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

                                     FORM 10-QSB
                                   AMENDMENT NO. 2

               (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.)


               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)                        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

                               CONSOLIDATED BALANCE SHEETS

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

                                                December 31, 1999March 31, 1999
                                               (Unaudited)        (Audited)


           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
              at December 31, 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
              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

          </TABLE>
          See accompanying notes to these financial statements.
       <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                                   389
                 amortization
                    Write off of property and
                 equipment                                 161,647
                     Gain on disposal of
                 subsidiary                               (86,773)
                     Realized loss on sale
                 of securities                                       10,020
                     Foreign currency                                   (4)
                    (Increase) decrease in:
                     Accounts receivable and
                 prepaids                                           (3,633)
                    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
                 equipment                                          (5,303)
                    Sales of marketable                              32,980
                 securities

                 NET CASH PROVIDED BY INVESTING                      27,677
                 ACTIVITIES
          <PAGE>5
                 CASH FLOWS FROM FINANCING ACTIVITIES
                 Loan payable                                        32,612
                 Decrease in cash overdraft                    441


                 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
                                                       December 31,
                                                     1999       1998


          During the period, Wincroft settled
          an outstanding note payable of $2,000,000 which
          was originally issued as part consideration for the
          purchase of VideoTalk by the
          issuance of $2,000,000 of Preferred
          Stock.                                       -         $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 of
          securities                         (10,020)           (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  (1,674)    68,247     (1,140)     90,998

          Total expenses           (1,674)    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                                 (10,020)
          securities

          Income (loss)           $  1,674 $(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