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


             FORM 8-K


             CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Date of Report
(Date of earliest event reported): March 10,
2008


	     WINSTED HOLDINGS, INC.
     ----------------------------------
Exact name of registrant as specified in its
charter)


FLORIDA  	000-32333	65-0972865
-------    	---------       -----------
State or other  Commission     	IRS Employer
jurisdiction    File Number    	Identification
of incorporation		Number


c/o; APPLETREE CAPITAL LTD.,
ONE NORTHFIELD PLAZA, SUITE 300,
NORTHFIELD, IL 60093
          --------------------------------
    (Address of executive offices and Zip Code)


Registrant's telephone number, including area
code: 847-441-1822
-----------------------------------------------
(Former name or former address, if changed
since last report): N/A


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 (SEE General
Instruction A.2. below):

[_]  Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-
12 under the Exchange Act (17 CFR 240.14a-12)

[_]  Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))

[_]  Pre-commencement communications pursuant
to Rule 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))



ITEM 7.01 REGULATION FD DISCLOSURES

On March 10, 2008 the Registrant issued a press
release announcing it had sign a Letter of
Intent to acquire a majority interest in
MultiCom One, Inc.  A copy of this press
release is hereby incorporated by reference and
furnished as part of this Current Report as
Exhibit 99.1.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits

99.1    Press Release issued March 10, 2008
regarding Letter of Intent to acquire a
majority interest in MultiCom One, Inc.

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 hereunto duly authorized.

Winsted Holdings, Inc.


Date: March 10, 2008
By: /s/ Francis Manzo
  -------------------
Francis Manzo, President



Exhibit 99.1

Winsted Holdings, Inc. Signs Letter of Intent
to Acquire a Majority Interest in MultiCom One,
Inc.

Winsted Holdings, Inc. Signs Letter of Intent
to Acquire a Majority Interest in MultiCom One,
Inc.
Monday March 10, 2008
Northfield, Ill. Winsted Holdings, Inc. (OTC:WNSH)
signed a Letter of Intent to acquire a majority
interest in MultiCom One, Inc. ("MCOI"), a
Diversified Telecommunications company
specializing in providing 4th generation
communications capabilities including fixed and
mobile WiMAX broadband solutions and various IP
applications to residential, small and medium
businesses, home land security and public safety
organizations, schools, local and state
governments, with a core focus on the hospitality,
condominium, and planned community segments.
Winsted CEO Frank Manzo stated, "I am excited that
we are beginning to execute our contemplated
business plan and that the first Company to
announce is one that has timely and exciting
possibilities in the telecommunications field.
MCOI has audited net assets of $2.0 million and
has presented an exciting business plan to us.
This is the first transaction for the Company and
there are several other transactions currently
being evaluated by the Company. This opportunity
is directly related to our intention to broaden
our business plan with respect to incubating
emerging private companies thereby enhancing
shareholder value."
Fred Grant, CEO of MultiCom One, Inc. commented,
"I'm delighted to be working hand and hand with
Winsted's management. Once the merger is complete,
we will begin a rapid expansion of the Company's
presence in various Telecom and Hospitality
sectors".
Founded in 1998 the officers, principals and Board
Members of MOCI have been in the forefront of the
wireless and telecommunications industry since
1965, with significant senior management
experience in a variety of Fortune 500
communications and technology sector companies."
Mr. Manzo went on to state, "The Letter of Intent
is conditional upon definitive agreements to be
negotiated and I would hope that we can reach a
final agreement in the near future."
Winsted Holdings Inc. intends to be a Leader in
incubating and developing private companies
ultimately spinning them off to shareholders and
enhancing shareholder value in the Company.
"Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995:
This release includes forward-looking statements
intended to qualify for the safe harbor from
liability established by the Private Securities
Litigation Reform Act of 1995. These forward-
looking statements generally can be identified by
phrases such as WNSH or its management "believes,"
"expects," "anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of similar
import. Similarly, statements in this release that
describe the Company's business strategy, outlook,
objectives, plans, intentions or goals also are
forward-looking statements. All such forward-
looking statements are subject to certain risks
and uncertainties that could cause actual results
to differ materially from those in forward-looking
statements.

Contact:
Winsted Holdings, Inc. Northfield, Illinois
Frank Manzo, CEO, 847-441-1822


This release includes forward-looking
statements intended to qualify for the safe
harbor from liability established by the
Private Securities Litigation Reform Act of
1995. These forward-looking statements
generally can be identified by phrases such as
WNSH or its management "believes," "expects,"
"anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of
similar import. Similarly, statements in this
release that describe the Company's business
strategy, outlook, objectives, plans,
intentions or goals also are forward-looking
statements. All such forward-looking statements
are subject to certain risks and uncertainties
that could cause actual results to differ
materially from those in forward-looking
statements. Actual results, performance or
achievements could differ materially from those
anticipated in such forward-looking statements
as a result of certain factors, including those
set forth in Winsted Holdings, Inc.'s filings
with the Securities and Exchange Commission.
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UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C. 20549

