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

                                    FORM 10-QSB/A

                                   Amendment No. 1

             (Mark One)

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

             For the quarterly period ended June 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)


              2415 Midway Road, Suite 121, Carrollton Texas  75006
 (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.
        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.   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                         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>

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


              Current Assets:
              Cash                               $   16,544       $     16,584
              Non-marketable Securities
              Inventory


              Total Current Assets                   88,969             89,009

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


                                                    202,059            202,059


                Total  Assets                     $ 291,028          $ 291,068

       </TABLE>

                             LIABILITIES AND STOCKHOLDERS' EQUITY
     <TABLE>
     <S>                                                <C>             <C>


             Total liabilities                    $      -           $     -

             Stockholders' Equity (Deficit):
               Common stock no par value,
                 75,000,000 shares authorized;
                 5,140,100 and 5,140,100 shares
                 issued at June 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
                 June 30, 1998 and March 31, 1998,
                 respectively                            50                 50
             Additional paid in capital           1,181,678          1,181,678
              Retained Earnings (Deficit)          (899,847)          (899,807)

             Less treasury stock, 7,496,223
               shares at cost                        (1,133)            (1,133)

                                                    291,028            291,068


                                                  $ 291,028          $ 291,068
            </TABLE>



             See accompanying notes to these financial statements.

            <PAGE>

                                 WINCROFT, INC. and subsidiary

                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)


                                                   Three Months Ended
                                                       June 30,
     <TABLE>
     <S>                                         <C>             <C>

                                                                 Restated
                                                1998               1997



          Sales                              $       -            $      -

          Cost of Sales                              -                   -

          Gross Profit                                -                  -

          Operating Expenses:
           Administrative expenses                 (40)            (1,732)


            Total Operating Expenses               (40)            (1,732)

          Net Income (Loss)                  $     (40)        $   (1,732)




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




          Weighted Average Number of
            Shares outstanding                5,140,100         7,536,600




          *less than (.01) per share

</TABLE>

          See accompanying notes to these financial statements.
   <PAGE>

                                WINCROFT, INC. and subsidiary
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)

                                                       Three Months Ended
                                                            June  30,
     <TABLE>
     <S>                                                <C>             <C>

                                                                     Restated
                                                         1998           1997



             CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income (loss)                        $     (40)      $(1,732)
             Adjustments to reconcile net income (loss)
              to net cash from operating activities:
             Depreciation and amortization                  -             -
             (Gain) loss on disposal of assets              -             -
             Non cash transactions for services             -             -
             Write-off of Distribution Rights               -             -
             Change in assets and liabilities:
                Accounts receivables                        -             -
                Inventory                                   -             -
                Accounts payable and accrued expenses       -          1,688

                   Net cash used by operating activities   (40)          (44)
             CASH FLOW FROM INVESTING ACTIVITIES:
             Purchases of property and equipment            -             -
             Purchases of marketable securities

                Net cash used by investing activities       -             -

             CASH FLOW FROM FINANCING ACTIVITIES:
             Sale of common stock                           -             -

                Net cash provided (used) by
                    financing activities                    -             -


             NET INCREASE (DECREASE) IN CASH             (40)          (44)

             CASH AT BEGINNING OF PERIOD              16,588            66

             CASH AT END OF PERIOD                  $ 16,584        $   22

             SUPPLEMENTAL INFORMATION:
             Cash paid for interest                 $      -        $    -

         </TABLE>

             See accompanying notes to these financial statements.

         <PAGE>
                                WINCROFT, INC. and subsidiary
                               SCHEDULE OF NONCASH ACTIVITIES
                                         (UNAUDITED)
                                       (IN THOUSANDS)

                                                       Three Months Ended
                                                           June 30,
     <TABLE>
     <S>                                                <C>             <C>

                                                                       Restated
                                                         1998              1997


             During the period, Wincroft settled
             an outstanding note payable by the
             issuance of $2,000,000 of Preferred
               Stock.                                  $2,000,000           -
</TABLE>
           <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
             year ended April 30, 1997.   The results of the operations for the
             three  month  period  ended  June  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 three
             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.

             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 three  months from last  year for comparison are
             actually the three month  ending July 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. There were  no revenues  for the period  as management has
             focused on  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.    Net  cash  used by
             operating activities for the three months was $ 40 ($44 in 1997).
             Net cash used by investing activities was $ 0 ($0 in 1997) and by
             financing activities was $ 0 ($0 in 1997).

             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.

             <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: August 11, 1998