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 December 31, 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

                                            ASSETS

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

                                       Nine Months Ended   Eleven Months Ended
                                       December 31, 1998      March  31, 1998
                                           (Unaudited)           (Audited)

              Current Assets:
               Cash                              $    5,104         $   16,584
               Prepaids                               4,619                  -


               Inventory                             29,425             29,425
               Non-marketable securities                  -             43,000

                Total current assets                 39,148             89,009

                 Property and equipment
                   Leasehold improvements           26,370            26,370
                   Computer equipment              118,424            113,510

                    Other                           62,179            62,179

                  Total                         $  206,973          $ 202,059


             Total  Assets                      $  246,121          $ 291,068


                             LIABILITIES AND STOCKHOLDERS' EQUITY

              Current Liabilities:
               Note Payable - Affiliate              32,612                  -
               Accounts Payable                      14,221                  -
               Taxes Payable                          (986)                  -

                  Total current liabilities        $ 45,847                  -


             Total liabilities                    $  45,847         $        -

             Stockholders' Equity (Deficit):
               Common stock no par value,
                 75,000,000 shares authorized;
                 5,140,100 and 5,140,100 shares
                 issued at December 31, 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                    (990,601)          (899,807)
             Less treasury stock, 7,496,223
                shares at cost                      (1,133)            (1,133)
                                                    200,274            291,068

                                                  $ 246,121          $ 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 Nine Months Ended Development
                                                                    Stage
                                December 31,     December 31,      March 31,
                                                                    1998 to
                                                                  September 30,
                                                                        1998
                                               1997           1997
                                  1998       Restated 1998   Restated

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

          Gross Profit           $   -         -  $10,224        -   $  10,224

          Operating Expenses:
           Administrative
              expenses           68,247        -   90,998     1,732      68,247

            Total Operating
               Expenses          68,247        -   90,998     1,732      68,247

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

          Net Income (Loss)    (68,247)        -     (90,794)  (1,732) (18,546)

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

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

                                              Nine Months Ended
                                                December 31,
                                                              Development Stage
                                                        1997  March 31,1998 to
                                                1998 Restated September 30,1998

          CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income (loss)                  $(90,794)$(1,732)  $(90,794)
           Adjustments to reconcile net income (loss)
              to net cash from operating activities:
           Depreciation and amortization          389               389
           (Gain) loss on disposal of assets   10,020            10,020
           Foreign Currency Adjustment            (4)               (4)
           Change in assets and liabilities:
             Accounts receivables and Prepaids (4,619)           (4,619)
             Taxes                              (986)             (986)


             Accounts payable and accrued
                expenses                       14,221  1,688     14,221
              Net cash provided (used) by
                 operating activities          19,021   (44)     19,021

          CASH FLOW FROM INVESTING ACTIVITIES:
           Loans Receivable                    (12,723)   -      (12,723)
           Loan Receivable Repayment           12,723     -      12,723
           Purchases of property and equipment (5,303)     -     (5,303)
           Sales of non-marketable securities  32,980      -     32,980

            Net cash provided (used )by
               investing activities            27,677      -     27,677

          CASH FLOW FROM FINANCING ACTIVITIES:
           Loan Payable                        32,612      -     32,612
           Net cash provided (used) by
              financing activities              32,612      -    32,612

          NET INCREASE (DECREASE) IN CASH      (11,484)  (44)    (11,484)

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

          CASH AT END OF PERIOD                 $5,104$    22    $ 5,104

          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  nine  month  period  ended  December  31, 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 December
             31, 1998  and March 30,  1998, one  pound equals  $1.66 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 $1.66  for period  ended March  30, 1998 and
             $1.66 for period ended September 30, 1998.

             The revenue consisted of  computer consulting fees received during
             the first quarter of this fiscal year.

             The  Company  converted  an  outstanding  Note  due  to   Camelot
             Corporation for Preferred  Shares in  order to make  it easier for
             the Company to seek outside funding.  The Preferred Shares, Series
             B, carry a  cumulative dividend  of 10% of  the outstanding value,
             per annum, payable in cash or  stock.  Dividends are payable  only
             upon the  declaration of  the board  of directors.   The Preferred
             Shares shall  not be  subject to  redemption unless  VideoTalk is
             sold  and the  Corporation  shall  use  up  to  $2,000,000  of the
             consideration  received  to  redeem  these  Preferred  Shares. The
             Preferred Shares  shall  pay an  additional  yield of  10%  of any
             revenues from  VideoTalk, payable  quarterly,  in addition  to any
             dividends declared by the Board of Directors.


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

             During the nine month  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 nine
             month ending January 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 nine month period  were minor, and consisted of consulting
             fees  received,  as  management  has  focused  on researching  and
             creating a marketing plan for  VideoTalk. During the quarter under
             review the Registrant  continued to gather  research as it refined
             its marketing plan.   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.    There  can  be  no
             guarantees that the  Registrant will  be able to  continue to fund
             operations  by  borrowing.    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
             provided by operating  activities for the  nine months was $19,021
             ($ 44  in 1997).  Net cash  provided by  investing activities was
             $40,400 ($0 in 1997)  and by financing  activities was $19,889 ($0
             in 1997).

             The affiliated loan receivables of  last quarter have been paid in
             full.  The Registrant has received loans from an entity related to
             the President.

             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.  <PAGE>  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 12, 1999