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

                                  FORM 10-KSB/A
                                 Amendment No. 2
	(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
<PAGE>
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]

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 1
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.
<PAGE>
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.

The Registrant is one of a number of similar blind pool companies
affiliated with Mr. Daniel Wettreich the President of the
Registrant.  The other companies are as follows:

Camelot Corporation ("Camelot") was incorporated in the
state of Colorado in September 1975, and has made several
acquisitions and divestments of businesses unrelated to its
present activities. It has been a blind pool company since
July 1998.  Mr. Daniel Wettreich is a Director and President
of Camelot and as at the financial year ended April 2001 had
an indirect interest in 1,345,295 Preferred Stock, Series J
of Camelot representing 21.4% of the voting rights of the
issued and outstanding common and preferred stock of that
company.  These shares were owned by Forsam Venture Funding,
Inc. a Delaware corporation of which Mr. Wettreich is a
Director and Officer. Subsequently, these shares were
surrendered to Camelot and are no longer issued and
outstanding.

Forme Capital, Inc. ("Forme") was incorporated in the state
of Delaware in December 1986,and has made several
acquisitions and divestments of businesses unrelated to its
present activities.  It has been a blind pool company since
April 2000.  Mr. Daniel Wettreich is a Director and
President of Forme and as at the financial year ended April
2001 had an indirect interest in 292,857 common stock of
Forme representing 9.67% of the issued and outstanding
common stock of that company.  These shares are owned by the
wife of Mr. Wettreich and he has disclaimed any beneficial
interest in these shares. The brother of Mr. Wettreich, Mr.
Mick Y. Wettreich owned 2,700,000 shares representing 89.15%
of the issued and outstanding common stock of Forme.

Malex, Inc. ("Malex") was incorporated in the state of
Delaware in June 1987.  It has been a blind pool company
since inception.  Mr. Daniel Wettreich is a Director and
President of Malex and as at the financial year ended April
2001 had an indirect interest in 225,000 common stock of
Malex representing 2.67% of the issued and outstanding common
stock of that company.  These shares are owned by the wife of
Mr. Wettreich and he has disclaimed all beneficial interest
in these shares.  The brother of Mr. Wettreich, Mr. Mick Y.
Wettreich owned 7,781,490 shares representing 92.64% of the
issued and outstanding common stock of Malex.

The Registrant has had no success in finding companies with which
to merge. During the past three years one blind pool company
eVentures Group, Inc ("eVentures") that was affiliated with Mr.
Wettreich was merged in September 1999 with another group of
companies that were affiliates of the Lamar Hunt family of
Dallas, Texas.  The basis on which the decision was taken to
merge those particular companies with eVentures was the opinion
of Mr. Daniel Wettreich the President and Director of eVentures
regarding primarily the quality of the businesses that were to be
merged and their potential for future growth, the quality of the
management of the to be merged entities, and the benefits that
could accrue to the shareholders of eVentures if the merger took
place.  The selection of which blind pool company affiliated with
Mr. Wettreich will be used for a merger in a given transaction is
arbitrary and is partly dependent on which blind pool company is
of interest to the potential merger partner. The Registrant has
no particular advantage as a blind pool company over any other
blind pool company affiliated with Mr. Wettreich, and there can
be no guarantee that a merger will take place, or if a merger
does take place that such merger will be successful or be
beneficial to the stockholders of the Registrant.



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
<PAGE>
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
<PAGE>
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
Aurora, Colorado
<PAGE>


WINCROFT, INC.
BALANCE SHEET

	ASSETS
<TABLE>
<S>                                  <C>

				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>

                     Additional  Retained      Treasury  Total
                      Paid-In    Earnings      Stock     Stockholders'

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


</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>

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  $(1,182,149) $(1,133)   $(4,900)
</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
665: </TABLE>
The accompanying notes are an integral part of these financial
statements.




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.


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 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).




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.





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.


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)

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

(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.

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.



	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.



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:	February 18, 2002

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:	February 18, 2002
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