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

                                       FORM 10-KSB/A
	(Mark One)

	[x] Annual report under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 (Fee required)

	For the fiscal year ended March 31, 2001

	[ ] Transition report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (No fee required)

        For the transition period from                      to

        Commission file number          0-12122

                                     WINCROFT, INC.
                  (Name of Small Business Issuer in Its Charter)

                          ALEXANDER MARK INVESTMENTS (USA), INC.
                                      (Previous Name )

             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)          (Zip Code)



(Former Address of Principal Executive Offices)		    	 (Zip Code)

                             (972) 386-8907
	(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                               Name of Each Exchange
        Title of Each Class                    on Which Registered

                        None                              None

Securities registered under Section 12(g) of the Exchange Act:

                               Common Stock, No Par Value
                                        (Title of Class)

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.
[x] Yes	 [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in a definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [x]
<PAGE>

Issuer's revenues for  the fiscal year ended March 31, 2001 was $-0-. The
aggregate market value of the common shares held by non-affiliates was $68,000
as of April 18, 2001.

The number of shares outstanding of the Registrants common stock no par value
was 5,140,100.

Documents Incorporated by reference:  NONE

                                   PART I

Item 1.	Business

Wincroft, Inc. ("Registrant" or "the Company") now has no operations or
substantial assets, and intends to seek out and obtain candidates with
which it can merge or whose operations or assets can be acquired through
the issuance of common stock.  Previously it was a technology company
focusing on hardware and software solutions for audio and video
communications over the Internet.  Existing shareholder of Registrant will,
in all probability, experience significant dilution of their ownership of
Registrant and should experience an appreciation in the net book value per
share.  Management will place no restrictions on the types of businesses
which may be acquired.  In determining the suitability of a combination
partner, Management will require that the business being acquired has a
positive net worth, that it show evidence of being well-managed, and that
its owners and management have a good reputation within the business
community.  Management intends to seek out business combination partners by
way of its business contacts, including  possible referrals from the
Registrant's accountants and attorneys, and may possibly utilize the
services of a business broker.

Its previous trading activities commenced on March 31, 1998 though the
acquisition of VideoTalk a videoconferencing system for the Internet.
The acquisition of VideoTalk was approved at a special meeting of
shareholders of the Company on 18th May 1998 at which time the directors
and management of the Company were changed and Mr. Jason Conway was
appointed Director and President of the Company. The marketing and further
development of VideoTalk proved unsuccessful and the asset has been written
off in Registrants financial statements.  On April 14, 2000 Mr. Conway
resigned as a Director and Officer of the Company and was replaced by Mr.
Daniel Wettreich.

Registrant is now seeking an acquisition and/or merger transaction, and is
effectively a blind pool company.

The Company was organized in Colorado in May 1980 as part of a quasi-
reorganization of Colspan Environmental Systems, and has made several
acquisitions and divestments of businesses unrelated to its present
activities.

