Company") have been prepared in accordance with the instructions
             to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
             not include all information and disclosures necessary for a
             presentation of the Company's financial position, results of
             operations and cash flows in conformity with generally accepted
             accounting principles in the United States of America. In the
             opinion of management, these financial statements reflect all
             adjustments, consisting only of normal recurring accruals,
             necessary for a fair presentation of the Company's financial
             position, results of operations and cash flows for such periods.
             The results of operations for any interim period are not
             necessarily indicative of the results for the full year. These
             financial statements should be read in conjunction with the
             financial statements and notes thereto contained in the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             2005.


Note 2 -     (Loss) per Common Share:

             The computation of basic and diluted (loss) per common share is as
             follows:

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  June 30,
                                                       -----------------------------
                                                           2005             2004
                                                       ------------     ------------
<S>                                                    <C>              <C>
             Net (loss) available for common
               stock equivalent shares deemed
               to have a dilutive effect               ($   460,358)    ($   547,500)
                                                       ============     ============

             (Loss) per common share
                Basic                                  ($      0.09)    ($      0.10)
                                                       ============     ============
                Diluted                                ($      0.09)    ($      0.10)
                                                       ============     ============

             Shares used in computation:
                Basic:
                  Weighted average common shares          5,346,084        5,346,084
                                                       ============     ============

                 Diluted:
                     Weighted average common shares       5,346,084        5,346,084
                     Common stock equivalents                A                A
                                                       ------------     ------------

                                                          5,346,084        5,346,084
                                                       ============     ============
</TABLE>

(A)  For the three months ended June 30, 2005 and June 30, 2004, the effect of
     exercising the outstanding stock options would have been anti-dilutive and
     therefore, the use of common stock equivalent shares was not considered.

                                       -7-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note 3 -     Income Taxes

             The Company through March 31, 2004 elected to be taxed as a
             regulated investment company ("RIC") under Subchapter M of the
             Internal Revenue Code of 1986, as amended (the "Code"). If the
             Company, as a RIC, satisfies certain requirements relating to the
             source of its income, the diversification of its assets and the
             distribution of its net income, the Company is taxed as a
             pass-through entity that acts as a partial conduit of income to its
             shareholders.

             In order to maintain its RIC status, the Company must in general:
             1) derive at least 90% of its gross income from dividends, interest
             and gains from the sale or disposition of securities, 2) meet
             investment diversification requirements defined by the Code and 3)
             distribute to shareholders 90% of its net income (other than
             long-term capital gains). As a result of the sale of certain
             portfolio investments in order to repay its indebtedness to the
             SBA, the Company's remaining portfolio of investments has become
             less diversified and therefore, the Company did not qualify as a
             RIC for the fiscal year ended March 31, 2005. Accordingly, the
             Company will be taxed as a regular "C" corporation for Federal
             income tax purposes for the fiscal year ended March 31, 2005 and
             thereafter.

                                       -8-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note 4 -     Commitments and Contingencies

             According to the U.S. Small Business Administration (the "SBA")
             Regulations, the Company is required to be in compliance with the
             capital impairment rules, as defined by regulation 107.1830 of the
             SBA Regulations. The Company was notified by the SBA on April 30,
             2003 that the Company was no longer in compliance with the SBA's
             capital impairment requirements and that the SBA had accelerated
             the maturity date of the Company's debentures. The aggregate
             principal, interest and fees due under the debentures totaled
             approximately $25.6 million as of April 30, 2003, including
             interest and fees due through the next semi-annual payment date. As
             a result of subsequent repayments by the Company, the aggregate
             principal, interest and fees due under the debentures totaled
             approximately $3.7 million as of June 30, 2005, including interest
             and fees due through the next semi-annual payment date. The SBA has
             transferred Winfield Capital's account to liquidation status where
             any new investments and material expenses are subject to prior SBA
             approval. Based on discussions and meetings that the Company has
             had with the SBA to date, the SBA will not afford the Company the
             flexibility of a self-managed liquidation to repay its
             indebtedness. As a result, the Company anticipates that it will be
             required to repay all or substantially all of the principal and
             interest owing to the SBA on a schedule acceptable to the SBA.

