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 1999

       [ ] 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.)

  Elthorne Gate, 64 High Street, Pinner Middlesex, England  HA5 5QA
  (Address of Principal Executive Offices)               (Zip Code)


                      (011441) 81 429 7319
             (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]

  Issuer's  revenues  for   the  fiscal  year ended  March  31,  1999  were
  $10,224. The  aggregate market value  of the common  shares held by  non-
  affiliates was $4,314,275 as of June 8, 1999.

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

  Documents Incorporated by reference:  NONE
  <PAGE>
                                   PART 1
  Item 1. Business

  Wincroft, Inc. (_Registrant_ or _the Company_) is a technology company
  focusing  on  hardware and  software  solutions  for audio  and  video
  communications over the Internet.  Its trading activities commenced on
  March   31,   1998   though   the    acquisition   of   VideoTalka   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 Chairman
  and Chief  Executive Officer of the  Company. VideoTalk is  a complete
  hardware and software system which, when connected to a multimedia PC,
  enables  full duplex  video conferencing  over the  Internet and  over
  local and wide area networks. VideoTalk will operate in the background
  while  not detracting  from the  PC's  ability to  run other  software
  programs  simultaneously.   It uses  a  PCI plug  and  play card  that
  provides high  quality audio and  video while achieving  extremely low
  processing load.   VideoTalk does not require a sound  card or a video
  capture card  and allows communication over  the Internet with  only a
  28.8 kbps modem.

  The Company's new management intends to enter into discussions with PC
  manufacturers regarding the licensing of  VideoTalk for inclusion with
  forthcoming  platforms, and  will market  the product  to governmental
  entities,  larger  and  medium   size  corporations,  and  value-added
  resellers.

  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 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.

  The Company  now employs Mr. Conway  on a full time  basis as Chairman
  and Chief Executive Officer.

  Item 2. Properties

  Registrant leases 300 square feet of  office space on a month-to-month
  basis for  $500 per month  at Elthorne Gate,  64 High  Street, Pinner,
  Middlesex HA5 5QA, England.

  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

  On 18th May, 1998, subsequent to  the financial period, a shareholders
  meeting was held ratifying the appointment  of auditors for the fiscal
  year ended March 31, 1998, approving the amendments of the Articles of
  Incorporation to change the Company name  to Wincroft, Inc., approving
  a  100 for  1 forward  stock split  to increase  the number  of common
  shares outstanding  without effecting the  stated value of  the common
  shares, approving  the amendment to  the Articles of  Incorporation to
  create  Preferred Shares,  approving the  transfer of  control of  the
  Company  to  Jason  Conway,  approving  the  issuance  of  common  and
  preferred  stock  along  with  the  Promissory  Note  to  acquire  the
  VideoTalk product, and ratifying all actions  of the previous officers
  and directors of the Company.

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

                                  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.  The
  Company's fiscal year end was 30th April and was changed to 31st March
  in 1998.
  <TABLE>
  <S>                        <C>                  <C>
                           Bid                    Ask
     Quarter Ending

     April 30, 1997      .000156                   .25
     July 31, 1997       .000156                   .25
     October 31, 1997    .000156                   .25
     January 31, 1998    .000156                   .03
     March 31, 1998      .000156                   .03
     June 30, 1998          3.00                  3.00
     September 30, 1998     3.25                  3.25
     December 31, 1998      2.50                  3.00
     March 30, 1999        1.125                 1.125
</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, except for those options described in Item 11.

  As of June 8, 1999 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, 1999 the  Company had  no activities
  other than the development of a  marketing plan by management.  Losses
  of $222,607  were due primarily to  employee costs and  rental expense
  ($299 for the previous period).   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.   Registrant  requested this  action in  order to
  assist in   its   fund raising   capabilities.  Registrant  is seeking
  funds  to   pay  for  working capital and marketing  expenditures.  As
  its investment in VideoTalk is represented by goodwill, Registrant has
  written off its VideoTalk investment in  its financial statements, but
  continues to seek opportunities to utilize the product.

  During the period under review the Company acquired a dormant company,
  Wincroft, (UK), Ltd., for a nominal amount which is intended to be its
  active subsidiary in the United Kingdom.   The Company has changed its
  fiscal year  end from April 30  to March 31 and  therefore the figures
  from  last year  are actually  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.   The revenues  for the  period were  minor, and  consisted of
  consulting fees received.   Management has focused  on researching and
  creating  a  marketing plan  for  VideoTalk  and continued  to  gather
  research as it refined its marketing plan.