Acquisition and Divestments History

The Company restructured during 1986 with unrealizable assets being written
off and the name of the Registrant being changed to Apache Resources
Limited.  Subsequently, the Company changed its name to Danzar Investment
Group, Inc. and formed, developed and spun off to its stockholders five
public companies, Pathfinder Data Group, Inc., Phoenix Network, Inc.,
WorthCorp, Inc., Forme Capital, Inc., and Whitehorse Oil and Gas
Corporation, Inc.  Following these distributions the Company had no
investments in these companies.  From 1988 to 1997 the Company had no
business activities. Following a change in the Registrants name to
Alexander Mark Investments (USA), Inc., the Company in May 1997 acquired a
controlling interest in a U.K. public company, Meteor Technology, plc. of
which Mr. Daniel Wettreich, the then President of the Company, was an
officer and director.  Mr. Wettreich is also an officer and director of
Camelot Corporation which became the controlling shareholder of the
Registrant at that time.  On 20th March, 1998, Camelot Corporation
transferred 51% of the outstanding shares in the Company to Forsam Venture
Funding, Inc., a company affiliated with Mr. Wettreich.  On 23rd March,
1998, the Company disposed of its sole asset being its shareholding in
Meteor Technology, plc for $59,573.  On 31st March 1998, the Company
entered into an agreement with Third Planet Publishing, Inc., a wholly
owned subsidiary of Camelot Corporation to purchase at Third Planet's
historical cost all rights, title and interest to VideoTalk for $7,002,056
payable by the issuance of common and preferred shares in the Registrant
and a Promissory Note in the amount of $2,000,000.  The assets were valued
at Third Planet Publishing's recorded value of $231,484.  The purchase was
conditional upon shareholder approval of the transaction and the completion
of the acquisition of the majority of the outstanding stock of the
Registrant by Mr. Jason Conway.  These transactions were approved by
shareholders on May 18, 1998 as well as the approval of a 100 for 1 forward
stock split to increase the number of shares outstanding and various
amendments to the Articles of Incorporation amongst other things.

Item 2.	Properties

Registrant shares offices at 6959 Arapaho, Suite 122, Dallas, Texas  75248
with an affiliate of its President on an informal basis.

Item 3.	Legal Proceedings

There are no proceedings to which any director, officer or affiliate of the
Registrant, or any owner of record (or beneficiary) of more than 5% of any
class of voting securities of the Registrant is a party adverse to the
Registrant.

Item 4.	Submission of Matters to a Vote of Security Holders

No  matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
<PAGE>


                                 PART II

Item 5. Market for Registrant's Common  Equity  and  Related  Stockholder
        Matters

Registrant's Common Stock, no par value is traded over the counter (OTC
BB:WINN) and the market for the stock has been relatively inactive.  The
range of low and high bid quotations (adjusted for 100 for 1 forward split
on 18th May, 1998) for each calendar quarter period of the Registrant's
previous two fiscal years, as supplied by the "pink sheets" of the National
Quotation Bureau or the OTC Bulletin Board quotes available on the Internet
are shown below.  The quotations reflect interdealer prices, without retail
markup, markdown or commission and do not necessarily reflect actual
transactions.
<TABLE>
<S>						<C>				<C>
	     	                      Bid  		Ask
	Quarter Ending

        March 30, 1999                  1.125           1.125
        June 30, 1999                   0.25            0.625
        September 30, 1999              0.25            0.625
        December 30, 1999               0.25            0.625
        March 30, 2000                  0.25            0.625
        June 30, 2000                   0.25            0.625
        September 30, 2000              0.25            0.625
        December 30, 2000               0.25            0.625
        March 30, 2001                  0.25            0.625
</TABLE>
The Registrant has no outstanding options or warrants for the purchase of
its Common Stock or any outstanding securities that are convertible into
Common Stock.

As of May 7, 2001 there were approximately 370 shareholders of record of
Registrant's Common Stock.

Registrant has not paid cash dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future.

Item 6.	Management's Discussion and Analysis of Financial Condition and
Result of Operations

During the year ended March 31, 2001 losses of $-0- compared with $71,182 in
2000.  The Company had no activities.

There were no revenues for the period.  The Company is now seeking merger
opportunities.
<PAGE>



During the fiscal 1999 period 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 changed its fiscal
year end from April 30 to March 31 and therefore the figures from 1998 are
actually for the eleven months.  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.