             On April 6, 2005, the Company entered into a Forbearance Agreement
             with the SBA whereby the maturity date of the Company's remaining
             principal indebtedness to the SBA was extended until June 30, 2005,
             subject to a cure period of fifteen days. In connection with the
             Forbearance Agreement, the Company entered into a Stipulated
             Settlement and a Consent and Judgment whereby the SBA may pursue
             any remedies it deems appropriate under the law or the instruments
             evidencing the Company's indebtedness, including, without
             limitation, initiating proceedings for the appointment of the SBA
             or its designee as receiver to the extent that the Company defaults
             under its obligations pursuant to the Forbearance Agreement. The
             Company is in default pursuant to the terms of the Forbearance
             Agreement that required the repayment in full of all of the
             Company's outstanding indebtedness to the SBA including accrued
             interest on July 15, 2005 after giving effect to a fifteen-day cure
             period. To date, the SBA has refused to grant the Company an
             extension of the maturity under the Forbearance Agreement. The SBA
             has yet to formally accelerate its indebtedness, although the SBA
             is now entitled to pursue any remedies, including, without
             limitation, seeking a receivership of the Company.

                                       -9-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note 4 -     Commitments and Contingencies (Continued)

             If the SBA were to require the Company to immediately pay back the
             entire indebtedness including accrued interest, certain private
             security investments may need to be disposed of in a forced sale
             that may result in proceeds less than their carrying value at June
             30, 2005. As such, this impairment could have a material adverse
             effect on the Company's financial position, results of operations
             and cash flows that raises substantial doubt about the Company's
             ability to continue as a going concern. The Company continues to
             explore various strategic alternatives, including a third party
             equity infusion, although there can be no assurance that it will be
             successful in its ability to consummate or implement these or any
             other strategic alternatives.


Note 5 -     The Nasdaq Stock Market, Inc.

             On April 11, 2003, the Company received notice from the Nasdaq
             Stock Market, Inc. that effective April 15, 2003 the Company's
             securities were delisted from the Nasdaq Smallcap Market. The
             Company's securities are quoted on the OTC Bulletin Board effective
             April 15, 2003 with the assigned symbol "WCAP".


Note 6 -     Stock-Based Employee Compensation Plan

             At June 30, 2005, the Company had one stock-based employee
             compensation plan. The Company accounts for the plan under the
             recognition and measurement principles of APB Opinion No. 25,
             Accounting for Stock Issued to Employees, and related
             Interpretations. No stock-based employee compensation cost is
             reflected in net income, as all options granted under those plans
             had an exercise price equal to the market value of the underlying
             common stock on the date of the grant. For the three months ended
             June 30, 2005 and 2004, there would be no effect on net income and
             earnings per share if the Company had applied the fair value
             recognition provisions of FASB Statement No. 123, Accounting for
             Stock-Based Compensation, to stock-based employee compensation, as
             no options were granted nor vested during those periods.

                                      -10-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================


Note 7 -     Shareholders' Equity

             On June 15, 2005, the Company sent to its shareholders a Notice of
             Annual Meeting of Shareholders together with a Proxy Statement
             requesting a shareholders' vote on various proposals, some of which
             are enumerated as follows:

                a)  Change name to Winfield Holdings Corp. and to remove from
                    the corporate charter all references to the Company being a
                    Small Business Investment Company ("SBIC");

                b)  Withdraw the election to be treated as a Business
                    Development Company ("BDC") under the Investment Company Act
                    of 1940 (the "1940 Act");

                c)  Withdraw the election to be treated as a RIC;

                d)  Approve the sale of the Company's common stock at prices
                    below the stock's current asset value;

                e)  Approve the prospective issuance of bonds, notes or other
                    evidence of indebtedness that are convertible into common
                    stock in accordance with the requirements of the 1940 Act;

                f)  Approve a new stock option and restricted stock plan; and

                g)  Approve the amended and restated Certificate of
                    Incorporation to surrender the Company's operating license
                    as a SBIC.

                                      -11-
<PAGE>

Item 2.

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Results of Operations
---------------------

Critical Accounting Policies and Estimates
------------------------------------------

The preparation of the unaudited condensed financial statements includes
estimates and assumptions made by management. Management bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual differences could differ from these
estimates under different assumptions or conditions. The Company believes there
have been no significant changes during the three month period ended June 30,
2005 to the items disclosed as significant accounting policies in management's
Notes to Financial Statements in the Company's Annual Report on Form 10-K for
the year ended March 31, 2005.


Three Months Ended June 30, 2005 and June 30, 2004
--------------------------------------------------

Investment Income
-----------------

Investment income decreased by $289,820 to $83,447 for the three months ended
June 30, 2005 from $373,267 for the same period ended June 30, 2004. This
primarily reflected a decrease in interest from small business concerns of
$281,027 as a result of the Company's sale of loan investments. Interest from
idle funds decreased $8,793 during this period as a result of a decrease in idle
funds that were available to be invested.

