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, 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)


          2415 Midway Road, Suite 121, Carrollton Texas  75006
(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)                             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>
                                    June 30, 1998   March 31, 1998
                                     (Unaudited)        (Audited)

 Current Assets:
  Cash                              $   16,544         $   16,584

 Non-marketable Securities              43,000             43,000

 Investment in VideoTalk             7,002,056          7,002,056



   Total  Assets                     $7,061,600         $7,061,640


                LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
   Note Payable                     $       -          $ 2,000,000                                       Total current
liabilities                            2,010.3           2,133.4
  Accounts Payable                                              -


     Total current liabilities      $        -         $ 2,000,000


     Total liabilities              $        -         $ 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 June 30, 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
  June 30, 1998 and
  March 31, 1998, respectively              70                50
Additional paid in capital           7,888,223         5,888,243
 Retained Earnings                    (835,840)          (835,800)

Less treasury stock, 7,496,223
 shares at cost                        (1,133)            (1,133)
                                     7,061,600          5,061,640

                                    $7,061,600         $ 7,061,640
</TABLE>
See accompanying notes to these financial statements.
<PAGE>
                   WINCROFT, INC. and subsidiary

               CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED)

                                       Three Months Ended
                                            June 30,
<TABLE>
<S>                                    <C>                                                       <C>
                                                         Restated
                                     1998                 1997


Sales                           $        -          $       -

Cost of Sales                            -                  -

Gross Profit                             -                  -

Operating Expenses:
 Administrative expenses              (40)            (1,732)


   Total Operating Expenses           (40)            (1,732)

Net Income (Loss)               $     (40)          $   (1,732)

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

Weighted Average Number of
  Shares outstanding            5,140,100           7,536,600

*less than (.01) per share

</TABLE>


See accompanying notes to these financial statements.
<PAGE>
                   WINCROFT, INC. and subsidiary
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)

                                          Three Months Ended
                                              June  30,
<TABLE>
<S>                                           <C>          <C>
                                                                                                    Restated
                                             1998         1997

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                       $     (40)                                              $    (1,732)
 Adjustments to reconcile net income (loss)
   to net cash from operating activities:
 Depreciation and amortization                -              -
 (Gain) loss on disposal of assets            -              -
 Non cash transactions for services           -              -
 Write-off of Distribution Rights             -              -
 Change in assets and liabilities:
 Accounts receivables                         -              -
 Inventory                                    -              -
 Accounts payable and accrued
    expenses                                  -          1,688
 Net  cash used by operating
    activities                              (40)           (44)

CASH FLOW FROM INVESTING ACTIVITIES:
 Purchases of property and equipment          -              -
 Purchases of marketable securities           -              -

Net  cash used by investing activities        -              -

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

NET INCREASE (DECREASE) IN CASH            (40)           (44)

CASH AT BEGINNING OF PERIOD              16,588             66

CASH AT END OF PERIOD                    $ 16,584      $    22

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)
                                 
                                          Three Months Ended
                                               June 30,
<TABLE>
<S>                                        <C>           <C>
                                                       Restated
                                          1998           1997


During the period, Wincroft settled
an outstanding note payable by the
issuance of $2,000,000 of Preferred
Stock.                                  $2,000,000               -
</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.
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
year ended April 30, 1997.  The results of the operations for  the
three  month  period  ended  June 30,  1998  are  not  necessarily
indicative  of  the operating results for the fiscal  year  ending
March 31, 1999.

The  consolidated  financial statements for the comparative  three
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.


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


During  the  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 three months from last year for comparison  are
actually  the three month ending July 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.  There  were no revenues for the period as management  has
focused  on  creating a marketing plan for VideoTalk.  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.   Net  cash  used  by
operating activities for the three months was $ 40 ($ 44 in 1997).
Net cash used by investing activities was $ 0 ($0 in 1997) and  by
financing activities was $ 0 ($0 in 1997).

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

               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: August 11, 1998