##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q/A



---



Amendment No. 1



(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the period ended September 30, 2004



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 000-25315



---



S WIND-UP CORPORATION

(Exact name of Registrant as specified in its Charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3225290                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



P.O. BOX BD

LOS ALTOS, CA 94023

(Address of Principal Executive Offices including Zip Code)



(650) 599-5846

(Registrants Telephone Number, Including Area Code)



---



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 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 12b-2 of the Exchange
Act).    Yes ̈No  x



As of October 31, 2004, Registrant had 47,109,843 shares of common stock
issued and outstanding.



---



---

##### Table of Contents

S WIND-UP CORPORATION



QUARTERLY REPORT ON FORM 10-Q/A FOR THE PERIOD ENDED SEPTEMBER 30, 2004



EXPLANATORY NOTE: This quarterly report on Form 10-Q/A amends and restates in its entirety
the quarterly report on Form 10-Q of S Wind-up Corporation (the Company) for the quarter ended September 30, 2004 filed with the Securities and Exchange Commission (SEC) on November 2, 2004. Except as specifically set forth
herein, this Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q on November 2, 2004. This Form 10-Q/A is being filed for the following purposes:



| | (1) | The interim financial statements included in Item 1 of Part I of the original Form 10-Q filed on November 2, 2004 had not been reviewed by independent public accountants as required
by the relevant rules of the SEC. The interim financial statements have since been reviewed by our independent public accountants, and a copy of their report is included with this Form 10-Q/A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Item 4 of Part I has been revised to include disclosure regarding the Companys disclosure controls and procedures.
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (3) | The certifications required by the relevant rules of the SEC have been included as Exhibits 31 and 32.
| | --- | ------------------------------------------------------------------------------------------------------



TABLE OF CONTENTS



|                              |  |                                                                                                            |  |         
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                            |  | Page No.
|PART I.
FINANCIAL INFORMATION |  |                                                                                                           
|                              |  |                                                                                                           
|Item 1.                       |  | Financial Statements (unaudited):                                                                          |  |         
|                              |  |                                                                                                           
|                              |  | Statements of Net Assets in Liquidation, September 30, 2004 and December 31, 2003                          |  | 3       
|                              |  |                                                                                                           
|                              |  | Statements of Changes in Net Assets in Liquidation, for the three and nine months ended September 30, 2004 |  | 4       
|                              |  |                                                                                                           
|                              |  | Condensed Consolidated Statements of Operations, for the three and nine months ended September 30, 2003    |  | 5       
|                              |  |                                                                                                           
|                              |  | Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2003                |  | 6       
|                              |  |                                                                                                           
|                              |  | Notes to Condensed Consolidated Financial Statements                                                       |  | 7       
|                              |  |                                                                                                           
|                              |  | Report of Independent Registered Public Accounting Firm                                                    |  | 10      
|                              |  |                                                                                                           
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 11      
|                              |  |                                                                                                           
|Item 3.                       |  | Qualitative and Quantitative Disclosures about Market Risk                                                 |  | 13      
|                              |  |                                                                                                           
|Item 4.                       |  | Controls and Procedures                                                                                    |  | 13      
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                           
|                              |  |                                                                                                           
|Item 1.                       |  | Legal Proceedings                                                                                          |  | 14      
|                              |  |                                                                                                           
|Item 2.                       |  | Use of Proceeds                                                                                            |  | 14      
|                              |  |                                                                                                           
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                           |  | 14      
|                              |  |                                                                                                           
|                              |  | SIGNATURES                                                                                                 |  | 15      



2



---

##### Table of Contents

PART I FINANCIAL INFORMATION



Item 1.Financial Statements



S WIND-UP CORPORATION



STATEMENTS OF NET ASSETS IN LIQUIDATION

(In thousands)

