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

                                         FORM 10-QSB/A

                  (Mark One)

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

                  For the quarterly period ended June 30, 1999

                  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)


                (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)                        7

                       Item 2.   Management's Discussion
                                 and Analysis of Financial
                                 Condition and Results of
                                 Operations                         7

             Part II        OTHER INFORMATION                       8

             <PAGE>

                                 WINCROFT, INC. and subsidiary
                                PART I.   FINANCIAL INFORMATION

             Item 1.  Financial Statements

                                  CONSOLIDATED BALANCE SHEETS
             <TABLE>
             <S>                                     <C>                 <C>

                                            ASSETS


                                                 June 30, 1999  March 31, 1999
                                                  (Unaudited)      (Audited)

              Current Assets:
              Cash                               $     461          $   6,491
              Property and equipment
               Leasehold improvements                     -             26,370
               Computer equipment                         -            118,813
               Other                                      -             62,179

                                                        461            207,362

              Less Accumulated Depreciation               -             41,473
                                                        461            165,889

                Total  Assets                     $     461          $ 172,380


                             LIABILITIES AND STOCKHOLDERS' EQUITY


             LIABILITIES AND STOCKHOLDERS' EQUITY
             Current liabilities
                Bank overdraft                   $        -          $  10,185
                Accounts payable                      4,833             25,078
                Loan payable-related party                -             68,656

             TOTAL LIABILITIES                   $    4,833          $  103,919


             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, 1999 and March 31, 1999,
                 respectively                        10,280             10,280
               Preferred Stock 25,000,000 authorized
                 $.01 par value 5,000 and 5,000
                 issued at June 30, 1999 and
                 March 31, 1999, respectively            70                 70
             Additional paid in capital           1,168,082          1,168,082
              Retained Earnings (Deficit)        (1,181,671)        (1,108,838)

             Less treasury stock, 7,496,223
                shares at cost                      (1,133)            (1,133)
                                                    (4,372)             68,461

                                                  $     461          $  172,380
             </TABLE>
             See accompanying notes to these financial statements.
             <PAGE>

                                 WINCROFT, INC. and subsidiary

                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)

             <TABLE>
               <S>                                <C>            <C>
                                                   Three Months Ended
                                                       June 30,
                                                 1999              1998


          Sales                              $        -          $       -

          Cost of Sales                               -                  -

          Gross Profit                                -                  -

          Operating Expenses:
           Administrative expenses                (513)               (40)


            Total Operating Expenses              (513)               (40)

          Write off of uncollectible loans
           to former subsidiary                (43,507)                  -
          Write off of leasehold improvements  (20,958)                  -
          Write off of computer equipment      (93,510)                  -
          Write off of other equipment         (47,179)                  -

          Net Income (Loss)                  $(205,667)          $    (40)

          Net Income (Loss) per share*       $   (.040)          $       *

          Weighted Average Number of
            Shares outstanding                5,140,100            5,140,100

          *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>
                                                       Three Months Ended
                                                           June  30,
                                                         1999             1998

             CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income (loss)                        $(205,667)    $  (40)
             Adjustments to reconcile net income (loss)
              to net cash from operating activities:
             Non cash transactions                    205,154             -
                   Net cash used by operating
                      activities                        (513)          (40)

             CASH FLOW FROM INVESTING ACTIVITIES:
                Net cash used by investing activities       -             -

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

             NET INCREASE (DECREASE) IN CASH            (513)          (40)

             CASH AT BEGINNING OF PERIOD                  974        16,588

             CASH AT END OF PERIOD                     $  461       $16,584

             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)
             <TABLE>
             <S>                                          <C>            <C>
                                                       Three Months Ended
                                                            June 30,
                                                         1999         1998


             During the period, Wincroft settled
             an outstanding note payable by the
             issuance of $2,000,000 of Preferred
             Stock.                                       -         $2,000,000



             During the period, the Company wrote
             off the following:
              Uncollectible loans
                to former subsidiary                  43,507             -
              Leasehold improvements                  20,958             -
              Computer equipment                      93,510             -
              Other equipment                         47,179             -

               </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.

             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 March 31, 1999.

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

             Management  has not  received  any  acceptable  proposals  for  its
             VideoTalk product, and has decided to cease any marketing efforts.

             During the  period  under review  the  Company sold  its  marketing
             subsidiary  in the  United  Kingdom,  Wincroft,(UK),  Ltd.,  for  a
             nominal amount and  wrote off intercompany  debt as  uncollectible.
             Management decided  to write off  its remaining  assets related  to
             VideoTalk. There were no revenues  for the period.  The Company  is
             now seeking merger opportunities.

             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 $513 ($40 in  1998).
              Net cash used by investing activities  was $0 ($0 in 1998) and  by
             financing activities was $0 ($0 in 1998).

             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


                                         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 15, 1999