  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.  The
  Registrant sold  non-marketable securities for  cash in the  amount of
  $32,980 resulting in a loss on non-marketable securities in the amount
  of $10,020.   Net cash used by operating activities  was $123,102 ($55
  in  1998).   Net cash  provided  by investing  activities was  $27,677
  ($16,573  in 1998)  and by  financing activities  was $68,656  (nil in
  1998).  During the period ended  March 31, 1998, the Registrant issued
  shares  for the  acquisition  of Meteor  shares  which investment  was
  subsequently sold resulting in an increase in cash of $16,817.

  The  Registrant has  received  loans from  an  entity  related to  the
  President.

  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 will
  seek to raise funds by way of private placement of common or preferred
  shares  to provide  working  capital and  for  marketing.   Management
  believes  that  license fees  received  from  VideoTalk will  generate
  revenues  and cash  flow  towards the  end  of  the current  financial
  period.  Registrant has no plans  for significant capital expenditures
  during the next twelve months.  Management believes that cash provided
  by financing activities  and licensing fees together  with 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.

  Year 2000 Readiness Disclosure

  The    Company  is   aware  of   the  issues   associated  with    the
  programming   code in  existing computer  systems as the   year   2000
  approaches.   The  issue is  whether computer  systems will   properly
  recognize   date-sensitive information  when the   year   changes   to
  2000. The Company   believes that the Year  2000  issue will  not pose
  significant operational  problems for the Company's  computer  systems
  and  will not  have a  material adverse   effect   on   the  Company's
  financial condition or results of operations.

  The  Company  believes that since the VideoTalk software  is  not date
  dependent  there  should be no  Year   2000  problems.   Any contracts
  to  be entered  into for  suppliers of  distributors of  the VideoTalk
  software, should  an agreement  be reached, would  require Year   2000
  certifications to ensure Year 2000 compliance by those entities.

  <PAGE>

  Item 7. Financial Statement and Supplementary Data

  Independent Auditor's Report

  Financial Statements for March 31, 1999 and March 31, 1998

  Balance Sheets

  Statement of Operations

  Statement of Changes in Stockholders Equity

  Statement of Cash Flows

  Notes to Financial Statements
  <PAGE>

                         LARRY O'DONNELL, CPA, P.C.
             2280 South Xanadu Way, Suite 370, Aurora, CO  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,  1999,  and  the  related  statements  of  operations,
  stockholders' equity  (deficit), and  cash flows  for the year  ended
  March 31,  1999 and the eleven  months ended April  30, 1998.   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 consolidated  financial  statements referred  to
  above  present  fairly,  in  all  material  respects,  the  financial
  position of Wincroft, Inc., as of March 31, 1999,  and the results of
  its operations and its cash  flows for the year ended March  31, 1999
  and  the  eleven months  ended  March  31, 1998  in  conformity  with
  generally accepted accounting principles.



  Larry O'Donnell, CPA, P.C.
  June 25, 1999

  <PAGE>
                               WINCROFT, INC.
                                BALANCE SHEET
  <TABLE>
  <S>                                               <C>
                                                 March 31, 1999
  ASSETS
  Current assets
    Prepaid expenses                                 $6,491
  Property and equipment
    Computer equipment                             118,813
    Other equipment                                  62,179
     Leasehold improvements                          26,370
                                                   207,362
     Less accumulated depreciation                   41,473
                                                   165,889

  TOTAL ASSETS                                    $172,380

  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities
     Bank overdraft                                $  10,185
     Accounts payable                                  25,078
     Loan payable-related party                        68,656

  TOTAL LIABILITIES                                 103,919

  Stockholders' Equity (Deficit):
   Common stock; 75,000,000
     Shares authorized
     No par value; ($0.002 stated value)
     5,140,100 issued and
     outstanding on March 31, 1999                      10,280
  Preferred stock, 25,000,000
     Shares authorized $.01
     par value; 7,000 issued and
     outstanding on March 31, 1999                          70
  Additional Paid in Capital                         1,181,658
  Retained earnings (deficit)
  (1,122,416)
  Treasury  Stock (7,496,223 shares at cost)             (1,133)

     TOTAL STOCKHOLDERS' EQUITY                         68,461

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                         $172,380
  </TABLE>

  The accompanying notes are an integral part of these financial
  statements.
  <PAGE>
                               WINCROFT, INC.
                           STATEMENT OF OPERATIONS

