U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                    FORM 10-QSB/A

                                   Amendment No. 3

             (Mark One)

             xQuarterly report under Section 13, or 15 (d) of the  Securities
        Exchange Act of 1934

             For the quarterly period ended September 30, 1998

             oTransition report under Section  13 or 15  (d) of the  Exchange
        Act

             For   the   transition    period   from   ________________    to
        _________________

             Commission file number          0-12122


                                      WINCROFT, INC.

          (Exact Name of Small Business Issuer as Specified in Its Charter)


                         Colorado                        84-0601802
             (State or Other Jurisdiction of         (I.R.S. Employer
              Incorporation or Organization)          Identification No.)


              Elthorne Gate, 64 High Street, Pinner, Middlesex HA5 5QA
                      (Address of Principal Executive Offices)


                                011 44 81 429 7300
                  (Issuer's Telephone Number, Including Area Code)


             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.
        xYes oNo
                       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.
        oYes oNo

                        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:
        5,140,100 common stock, no par value.
                                          1

        <PAGE>                     WINCROFT, INC.
                                   and subsidiary

                                      I N D E X


                                                         Page No.

        Part I         FINANCIAL INFORMATION:

                  Item 1.   Consolidated Balance
                            Sheets                             3

                            Consolidated Statements of
                            Operations                         4

                            Consolidated Statements of
                            Cash Flows                         5

                            Notes to Consolidated
                            Financial Statements
                            (unaudited)                        6

                  Item 2.        Management's Discussion
                            and Analysis of Financial
                            Condition and Results of
                            Operations                         6

        Part II        OTHER INFORMATION                       7


             <PAGE>
                                 WINCROFT, INC. and subsidiary
                                PART I.   FINANCIAL INFORMATION

             Item 1.  Financial Statements

                                  CONSOLIDATED BALANCE SHEETS

                                            ASSETS


             <TABLE>
             <S>
                                                        <C>         <C>
                                                 September 30,1998  March 31, 1998
                                                  (Unaudited)        (Audited)

              Current Assets:
               Cash                              $   24,043         $   16,584
               Loan Receivable                       10,988                  -
               Prepaids                               3,944                  -
               Inventory                             29,425             29,425
               Non-marketable securities                  -             43,000

                Total current assets                 68,400             89,009

             Property and equipment
                   Leasehold improvements            26,370             26,370
                   Computer equipment               113,510            113,510
                    Other                            62,179             62,179

                  Total                          $  202,059          $ 202,059

             Total  Assets                       $  270,459         $ 291,068


                             LIABILITIES AND STOCKHOLDERS' EQUITY


              Current Liabilities:
               Accounts Payable                       4,064                  -
               Taxes Payable                            460                  -

                  Total current liabilities       $   4,524         $        -


             Total liabilities                    $   4,524         $        -

             Stockholders' Equity (Deficit):
               Common stock no par value,
                 75,000,000 shares authorized;
                 5,140,100 and 5,140,100
                 shares issued at September 30,
                 1998 and March 31, 1998,
                 respectively                        10,280             10,280
               Preferred Stock 25,000,000 authorized


                 $.01 par value 5,000 and 5,000
                  issued at September 30, 1998 and
                   March 31, 1998, respectively          50                 50
             Additional paid in capital           1,181,678          1,181,678
              Retained Earnings                    (924,940)         (899,807)
             Less treasury stock, 7,496,223
               shares at cost                       (1,133)            (1,133)
                                                    265,935            291,068

                                                  $ 270,459          $ 291,068
             </TABLE>

             See accompanying notes to these financial statements.