(Unaudited)



|                                         |  |                    |       |                   |   |      
|---------------------------------------- |  | ------------------ | ----- | ----------------- | - | -----
|                                         |  | September 30, 2004 |       | December 31, 2003
|ASSETS                                   |  |                    |       |                   |   |      
|Cash and cash equivalents                |  | $                  | 1,451 |                   | $ | 6,065
|Accounts receivable                      |  |                    |      |                   |   | 34   
|Amount due from shareholder              |  |                    |      |                   |   |     
|Amount due from Group 1 Software, Inc.   |  |                    |      |                   |   | 1,635
|Other assets                             |  |                    |      |                   |   | 33   
|                                         |  |                    |       |                   |   |      
|Total assets                             |  | $                  | 1,451 |                   | $ | 7,767
|                                         |  |                    |       |                   |   |      
|LIABILITIES                              |  |                    |       |                   |   |      
|Accounts payable and accrued liabilities |  | $                  |      |                   | $ | 1,147
|Accrued costs of liquidation             |  |                    | 207   |                   |   | 1,280
|Commitments and contingencies            |  |                    |      |                   |   |     
|                                         |  |                    |       |                   |   |      
|Total liabilities                        |  |                    | 207   |                   |   | 2,427
|                                         |  |                    |       |                   |   |      
|Net assets in liquidation                |  | $                  | 1,244 |                   | $ | 5,340
|                                         |  |                    |       |                   |   |      



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



3



---

##### Table of Contents

S WIND-UP CORPORATION



STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

(In thousands)

(Unaudited)



|                                                              |  |                                       |       |                                      |   |        |  
|------------------------------------------------------------- |  | ------------------------------------- | ----- | ------------------------------------ | - | ------ | -
|                                                              |  | Three months ended September 30, 2004 |       | Nine months ended September 30, 2004 |  
|Net increase (decrease) in net assets in liquidation:         |  |                                       |       |                                      |   |        |  
|Interest income                                               |  | $                                     | 4     |                                      | $ | 22     |  
|Refunds of utility and state tax payments                     |  |                                       | 47    |                                      |   | 62     |  
|Reimbursement of class action legal fees by insurance carrier |  |                                       | 150   |                                      |   | 150    |  
|Amount due from shareholder                                   |  |                                       |      |                                      |   | 100    |  
|Amount due from Group 1                                       |  |                                       |      |                                      |   | 281    |  
|Initial distribution to stockholders                          |  |                                       |      |                                      |   | (4,711 | )
|                                                              |  |                                       |       |                                      |   |        |  
|Net increase (decrease) in net assets in liquidation          |  |                                       | 201   |                                      |   | (4,096 | )
|Net assets in liquidation, beginning of period                |  |                                       | 1,043 |                                      |   | 5,340  |  
|                                                              |  |                                       |       |                                      |   |        |  
|Net assets in liquidation, September 30, 2004                 |  | $                                     | 1,244 |                                      | $ | 1,244  |  
|                                                              |  |                                       |       |                                      |   |        |  



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



4



---

##### Table of Contents

S WIND-UP CORPORATION



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)



