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

                                     FORM 10-QSB
                                   AMENDMENT NO. 3

               (Mark One)

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

               For the quarterly period ended December 31, 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.)

                   6959 Arapaho, Suite 122, Dallas, Texas  75248
                      (Address of Principal Executive Offices)

                Elthorne Gate, 64 High Street, Pinner, Middlesex HA5 5QA
                   (Former Address of Principal Executive Offices)


                                 (972) 386-8907
                  (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
          <PAGE>

               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.


                                     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)                        8

                    Item 2.   Management's Discussion
                              and Analysis of Financial
                              Condition and Results of
                              Operations                         10

          Part II        OTHER INFORMATION                       11
          <PAGE> 2
                              WINCROFT, INC. and subsidiary
                             PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements
          <TABLE>
          <S>                                     <C>            <C>
                               CONSOLIDATED BALANCE SHEETS

                                         ASSETS


                                           December 31, 1999 March 31,1999

          Current Assets:
           Cash                               $      150    $     -

           Prepaid expenses                            -      6,491


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


                                                       -    207,362


           Less Accumulated Depreciation               -     41,473

                                                       -    165,889


             Total  Assets                     $     150    $172,380



                          LIABILITIES AND STOCKHOLDERS' EQUITY

          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current liabilities
             Bank overdraft                   $        -    $10,185
             Accounts payable                      2,871     25,078
             Loan payable-related party                -     68,656


          TOTAL LIABILITIES                   $    2,871    $103,919


          Stockholders' Equity (Deficit):
            Common stock no par value, 75,000,000
              shares authorized;  5,140,100 and
              5,140,100 shares issued  and
              outstanding at December 31, 1999
              and March 31, 1999, respectively    10,280     10,280
            Preferred Stock 25,000,000 authorized
              $.01 par value 7,000 and 7,000
              issued at December 31, 1999 and
              March 31, 1999, respectively            70         70
          Additional paid in capital           1,168,082    1,168,082
           Retained Earnings (Deficit)        (1,180,020)  (1,108,838)

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

                                                 (2,721)       68,461


                                               $     150    $172,380


          See accompanying notes to these financial statements.
          </TABLE>
          <PAGE> 3

                            WINCROFT, INC. and subsidiary
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
       <TABLE>
       <S>                          <C>     <C>            <C>      <C>
                                   Three Months Ended Nine Months Ended
                                     December 31,       December 31,


                                   1999     1998    1999      1998



       Sales                       $   -    $    -  $    -    $10,224

       Cost of Sales                   -         -       -        -


       Gross Profit                    -         -       -    10,224


       Operating Expenses:
        Administrative expenses       23    68,247  (1,140)   90,998


         Total Operating Expenses     23    68,247    (1,140) 90,998


       Loss from write down of property
        and equipment                  -         -  (161,647)      -
       Gain on disposal of subsidiary  -         -  89,325         -
       Realized Loss on Sale of
          Securities                   -         -        -     (10,020)


       Net Income (Loss)           (23)    (68,247) (71,182)    (90,794)


       Net Income (Loss)
          per share*                   *        *     (0.14)        *


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

       *less than (.01) per share
       </TABLE>


       See accompanying notes to these financial statements.
       <PAGE> 4


                            WINCROFT, INC. and subsidiary
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
       <TABLE>
       <S>                                  <C>        <C>
                                                Year to date
                                                 December 31
                                            1999            1998

          CASH FLOWS FROM OPERATING
          ACTIVITIES
          Net Income (loss)                  ($71,182) ($90,794)
          Adjustments to reconcile net
          income to
             net cash provided from
          operating activities
              Depreciation and amortization                  389
             Write off of property and         161,647
          equipment
              Gain on disposal of subsidiary  (86,773)
              Realized loss on sale of                    10,020
          securities
              Foreign currency                               (4)
             (Increase) decrease in:
              Accounts receivable and                    (3,633)
          prepaids
             Increase (decrease) in:
              Accounts payable                 (3,983)    12,249

          NET CASH PROVIDED BY OPERATING         (291)  (71,773)
          ACTIVITIES

          CASH FLOWS FROM INVESTING
          ACTIVITIES
             Purchases of property and                   (5,303)
          equipment
             Sales of marketable securities               32,980

          NET CASH PROVIDED BY INVESTING                  27,677
          ACTIVITIES

          CASH FLOWS FROM FINANCING
          ACTIVITIES

          Loan payable                                    32,612
          Decrease in cash overdraft               441

