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

                                   FORM 8-K/A

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 13, 2005

                                  Wincroft, Inc
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
                               -------------------
                 (State or other jurisdiction of incorporation)


        0-12122                                               84-0601802
------------------------                                 -------------------
(Commission File Number)                                 (I.R.S. Employer
                                                         Identification No.)

18170 Hillcrest,Suite 100,Dallas,Texas                          75252
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (972) 612 1400


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))





Item 4.01 Changes in Registrant's Certifying Public Accountant

Previous Independent Accountants

      On  May  13,  2005,   Registrant   dismissed  Larry  O'Donnell  CPA,  P.C.
("O'Donnell")  as its  principal  accountant.  Such  action had been  previously
approved by the  Registrant's  Board of  Directors.  O'Donnell's  reports on the
financial  statements  of the Company for the two most recent fiscal years ended
March 31,2004 and March 31,2003 did not contain an adverse opinion or disclaimer
of opinion,  and were not modified as to audit scope or  accounting  principles.
O'Donnell had been appointed as auditor of the corporation on May 12,1998.  From
the time of O'Donnell's appointment as the Company's auditor through the date of
this report,  there have been no  disagreements  with O'Donnell on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
O'Donnell,  would have caused  O'Donnell to make reference to the subject matter
of the  disagreements in connection with its report.  During the two most recent
fiscal years and through the date of this report  there have been no  reportable
events.

New Independent Accountants

      On May 13,  2005,  the  Registrant  retained  Comiskey  &  Company  as the
Company's  independent  accountants  to  conduct  an audit  of the  Registrant's
financial  statements for the fiscal year ended March 31, 2005.  This action was
previously approved by the Registrant's Board of Directors.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits

            16.1    Letter from Larry O'Donnell  CPA, P.C. re: resignation as
                    certifying accountant.






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                  WINCROFT,INC
                              ---------------------
                                  (Registrant)

Date:  June 1, 2005

                               /s/ Daniel Wettreich
                              ----------------------
                              Daniel Wettreich, CFO