23

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

                           FORM 10-KSB
     (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, 2002

     [ ] 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.)

               18170 Hillcrest Road, Suite 100, Dallas, Texas
75252
(Address of Principal Executive Offices)      (Zip Code)


          6959 Arapaho, Suite 122, Dallas, Texas  75248
(Former Address of Principal Executive Offices)    (Zip Code)

(972) 612-1400
          (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, 2002 was $-
0-.  The aggregate market value of the common shares held by non-
affiliates was $216,000 as of April 30, 2002.

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.

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 2002 had
     no   interest  in  the  voting  rights  of  the  issued  and
     outstanding common and preferred stock of that company.
      <PAGE>
     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
     2002  owned  2,700,000  shares representing  89.15%  of  the
     issued  and outstanding common stock of Forme.  He also  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.

     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
     2002  owned  7,781,490  shares representing  92.64%  of  the
     issued  and outstanding common stock of Malex.  He also  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 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.
<PAGE>
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 18170 Hillcrest Road, Suite  100,
Dallas, Texas  75252 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, 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
  June 30, 2001           0.25  0.625
  September 30, 2001      0.25  0.625
  December 30, 2001       0.25  0.625
  March 30, 2002          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 31, 2002 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, 2002 the  Company  incurred
losses  of $-0- compared with $0 in 2001.  The Company had  no
activities.   On  October 8, 2001 accepted for retirement  for
nil  consideration  7,000 preferred shares,  and  now  has  no
issued and outstanding preferred shares.

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

During  the fiscal 1999 period the Company acquired a  dormant
company,  Wincroft, (UK), Ltd., for a nominal amount which  it
intended  to  be its active subsidiary in the United  Kingdom.
This  Company was sold during the period ended March 31,  1999
to  its  former  President, Mr. Conway  in  exchange  for  him
assuming  the subsidiary's and debt.  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.


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-  ($0  in  2001).   Net cash  provided  by  investing
activities was $-0- ($-0- in 2001) and by financing activities
was $-0- ($0 in 2001).

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, 2002 and March 31, 2001

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, 2002, and the related statements  of
operations,  stockholders' equity (deficit), and  cash  flows
for the years ended March 31, 2002 and 2001.  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 audits.

I  conducted  my audit in accordance with generally  accepted
auditing  standards in the United States of  America.   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 audits provide 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, 2002,  and  the
results  of its operations and its cash flows for  the  years
ended  March  31, 2002 and 2001 in conformity with  generally
accepted  accounting  principles  in  the  United  States  of
America.



Larry O'Donnell, CPA, P.C.
June 26, 2002
Aurora, Colorado
<PAGE>
                         WINCROFT, INC.
                          BALANCE SHEET

<TABLE>
<S>                                     <C>
                               ASSETS

                                      March 31, 2002



 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, 2002 and March 31, 2001,
    respectively                        10,280
  Preferred Stock 25,000,000 authorized $.01 par value
     None issued
Additional paid in capital           1,168,152
Retained Earnings (Deficit)           (1,182,199)
Less treasury stock, 7,496,223 shares at cost(1,133)
                                       (4,900)

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

                         WINCROFT, INC.
                     STATEMENT OF OPERATIONS

       <TABLE>
<S>                           <C>                      <C>
                    For the year ended            For the year ended
                    March 31, 2002            March 31, 2001

Revenue                        $               -      $       -

Expenses
General and Administrative          -                    (1,550)
    Total Expenses             -                (1,550)
Loss from sale of
   Securities                       -                          -

Loss from write down of property    -                          -

Gain on disposal of subsidiary      -                          -

Income (Loss) Before Provision
    for Income Taxes      $       -
$  (1,550)
Provision for Income Taxes          -                          -
Net Income (Loss) from
    Operations                 $    -                 $  (1,550)
Basic Income (Loss)
    Per Share            $     -             $        -
    Weighted Average Number of
     Shares Outstanding  5,140,100              5,140,100

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

                         WINCROFT, INC.
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      For the year ended March 31, 2002 and March 31, 2001
<TABLE>
<S>                                    <C>                   <C>
<C>                      <C>
                    Preferred              Common
                      Stock                Stock
                      Shares    Amount     Shares     Amount