|                                                              |  |                                       |        |   |                                      |   |        |  
|------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ------------------------------------ | - | ------ | -
|                                                              |  | Three Months Ended September 30, 2003 |        |   | Nine Months Ended September 30, 2003 |  
|Revenue:                                                      |  |                                       |        |   |                                      |   |        |  
|License                                                       |  | $                                     | 4,104  |   |                                      | $ | 11,984 |  
|Service                                                       |  |                                       | 3,573  |   |                                      |   | 10,692 |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Total revenue                                                 |  |                                       | 7,677  |   |                                      |   | 22,676 |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Cost of revenue:                                              |  |                                       |        |   |                                      |   |        |  
|License                                                       |  |                                       | 569    |   |                                      |   | 1,624  |  
|Service                                                       |  |                                       | 1,189  |   |                                      |   | 4,071  |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Total cost of revenue                                         |  |                                       | 1,758  |   |                                      |   | 5,695  |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Gross profit                                                  |  |                                       | 5,919  |   |                                      |   | 16,981 |  
|Operating expenses:                                           |  |                                       |        |   |                                      |   |        |  
|Sales and marketing                                           |  |                                       | 3,392  |   |                                      |   | 11,330 |  
|Research and development                                      |  |                                       | 2,148  |   |                                      |   | 6,628  |  
|General and administrative                                    |  |                                       | 1,710  |   |                                      |   | 4,001  |  
|Restructuring costs (credit)                                  |  |                                       |       |   |                                      |   | (5     | )
|                                                              |  |                                       |        |   |                                      |   |        |  
|Total operating expenses                                      |  |                                       | 7,250  |   |                                      |   | 21,954 |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Loss from operations                                          |  |                                       | (1,331 | ) |                                      |   | (4,973 | )
|Interest income (expense), net                                |  |                                       | (204   | ) |                                      |   | (2,994 | )
|Other income (expense), net                                   |  |                                       | (208   | ) |                                      |   | (140   | )
|                                                              |  |                                       |        |   |                                      |   |        |  
|Net loss before income taxes                                  |  |                                       | (1,743 | ) |                                      |   | (8,107 | )
|Provision for income taxes                                    |  |                                       | 82     |   |                                      |   | 413    |  
|                                                              |  |                                       |        |   |                                      |   |        |  
|Net loss                                                      |  | $                                     | (1,825 | ) |                                      | $ | (8,520 | )
|                                                              |  |                                       |        |   |                                      |   |        |  
|Basic and diluted net loss per share                          |  | $                                     | (0.04  | ) |                                      | $ | (0.18  | )
|                                                              |  |                                       |        |   |                                      |   |        |  
|Shares used in computing basic and diluted net loss per share |  |                                       | 47,110 |   |                                      |   | 46,742 |  



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



5



---

##### Table of Contents

S WIND-UP CORPORATION



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(amounts in thousands)



|                                                                            |  |                                      |        |  
|--------------------------------------------------------------------------- |  | ------------------------------------ | ------ | -
|                                                                            |  | Nine Months Ended September 30, 2003 |       
|                                                                           
|Cash flows from operations:                                                 |  |                                      |        |  
|Net loss                                                                    |  | $                                    | (8,520 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                      |        |  
|Depreciation and amortization                                               |  |                                      | 1,999  |  
|Amortization of warrant cost                                                |  |                                      | 1,715  |  
|Accrued interest on short-term loan                                         |  |                                      | 143    |  
|Net loss on disposal of property and equipment                              |  |                                      | 200    |  
|Gain from sale and collection of officer and shareholder notes              |  |                                      | (612   | )
|Minority interest in earnings of subsidiary                                 |  |                                      | (131   | )
|Changes in operating assets and liabilities:                                |  |                                      |        |  
|Accounts receivable                                                         |  |                                      | 1,652  |  
|Other current assets                                                        |  |                                      | 1,345  |  
|Other assets                                                                |  |                                      | 629    |  
|Accounts payable                                                            |  |                                      | (873   | )
|Accrued liabilities                                                         |  |                                      | (1,073 | )
|Deferred revenue                                                            |  |                                      | 191    |  
|Other long-term liabilities                                                 |  |                                      | (4     | )
|                                                                            |  |                                      |        |  
|Net cash used in operating activities                                       |  |                                      | (3,339 | )
|                                                                            |  |                                      |        |  
|Cash flows from investing activities:                                       |  |                                      |        |  
|Purchase of property and equipment                                          |  |                                      | (32    | )
|Net proceeds from sale of property and equipment                            |  |                                      | 97     |  
|Proceeds from the sale and collection of officer and shareholder notes      |  |                                      | 1,485  |  
|Purchase of minority interest                                               |  |                                      | (300   | )
|                                                                            |  |                                      |        |  
|Net cash provided by investing activities                                   |  |                                      | 1,250  |  
|                                                                            |  |                                      |        |  
|Cash flows from financing activities:                                       |  |                                      |        |  
|Payments of principal under capital lease obligations                       |  |                                      | (1,364 | )
|Restricted cash                                                             |  |                                      | 775    |  
|Proceeds from short-term debt                                               |  |                                      | 7,000  |  
|Payments of short-term debt                                                 |  |                                      | (7,143 | )
|Repurchase of warrants                                                      |  |                                      | (500   | )
|Proceeds from exercise of stock options and warrants                        |  |                                      | 69     |  
|                                                                            |  |                                      |        |  
|Net cash used in financing activities                                       |  |                                      | (1,163 | )
|                                                                            |  |                                      |        |  
|Effect of exchange rate changes                                             |  |                                      | (73    | )
|                                                                            |  |                                      |        |  
|Net decrease in cash and cash equivalents                                   |  |                                      | (3,325 | )
|                                                                            |  |                                      |        |  
|Cash and cash equivalents, beginning of the period                          |  |                                      | 9,711  |  
|                                                                            |  |                                      |        |  
|Cash and cash equivalents, end of the period                                |  | $                                    | 6,386  |  
|                                                                            |  |                                      |        |  
|Supplemental disclosure of cash flow information:                           |  |                                      |        |  
|Cash payments for interest                                                  |  | $                                    | 245    |  
|Cash payments for taxes                                                     |  | $                                    | 320    |  
|Supplemental disclosure of non-cash investing and financing activity:       |  |                                      |        |  
|Equipment acquired under capital leases                                     |  | $                                    | 11     |  