Interest Expense
----------------

Interest expense decreased by $281,613 to $79,835 for the three months ended
June 30, 2005 from $361,448 for the same period ended June 30, 2004. This
decrease resulted from repayments of certain debentures to the U.S. Small
Business Administration.

Operating Expenses
------------------

The Company's operating expenses decreased from $306,933 for the three months
ended June 30, 2004 to $291,025 for the three months ended June 30, 2005. Legal
fees decreased by $29,675, insurance expense decreased by $6,202, stock record
costs increased by $15,125 due to the Annual Meeting of Shareholders and state
tax increased by $5,115. There were miscellaneous decreases of $271.

                                      -12-
<PAGE>

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Realized Loss or Gain on Disposition of Investments
---------------------------------------------------

The Company realized a $391,170 loss on the sale of a debt security in the first
quarter of fiscal 2006. The Company realized a $314,213 gain on the sale of its
entire position in a portfolio company and a portion of its equity position in
another portfolio company in the first quarter of fiscal 2005.

Changes in Unrealized Depreciation of Investments
-------------------------------------------------

There was a decrease in unrealized depreciation of investments of $218,225 for
the three months ended June 30, 2005 principally related to the increase in fair
value of three portfolio companies, offset by the decrease in fair value of two
portfolio companies compared to an increase in unrealized depreciation of
investments of $566,599 for the three months ended June 30, 2004, principally
related to the decrease in value of four portfolio companies.

                                      -13-
<PAGE>

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


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

At June 30, 2005, the Company held cash and short-term marketable securities
totaling $388,539.

According to the U.S. Small Business Administration (the "SBA") Regulations, the
Company is required to be in compliance with the capital impairment rules, as
defined by regulation 107.1830 of the SBA Regulations. The Company was notified
by the SBA on April 30, 2003 that the Company was no longer in compliance with
the SBA's capital impairment requirements and that the SBA had accelerated the
maturity date of the Company's debentures. The aggregate principal, interest and
fees due under the debentures totaled approximately $25.6 million as of April
30, 2003, including interest and fees due through the next semi-annual payment
date. As a result of subsequent repayments by the Company, the aggregate
principal, interest and fees due under the debentures totaled approximately $3.7
million as of June 30, 2005, including interest and fees due through the next
semi-annual payment date. The SBA has transferred Winfield Capital's account to
liquidation status where any new investments and material expenses are subject
to prior SBA approval. Based on discussions and meetings that the Company has
had with the SBA to date, the SBA will not afford the Company the flexibility of
a self-managed liquidation to repay its indebtedness. As a result, the Company
anticipates that it will be required to repay all or substantially all of the
principal and interest owing to the SBA on a schedule acceptable to the SBA.

On April 6, 2005, the Company entered into a Forbearance Agreement with the SBA
whereby the maturity date of the Company's remaining principal indebtedness to
the SBA was extended until June 30, 2005, subject to a cure period of fifteen
days. In connection with the Forbearance Agreement, the Company entered into a
Stipulated Settlement and a Consent and Judgment whereby the SBA may pursue any
remedies it deems appropriate under the law or the instruments evidencing the
Company's indebtedness, including, without limitation, initiating proceedings
for the appointment of the SBA or its designee as receiver to the extent that
the Company defaults under its obligations pursuant to the Forbearance
Agreement. The Company is in default pursuant to the terms of the Forbearance
Agreement that required the repayment in full of all of the Company's
outstanding indebtedness to the SBA including accrued interest on July 15, 2005
after giving effect to a fifteen-day cure period. To date, the SBA has refused
to grant the Company an extension of the maturity under the Forbearance
Agreement. The SBA has yet to formally accelerate its indebtedness, although the
SBA is now entitled to pursue any remedies, including, without limitation,
seeking a receivership of the Company.

                                      -14-
<PAGE>

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================


Liquidity and Capital Resources (Continued)
-------------------------------

If the SBA were to require the Company to immediately pay back the entire
indebtedness including accrued interest, certain private security investments
may need to be disposed of in a forced sale that may result in proceeds less
than their carrying value at June 30, 2005. As such, this impairment could have
a material adverse effect on the Company's financial position, results of
operations and cash flows that raises substantial doubt about the Company's
ability to continue as a going concern. The Company continues to explore various
strategic alternatives, including a third party equity infusion, although there
can be no assurance that it will be successful in its ability to consummate or
implement these or any other strategic alternatives.

