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 December 31, 2002

                                       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 |_|

Registrant had 5,346,084 shares of common stock outstanding as of December 31,
2002.

--------------------------------------------------------------------------------

                           This report consists of 22 pages
<PAGE>

                           Form 10-Q Quarterly Report

                                      INDEX

                                                                     Page No.
                                                                     --------

                        PART I - FINANCIAL INFORMATION

Item 1. Condensed Statements of Operations -
           Nine and Three Months ended December 31,
           2002 and 2001                                                3-4

        Condensed Balance Sheets - as of
           December 31, 2002 and March 31, 2002                         5-6

        Condensed Statements of Cash Flows -
           Nine Months Ended December 31, 2002
           and 2001                                                      7

        Notes to Condensed Financial Statements                        8-12

Item 2. Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                               13-17

Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                           17-18

Item 4. Controls and Procedures                                        18-20

                          PART II - OTHER INFORMATION

Item 5. Other Information                                               21

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

Exhibit 99.1 - Officer Certification                                    22

<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS

                                                          Nine Months Ended
                                                            December 31,
                                                        2002            2001
                                                    -----------     -----------
Investment income
    Interest from small business concerns           $   122,623     $   155,913
    Interest from invested idle funds                   274,079         698,704
    Other income                                          7,278           8,803
                                                    -----------     -----------

          Total investment income                       403,980         863,420
                                                    -----------     -----------

Expenses
    Interest                                          1,384,859       1,416,772
    Payroll and payroll-related expenses                651,777         639,887
    General and administrative expenses                 278,382         261,234
    Other operating expenses                            325,159         334,343
                                                    -----------     -----------

          Total investment expenses                   2,640,177       2,652,236
                                                    -----------     -----------

          Investment loss - net                      (2,236,197)     (1,788,816)

Realized gain (loss) on investments                     198,062      (1,539,439)
Change in unrealized depreciation
       of investments                                (2,460,102)     (4,419,948)
                                                    -----------     -----------

          Net (decrease) in shareholders'
            equity resulting from operations        ($4,498,237)    ($7,748,203)
                                                    ===========     ===========

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

Basic                                               ($     0.84)    ($     1.45)
                                                    ===========     ===========

Diluted                                             ($     0.84)    ($     1.45)
                                                    ===========     ===========


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


                                      -3-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS

                                                          Three Months Ended
                                                             December 31,
                                                        2002            2001
                                                    -----------     -----------
Investment income
    Interest from small business concerns           $    92,015     $     8,521
    Interest from invested idle funds                    17,862         177,316
    Other income                                          2,225           2,225
                                                    -----------     -----------

          Total investment income                       112,102         188,062
                                                    -----------     -----------

Expenses
    Interest                                            440,010         440,111
    Payroll and payroll-related expenses                212,688         233,838
    General and administrative expenses                 101,133          88,888
    Other operating expenses                            137,076          86,948
                                                    -----------     -----------

          Total investment expenses                     890,907         849,785
                                                    -----------     -----------

          Investment loss - net                        (778,805)       (661,723)

Realized gain (loss) on investments                     243,574      (2,908,868)
Change in unrealized depreciation
    of investments                                     (593,046)      2,721,121
                                                    -----------     -----------

          Net (decrease) in shareholders'
            equity resulting from operations        ($1,128,277)    ($  849,470)
                                                    ===========     ===========

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

Basic                                               ($     0.21)    ($     0.16)
                                                    ===========     ===========

Diluted                                             ($     0.21)    ($     0.16)
                                                    ===========     ===========

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


                                      -4-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS

                                     ASSETS

                                                    December 31,      March 31,
                                                       2002             2002
                                                    -----------      -----------
Investments at value
  Loans and notes receivable                        $ 8,539,552      $ 1,176,887
  Equity interests in small business
    concerns                                         10,313,383       12,784,997
  Assets acquired in liquidation                         77,063          167,350
                                                    -----------      -----------