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



6



---

##### Table of Contents

S WIND-UP CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except where noted)



References in this quarterly report to S Wind-up, we, our and us refer to S Wind-up Corporation and its
subsidiaries, unless the context otherwise requires.



NOTE 1. SALE OF
SUBSTANTIALLY ALL ASSETS, ACCOUNTING BASIS AND SUMMARY OF SIGNIFICANT ACCOUNTING BASIS POLICIES



Liquidation Basis of Accounting and Sale of Substantially all Assets



The accompanying consolidated financial statements of S Wind-up Corporation
(formerly Sagent Technology, Inc.) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.   Certain information and note disclosures normally included in financial statements have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended December 31, 2003.



We
have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally
accepted in the United States of America. Significant assumptions inherent in the preparation of the accompanying financial statements include, but are not limited to, accrued costs of liquidation and commitments and contingencies. Actual results
could differ from those estimates.



On April 15, 2003, we
entered into a definitive asset purchase agreement (the Asset Purchase Agreement) to sell substantially all of our assets to Group 1 Software, Inc. (Group 1).



On October 1, 2003, the asset sale contemplated by the Asset Purchase Agreement was consummated.



Effective with the closing, we received $13.0 million in the form of $5.6
million in cash and the assumption of $7.4 million in secured loans and accrued interest payable to Group 1 under a bridge loan. Under the terms of the Asset Purchase Agreement, we retained approximate $1.5 million in cash, certain other assets and
liabilities for outstanding litigation and approximately $1.2 million of accrued compensation payable to key officers. In addition, pursuant to the terms of the Asset Purchase Agreement, Group 1 withheld $4.0 million of the purchase price pending
final resolution of the net book value of assets and liabilities acquired and appropriate indemnification claims (the purchase price adjustment), which was finalized at $2.0 million, resulting in an adjusted purchase price of $15.0
million. On March 10, 2004, we received $1.6 million of the final $2.0 million of cash proceeds; the remaining $0.4 million in cash was being withheld for potential contingency claims. On July 2, 2004, we received $0.3 million as final payment from
Group 1.



Our remaining assets consist primarily of cash.



Pursuant to the plan of dissolution, which was approved by
stockholders on September 30, 2003, since October 1, 2003, our operations have been limited to winding-up our business and affairs, selling our remaining assets and discharging our known liabilities. We plan to distribute any remaining assets to our
stockholders, all in accordance with the plan of dissolution. As a result, we changed our basis of accounting to the liquidation basis as of October 1, 2003. Under the liquidation basis of accounting, assets and liabilities are reflected at the
estimated amounts to be paid or received; however actual costs could differ from those estimates. Distributions ultimately made to stockholders upon liquidation will differ from the net assets in liquidation recorded in the accompanying
Statement of Net Assets in Liquidation as a result of future operations, and adjustments, if any, to estimated costs of liquidation. The accompanying historical statements of operations for the three and nine months ended and cash flows for the nine
months ended September 30, 2003 have been presented on a going concern basis comparable to prior periods, which assumes the realization of assets and the liquidation of liabilities in the normal course of business.