          <PAGE>
                                 WINCROFT, INC. and subsidiary

                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (UNAUDITED)


          <TABLE>
          <S>                         <C>       <C>     <C>      <C>       <C>

                                Three Months Ended Six Months Ended  Development Stage
                                     September 30,     September 30, March  31, 1998
                                                                     to
                                                                     September 30, 1998
                                                1997                1997
                                      1998    Restated   1998    Restated

          Revenue                     $10,224  $    -  $10,224   $    -      10,224
          Cost of Revenue                 -         -      -          -           -

          Gross Profit                    -         -      -          -           -

          Operating Expenses:
           Administrative expenses    (18,750)      -  (22,751)  (1,732)   (18,750)

            Total Operating Expenses  (18,750)      -  (22,751)  (1,732)   (18,750)

          Realized Loss on Sale of
             Securities               (10,020)      -  (10,020)       -    (10,020)

          Net Income (Loss)           (18,546)         (22,547)  (1,732)   (18,546)

          Net Income (Loss) per share*   *          *      *          *      *

          Weighted Average Number of 5,140,1007,536,600 5,140,100 7,536,600 5,140,10
            Shares outstanding
          *less than (.01) per share


          </TABLE>
          See accompanying notes to these financial statements.

          <PAGE>
                                WINCROFT, INC. and subsidiary
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)
          <TABLE>
          <S>                                   <C>     <C>          <C>
                                             Six Months Ended
                                                September 30,
                                                                 Development Stage
                                                         1997    March 31,1998 to
                                               1998     Restated September 30,1998

          CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income (loss)                 $ (22,547) $(1,732)  $(22,547)
           Adjustments to reconcile net
             income (loss) to net cash from
             operating activities:
           Depreciation and amortization          -                   -
           (Gain) loss on disposal of assets   10,020               10,020
           Foreign Currency                       389                  389
           Change in assets and liabilities:
             Accounts receivables and Prepaids (3,944)              (3,944)
             Taxes                                460                  460
             Accounts payable and accrued
                expenses                        4,064  1,688      4,064
              Net cash used by operating
                activities                     (11,562) (44)     (11,562)

          CASH FLOW FROM INVESTING ACTIVITIES:
           Loan Receivable                     (10,988)          (10,988)
           Purchases of property and equipment (2,975)           (2,975)
           Sales or Purchases of marketable
              securities                       32,980            32,980

            Net cash used by investing
               activities                      19,017            19,017

          CASH FLOW FROM FINANCING ACTIVITIES:
           Net cash provided (used) by
              financing activities                          -

          NET INCREASE (DECREASE) IN CASH       7,455    (44)     7,455

          CASH AT BEGINNING OF PERIOD           16,588     66     16,588

          CASH AT END OF PERIOD                 $24,043 $  22    $24,043

          SUPPLEMENTAL INFORMATION:
           Cash paid for interest               $   - $     -

          SCHEDULE OF NON CASH INVESTING AND FINANCIAL ACTIVITIES:
           Loan Payable by the issuance of
              Preferred Stock                  $2,000,000

             </TABLE>



             See accompanying notes to these financial statements.

             <PAGE>
                                 WINCROFT, INC. and subsidiary

                            NOTES TO CONDENSED FINANCIAL STATEMENTS
                                          (UNAUDITED)



             Financial Statements

             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.
             The  financial   statements  include   the  information   for   the
             subsidiary, Wincroft (UK), Ltd. acquired by the Company during  the
             period under review.

             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
             eleven months ended March 31, 1998.  The results of  the operations
             for  the  six  month  period  ended  September  30,  1998  are  not
             necessarily indicative  of the  operating  results for  the  fiscal
             year ending March 31, 1999.

             The  consolidated financial  statements  for  the  comparative  six
             months in  1997,  included the  accounts  of the  Company  and  the
             majority owned  company, Meteor  Technology, plc.  (_Meteor_).   At
             the year end, the Company  determined that the  interest should  be
             treated as  an  investment  not a  pooling  of  interest  thus  the
             quarterly numbers have been  restated to treat  the interest as  an
             investment.

