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 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: 5140100 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
  Loan Receivable                            -                  -
  Prepaids                               4,619                  -
  Inventory                             29,425             29,425

   Total current assets                 39,148             46,009


 Non-marketable Securities                   -             43,000

    Property and equipment
      Leasehold improvements           47,012              47,012
      Computer equipment              187,271             181,968
       Other                           99,042              99,042
         Less accumulated
            depreciation             (126,352)           (125,963)
    Total                         $   206,973           $ 202,059

Software, patents and
    intellectual property           6,770,572           6,770,572



Total  Assets                       $7,016,693         $7,061,640



                LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
  Note Payable                      $        -         $2,000,000
  Note Payable - Affiliate              32,612                  -
  Accounts Payable                      14,221                  -
  Taxes Payable                          (986)                  -

     Total current liabilities      $   45,847         $2,000,000


Total liabilities                   $   45,847         $2,000,000

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 7,000 and 5,000
     issued at September 30, 1998 and
     March 31, 1998, respectively           70                50
Additional paid in capital           7,938,654         5,938,674
 Retained Earnings                    (886,231)          (886,231)
 Deficit Accumulated during the
     development state                (90,794)                  0
Less treasury stock, 7,496,223 shares
     at cost                           (1,133)            (1,133)
                                     6,970,846          5,061,640

                                     $7,016,693         $7,061,640
</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     5,140,100  7,536,600  5,140,100  7,536,600   5,140,100
 Number of 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>          <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                                              ) 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:
 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           40,400            -         40,400

CASH FLOW FROM FINANCING ACTIVITIES:
 Loans Receivable                 (12,723)           -        (12,723)
 Loan Payable                      32,612            -         32,612
 Net cash provided (used) by
   financing activities            19,889            -         19,889

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.

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.

<PAGE>

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.    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