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 June 30, 2004
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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 [x] 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. [x] Yes [x] 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 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to Condensed Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - OTHER INFORMATION 7
2
WINCROFT, INC. and subsidiary
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEET
ASSETS
June 30,
2003
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Current Assets:
Cash $ 150
Total Assets $ 150
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 8,465
TOTAL LIABILITIES $ 8,465
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) (1,185,614)
Less treasury stock, 7,496,223 shares at cost (1,133)
(8,315)
$ 150
See accompanying notes to these financial statements.
3
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30
2004 2003
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Sales $ -- $ --
Cost of Sales -- --
Gross Profit -- --
Operating Expenses:
Administrative expenses -- --
Net Income (Loss) $ -- $ --
Net Income (Loss) per share* $ -- $ --
Weighted Average Number of
Shares outstanding 4,440,100 4,440,100
*less than (.01) per share
See accompanying notes to these financial statements.
4
WINCROFT, INC. and subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
June 30
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ -- $ --
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Increase in accounts payable -- --
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.
5
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
informationand 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, 2004.
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Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations
There was no revenue for the period. 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 three months was $0 ($0 2003). Net cash used by
investing activities was $0 ($0 in 2003) and by financing activities was $0 ($0
in 2003).
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.
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.
(b) Reports on Form 8-K
NONE
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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: August 12, 2004
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