          Total investments                          18,929,998       14,129,234

Cash and cash equivalents                             2,793,190        4,416,989
Short-term marketable securities                      5,618,292       12,753,178
Accrued interest receivable                             324,252          341,806
Receivable from escrow account                               --          197,369
Furniture and equipment (net of
  accumulated depreciation of
  $40,459 at December 31, 2002
  and $36,195 at March 31, 2002)                         14,667           18,931

Other assets                                            674,328          640,579
                                                    -----------      -----------

          Total assets                              $28,354,727      $32,498,086
                                                    ===========      ===========


                                      -5-
<PAGE>

                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                    December 31,    March 31,
                                                       2002            2002
                                                   ------------    ------------
Liabilities
  Debentures payable to the U.S. Small
    Business Administration                        $ 24,650,000    $ 24,650,000
  Accrued expenses                                      581,401         362,420
  Deferred income                                       135,897              --
                                                   ------------    ------------

            Total liabilities                        25,367,298      25,012,420
                                                   ------------    ------------

Commitments and contingencies (Notes 4 and 5)

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 December 31, 2002 and
       March 31, 2002                                    53,461          53,461
  Additional paid-in capital                         22,982,698      22,982,698
  Accumulated deficit                                (6,065,520)     (4,027,385)
  Unrealized depreciation on investments -
    net                                             (13,983,210)    (11,523,108)
                                                   ------------    ------------

          Total shareholders' equity                  2,987,429       7,485,666
                                                   ------------    ------------

          Total liabilities and
            shareholders' equity                   $ 28,354,727    $ 32,498,086
                                                   ============    ============

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


                                      -6-
<PAGE>

                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS

                                                        Nine Months Ended
                                                           December 31,
                                                        2002            2001
                                                   ------------    ------------
Cash flows from operating activities
    Net decrease in shareholders'
       equity resulting from operations            ($ 4,498,237)   ($ 7,748,203)
    Adjustments to reconcile net decrease
       in shareholders' equity
       resulting from operations to net cash
       (used in) operating activities
    Amortization of deferred income                          --            (927)
    Change in unrealized depreciation
       on investments                                 2,460,102       4,393,243
    Realized (gain) loss on investments                (198,153)      1,539,439
    Depreciation and amortization                         4,264           4,575
    Amortization of debenture costs                      58,660          58,872
    Amortization of interest on
       treasury bills and loans                          23,929          26,705
    Changes in assets and liabilities
       Due from broker                                       --          46,599
       Accrued interest receivable                       17,554        (106,256)
       Other assets                                     (92,409)        (38,192)
       Accrued expenses                                 218,981         212,130
       Income taxes payable                                  --         (23,404)
                                                   ------------    ------------
Net cash (used in) operating activities              (2,005,309)     (1,635,419)
                                                   ------------    ------------

Cash flows from investing activities
    Purchases of short-term marketable
       securities                                    (6,387,954)    (13,427,706)
    Proceeds from sales of short-term
       marketable securities                         13,474,602      14,593,475
    Proceeds from sale of investments/return
       of capital                                       757,928       4,330,104
    Investments originated                           (7,526,053)        (54,690)
    Proceeds from collection of loans                    62,987         103,987
    Purchase of furniture and equipment                      --          (4,124)
                                                   ------------    ------------
    Net cash provided by investing activities           381,510       5,541,046
                                                   ------------    ------------

Cash flows from financing activities
    Repayment of debentures payable to the
       U.S. Small Business Administration                    --        (900,000)
       Dividends paid                                        --      (1,276,189)
                                                   ------------    ------------
Net cash (used in) financing activities                      --      (2,176,189)
                                                   ------------    ------------

(Decrease) increase in cash and cash
    equivalents                                      (1,623,799)      1,729,438

Cash and cash equivalents - beginning
    of period                                         4,416,989       1,993,337
                                                   ------------    ------------
Cash and cash equivalents - end of period          $  2,793,190    $  3,722,775
                                                   ============    ============

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


                                      -7-
<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, 2002.

Note - 2 (Loss) per Common Share:

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


                                                           Nine Months Ended
                                                              December 31,
                                                          2002          2001
                                                      -----------   -----------
            Net (loss) available for common
              stock equivalent shares deemed
              to have a dilutive effect               ($4,498,237)  ($7,748,203)
                                                      ===========   ===========

            (Loss) per common share
                Basic                                 ($     0.84)  ($     1.45)
                                                      ===========   ===========

                Diluted                               ($     0.84)  ($     1.45)
                                                      ===========   ===========

            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
                                                      ===========   ===========

(A)   For the nine months ended December 31, 2002 and December 31, 2001 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.