Forward-Looking Statements
--------------------------

This report and accompanying notes to the financial statements may contain
forward-looking statements. For this purpose, any statements contained in this
report and accompanying notes to the financial statements that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "could," "would,"
"should", "expect," "believe," "anticipate," "estimate," "continue," "provided,"
or comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially depending on a variety of factors. The
Company operates in a changing environment in which new factors can emerge from
time to time. It is not possible for management to predict all of these risks,
nor can it assess the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
forward-looking statements. All forward-looking statements are subject to risks
and uncertainties, including without limitation those identified in the
Company's Annual Report on Form 10-K, which could cause actual results to differ
from those projected. The Company disclaims any obligation to update any
forward-looking statements.

Reporting on Disposition of Investments
---------------------------------------

From time to time, in the ordinary course of business, the Company may liquidate
all or a portion of its portfolio investments. In this regard, the Company may
sell a portion of a single investment or sell portions of various investments it
has made. The Company's policy is to publicly report the results of such
transactions in its Form 10-K and Form 10-Q Reports filed with the Securities
and Exchange Commission under the Securities Exchange Act and as otherwise
required by applicable regulations and laws.

                                      -15-
<PAGE>

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest rates primarily from its investment of available cash balances in
bank money market funds with portfolios of investment grade corporate and U.S.
government securities, in individual bank certificates of deposit and U.S.
treasuries. Under its current policies, the Company does not use interest rate
derivative instruments to manage exposure to interest rate changes.

A portion of the Company's investment portfolio consists of fixed-rate debt
securities. Since these debt securities usually have relatively high fixed rates
of interest, minor changes in market yields of publicly-traded debt securities
have little or no effect on the values of debt securities in the Company's
portfolio and no effect on interest income. On the other hand, significant
changes in the market yields of publicly-traded debt securities may have a
material effect on the values of debt securities in the Company's portfolio. The
Company's investments in debt securities are generally held to maturity and
their fair values are determined on the basis of the terms of the debt security
and the financial condition of the issuer. As of June 30, 2005, the Company had
no publicly-traded debt securities in its portfolio.

A portion of the Company's investment portfolio consists of debt and equity
securities of private companies. The Company anticipates little or no effect on
the value of these investments from modest changes in public market equity
valuations. Should significant changes in market valuations of comparable
publicly-owned companies occur, there may be a corresponding effect on
valuations of private companies, which would affect the value and the amount and
timing of proceeds eventually realized from these investments. A portion of the
Company's investment portfolio also consists of restricted common stocks and
warrants to purchase common stocks of publicly-owned companies. The fair values
of these restricted securities are influenced by the nature of applicable resale
restrictions, the underlying earnings and financial condition of the issuer, and
the market valuations of comparable publicly-owned companies. A portion of the
Company's investment portfolio has also consisted of unrestricted, freely
marketable common stocks of publicly-owned companies. These freely traded
marketable investments are directly exposed to equity price fluctuations, in
that a change in an issuer's public market equity price would result in an
identical change in the fair value of the Company's investment in such security.
The Company may utilize put and call option contracts to attempt to minimize the
market risk of its investments in publicly-owned companies. As of June 30, 2005,
the Company had no option contracts outstanding as part of its portfolio.

                                      -16-
<PAGE>

                             WINFIELD CAPITAL CORP.
                             CONTROLS AND PROCEDURES
                             =======================


Item 4.

Controls and Procedures
-----------------------

(a)   Evaluation of Disclosure Controls and Procedures
      ------------------------------------------------

      As of the end of the period covered by this Quarterly Report on Form 10-Q,
      the Company evaluated, under the supervision of its chief executive
      officer and chief financial officer, the effectiveness of the design and
      operation of its "disclosure controls and procedures" (as defined in the
      Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)). Based on
      that evaluation, the Company's management, including its chief executive
      officer and chief financial officer, has concluded that as of the date of
      the evaluation its disclosure controls and procedures are effective to
      ensure that all material information required to be filed in this report
      has been made known to them.

(b)   Changes in Internal Controls over Financial Reporting
      -----------------------------------------------------

      There have been no changes in the Company's internal controls over
      financial reporting that occurred during the first quarter of the fiscal
      year ending March 31, 2006 that have materially affected, or are
      reasonably likely to materially affect, the Company's internal controls
      over financial reporting.

                                      -17-
<PAGE>

                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION
                           ===========================


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults Upon Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders

          On July 28, 2005, at the Annual Meeting of Shareholders, the following
          proposals were voted upon:

          1.   Election of Directors           For          Withheld
               ---------------------           ---          --------

               Joel I. Barad                2,675,132        305,850

               Barry J. Gordon              2,676,277        304,705

               David Greenberg              2,666,122        314,860

               Paul A. Perlin               2,674,132        306,850

               R. Scot Perlin               2,674,032        306,950

          2.   Ratify the appointment by the Board of the Company (the "Board")
               of Lazar Levine & Felix LLP to serve as the Company's independent
               accountants for the fiscal year ending March 31, 2006.