On 9th May, 1997, the Company acquired 4,072,798 (post-reverse split)
shares in Meteor Technology, plc ("Meteor") from the Company's then
President Mr. Daniel Wettreich in exchange for 6,787,998 restricted common
shares in the Company.  At the time of acquisition such Meteor shares
represented 57% of the then outstanding shares in Meteor, which
subsequently were diluted by additional share issuances by Meteor to
approximately 41% of the issued share capital of Meteor.  During the
financial year comprising the eleven (11) months ending March 31, 1998, the
Company's investment in Meteor represented its sole asset, and the Company
has elected to treat such asset as an investment in its year end financial
statements.  On 23rd March, 1998, the Company disposed of its shareholding
in Meteor in two transactions.  The Company sold 2,940,000 Meteor shares to
Forsam Venture Funding, Inc., a company affiliated with its then President
Mr. Daniel Wettreich for $43,000 of 8% Preferred Shares in Forsam Venture
Funding, Inc.  The balance of the Meteor shares were sold to Abuja
Consultancy, Ltd. for $16,817 cash.  The profit from the sale of these
securities was $45,997.  Other than the acquisition and subsequent disposal
of the shares in Meteor the Company had no operations in the period ended
March 31, 1998.  The Company also made a profit for the period of $4,434
from the write off of an affiliated advance.

Liquidity and Capital Resources

The Registrant has met its shortfall of funds from operations during prior
periods by borrowings from its Directors and companies affiliated with its
Directors.  There  can  be  no assurance  that the Company will be able to
continue to fund operations by borrowing. Net cash used by operating
activities was $-0- ($291 in 2000).  Net cash provided by investing
activities was $-0- ($-0- in 2000) and by financing activities was $-0-
($441 in 2000).

The Registrant's present needs for liquidity principally relates to its
employees, 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. Registrant has no plans for significant capital
expenditures during the next twelve months.  Management believes that the
present level of cash resources available to the Registrant will be
sufficient for its needs over the next twelve months.  There are no known
trends demands, commitments or events that would result in or that is
reasonably likely to result in the Company's equity increasing or decreasing
in a material way other than the potential use of cash resources in the
normal course of business or additional fund raising.
<PAGE>


Item 7.	Financial Statement and Supplementary Data

Independent Auditor's Report

Financial Statements for March 31, 2001 and March 31, 2000

Balance Sheet

Statements of Operations

Statements of Changes in Stockholders Equity

Statements of Cash Flows

Notes to Financial Statements
<PAGE>


                            Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545                           2280 South Xanadu Way
                                                              Suite 370
                                               Aurora, Colorado   80014


Board of Directors and Shareholders
Wincroft, Inc.


INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Wincroft, Inc., as of
March 31, 2001, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the years ended March 31, 2001 and
2000.  These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wincroft, Inc., as of
March 31, 2001, and the results of its operations and its cash flows for
the years ended March 31, 2001 and 2000 in conformity with generally
accepted accounting principles.



Larry O'Donnell, CPA, P.C.
May 29, 2001
<PAGE>


WINCROFT, INC.
BALANCE SHEET
<TABLE>
<S>			<C>
	ASSETS


                                          March 31, 2001



	Current Assets:
        Cash                            $       150



			Total Assets	 $	150

	LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                      $    5,050

TOTAL LIABILITIES                        $    5,050

Stockholders' Equity (Deficit):
  Common stock no par value, 75,000,000 shares
    authorized; 5,140,100 shares issued
    and outstanding at March 31, 2001 and
    March 31, 2000, respectively             10,280
  Preferred Stock 25,000,000
    authorized $.01 par value
    7,000 and 7,000 issued at March 31, 2001 and
    March 31, 2000, respectively                 70
Additional paid in capital                1,168,082
        Retained Earnings (Deficit)      (1,182,199)

Less treasury stock, 7,496,223
    shares at cost                           (1,133)
                                             (4,900)

                                         $      150
</TABLE>
See accompanying notes to these financial statements.
<PAGE>



                             WINCROFT, INC.
                        STATEMENT OF OPERATIONS

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

                                 For the year ended     For the year ended
                                 March 31, 2001         March 31, 2000

Revenue                          $        -             $         -

Expenses
General and Administrative 		(1,550)			(510)

    Total Expenses                      (1,550)                 (510)

Loss from sale of
   Securities                                -                     -

Loss from write down of property             -              (161,647)