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

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

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

Surrender of           (7,000)     (70)
preferred stock

Net Profit (Loss)
for
Year Ended March
31, 2002

Balance March 31,                          5,140,100   $10,280
2002
</TABLE>
<PAGE>


















The accompanying notes are an integral part of these financial
statements.
                         WINCROFT, INC.
    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
      For the year ended March 31, 2002 and March 31, 2001
<TABLE>
<S>                                    <C>                 <C>
<C>                  <C>
                    Addition   Retained  Treasur     Total
                    al Paid-   Earnings  y Stock   Stockhold
                       In                            ers'
                    Capital    Deficit    Amount    Equity

Balance March 31,   $1,168,0  $(1,180,64  $(1,133  $( 3,350)
2000                      82          9)        )

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

Balance March 31,   $1,168,0  $(1,182,14  $1,133)   $(4,900)
2001                      82          9)

Surrender of              70
preferred stock

Net Profit (Loss)
for
Year Ended March
31, 2002

Balance March 31,   $1,168,1  $(1,182,14  $1,133)   $(4,900)
2002                      52          9)
</TABLE>
<PAGE>











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

                         WINCROFT, INC.
                    STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                         <C>
<C>
                                         For the years ended
                                 March 31, 2002          March
31, 2001

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

Adjustments to reconcile net income to net cash received from
operation activities:
                                           -                -
      Increase (Decrease) in:
     Accounts payable                            -
1,550

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

NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES                       -                -

INCREASE (DECREASE) IN CASH                -                -

BEGINNING CASH BALANCE                   150              150

ENDING CASH BALANCE                  $  150          $    150

 The accompanying notes are an integral part of these financial
                           statements.
</TABLE>
<PAGE>
WINCROFT, INC.
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2002 and March 31, 2001

     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  March  31,  2002.   The
             number   of   common  shares  issued   and
             outstanding are 5,140,100, no par value.

             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.
     <PAGE>
             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   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.
<PAGE>
                            PART III

     Item 9. Directors and Executive Officers of the
     Registrant

     The following persons serve as Directors and/or
     Officers of the Registrant:
     <TABLE>
     <S>                                  <C>    <C>
     <C>                   <C>
     Name            Age   Position     Period Served   Term  Expires

     Daniel Wettreich    50    Chairman   April 2000
     Next
                               President                Annual
                         Treasurer                      Meeting
                         Director
</TABLE>
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 , Forme Capital, Inc., and Malex, Inc. From July 1996
to  July  1998 he was a Director of Constable Group plc a  United
Kingdom  company. (1)  Mr. Wettreich has a Bachelor  of  Arts  in
Business  Administration  from  the  University  of  Westminster,
London, England.

      (1)  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, 2002.  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.
     <PAGE>
     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 31, 2002, 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>                                        <C>
     Name and Address of
     Amount and Nature of                    Percent
     Beneficial Owner
     Beneficial Ownership                   of Class

     Daniel Wettreich
     4,276,400 (1)                       83.2%
     18170 Hillcrest Road, Suite 100
     Dallas, Texas  75252

       All Officers and Directors as
     4,276,400 (1)                      83.2%
               a group (1 person) (1)
     </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.
     <PAGE>
     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  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>
     On   October  8,  2001,  Registrant  accepted  for
     retirement  for nil consideration 7,000  preferred
     shares  in  Registrant.   Registrant  now  has  no
     issued and outstanding preferred shares.

     On  March  3,  2002, Mick Y. Wettreich transferred
     by  way  of  gift  all his shares  in  Registrant,
     comprising  3,576,400 shares, to Daniel  Wettreich
     the   President  of  Registrant.  Following   this
     transaction,  Daniel Wettreich, Separate  Property
     now  owns  in  excess of 81%  of  the  issued  and
     outstanding shares of Registrant's common stock.
     <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, 2002:

      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 i
     mmediately above

      22(a) Subsidiaries:                      None.

      Reports on Form 8-K

      Report dated October 30, 2001 reporting Item 5 -
     other events.

      Report dated March 8, 2002 reporting Item 1
     reflecting a change of control of the Registrant.

                        <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 27, 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:     June 27, 2002