                                      -8-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 2 - (Loss) per Common Share: (Cont'd)

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

<PAGE>

                                                          Three Months Ended
                                                             December 31,
                                                          2002          2001
                                                      -----------   -----------
            Net (loss) available for common
              stock equivalent shares deemed
              to have a dilutive effect               ($1,128,277)  ($  849,470)
                                                      ===========   ===========

            (Loss) per common share
                Basic                                 ($     0.21)  ($     0.16)
                                                      ===========   ===========

                Diluted                               ($     0.21)  ($     0.16)
                                                      ===========   ===========

            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               B             B
                                                      -----------   -----------

                                                        5,346,084     5,346,084
                                                      ===========   ===========

(B)   For the three months ended December 31, 2002 and December 31, 2001 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.

Note 3 - Income Taxes

      In accordance with Subchapter M of the Internal Revenue Code, no provision
      for income taxes is necessary with respect to net investment income and/or
      net realized short-term capital gains if the Company elects to distribute
      not less than 90% of such income and/or gains to shareholders. However, to
      the extent the Company elects to either retain net realized long-term
      capital gains or net realized short-term capital gains, the Company will
      pay all applicable Federal income taxes on behalf of its shareholders.


                                      -9-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 - Commitments and Contingencies

            The Company is required to be in compliance with the capital
            impairment rules, as defined by Regulation 107.1830 of the SBA
            Regulations. As of December 31, 2002, the Company had an impairment
            of its capital. As such, the SBA could declare the entire
            indebtedness including accrued interest immediately due and payable.
            In addition, the SBA could avail itself of any remedy available to
            the SBA to effect the repayment of the Debentures, including
            transferring the Company to the SBA's Office of Liquidation. If the
            SBA were to require the Company to immediately pay back the entire
            indebtedness including accrued interest, certain private security
            investments would need to be disposed of in a forced sale which may
            result in proceeds less than their carrying value. As such, this
            impairment could have an immediate material adverse effect on the
            Company's financial position, results of operations and cash flows
            and the Company may not be able to continue to fund operations in
            the ordinary course of business after March 31, 2003. The Company is
            in ongoing discussions with the SBA to cure this impairment.

Note 5 - The Nasdaq Stock Market, Inc. (the "Nasdaq") Letters

            On June 17, 2002, the Company received notice from the Nasdaq Stock
            Market, Inc. ("Nasdaq") that for the preceding 30 consecutive
            trading days, the Company's common stock had not maintained the
            minimum Market Value of Publicly Held Shares of $5,000,000 as
            required for continued inclusion by Marketplace Rule 4450(a)(2) (the
            "Rule") on the Nasdaq National Market. Therefore, in accordance with
            Marketplace Rule 4450(e)(1), subject to appeal, the Company had 90
            calendar days, or until September 16, 2002, to regain compliance.

            On July 23, 2002, the Company received notice from Nasdaq that for
            the preceding 10 consecutive trading days, the Company's common
            stock had not closed at the minimum $1.00 per share as required for
            continued inclusion by Marketplace Rule 4450 (a) (5) (the "Rule") on
            the Nasdaq National Market. Therefore, in accordance with
            Marketplace Rule 4450 (e) (2), subject to appeal, the Company had 90
            calendar days, or until October 21, 2002, to regain compliance.


                                      -10-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 5 - The Nasdaq Letters (Cont'd)

            On September 25, 2002, the Company was notified that the staff of
            the Nasdaq Listing Qualifications Department had approved the
            Company's application to transfer the listing of its common stock
            $.01 par value, from the Nasdaq National Market to the Nasdaq
            SmallCap Market. Trading on the Nasdaq SmallCap Market commenced on
            September 26, 2002 under the symbol "WCAP". Winfield Capital's
            common stock will no longer be traded on the Nasdaq National Market.
            The Company currently meets all of the continued inclusion criteria
            for the Nasdaq SmallCap Market, except for the minimum $1.00 bid
            price per share requirement which must be complied with by January
            21, 2003 unless the Company is granted an additional grace period.