Gain on disposal of subsidiary               -                89,326

Income (Loss) Before Provision
    for Income Taxes              $     (1,550)           $  (71,811)

Provision for Income Taxes                   -                    -

Net Income (Loss) from
    Operations                    $     (1,550)           $  (71,811)

Basic Income (Loss)
    Per Share                     $       -               $   (0.014)
    Weighted Average Number of
     Shares Outstanding                 5,140,100          5,140,100
 </TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>



                                 WINCROFT, INC.
                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              For the year ended March 31, 2001 and March 31, 2000
<TABLE>
<S>                       <C>            <C>     <C>             <C>
                        Preferred     Amount    Common          Amount
                        Stock                   Stock
                        Shares                  Shares

Balance March 31, 1999  7,000           $70     5,140,100       $10,280

Net Profit (Loss) for
Year Ended March 31, 2000

Balance March 31, 2000  7,000           $70     5,140,100       $10,280

Net Profit (Loss) for
Year Ended March 31, 2001

Balance March 31, 2001  7,000           $70     5,140,100       $10,280



</TABLE>



















The accompanying notes are an integral part of these financial statements.
<PAGE>


WINCROFT, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
For the year ended March 31, 2001 and March 31, 2000
<TABLE>
<S>                       <C>         <C>       <C>         <C>

                        Additional  Retained    Treasury    Total
                        Paid-In     Earnings    Stock    Stockholders'
                        Capital     Deficit     Amount      Equity

Balance
     March 31, 1999    $1,168,082  $(1,108,838) $(1,133)    $68,461

Net Profit (Loss) for
Year Ended March 31, 2000              (71,811)             (71,811)

Balance March 31, 2000 $1,168,082  $(1,180,649) $(1,133)    $(3,350)

Net Profit (Loss) for
Year Ended
March 31, 2001                          (1,550)             (1,550)

Balance
    March 31, 2001     $1,168,082  $(1,180,649) $(1,133)    $(3,350)



</TABLE>











The accompanying notes are an integral part of these financial statements.
<PAGE>



WINCROFT, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<S>		<C>		<C>
			For the years ended
	                    March 31, 2001	March 31,2000

CASH FLOWS FROM OPERATING ACTIVITIES
  Income (Loss) from Operations	$      (1,550 )		$(71,811)

Adjustments to reconcile net income to net cash received from operation
activities:
            Depreciation 		-		-
            Loss from sale of
               securities               -               -
            (Increase) Decrease in:
            Prepaid expenses	 	-		-
            Inventory                   -               -
            Increase (Decrease) in:
            Accounts payable 		1,550	   	(3,354)
	Write off of property and
           equipment                    -               161,647
        Gain on disposal of subsidiary  -               (86,773)

NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES                    -               (291)

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
   Purchase of equipment		-		-
   Proceeds from sale of securities     -               -

NET CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES                 -               -

CASH FLOWS FROM FINANCING RESOURCES
   Cash overdraft                       -               441
   Proceeds from loans payable-related
      parties                           -               -

NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES                    -               441

INCREASE (DECREASE) IN CASH		-		-
BEGINNING CASH BALANCE                  150             150

ENDING CASH BALANCE             $       150     $       150
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

                              WINCROFT, INC.
                    NOTES TO FINANCIAL STATEMENTS
                  March 31, 2001 and March 31, 2000

NOTE A:	Summary of Significant Accounting Policies

	Organization and Principles of Consolidation

The Company was organized in May, 1980, as part of
a quasi-reorganization of Colspan Environmental
Systems. At present, the Company has no
subsidiaries and is operating at a reduced level.
On 18th May, 1998, the Registrant held a
shareholders meeting, at which the shareholders
approved resolutions to ratify the appointment of
auditors for the fiscal year ended March 31,
1998, to amend the Articles of Incorporation to
change the Company's name to Wincroft, Inc.,
approved a 100 for 1 forward stock split to
increase the number of shares outstanding without
effecting the stated value of the common shares,
approved the amendment to the Articles of
Incorporation to create Preferred Shares,
approved the transfer of control of the Company
to Jason Conway, approved the issuance of common
and preferred stock along with a Promissory Note
to acquire the VideoTalk product, and ratified
all previous actions of the officers and
directors of the Company.  The financial
statements reflect the VideoTalk transaction as
unconditional.