  <TABLE>
  <S>                             <C>                 <C>
                      For the year ended  Eleven (11) Months ended
                           March 31, 1999      March 31, 1998

  Revenue                    $  10,223               $      -0-

  Expenses
  General and Administrative   222,180                      299

      Total Expenses           222,180                     (299)
  Loss from sale  of
     Securities                (10,020)
  Income (Loss) Before Provision
      for Income Taxes      $ (222,607)              $   (299)

  Provision for Income Taxes                                 -0-

  Net Income (Loss) From
      Operations            $ (222,607)              $   (299)

  Basic Income (Loss)
      Per Share             $    (.044)                  ---
      Weighted Average Number of
       Shares Outstanding    5,140,100               7,576,522
  </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, 1999 and the 11 month period ending March
                                  31, 1998
     <TABLE>
     <S>                <C>     <C>     <C>          <C>
                  Preferred              Common
                    Stock                Stock
                   Shares     Amount     Shares     Amount


Balance April 30,             0       0      749,400     1,499
1997

Acquisition of
Meteor Technology             0       0    6,787,998  $ 13,576
Shares

Retirement of
Shares for nil                0       0  (7,495,539)         0
consideration


Adjustment for
for 100-1 forward                 0       0    4,070,241     8,140
stock split

Write off of
accounts and
advances from
affiliates

Acquisition of            5,000     $50    1,028,000    $2,056
VideoTalk

Profit on sale of
securities
acquired from
related party

Net Profits for 11
months ended March            0       0            0         0
31, 1998

Balance March 31,         5,000     $50    5,140,100    10,280
1998

Conversion of note
payable to                2,000      20
preferred stock

Net Profit (Loss)
for Year Ended March
31, 1999

Balance March 31,         7,000     $70    5,140,100   $10,180
1999

</TABLE>
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, 1999 and the 11 month period ending March 31, 1998

 <TABLE>
 <S>                 <C>           <C>       <C>           <C>
                 Additional     Retained    Treasury      Total
                   Paid-In      Earnings      Stock   Stockholders'
                   Capital      Deficit      Amount      Equity





Balance April 30,       881,198      (885,932)  $(1,133)     $ (4,368)
1997

Acquisition of
Meteor Technology             0              0         0       $13,576
Shares

Retirement of
Shares for nil                0              0         0             0
consideration


Ajustment for
100-1 forward             8,140              0         0             0
stock split

Write off of
accounts and              4,678                                  4,678
advances from
affiliates

Acquisition of          229,378              0         0    $5,002,056
VideoTalk

Profit on sale of
securities               59,573                                 59,573
acquired from
related party

Net Profits for 11
months ended March            0       (13,875)         0     $(13,875)
31, 1998

Balance March 31,     1,181,678      (899,807)  $(1,133)      $291,068
1998

Conversion of note
payable to                 (20)
preferred stock

Net Profit (Loss)
for Year Ended March 31 1999        (222,607)


Balance March 31,    $1,181,658   $(1,108,838)  $(1,133)      $ 68,461
1999
</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 year       Eleven (11)
                                     ended              Months ended
                                     March 31, 1999     March 31,1998

  CASH FLOWS FROM OPERATING ACTIVITIES
    Income (Loss) from Operations           $(222,607)  $      (299)

  Adjustments to reconcile net income to net cash received from operation
  activities:
              Depreciation                     41,473
              Loss from sale of securities     10,020
              (Increase) Decrease in:
              Prepaid expenses               (6,491)
              Inventory                      29,425
              Increase (Decrease) in:
              Accounts payable               25,078             244
  NET CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES                    (123,102)            (55)
  NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
     Purchase of equipment                    (5,303)
     Proceeds from sale of securities         32,980         16,573
  NET CASH PROVIDED (USED) BY
      FINANCING ACTIVITIES                     27,677       16,573

  CASH FLOWS FROM FINANCING  RESOURCES
     Proceeds from loans payable-related
        parties                               68,656

  NET CASH PROVIDED (USED) BY
  FINANCING ACTIVITIES                        68,656             ---

  INCREASE (DECREASE) IN CASH                (26,769)          16,518
  BEGINNING CASH BALANCE                      16,584              66

  ENDING CASH BALANCE                       $(10,185)         $16,584

  Schedule of Noncash Investing and Financing Activities for the eleven
  months ended March 31, 1998
  Common Stock issued to acquire investment                   $13,576
  Acquisition of VideoTalk through issuance of:
     Common and preferred stock                               231,484
     Promissory note                                          -
  Sale of investment for nonmarketable securities              43,000
  </TABLE>
  The accompanying notes are an integral part of these financial
  statements.