            On January 22, 2003, the Company received a determination of the
            staff (the "Staff Determination") of the Nasdaq Listing
            Qualifications Department (the "Staff") indicating that the Company
            fails to comply with the minimum bid price of its common stock
            requirement for continued listing set forth in Marketplace Rule
            4450(a)(5) and that its securities are, therefore, subject to
            delisting from the Nasdaq SmallCap Market effective January 31,
            2003. The Company was granted a hearing on March 6, 2003 before a
            Nasdaq Listing Qualifications Panel (the "Panel") to review the
            Staff Determination. This hearing will stay the delisting of the
            Company's common stock pending the Panel's decision. There can be no
            assurance that the Panel will grant the Company's request for
            continued listing. If the Company's request for continued listing on
            the Nasdaq SmallCap Market is not granted by the Panel, the
            Company's securities will be eligible for quotation on the OTC
            Bulletin Board. The Company cannot predict what effect, if any, such
            delisting from the Nasdaq SmallCap Market would have on the trading
            of its securities.


                                      -11-
<PAGE>

                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 - Stock-Based Employee Compensation Plan

            At December 31, 2002, 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 grant. The following table illustrates
            the 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.

<TABLE>
<CAPTION>
                                                            Nine             Nine
                                                        Months Ended     Months Ended
                                                        December 31,     December 31,
                                                            2002             2001
                                                       -------------    -------------
<S>                                                    <C>              <C>
            Net loss, as reported                      ($  4,498,237)   ($  7,748,203)
                 Deduct: Total stock-based employee
                   compensation expense determined
                   under fair value based method for
                   all awards, net of related tax
                   effects                                        --          (17,628)
                                                       -------------    -------------

                 Pro forma net income                  ($  4,498,237)   ($  7,765,831)
                                                       =============    =============

                 Earnings per share:
                   Basic - as reported                 ($       0.84)   ($       1.45)
                   Basic - pro forma                   ($       0.84)   ($       1.45)

<CAPTION>
                                                           Three             Three
                                                        Months Ended     Months Ended
                                                        December 31,     December 31,
                                                            2002              2001
                                                       -------------    -------------
<S>                                                    <C>              <C>
            Net loss, as reported                      ($  1,128,277)   ($    849,470)
                 Deduct: Total stock-based employee
                   compensation expense determined
                   under fair value based method for
                   all awards, net of related tax
                   effects                                        --          (17,628)
                                                       -------------    -------------

                 Pro forma net income                  ($  1,128,277)   ($    867,098)
                                                       =============    =============

                 Earnings per share:
                   Basic - as reported                 ($       0.21)   ($       0.16)
                   Basic - pro forma                   ($       0.21)   ($       0.16)
</TABLE>


                                      -12-
<PAGE>

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

Results of Operations

Nine Months Ended December 31, 2002 and December 31, 2001

Investment Income Investment income decreased by $459,440 to $403,980 for the
nine month period ended December 31, 2002 from $863,420 for the same period
ended December 31, 2001. This primarily reflected a decrease in earnings from
temporarily invested funds of $424,625 as a result of a decrease in interest
rates and a decrease in the idle funds that were invested. Interest from Small
Business concerns decreased by $33,290 due mainly to the financial difficulties
of a portfolio company that generated interest of $120,000 in 2001 and $0 in
2002 offset by interest on new loans.

Interest Expense

Interest expense decreased from $1,416,772 for the nine months ended December
31, 2001 to $1,384,859 for the same period ended December 31, 2002 due to a
repayment of $900,000 to the U.S. Small Business Administration (the "SBA") on
September 1, 2001.

Operating Expenses

The Company's operating expenses increased from $1,235,464 for the nine months
ended December 31, 2001 to $1,255,318 for the nine months ended December 31,
2002. Payroll and payroll-related expenses increased by $11,887 principally due
to salary increases. Professional fees decreased by $8,655 due to the decrease
in legal and accounting fees. Insurance expense increased by $26,594, stock
record costs and listing fees increased by $20,634 and there were miscellaneous
decreases of $30,606.

