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 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                               $      441         $    6,491

              Property and equipment
               Leasehold improvements                     -             26,370
               Computer equipment                         -            118,813
               Other                                      -             62,179

                                                        441            207,362

              Less Accumulated Depreciation               -             41,473
                                                        441            165,889

                Total  Assets                     $     441          $ 172,380


                             LIABILITIES AND STOCKHOLDERS' EQUITY


             LIABILITIES AND STOCKHOLDERS' EQUITY
             Current liabilities
                Bank overdraft                   $        -          $  10,185
                Accounts payable                      6,833             25,078
                Loan payable-related party                -             68,656

             TOTAL LIABILITIES                   $    6,833          $ 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           1,181,658          1,181,658
              Retained Earnings (Deficit)        (1,197,267)        (1,122,416)

             Less treasury stock, 7,496,223
               shares at cost                        (1,133)            (1,133)
                                                     (6,392)            68,461

                                                  $     441          $ 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              (2,033)               (40)


            Total Operating Expenses            (2,033)               (40)

          Write off of uncollectible loans
           to former subsidiary                (46,040)                  -
          Write off of leasehold improvements  (26,370)                  -
          Write off of computer equipment     (113,510)                  -
          Write off of other equipment         (62,179)                  -

          Net Income (Loss)                  $(248,099)          $    (40)

          Net Income (Loss) per share*       $   (.049)          $       *

          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)                        $(248,099)  $    (40)
             Adjustments to reconcile net income (loss)
              to net cash from operating activities:
             Non cash transactions                      246,066          -
                   Net cash used by operating
                       activities                        (2,033)       (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             (2,033)       (40)

             CASH AT BEGINNING OF PERIOD                  2,447     16,588

             CASH AT END OF PERIOD                    $     414  $  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                  46,040             -
              Leasehold improvements                  26,370             -
              Computer equipment                     113,510             -
              Other equipment                         62,179             -

             </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  $2,033  ($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: August 15, 1999