It is our intention to settle our outstanding obligations and sell our
remaining assets as expeditiously as possible. Final dissolution and related distributions to stockholders will occur upon obtaining final resolution on any remaining liquidation issues.



Pursuant to the plan of dissolution, we filed Articles of Dissolution with the Secretary of State of the State of Delaware
on April 15, 2004. We also filed Articles of Amendment to change our name from Sagent Technology, Inc. to S Wind-up Corporation, effective April 15, 2004.



7



---

##### Table of Contents

Principles of Consolidation



The consolidated financial statements include the accounts of S Wind-up and its wholly-owned subsidiaries, Qualitative
Marketing Software, Inc. (QMS) and Sagent Benelux, and its former wholly-owned subsidiaries, Sagent de Brazil, Sagent Australia Pty Ltd, Sagent de Mexico, Sagent U.K., Ltd., Sagent Technology GmbH, Sagent France, S.A., Sagent Technology Japan KK,
and Sagent Asia/Pacific Pte Ltd. through the time the subsidiary was sold or liquidated. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such
estimates include, but are not limited to, the accounting for contingencies and accrued costs of liquidation, which represents the estimate of costs to be incurred during dissolution. Our current estimated range of loss related to some of the
contingencies is based on claims for which we can estimate the amount and range of loss. Actual results could differ from those estimates.



NOTE 2. ACCRUED LIABILITIES



Accrued liabilities consist of the following:



|                                  |  |                    |   |                   |   |      
|--------------------------------- |  | ------------------ | - | ----------------- | - | -----
|                                  |  | September 30, 2004 |   | December 31, 2003
|                                  |  | (unaudited)        |   |                  
|Officer compensation and benefits |  | $                  |  |                   | $ | 1,117
|Other                             |  |                    |  |                   |   | 30   
|                                  |  |                    |   |                   |   |      
|Total                             |  | $                  |  |                   | $ | 1,147
|                                  |  |                    |   |                   |   |      



8



---

##### Table of Contents

NOTE 3. LEGAL PROCEEDINGS



Legal Proceedings



From time to time, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved, pending or future
litigation could be costly and could upon resolution, have a material adverse affect on our financial position.



In January 2004, Consolidated Freightways Corp. trustee filed a complaint against us to avoid and recover certain preferential transfers. Payments
totaling $12 have been alleged in the complaint. In June 2004, we entered into a Settlement Agreement which called for us to pay $9 in full settlement of all claims. The $9 was paid on July 1, 2004.



Guarantees



Prior to the sale of our assets to Group 1, we entered into standard
indemnification provisions within our software license agreements with our customers and technology partners. Pursuant to these provisions, we historically offered to indemnify, defend and hold harmless the indemnified party for losses suffered or
incurred by the indemnified party in connection with any U.S. patent, copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions was generally perpetual
any time after execution of the license agreement. The maximum potential amount of future payments that we could be required to make under these indemnification provisions was unlimited. We have, in the past, incurred costs to defend intellectual
property lawsuits.



We have agreements in place with our
directors and officers whereby we indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under
these indemnification agreements is unlimited; however, we have a tail director and officer insurance policy, which may enable us to recover a portion of any future amounts paid.



9



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

S Wind-up Corporation:



We have reviewed the accompanying statement of net assets in liquidation of S Wind-up Corporation as of September 30, 2004 and the related statements of changes in net assets in liquidation for the three-month and
nine-month periods then ended. These interim financial statements are the responsibility of the Companys management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information
consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company
Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for
them to be in conformity with accounting principles generally accepted in the United States of America.