Realized Gain (Loss) on Investments

The Company realized a $198,062 gain on the sale of its entire equity position
in two portfolio companies and a portion of its position in another portfolio
company in fiscal 2003.

In fiscal 2002, the Company realized a $2,382,039 loss on the sale of its entire
interest in five portfolio companies and a portion of its equity position in two
other portfolio companies. The Company also realized a $842,598 gain on calls
sold in two portfolio companies.


                                      -13-
<PAGE>

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

Changes in Unrealized Depreciation of Investments

There was an increase in unrealized depreciation of investments (excluding
short-term marketable securities) of $2,455,603 for the nine months ended
December 31, 2002 principally related to the decline in fair market value of one
portfolio security and the decline in market prices of publicly traded portfolio
securities, compared to an increase in unrealized depreciation of $4,419,948
(excluding short-term marketable securities) for the nine months ended December
31, 2001, principally related to the decline in market prices of publicly-traded
portfolio securities.


                                      -14-
<PAGE>

Item 2.

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

Results of Operations

Three Months Ended December 31, 2002 and December 31, 2001

Investment Income Investment income decreased by $75,960 to $112,102 for the
three month period ended December 31, 2002 from $188,062 for the same period
ended December 31, 2001. This primarily reflected a decrease in earnings from
temporarily invested funds of $159,454 as a result of a decrease in interest
rates and a decrease in the idle funds that were invested. Interest from small
business concerns increased by $83,494 due primarily to new loans to portfolio
companies.

Interest Expense

Interest expense was $440,010 for the three months ended December 31, 2002 and
$440,111 for the same period ended December 31, 2001.

Operating Expenses

The Company's operating expenses increased from $409,674 for the three months
ended December 31, 2001 to $450,897 for the three months ended December 31,
2002. Payroll and payroll-related expenses decreased by $21,154 principally due
to a matching 401 (K) catch-up expense (the 401 (K) Plan was implemented in
October 2001). Insurance expense increased by $6,329. Professional fees
increased by $40,453 due to an increase in accounting fees and tax return
preparation fees; and stock record costs and listing fees increased by $17,694.
There were miscellaneous decreases of $2,099.

Realized Gain (Loss) on Disposition of Investments

The Company had a $243,574 gain on disposition of one of its portfolio
investments and a portion of its position in another portfolio company for the
three months ended December 31, 2002. There was a $2,908,685 realized loss for
the three months ended December 31, 2001 on the sale of a portion of its equity
position in one portfolio company and the sale of its entire investment in two
portfolio companies.


                                      -15-
<PAGE>

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

Changes in Unrealized Depreciation of Investments

There was a increase in unrealized depreciation of investments (excluding
short-term marketable securities) of $654,409 for the three months ended
December 31, 2002 principally related to the decrease in fair market value of
one portfolio security compared to a net increase of $2,721,121 in unrealized
appreciation (excluding short term marketable securities) for the same period
ended December 31, 2001 principally related to the sale of portfolio companies
having an unrealized depreciation of $2,966,206.

Liquidity and Capital Resources

The Company is required to be in compliance with the capital impairment rules,
as defined by Regulation 107.1830 of the SBA Regulations. As of December 31,
2002, the Company had an impairment of its capital. As such, the SBA could
declare the entire indebtedness including accrued interest immediately due and
payable. In addition, the SBA could avail itself of any remedy available to the
SBA to effect the repayment of the Debentures, including transferring the
Company to the SBA's Office of Liquidation. If the SBA were to require the
Company to immediately pay back the entire indebtedness including accrued
interest, certain private security investments would need to be disposed of in a
forced sale which may result in proceeds less than their carrying value. As
such, this impairment could have a material adverse effect on the Company's
financial position, results of operations and cash flows. The Company is in
ongoing discussions with the SBA to cure this impairment.