The financial  statements  include  the
information for the subsidiary, 	Wincroft (UK),
Ltd. acquired by the Company during the year ended
March 31, 1999 for 1 pound. Wincroft (UK), Ltd.
had no operations before it was acquired
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
March 31, 1999, one pound equals $1.67650.  During
the year ended March 31, 2000, the subsidiary was
transferred to a company affiliated with Mr.
Conway in exchange for him assuming the
subsidiary's debt.
<PAGE>


Basic Earnings per Common Share

Effective December 15, 1997, the Registrant
adopted FAS128 regarding the earnings per share
calculations.  The statement requires the
replacement of primary earnings per share with
basic earnings per share ("EPS").  Basic EPS is
computed by dividing income available to common
stockholders by the weighted-average number of
common shares outstanding during the period.  A
diluted earnings per share is also presented which
is computed by increasing the average number of
common shares outstanding by the number of
additional shares that would be outstanding if the
options outstanding had been exercised.

Property and Equipment

Property and equipment are carried at cost.  Major
additions and betterments are capitalized, whole
replacements and maintenance and repairs which do
not improve or extend the life of the respective
assets are expensed.  When the property is retired
or otherwise disposed of, the related costs and
accumulated depreciation are removed from the
accounts and any gain or loss is reflected in
operations.

Depreciation of equipment is provided on the
straight-line method over an estimated useful life
of five years.

Capital Stock

The number of shares authorized are 75,000,000
common and 25,000,000 preferred as of May 19,
1998.  The number of common shares issued and
outstanding are 5,140,100, no par value at March
31, 1998 (post forward split) and 5,000 $0.01 par
value preferred shares as a result of the
shareholders approval at the meeting held May 18,
1998. The number of common shares issued and
outstanding are 5,140,100, no par value at March
31, 1998 (post forward split) and 7,000 $0.01 par
value preferred shares at March 31, 1999.

The holders of the Company's stock are entitled to
receive dividends at such time and in such amounts
as may be determined by the Company's Board of
Directors. All shares of the Company's Common
Stock have equal voting rights, each share being
entitled to one vote per share for the election of
directors and for all other purposes.  All shares
of the
<PAGE>

Company's Preferred Stock have a preference over
the Common Stock in the event of liquidation or
similar action.  The Board of Directors of the
Company are authorized to create series of
Preferred Shares designating the rights as a
result of the amendments approved by the
shareholders at the meeting held May 18, 1998.
The preferred shares have no voting rights.

Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect reported amount of
assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements and the reported amounts
of revenues and expenses during the reporting
period.  Actual results differ from the estimates.

NOTE B:	Income Taxes

The Company has incurred approximately $1,200,000
in net operating losses. The expiration dates for
the net operating loss carry forwards are from
1998 through 2018.  Use of these net operating
loss carry forwards is dependent on future taxable
income.  Deferred tax assets of $350,000 have been
offset entirely by a valuation allowance.

NOTE C:	Stock Options

On May 18, 1998, two directors of the Company were
granted stock options to purchase up to 10,000
each of newly issued shares of the Company at a
price of $3.00 per share, expiring no earlier than
ten years from the date of grant.  These options
were surrendered on April 14, 2000.

NOTE D:	Related Party Transactions


For the year ended March 31, 2000 the Company
incurred stock transfer fees to a Company
associated with Mr. Wettreich, the previous
President of the Company in the amount of
$(5,187).

<PAGE>


Item 8.	Disagreements on Accounting and Financial
Disclosures

A Form 8-k dated May 12, 1998 was filed to report
a change in accountants.  There has not been a
filing to report a disagreement on any matter of
accounting principle or financial statement
disclosure, within 24 months of the date of the
most recent statements.

