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 September 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)


      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.   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
<TABLE>
<S>                                     <C>                 <C>
                               ASSETS

                                 September 30, 1998   March 31, 1998
                                     (Unaudited)        (Audited)

 Current Assets:
  Cash                              $   24,043         $   16,584
  Loan Receivable                       10,988                  -
  Prepaids                               3,944                  -
  Inventory                             29,425             29,425

   Total current assets                 68,400             46,009


 Non-marketable Securities                   -             43,000

    Property and equipment
      Leasehold improvements              47,012           47,012
      Computer equipment                 181,968            181,968
       Other                             102,017             99,042
         Less accumulated
           depreciation                 (125,963)          (125,963)
    Total                           $   202,059          $ 202,059

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

Total  Assets                        $7,044,006         $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                       4,064                    -                                 -
  Taxes Payable                            460                    -

     Total current liabilities      $    4,524         $  2,000,000


Total liabilities                   $    4,524         $  2,000,000

Foreign Currency Adjustment                389                  -

Stockholders' Equity (Deficit):
  Common stock no par value,
    75,000,000 shares authorized;
    5,140,100 and 5,140,100 shares
    issued at September 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
    September 30, 1998 and
    March 31, 1998, respectively            70                50
Additional paid in capital           7,888,223         5,888,243
 Retained Earnings                    (835,890)          (835,800)
 Deficit Accumulated during
    the development state             (22,457)                  0
Less treasury stock, 7,496,223 shares
    at cost                            (1,133)            (1,133)
                                     7,039,093          5,061,640

                                     $7,044,006         $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 Six Months Ended Development Stage
                            September 30,    September 30,   March 31, 1998 to
                                                             September 30, 1998
                                            1997              1997
                                1998      Restated   1998   Restated

Revenue                      $    10,224  $      -  $10,224 $     -   $10,224
Cost of Revenue                        -         -       -        -         -

Gross Profit                           -         -       -        -         -

Operating Expenses:
 Administrative expenses          (18,750)          (22,751)  (1,732)  (18,750)

   Total Operating Expenses       (18,750)          (22,751)  (1,732)  (18,750)

Realized Loss on Sale
   of Securities                  (10,020)     -    (10,020)      -    (10,020)

Net Income (Loss)                 18,546)           (22,547)  (1,732)  (18,546)

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

Weighted Average Number of   5,140,100 7,536,600 5,140,100 7,536,600 5,140,100
  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>
                                        Six  Months Ended
                                         September 30,      Development Stage
                                                    1997    March 31, 1998 to
                                          1998    Restated  September 30, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                     $  (22,547)  $    (1,732)      $(22,547)
 Adjustments to reconcile net income (loss)
     to net cash from operating activities:
   Depreciation and amortization               -
 (Gain) loss on disposal of assets        10,020                        10,020
 Foreign Currency                            389                           389
 Change in assets and liabilities:
    Accounts receivables and Prepaids     (3,944)                       (3,944)
    Taxes                                    460                           460
    Accounts payable and accrued expenses  4,064         1,688           4,064
    Net cash used by operating
          activities                     (11,562)          (44)        (11,562)

CASH FLOW FROM INVESTING ACTIVITIES:
 Loan Receivable                         (10,988)                      (10,988)
Purchases of property and equipment      (2,975)                       (2,975)
 Sales or Purchases of
    marketable securities                 32,980                        32,980
   Net cash used by investing activities  19,017                        19,017

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

NET INCREASE (DECREASE) IN CASH           7,455             (44)         7,455

CASH AT BEGINNING OF PERIOD              16,588              66         16,588

CASH AT END OF PERIOD                   $24,043        $     22        $24,043

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
six  month period ended September 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 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 September 30, 1998 and March 30,  1998,  one  pound
equals $1.70 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 $1.70 for period ended March 30, 1998 and $1.7 for period ended September
30, 1998.
   

The  revenue  consisted  of  computer  consulting  fees.   The  loan  receivable
consisted  of  $1,809 to  the wife of the President and $9,180 to  an  unrelated
party.   Both  unsecured loans carried an interest rate of  6% and  are  due  on
demand.  Subsequent to the period under review the loans have been repaid.
    

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 figures from last year are actually
the  six month ending October 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  period  were  minor,  and
consisted  of consulting fees received, as management has focused on researching
and 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.  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 used  by
operating  activities for the six months was $11,562 ($ 44 in 1997).   Net  cash
provided  by  investing  activities was $19,017 ($0 in 1997)  and  by  financing
activities was $0 ($0 in 1997).

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 3, 1999