  <PAGE>
                               WINCROFT, INC.
                        NOTES TO FINANCIAL STATEMENTS
                      March 31, 1998 and April 30, 1997







       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  period
                under review  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.

                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.

                The income  tax  expense for  the  eleven  months
                ended March 31, 1998  has been reduced by  $7,500
                by utilizing net operating loss carryovers.

       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.

       NOTE D:  Related Party Transactions

                During  the  year  ending  30th  April,  1995   a
                Company  associated   with  Mr.   Wettreich   the
                previous President of the Company, advanced  $300
                to the Company, and  such amount was written  off
                during the period ending March 31, 1998.

                On  May 15,  1997,  the  then  President  of  the
                Company,   Daniel   Wettreich   subscribed    for
                6,787,998 common shares  and on May  20, 1997  he
                exchanged 6,029,921  of those  shares for  common
                shares  in  Adina,  Inc.  Adina  exchanged  those
                shares   for   Preferred   shares   in    Camelot
                Corporation  which  then   had  control  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.
                The  6,686,998   shares  subscribed   by   Daniel
                Wettreich on  May  15, 1997  were  exchanged  for
                shares  he  owned   of  Meteor  Technology,   plc
                (_Meteor_).  The investment in Meteor was  valued
                at $13,576 which equaled the stated value of  the
                subscribed  shares.   The  Company's  holding  in
                Meteor was sold on  March 23rd, 1998 for  $59,573
                resulting in  a  gain of  $45,997.   Because  the
                Company's holding  in Meteor  was temporary,  the
                results   of   Meteor's   operations   were   not
                recognized   or  disclosed   in   the   Company's
                financial statements.

                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.  The  assets were valued  at Third  Planets
                Publishing,  Inc.'s  carring  value  of  tangible
                assets  of $231,484.  This  transaction  required
                shareholder approval which  was forthcoming  18th
                May, 1998.  The  note was converted to  preferred
                stock during the year ended March 31, 1999.

                For and the year ended March 31, 1999 the  eleven
                (11) months  ending March  31, 1998  the  Company
                incurred  stock  transfer   fees  to  a   Company
                associated  with  Mr.  Wettreich,  the   previous
                President  of  the  Company  in  the  amounts  of
                $2,593  and  $814,  respectively.    During   the
                period ended March  31, 1998, $4,134 was  written
                off.

                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.   Registrant  requested  this
                action in  order to  assist in  its fund  raising
                capabilities.   Registrant  is seeking  funds  to
                pay   for   working    capital   and    marketing
                expenditures.

    NOTE E:  Lease commitment

                Wincroft  (UK),  Ltd.  has  a  lease  for  office
                facilities  which  has  been  classified  as   an
                operating lease.     The  lease  requires  annual
                payments of approximately $32,500 with ending  in
                2008.    On  March  1st,  2003  the  payment  may
                increase based  on an  inflation index.    During
                the year  ended March  31, 1999  rent expense  of
                approximately  $24,000  was  recorded.     Future
                minimum lease payments are approximately  $32,500
                for each  of  the  five years  ending  March  31,
                2004.
       <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

       Jason Conway     31    President,   May 1998      Next
                              Treasurer                  Annual
                              Director                   Meeting

       Duncan James     39    Director     May 1998      Next
                                                         Annual
                                                         Meeting

       Jeffrey Graham   52    Director     May 1998      Next
                                                        Annual
                                                         Meeting

       Jason Conway

       Jason Conway is  a Director, Chairman and Chief  Executive
       Officer of the Company since May 1998.  He was a  Director
       of   Meteor   Technology   plc   a   U.K.   software   and
       telecommunications public company from 1996 to March  1998
       where he  was responsible for  the worldwide marketing  of
       computer videoconferencing and Internet software.  He  was
       previously  from  1989  an  executive  with  National  Car
       Parks, the largest car park company in the UK  culminating
       in his appointment as a Regional Director in 1995.  He  is
       a  Chartered Surveyor  and has  a Bachelor  of Science  in
       Estate Management from South Bank University in London.

       Duncan F. James

       Duncan F.  James is a  Director of the  Company since  May
       1998.   He  is  the  principal of  Duncan  James  Computer
       Consultants, an  independent computer systems  consultancy
       business since March  1998.  Previously he was Manager  of
       Technology  for  DigiPhone  International  Limited   since
       October 1996.  He  was a Lecturer in Computer Science  and
       <PAGE> Communications  with Middlesex University,  London,
       England   from  October   1994  and   previously  he   was
       Operations Manager for  Ahead of Our Time Records  Limited
       an  independent  record  label.   He  has  a  Bachelor  of
       Science in Applied Computing from Middlesex University  in
       the U.K.