At December 31, 2002, the Company had cash and cash equivalents and short-term
marketable securities totaling $8,411,482. The Company believes that its cash
and its short-term investments, along with its ability to sell certain of its
publicly-traded portfolio investments will be adequate to meet both the
investment opportunities that the Company anticipates and its working capital
needs through December 31, 2003. However, if the SBA declares the entire
indebtedness including accrued interest immediately due and payable, certain
public and private security investments may need to be disposed of in a forced
sale which may result in proceeds less than their current fair value; as such,
by selling its public and private security investments, the Company may not
generate sufficient cash flows to repay the SBA Debentures as well as fund
operations in the ordinary course of business after March 31, 2003.


                                      -16-
<PAGE>

                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          & QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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," or "continue" 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.

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.

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 December 31, 2002, the Company
had no publicly-traded debt securities in its portfolio.


                                      -17-
<PAGE>

                             WINFIELD CAPITAL CORP.
           QUANTITIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                       CONTINUED & CONTROLS AND PROCEDURES

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 also consists of unrestricted, freely marketable
common stocks of publicly-owned companies. These freely 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 December 31, 2002, the Company
had no option contracts outstanding as part of its portfolio.

Item 4.

Controls and Procedures

a.    Evaluation of Disclosure Controls and Procedures

      Based on their evaluation of the Company's disclosure controls and
      procedures conducted within 90 days of the date of filing this report on
      Form 10-Q the Company's Chief Executive Officer and Chief Financial
      Officer have concluded that the Company's disclosure controls and
      procedures (as defined in Rules 13a-14(c) and 15d-14(c) promulgated under
      the Securities Exchange Act of 1934) are effective to ensure that
      information required to be disclosed by the Company in reports that it
      files or submits under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      Securities Exchange Commission rules and forms.

b.    Changes in Internal Controls

      There were no significant changes in the Company's internal controls or in
      other factors that could significantly affect these controls subsequent to
      the date of their evaluation. There were no deficiencies or material
      weaknesses, and therefore, there were no corrective actions taken.


                                      -18-
<PAGE>

                            CERTIFICATION PURSUANT TO
                                    18 U.S.C.
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

We, Paul A. Perlin, Chief Executive Officer and R. Scot Perlin, Chief Financial
Officer of Winfield Capital Corp. (the "Company"), certify, that:

1.    We have reviewed this quarterly report on Form 10-Q of Winfield Capital
      Corp.

2.    Based on our knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report.

3.    Based on our knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Company as of, and for, the periods presented in this
      quarterly report.

4.    We are responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
      the Company and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the Company, is made known to us by
            others within the Company particularly during the period in which
            this quarterly report is being prepared;

      b)    evaluated the effectiveness of the Company's disclosure controls and
            procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date.

5.    We have disclosed, based on our most recent evaluation, to the Company's
      auditors and the Audit Committee of the Company's Board of Directors (or
      persons performing the equivalent function):

      a)    all significant deficiencies in the design of internal controls
            which could adversely affect the Company's ability to record,
            process, summarize and report financial data and have identified for
            the Company's auditors any material weaknesses in internal controls;
            and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls.


                                      -19-
<PAGE>

6.    We have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of our most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.


/s/ Paul A. Perlin
-----------------------
Paul A. Perlin
Chief Executive Officer


/s/ R. Scot Perlin
-----------------------
R. Scot Perlin
Chief Financial Officer

February 12, 2003


                                      -20-
<PAGE>

                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION

Item 5. - Other Information

Mr. David Greenberg resigned as an executive officer and employee of the Company
effective at the close of business on December 31, 2002 in order to pursue other
interests. He will continue to serve as a member of Winfield Capital's Board of
Directors. Present management will assume his responsibilities and the Company
does not currently intend to hire a replacement.

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

            a.    Exhibit Index

                  The following Exhibits are filed as part of this Quarterly
                  Report on Form 10-Q.

                  Exhibit No.             Description

                  10(K)                   Employment Agreement with
                                          Paul A. Perlin dated
                                          November 15, 2002 as of
                                          November 1, 2002

                  99.1                    Certification Pursuant to 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

                  No reports on Form 8-K were filed during the third quarter of
                  the Registrant's fiscal year ending March 31, 2003.

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: February 13, 2003


                                      -21-