/s/ Burr, Pilger & Mayer LLP



Palo Alto,
California

March 24, 2005



10



---

##### Table of Contents

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



The Managements Discussion and Analysis of Financial Condition and Results of Operations contains forward looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on a number of assumptions by us about the future, usually based on current conditions. These assumptions may or may not prove to be
correct and, as a result, our own forward-looking statements may also be inaccurate. On the other hand, based on what we know today and what we expect in the future, we believe that the forward-looking statements we make in this report are
reasonable. In most cases, when we use words like believe, expect, estimate, anticipate, project, plan, or predict to describe something which has not yet occurred,
we are making a forward-looking statement. These forward-looking statements involve risks and uncertainties. These risks and uncertainties include that we may have underestimated the amount of our obligations and liabilities, risks associated with
our liquidation and dissolution, including without limitation, settlement of our liabilities and obligations, costs incurred in connection with carrying out the plan of liquidation and dissolution and any potential additional expense, discharge of
contingent liabilities, and the winding up and dissolution of the Corporation.



Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements.
You should not place undue reliance on our forward-looking statements, as they are not guarantees of future results or distributions and represent our expectations only as of the date they are made.



Upon the sale of substantially all of our operating assets to Group 1 on
October 1, 2003, most of our employees resigned and accepted employment with Group 1 and we ceased operations. We cannot list here all of the risks and uncertainties that could cause our actual future financial results to differ materially our
present expectations or projections regarding estimated distribution to stockholders but we can identify many of them. For example, our future results could be affected by the cost of satisfying currently known liabilities, the need to satisfy
unanticipated liabilities that might arise in the future, the expenses of dissolving and winding up our business, and the price at which S Wind-up stock may be held or sold. It is important to remember that forward-looking statements speak only as
of the date when they are made and we do not promise that we will publicly update or revise those statements whenever conditions change or future events occur. Accordingly we do not recommend that any person seeking to evaluate our Company should
place undue reliance on any forward-looking statements in this report.



The following discussion and analysis should be read in conjunction with our financial statements and in Note 3, Legal Proceedings.



Critical Accounting Policies and Estimates



Our discussion and analysis of our historical and liquidation based financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported
amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to accrued costs of liquidation and commitments
and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our historical and
liquidation based consolidated financial statements:



Contingent Liabilities



We have been subject to legal proceedings and claims in
the past in the ordinary course of our business. While all such prior legal proceedings have been resolved, we may in the future be subject to legal disputes, which, even if not meritorious, could result in the expenditure of significant financial
resources.



11



---

##### Table of Contents

Accrued Costs of Liquidation and Effects of Change to Liquidation Basis



Pursuant to the plan of dissolution, which was approved by stockholders on
September 30, 2003, since October 1, 2003, our operations have been limited to winding-up our business and affairs, selling our remaining assets and discharging our known liabilities. We plan to distribute any remaining assets to our stockholders in
accordance with the plan of dissolution. As a result, we changed our basis of accounting to the liquidation basis as of October 1, 2003. Under the liquidation basis of accounting, assets and liabilities are reflected at the estimated amounts to be
paid or received; however actual costs could differ from those estimates. Distributions ultimately made to stockholders upon liquidation will differ from the net assets in liquidation recorded in the accompanying Statement of Net Assets
in Liquidation as a result of future operations, the sale proceeds ultimately received by us and adjustments, if any, to estimated costs of liquidation. The accompanying historical statements of operations for the three and nine months ended and
cash flows for nine months ended September 30, 2003 have been presented on a going concern basis comparable to prior periods, which assumes the realization of assets and the liquidation of liabilities in the normal course of business.



It is our intention to settle our outstanding obligations as expeditiously as
possible. Final dissolution and related distributions to stockholders will occur upon obtaining final resolution on all liquidation issues.