       Jeffrey M. Graham

       Jeffrey M. Graham is  a Director of the Company since  May
       1998.    He  is Principal  of  Hadley  &  Co,  a  firm  of
       Chartered Accountants in  London, England that he  founded
       in 1993.  From 1985-1991 he was Senior Executive  Director
       responsible  for  Finance  &  Administration  at  Sumitomo
       Finance  International,  the UK  based  global  investment
       banking  and capital  markets subsidiary  of The  Sumitomo
       Bank of  Japan.    From  1979-85 he  was Chief  Accountant
       then Operations  Manager at  Sumitomo Finance.  Previously
       from  1976 he  was  UK Financial  Controller  for  Carrier
       Corporation.   From  1972-76  he was  a  Senior  Corporate
       Finance  Executive  at  Keyser  Ullmann,  the   investment
       banking  house  now  part  of  Charterhouse  Bank,  having
       previously  worked  for Price  Waterhouse,  London  as  an
       auditor.   He  holds a  Bachelor of  Science in  Economics
       from University College  London, qualified as a  Chartered
       Accountant  in  1970,  and  has  been  a  Fellow  of   the
       Institute of  Chartered Accountants in  England and  Wales
       since 1979.

       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,  1998.     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.

       Duncan  James  and Jeffrey  Graham,  directors  have  been
       granted 10,000 ten year options each to acquire shares  at
       an exercise price of $3 per share.
       <PAGE>
       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  18,
       1998, 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 (3  persons).   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

       Jason Conway                       1,961,600          38.15%
       Elthorne Gate, 64 High Street
       Pinner, Middlesex HA5 5QA,England

       Duncan James                         10,000 (1)         0.0%
       34 Charteris Road, Finsbury Park,
       Islington, London N4 3AB, England

       Jeffrey Graham                        10,000 (2)        0.0%
       69 Cat Hill
       Barnet, Herts, EN4 8HP, England

          All Officers and Directors as    1,981,600 (1)(2)  38.15%
                 a group (3 persons) (1)(2)

       Abuja Consultancy, Ltd.             600,000           11.67%
       Oceanic House
       P.O. Box 107
       Duke Street
       Grand Turk
       Turks & Caicos Islands

       Mick Y. Wettreich                  1,542,000 (3)         30%
       34 Monarch Ct.
       Lyttleton Road
       London England  N2ORA

       Daniel  Wettreich                  825,000 (4)        16.05%
       6959 Arapaho, Suite 122
       Dallas, Texas  75248

       </TABLE>

       (1)  Includes 10,000  options  granted  to  Duncan  James,
            which options are not exercised.

       (2) Includes  10,000 options  granted to  Jeffrey  Graham,
           which options are not exercised.

       (3) Includes 600,000  shares owned  by Abuja  Consultancy,
          Ltd. which is affiliated with Mick Y. Wettreich.

       (4) 700,000 of  these shares  are owned  by Texas  Country
          Gold Development, Inc.  and 125,000  by Forme  Capital,
          Inc., both  of  which  companies  Mr.  Wettreich  is  a
          director.  Mr. Wettreich has disclaimed any  beneficial
          interest in these shares.

       Item 12.  Certain Relationships and Related Transactions

       During  the  year  ending  30th  April,  1995  a   Company
       associated with  Mr. Wettreich the  previous President  of
       the  Company,  advanced $300  to  the  Company,  and  such
       amount was written off during the period ending March  31,
       1998.

       On  May 15,  1997, the  former 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.
       <PAGE>
       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.
       <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,
       1998:

         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 May 12, 1998 reporting Item 4.
         Report dated June 29, 1998 reporting Item 5
       <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/ Jason Conway
           Jason Conway,   Chairman, Chief Executive Officer,
       and President

       Date: June 30, 1999

       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/ Jason Conway
             Jason Conway, Director; Chairman and
            Chief Executive Officer, and President,
             (principal executive officer); Treasurer
             (principal financial and accounting
             officer)


       Date: June 30, 1999

       By:  /s/ Duncan James
             Duncan James, Director


       Date: June 30, 1999


       By:  /s/ Jeffrey Graham
            Jeffrey Graham, Director