                             PART III

Item 9.	Directors and Executive Officers of the Registrant

The following persons serve as Directors and/or Officers of
the Registrant:

Name                    Age   Position   Period Served Term
                                                        Expires

Daniel Wettreich	48    Chairman   April 2000    Next
                              President                Annual
                              Treasurer                Meeting
                              Director

Daniel Wettreich

Daniel Wettreich is Chairman, President and Director of the Company since April
2000. Additionally, he currently holds directors positions in the following
public companies Camelot Corporation(1) , Forme Capital, Inc., and Malex, Inc.
In July 1993, he was appointed a Director of Goldstar Video Corporation(2)
following an investment by Camelot. From July 1996 to July 1998 he was a
Director of Constable Group plc a United Kingdom company. (3)  Mr. Wettreich
has a Bachelor of Arts in Business Administration from the University of
Westminster, London, England.

	(1) A subsidiary of Camelot Corporation, Camelot Entertainment filed
Chapter 7 liquidation in January, 1995.

	(2) Goldstar Video Corporation filed for protection from creditors
pursuant to Chapter 11 in October, 1993, and has converted to a liquidation
proceeding.

	(3) A subsidiary, Meteor Payphones and its subsidiaries filed for voluntary
liquidation in March 1998.  Constable Group plc filed for voluntary liquidation
in July 1998.
<PAGE>



Item 10.	Executive Compensation

The following table lists all cash compensation paid to
Registrant's executive officers as a group for services
rendered in all capacities during the fiscal period ended
March 31, 2001.  No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer,
nor was any compensation deferred.

	CASH COMPENSATION TABLE


Name of Individual 		Capacities in        Cash
or Number in Group      	Which Served
Compensation

     --                      	--                    NONE

Directors of the Registrant receive no salary for their
services as such, but are reimbursed for reasonable expenses
incurred in attending meetings of the Board of Directors.

Registrant has no compensatory plans or arrangements whereby
any executive officer would receive payments from the
Registrant or a third party upon his resignation, retirement
or termination of employment, or from a change in control of
Registrant or a change in the officer's responsibilities
following a change in control.
Item 11.  Security Ownership of Certain  Beneficial  Owners
and  Management

The following table shows the amount of common stock, no par
value, ($.002 stated value), owned as of May 17, 2000, by
each person known to own beneficially more than five percent
(5%) of the outstanding common stock of the Registrant, by
each director, and by all officers and directors as a group
(1 person).  Each individual has sole voting power and sole
investment power with respect to the shares beneficially
owned.
<TABLE>
<S>			<C>
Name and Address of	Amount and Nature of	Percent
Beneficial Owner	Beneficial Ownership	of Class

Daniel Wettreich	700,000 (1) 		13.6%
6959 Arapaho, Suite 122
Dallas, Texas  75248

  All Officers and
      Directors as 	700,000 (1)		13.6%
       a group (1 person) (1)
<PAGE>

Mick Y. Wettreich     3,576,400                 81.2%
1 Shelley Close
Edgware, Middlesex
England HA8 8AX
</TABLE>

(1) 	700,000 of these shares are owned by Camelot Corporation
of which company Mr. Wettreich is a director.  Mr.
Wettreich has disclaimed any beneficial interest in these
shares.

Item 12.	Certain Relationships and Related Transactions

On May 15, 1997, the President of the Company, Daniel
Wettreich, subscribed for 6,787,998 restricted common shares
of the Registrant in exchange for 40,727,988 ordinary shares
of Meteor Technology, plc a UK public company.  Subsequently,
6,029,921 of the restricted shares were exchanged by Mr.
Wettreich  for restricted common shares in Adina, Inc.  Adina
then subscribed for 53,811,780 Preferred Shares, Series J of
Camelot Corporation paying for them with 6,029,921 common
shares of the Registrant.