                          For               Against           Abstain
                          ---               -------           -------

                        2,721,423           107,253           152,306

          3.   Authorize and approve the stock option component of the stock
               option and restricted stock plan for the Company (the "New
               Plan").

                          For               Against           Abstain
                          ---               -------           -------

                        2,460,924           440,099            79,959

                                      -18-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     PART II - OTHER INFORMATION (CONTINUED)
                     =======================================


Item 4.   Submission of Matters to a Vote of Security Holders (Continued)

          4.   Authorize and approve the restricted stock component of the New
               Plan.

                          For               Against           Abstain
                          ---               -------           -------

                        2,457,474           439,649            83,859

          5.   Authorize and approve the Amended and Restated Certificate of
               Incorporation (the "Charter Amendment") to surrender the
               Company's operating license as a small business investment
               company ("SBIC") pursuant to the Small Business Investment Act of
               1958, as amended (the "Small Business Investment Act").

                          For               Against           Abstain
                          ---               -------           -------

                        2,773,345           122,688            84,949

          6.   Authorize and approve the prospective issuance of bonds, notes or
               other evidences of indebtedness that are convertible into Common
               Stock ("the Convertible Bonds," "Convertible Notes" or "Other
               Convertible Indebtedness") in accordance with the requirements of
               the Investment Company Act of 1940, as amended (the "1940 Act").

                          For               Against           Abstain
                          ---               -------           -------

                        2,625,687           275,574            79,721

          7.   Authorize and approve the Company to sell shares of its Common
               Stock at prices below the stock's current net asset value.

                          For               Against           Abstain
                          ---               -------           -------

                        2,476,992           425,051            78,939

          8.   Authorize and approve the Board to withdraw the Company's
               election to be treated as a business development company ("BDC")
               pursuant to Section 54(c) under the 1940 Act.

                          For               Against           Abstain
                          ---               -------           -------

                        2,771,833           129,216            77,933

                                      -19-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     PART II - OTHER INFORMATION (CONTINUED)
                     =======================================


Item 4.   Submission of Matters to a Vote of Security Holders (Continued)

          9.   Authorize and approve the Board to withdraw the Company's
               election to be treated as a regulated investment company ("RIC")
               as defined under Subchapter M of the Internal Revenue Code of
               1986, as amended (the "Code").

                          For               Against           Abstain
                          ---               -------           -------

                        2,767,043           131,106            82,833

          10.  Authorize and approve the change of the name of the Company to
               "Winfield Holdings Corporation", to remove all references in the
               Charter Amendment to the Company being a SBIC and to make certain
               other related changes.

                          For               Against           Abstain
                          ---               -------           -------

                        2,794,771           108,193            78,018

Item 5.   Other Information

          None.

                                      -20-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     PART II - OTHER INFORMATION (CONTINUED)
                     =======================================


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

           a.  Exhibits
               --------

               Exhibit 31.1      Rule 13a-14(a)/15d-14(a) Certification of Chief
                                 Executive Officer

               Exhibit 31.2      Rule 13a-14(a)/15d-14(a) Certification of Chief
                                 Financial Officer

               Exhibit 32.1      Section 1350 Certification of Chief Executive
                                 Officer

               Exhibit 32.2      Section 1350 Certification of Chief Financial
                                 Officer

           b.  Reports on Form 8-K
               -------------------

               The Registrant filed a report on Form 8-K on April 8, 2005 with
               copies of a forbearance agreement with the U.S. Small Business
               Administration, a stipulated settlement and a consent order and
               judgment, incorporated by reference to Exhibits 10(L), 99.1 and
               99.2, respectively.

               The Registrant filed a report on Form 8-K on June 12, 2005 under
               Item 5.02 regarding the resignation of Mr. Allen L. Weingarten,
               one of its directors, for personal reasons not involving any
               disagreement with the Registrant.

               The Registrant filed a report on Form 8-K on June 29, 2005 with a
               copy of a press release announcing its plan to adjourn its 2005
               Annual Meeting of Shareholders to July 28, 2005 to allow adequate
               time to constitute a quorum, incorporated by reference to Exhibit
               99.1.

                                      -21-
<PAGE>

                             WINFIELD CAPITAL CORP.
                                   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 thereunto duly authorized.

                                          WINFIELD CAPITAL CORP.
                                          (Registrant)


                                          By: /s/ R. SCOT PERLIN
                                              ----------------------------------
                                              R. Scot Perlin
                                              Chief Financial Officer




Dated: August 12, 2005

                                      -22-