U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13, or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 2005
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[ ] Transition report under Section 13 or 15 (d) of the Exchange Act
For the transition period from ______________ to ______________
Commission file number 0-12122
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WINCROFT, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-0601802
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18170 Hillcrest, Suite 100, Dallas, Texas 75252
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(Address of Principal Executive Offices)
(972) 612 1400
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. [x] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) [x] Yes [] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,440,100 common stock, no par value.
WINCROFT, INC.
and subsidiary
INDEX
Page
No.
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Part I - FINANCIAL INFORMATION:
Item 1. Condensed Balance Sheets (Unaudited) 3
Condensed Statements of Operations (Unaudited) 4
Condensed Statements of Cash Flows (Unaudited) 5
Notes to Condensed Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Controls and Procedures 6
Part II - OTHER INFORMATION 7
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WINCROFT, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEET
(Unaudited)
ASSET
December 31,
2005
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Current Assets:
Cash $ 150
Total Assets $ 150
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 11,621
TOTAL LIABILITIES $ 11,621
Stockholders' Equity (Deficit):
Common stock no par value,
75,000,000 shares authorized; 4,440,100 shares
issued and outstanding 10,280
Preferred Stock 25,000,000 authorized $.01 par value
None issued
Additional paid in capital 1,168,152
Retained Earnings (Deficit) (1,188,770)
Less treasury stock, 7,496,223 shares at cost (1,133)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT) (11,471)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 150
See accompanying notes to these financial statements.
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WINCROFT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
December 31, December 31,
2005 2004 2005 2004
----------- ----------- ----------- -----------
Sales $ -- $ -- $ -- $ --
Cost of Sales -- -- -- --
Gross Profit -- -- -- --
Operating Expenses:
Administrative expenses 473 -- 2,056 950
Total Operating Expenses 473 -- 2,056 950
Net Income (Loss) $ (473) $ -- $ (2,056) $ (950)
Net Income (Loss) per share* $ -- $ -- $ -- $ --
Weighted Average Number of
Shares outstanding 4,440,100 4,440,100 4,440,100 4,440,100
*less than (.01) per share
See accompanying notes to these financial statements.
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WINCROFT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
December 31,
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,056) $ (950)
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Increase in accounts payable 2,056 950
Net cash used by operating activities -- --
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash used by investing activities -- --
CASH FLOW FROM FINANCING ACTIVITIES:
Net cash provided (used) by financing activities -- --
NET INCREASE (DECREASE) IN CASH -- --
CASH AT BEGINNING OF PERIOD 150 150
CASH AT END OF PERIOD $ 150 $ 150
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ -- $ --
Cash paid for income taxes $ -- $ --
See accompanying notes to these financial statements.
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WINCROFT, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Financial Statements
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The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Registrant's annual Form 10-KSB for the year
ended March 31, 2005.
Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations
There was no revenue for the period. The loss for the period was $2,056 compared
with a loss of $950 for the previous year. This was due to administrative
expenses The Company is now seeking merger opportunities.
Liquidity and Capital Resources
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The Registrant has met its shortfall of funds from operations during prior
periods by the sale of its majority owned subsidiaries assets, and by borrowing
from its Directors and companies affiliated with its Directors. Net cash used by
operating activities for the period was $0 ($0 2004). Net cash used by investing
activities was $0 ($0 in 2004) and by financing activities was $0 ($0 in 2004).
The Registrant's present needs for liquidity principally relates to its
obligations for its SEC reporting requirements and the minimal requirements for
record keeping. The Registrant has limited liquid assets available for its
continuing needs. In the absence of any additional liquid resources, the
Registrant will be faced with cash flow problems.
Item 3. Controls and Procedures
As of the end of the period covered by this quarterly report, our Chief
Executive Officer and Chief Financial Officer (the "Certifying Officer")
conducted evaluations of our disclosure controls and procedures. As defined
under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
Act, as amended (the "Exchange Act") the term "disclosure controls and
procedures" means controls and other procedures of an issuer that are designed
to ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Exchange Act is recorded, processed,
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summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer 's management,
including the Certifying Officer, to allow timely decisions regarding required
disclosure. Based on this evaluation, the Certifying Officer has concluded that
our disclosure controls and procedures were effective to ensure that material
information is recorded, processed, summarized and reported by our management on
a timely basis in order to comply with our disclosure obligations under the
Exchange Act, and the rules and regulations promulgated thereunder.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(1) Articles of Incorporation: Incorporated by reference to
Registration Statement filed on Form 10, May 10, 1984; File No.
0-12122
(2) Bylaws: Incorporated by reference as immediately above.
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or
Rule 15d-14(a).
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or
Rule 15d-14(a).
32.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) or
Rule 15d-14(b)and 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) or
Rule 15d-14(b)and 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
WINCROFT, INC.
(Registrant)
By: /s/ Daniel Wettreich
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Daniel Wettreich,
President
Date: February 9, 2006
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