On 20th March, 1998, Camelot transferred 51% of the then
outstanding shares in the Registrant to Forsam Venture
Funding, Inc.  Mr. Wettreich is an officer and director of
Camelot, Adina and Forsam. On March 31, 1998 Forsam Venture
Funding, Inc. surrendered 7,495,539 shares to the Company for
the treasury and they are no longer outstanding.  The Company
did not pay Forsam Venture Funding, Inc. any compensation for
the surrendering of the shares.

On March 31, 1998, Forsam Venture Funding, Inc. entered into
a conditional contract to sell all its Shares in Registrant
to Mr. Jason Conway for an undisclosed sum.  On 18th May, 1998
with the shareholders approval, the conditional contract
closed, Mr. Daniel Wettreich resigned as a director and
officer of Registrant as did all the other directors and
officers, and Mr. Conway was appointed a director, and Chief
Executive Officer of Registrant.

On March 31, 1998, Registrant entered into a conditional
agreement with Third Planet Publishing, Inc., a wholly owned
subsidiary of Camelot Corporation to acquire the VideoTalk
product for Third Planet Publishing, Inc.'s cost of
$7,002,056 payable by way of the issuance of common stock,
preferred stock and a Promissory Note.  This transaction
required shareholder approval which was forthcoming 18th
May, 1998.  The note bears interest at 10% and is due March
31, 2003.
<PAGE>

For the eleven (11) months ending March 31, 1998 and the
year ended 30th April, 1997 the Company incurred stock
transfer fees to a Company associated with Mr. Wettreich,
the previous President of the Company in the amounts of
$814.50 and $9,573, respectively.  Such amounts were written
off in the period ended March 31, 1998.

On  June 29, 1998, Registrant agreed with Camelot
Corporation  at the  request of Registrant, to satisfy the
outstanding Promissory Note payable to Camelot by Registrant
in the amount of $2,000,000 by  way  of  the  issuance of
$2,000,000 of Wincroft   Non-voting Preferred Stock, Series
B.  These Preferred Shares pay a dividend of  10%  when and
as declared by the board of directors and  will pay an
additional yield equivalent to 10% of any revenues derived
by  Registrant on sales of VideoTalk [tm].   The Preferred
Shares also call for redemption by Registrant in the event
VideoTalk  is sold.

On March 31, 2000 Mr. Conway entered into an agreement to
sell the majority of his shares to M.Y. Wettreich, and
following the closing of this transaction on April 14, 2000,
he resigned as a director and officer of the Company.  Mr.
Daniel Wettreich was appointed to replace Mr. Conway on
April 14, 2000.
<PAGE>



                                    PART IV

Item 13.	Exhibits, Financial Statement Schedules and Reports
on Form 8-K

The following financial statements are included in Part II,
Item 8 of this report for the period ended March 31, 2000:

	Balance Sheets
	Statements of Operations
	Statements of Changes in Shareholders' Equity
	Statements of Cash Flows
	Notes to Financial Statements

All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and have therefore been
omitted.

Exhibits included herein:

	3(a)		Articles of
                        Incorporation:  Incorporated by reference  to
                        Registration Statement filed on Form 10,
                        May  10,  1984; File No. 0-12122

	3(b)		Bylaws:	Incorporated by Reference as immediately
                                above

	22(a)	Subsidiaries:	Wincroft (UK) Limited

	Reports on Form 8-K
	Report dated March 31, 2000 reporting Item 1 reflecting a
                change of control of the Company.

<PAGE>


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


WINCROFT, INC.
      (Registrant)


By:	/s/ Daniel Wettreich
        Daniel Wettreich, Chairman and President

Date:	June 25, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By:	/s/ Daniel Wettreich
        Daniel Wettreich, Director; Chairman and President,
        (Principal Executive Officer); Treasurer
        (Principal Financial and Accounting Officer)

Date:	June 25, 2001