At September 30, 2004, the following represents the estimated costs of liquidation (in thousands):



|                                     |  |                    |    
|------------------------------------ |  | ------------------ | ---
|                                     |  | September 30, 2004
|                                     |  | (unaudited)       
|Officer compensation and benefits    |  | $                  |   
|Legal, audit and tax services        |  | $                  | 134
|Other estimated costs of liquidation |  |                    | 73 
|                                     |  |                    |    
|Total                                |  | $                  | 207
|                                     |  |                    |    



Comparison of our Changes in Net
Assets in Liquidation for the Three Months Ended September 30, 2004 compared to our Results of Operations for the Three Months Ended September 30, 2003



This financial review should be read in conjunction with the accompanying consolidated financial statements and notes. On October 1, 2003, we completed
the sale of substantially all of our operating assets to Group 1 and ceased preparing our financial statements on a going concern basis under generally accepted accounting principles. Accordingly, changes in net assets in liquidation for the three
months ended September 30, 2004 are not comparable to the results of operations for the three months ended September 30, 2003. Effective October 1, 2003 we adopted the liquidation basis of accounting which is described in detail in Note 1 to the
accompanying consolidated financial statements. In the current fiscal year we had no operations. Therefore, there is no discussion of operations in this financial review.



Liquidity and Capital Resources



As of September 30, 2004, our net assets in liquidation were $1.2 million, including primarily cash and cash equivalents of $1.5 million. During the
quarter ended September 30, 2004, we extinguished $0.1 million of our accounts payable and accrued costs of liquidation. We also recorded $4 of interest income, $47 of utility and state tax refunds and reimbursement of class action legal fees by
insurance carrier of $150.



Outstanding Liabilities



At September 30, 2004, we had $207 in accrued costs of liquidation. Our
cash is being used to pay our outstanding liabilities and obligations, and to establish a reserve for future liabilities and expenses. Any cash not used to satisfy liabilities and expenses will be distributed to stockholders. It is our intention to
settle our outstanding obligations as expeditiously as possible. Final dissolution of the Company and related distributions to our stockholders will occur upon obtaining final resolution of all liquidation issues.



12



---

##### Table of Contents

Item 3. Qualitative and Quantitative Disclosures about Market Risk



We are exposed to certain market risks, including the effects of adverse changes in interest rates. Our exposure to such changes results from cash
deposits managed by Bank of America and Banc of America Investment Services, Inc. As of December 31, 2003 and September 30, 2004, we have no financial instruments in place to manage the impact of changes in interest rates. We estimate that a 1%
increase or decrease in interest rates would have impacted our income from these assets by less than $60,000 for the year ended December 31, 2003 and $14,500 for the three months ended September 30, 2004.



Item 4. Controls and Procedures



Evaluation of
Disclosure Controls and Procedures



As of October 1, 2003,
the Company sold substantially all of its assets and began the orderly dissolution and liquidation of its assets. As the Company currently has no ongoing operations, chief executive officer, principal financial officers, principal accounting officer
or employees, the evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report was performed by the Companys sole director. Based on
that evaluation, the Companys sole director has concluded that the Companys disclosure controls and procedures were not effective as of September 30, 2004 to ensure that information required to be disclosed in reports that the
Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in Internal Control Over Financial Reporting



There has been no change in our internal control over financial reporting
that occurred during the period covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.



13



---

##### Table of Contents

S WIND-UP CORPORATION



PART II OTHER INFORMATION



Item 1. Legal Proceedings



From
time to time, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved (see Note 3), pending or future litigation could be costly and could upon resolution, have a material adverse affect on
our financial position.



Item 2. Use of Proceeds



None



Item 6.
Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|   |  |                                                                        
|-- |  | -----------------------------------------------------------------------
|   | 
|31 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|   | 
|32 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|(b) | Reports on Form 8-K
|--- | -------------------



None



14



---

##### Table of Contents

SIGNATURES



In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                             |  |                  
|---------------------------- |  | -----------------
|/s/ Irv H. Lichtenwald       |  | Date: May 6, 2005
|Irv H. Lichtenwald, Director |  |                  



15