             Adjustments were  made to eliminate  intercompany transactions  and
             for the conversion of Wincroft (UK), Ltd.'s numbers from pounds  to
             US Dollars.  The  conversion from British Pounds  to US Dollars  is
             based on US  accounting guidelines.   The conversion  rate for  the
             balance  sheet  was  based  on  the  published  exchange  rate   at
             September 30, 1998 and March  30, 1998, one pound equals $1.70  and
             $1.70, respectively.   The  conversion used  for the  statement  of
             operations was  based  on an  average  exchange rate  for  the  six
             months ended  September 30,  1998  and September  30, 1997.    This
             conversion rate was one pound  equals $1.70 for period ended  March
             30, 1998 and $1.7 for period ended September 30, 1998.

             The revenue  consisted  of  computer consulting  fees.    The  loan
             receivable consisted of $1,809  to  the wife  of the President  and
             $9,180 to  an unrelated  party.   Both unsecured  loans carried  an
             interest rate of   6% and  are due  on demand.   Subsequent to  the
             period under review the loans have been repaid.

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

             During the  period  under review  the  Company acquired  a  dormant
             company,  Wincroft,(UK),  Ltd.,  for  a  nominal  amount  which  is
             intended to be its  active subsidiary in the  United Kingdom.   The
             Company has changed its fiscal year  end from April 30 to March  31
             and therefore  the figures  from  last year  are actually  the  six
             month ending October 31.  The historic numbers  do not reflect  the
             future activities  of the  Company and  are not  indicative of  the
             operating results for  the current financial  period. The  revenues
             for  the period  were  minor,  and  consisted  of  consulting  fees
             received, as management has focused  on researching and creating  a
             marketing plan for VideoTalk. During  the period under review,  the
             Company requested  and Camelot  agreed  to convert  the  $2,000,000
             note owed to Camelot into  preferred shares of the Company.   These
             shares provide  a  yield  tied to  the  revenue  of  VideoTalk  and
             require redemption should VideoTalk be sold.

             <PAGE>
             Liquidity and Capital Resources

             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.  The Registrant sold  non-
             marketable securities for cash in  the amount of $32,980  resulting
             in a loss on non-marketable  securities in the amount of $10,020.
             Net cash  used  by operating  activities  for the  six  months  was
             $11,562 ($ 44 in 1997).  Net cash provided by  investing activities
             was $19,017 ($0 in 1997) and by financing activities was $0  ($0 in
             1997).

             The Registrant's  present needs for  liquidity principally  relates
             to its  employee  and  facilities costs,  marketing  expenses,  its
             obligations  for  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.

             Year 2000 Readiness Disclosure

             The Company is aware of the issues associated with the  programming
             code in existing  computer systems  as the year  2000 approaches.
             The issue  is  whether  computer systems  will  properly  recognize
             date-sensitive  information  when  the  year  changes  to  2000.
             Management is currently assessing  the year 2000 compliance  issue.
              The Company  will expend necessary  resources to  assure that  its
             computer systems are reprogrammed in time to deal effectively  with
             transactions in  the year 2000  and beyond.  The Company  presently
             believes  that,  with  modifications   to  existing  software   and
             conversions to  new software,  the Year  2000 issue  will not  pose
             significant  operational  problems   for  the  Company's   computer
             systems as so modified,  converted or replaced.   The Company  also
             believes that the cost  of conversion, modification or  replacement
             will not have a material adverse effect on the Company's  financial
             condition  or   results   of   operations.     However,   if   such
             modifications and  conversions are  not completed  timely or  third
             parties on  which the  Company relies  are unable  to address  this
             issue in a timely manner, the  Year 2000 issue may have a  material
             impact on the operations of the Company.

             The Company believes that since the VideoTalk software is not  date
             dependent there should be no Year 2000 problems.  Any  contracts to
             be entered  into for  suppliers of  distributors of  the  VideoTalk
             software, should an agreement be  reached, would require Year  2000
             certifications to ensure Year 2000 compliance by those entities.

             <PAGE>

             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.


                       (b)  Reports on Form 8-K

                            Report dated June  29, 1998 reporting Item 5.


                                         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/ Jason Conway
                                                JASON CONWAY, PRESIDENT



             Date: February 3, 1999