             FORM 8-K

             CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Date of Report
(Date of earliest event reported): March 10,
2008

	     WINSTED HOLDINGS, INC.
     ----------------------------------
Exact name of registrant as specified in its
charter)

FLORIDA  	000-32333	65-0972865
-------    	---------       -----------
State or other  Commission     	IRS Employer
jurisdiction    File Number    	Identification
of incorporation		Number

c/o; APPLETREE CAPITAL LTD.,
ONE NORTHFIELD PLAZA, SUITE 300,
NORTHFIELD, IL 60093
          --------------------------------
    (Address of executive offices and Zip Code)

Registrant's telephone number, including area
code: 847-441-1822
-----------------------------------------------
(Former name or former address, if changed
since last report): N/A

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 (SEE General
Instruction A.2. below):

[_]  Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-
12 under the Exchange Act (17 CFR 240.14a-12)

[_]  Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))

[_]  Pre-commencement communications pursuant
to Rule 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURES

On March 10, 2008 the Registrant issued a press
release announcing it had sign a Letter of
Intent to acquire a majority interest in
MultiCom One, Inc.  A copy of this press
release is hereby incorporated by reference and
furnished as part of this Current Report as
Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits

99.1    Press Release issued March 10, 2008
regarding Letter of Intent to acquire a
majority interest in MultiCom One, Inc.

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 hereunto duly authorized.

Winsted Holdings, Inc.

Date: March 10, 2008
By: /s/ Francis Manzo
  -------------------
Francis Manzo, President

Exhibit 99.1

Winsted Holdings, Inc. Signs Letter of Intent
to Acquire a Majority Interest in MultiCom One,
Inc.

Winsted Holdings, Inc. Signs Letter of Intent
to Acquire a Majority Interest in MultiCom One,
Inc.
Monday March 10, 2008
Northfield, Ill. Winsted Holdings, Inc. (OTC:WNSH)
signed a Letter of Intent to acquire a majority
interest in MultiCom One, Inc. ("MCOI"), a
Diversified Telecommunications company
specializing in providing 4th generation
communications capabilities including fixed and
mobile WiMAX broadband solutions and various IP
applications to residential, small and medium
businesses, home land security and public safety
organizations, schools, local and state
governments, with a core focus on the hospitality,
condominium, and planned community segments.
Winsted CEO Frank Manzo stated, "I am excited that
we are beginning to execute our contemplated
business plan and that the first Company to
announce is one that has timely and exciting
possibilities in the telecommunications field.
MCOI has audited net assets of $2.0 million and
has presented an exciting business plan to us.
This is the first transaction for the Company and
there are several other transactions currently
being evaluated by the Company. This opportunity
is directly related to our intention to broaden
our business plan with respect to incubating
emerging private companies thereby enhancing
shareholder value."
Fred Grant, CEO of MultiCom One, Inc. commented,
"I'm delighted to be working hand and hand with
Winsted's management. Once the merger is complete,
we will begin a rapid expansion of the Company's
presence in various Telecom and Hospitality
sectors".
Founded in 1998 the officers, principals and Board
Members of MOCI have been in the forefront of the
wireless and telecommunications industry since
1965, with significant senior management
experience in a variety of Fortune 500
communications and technology sector companies."
Mr. Manzo went on to state, "The Letter of Intent
is conditional upon definitive agreements to be
negotiated and I would hope that we can reach a
final agreement in the near future."
Winsted Holdings Inc. intends to be a Leader in
incubating and developing private companies
ultimately spinning them off to shareholders and
enhancing shareholder value in the Company.
"Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995:
This release includes forward-looking statements
intended to qualify for the safe harbor from
liability established by the Private Securities
Litigation Reform Act of 1995. These forward-
looking statements generally can be identified by
phrases such as WNSH or its management "believes,"
"expects," "anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of similar
import. Similarly, statements in this release that
describe the Company's business strategy, outlook,
objectives, plans, intentions or goals also are
forward-looking statements. All such forward-
looking statements are subject to certain risks
and uncertainties that could cause actual results
to differ materially from those in forward-looking
statements.

Contact:
Winsted Holdings, Inc. Northfield, Illinois
Frank Manzo, CEO, 847-441-1822

This release includes forward-looking
statements intended to qualify for the safe
harbor from liability established by the
Private Securities Litigation Reform Act of
1995. These forward-looking statements
generally can be identified by phrases such as
WNSH or its management "believes," "expects,"
"anticipates," "foresees," "forecasts,"
"estimates" or other words or phrases of
similar import. Similarly, statements in this
release that describe the Company's business
strategy, outlook, objectives, plans,
intentions or goals also are forward-looking
statements. All such forward-looking statements
are subject to certain risks and uncertainties
that could cause actual results to differ
materially from those in forward-looking
statements. Actual results, performance or
achievements could differ materially from those
anticipated in such forward-looking statements
as a result of certain factors, including those
set forth in Winsted Holdings, Inc.'s filings
with the Securities and Exchange Commission.