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

                            FORM 10-QSB
     (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.

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

                                   September 30, 1998   March  31,1998
                                     (Unaudited)        (Audited)

 Current Assets:
  Cash                              $   24,043         $   16,584
  Loan Receivable                       10,988                  -
  Prepaids                               3,944                  -
   Total current assets                 38,975             16,584

 Non-marketable Securities                   -             43,000

 Investment in VideoTalk             7,002,056          7,002,056
 Equipment                               2,975                  -

Total  Assets                        $7,044,006         $7,061,640


                LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
   Note Payable                     $        -          $2,000,000        
  Accounts Payable                       4,064                  -
  Taxes Payable                            460                  -

     Total current liabilities       $   4,524         $ 2,000,000

Total liabilities                    $   4,524         $ 2,000,000

Foreign Currency Adjustment                389                  -

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, respect-
   ively                                  10,280           10,280

  Preferred Stock 25,000,000 authorized
    $.01 par value 7,000 and 5,000 issued
    at September 30, 1998 and March 31,
    1998, respectively                      70                50
Additional paid in capital           7,888,223         5,888,243
 Retained Earnings                    (858,347)          (835,800)

Less treasury stock, 7,496,223
shares at cost                          (1,133)            (1,133)
                                     7,039,093          5,061,640
                                    $7,044,006         $7,061,640
</TABLE>
See accompanying notes to these financial statements.

<PAGE>


                      WINCROFT, INC. and subsidiary

                  CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED)
<TABLE>
<S>                      <C>         <C>       <C>        <C>
                           Three Months Ended   Six Months Ended
                             September 30,      September 30,

                                     1997                1997
                           1998    Restated   1998    Restated


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

Gross Profit                    -         -      -          -

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

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

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

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

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

Weighted Average Number of 5,140,100  7,536,600  5,140,100  7,536,600
  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>

                                            Six Months Ended
                                               September 30,
<S>                                      <C>             <C>
                                                            1997
                                            1998          Restated

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

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

  Net cash used by investing activities     19,017

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

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

CASH AT BEGINNING OF PERIOD                 16,588         66

CASH AT END OF PERIOD                       $24,043   $    22

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.

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.

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.



<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: November 10, 1998