          <PAGE>5

          NET CASH FROM FINANCING ACTIVITIES       441    32,612

          INCREASE (DECREASE) IN CASH              150  (11,484)

          BEGINNING CASH BALANCE                          16,588


          ENDING CASH BALANCE                     $150    $5,104
       </TABLE>
       <PAGE> 6

                            WINCROFT, INC. and subsidiary
                           SCHEDULE OF NONCASH ACTIVITIES
                                     (UNAUDITED)
                                   (IN THOUSANDS)
       <TABLE>
       <S>                                        <C>            <C>
                                                    Nine Months Ended
                                                      1999        1998


          During the period 2000 preferred shares were
          issued in settlement of a note payable with a face
          amount of $2,000,000 (see Note D to the financial
          statements in the Company's annual report for the
          fiscal year ended March 31, 1999).      -         $2,000,000

       </TABLE>
       <PAGE> 7

                             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.

          The Company ceased operating its United Kingdom subsidiary.   The
          subsidiary has been sold  for nominal consideration.   A gain  of
          $89,325 is being  recognized on  the disposal  of the  subsidiary
          since the liabilities of the  subsidiary exceeded its net  assets
          and the Company's investment in the subsidiary.

          The Company also  determined that it  may not  recover any  value
          from  its  property  and  equipment.    Therefore,  property  and
          equipment is being written off with a loss of $161,647  reflected
          in the statement of operations.

          Revised quarterly amounts to correct net loss for the nine months
          ended December  31, 1999  and 1998  and  the three  quarters  for
          fiscal 1999 and 1998


                                   WINCROFT, INC.
                              STATEMENT OF OPERATIONS
          <TABLE>
          <S>                       <C>         <C>       <C>       <C>

                                    Quarter ended          Year to date
                                       June 30               June 30
                                    1999      1998        1999      1998

          Revenues

          Administrative expenses       513     4,001         513    4,001

          Total expenses                513     4,001         513    4,001


          Loss from write down of
          equipment               (161,647)             (161,647)
          Gain on disposal of
          subsidiary
                                     89,326                89,326




          Income (loss)           $(72,834)  $(4,001)   $(72,834)$ (4,001)

          </TABLE>
          <PAGE> 8

          <TABLE>
          <S>                      <C>       <C>       <C>            <C>
                                    Quarter ended        Year to date
                                    September 30          September 30
                                   1999      1998        1999     1998

          Revenues                          $ 10,224             $ 10,224

          Administrative expenses (1,674)     18,750    (1,161)    22,751

          Total expenses          (1,674)     18,750    (1,161)    22,751


          Loss from write down of
          equipment                                   (161,647)
          Gain on disposal of
          subsidiary                                     89,326
          Realized loss on sale                                  (10,020)
          of securities
                                            (10,020)

          Income (loss)          $  1,674 $ (18,546)  $(71,160) $(22,547)
          </TABLE>

          <TABLE>
          <S>                      <C>       <C>       <C>       <C>
                                 Quarter ended           Year to date
                                  December 31             December 31
                                 1999     1998          1999      1998

          Revenues                                              $ 10,224




          Administrative
          expenses
                                     21   68,247        (1,140)   90,998

          Total expenses             21   68,247        (1,140)   90,998


          Loss from write down
          of equipment                                (161,647)
          Gain on disposal of
          subsidiary                                     89,326
          Realized loss on sale
          of securities
                                                                (10,020)


          Income (loss)         $  (21)$(68,247)      $(71,181)$(90,794)
          </TABLE>
          <PAGE> 9

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

          The Company ceased operating its United Kingdom subsidiary.   The
          subsidiary has been sold  for nominal consideration.   A gain  of
          $89,325 is being  recognized on  the disposal  of the  subsidiary
          since the liabilities of the  subsidiary exceeded its net  assets
          and the Company's investment in the subsidiary.

          The Company also  determined that it  may not  recover any  value
          from  its  property  and  equipment.    Therefore,  property  and
          equipment is being written off with a loss of $161,647  reflected
          in the statement of operations.

          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 nine  months was  $291 ($71,773  in
          1998). Net cash used by investing  activities was $0 ($27,677  in
          1998) and provided by financing  activities was $441 ($32,612  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> 10

                            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:   February 11, 2000

















                                         10