28





             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 1998

     [ ] 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, 1998  were
$4,434.  The aggregate market value of the common shares held  by
non-affiliates was $6,672,712 as of May 20, 1998.

The  number of shares outstanding of the Registrants common stock
no par value was 5,140,100 at May 19, 1998.
                      
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 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  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
<PAGE>
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
<PAGE>
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, 1996       .000156                  .25
  July 31, 1996        .000156                  .25
  October 31, 1996     .000156                  .25
  January 31, 1997     .000156                  .25
  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
</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 18th May, 1998 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

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
<PAGE>
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.

During  the  year  ended  April  30,  1997,  Registrant  had   no
operations resulting in a net loss of $-0-.

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. 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's needs for liquidity principally relate to legal
fees and its obligations for its SEC reporting requirements,  the
minimal requirements for record keeping and for marketing efforts
for  VideoTalk.  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.
<PAGE>

Item 7.    Financial Statement and Supplementary Data

Independent Auditor's Report

Financial Statements for March 31, 1998 and April 30, 1997

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 sheets of Wincroft, Inc.,
as  of  March 31, 1998, and the related statements of operations,
stockholders'  equity (deficit), and cash flows  for  the  eleven
months  ended March 31, 1998 and the year ended April  30,  1997.
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, 1998, and the results
of  its operations and its cash flows for the eleven months ended
March  31,  1998 and the year ended April 30, 1997 in  conformity
with generally accepted accounting principles.



Larry O'Donnell, CPA, P.C.
May 21, 1998
<PAGE>
                         WINCROFT, INC.
                          BALANCE SHEET
<TABLE>
<S>                                                 <C>
                                              March 31, 1998

ASSETS

  Cash                                           $     16,584
  Non marketable securities                            43,000
  Investment in VideoTalk                           7,002,056

TOTAL ASSETS                                     $  7,061,640


LIABILITIES AND STOCKHOLDERS' EQUITY

Loan Note                                        $  2,000,000

   TOTAL LIABILITIES                             $  2,000,000

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, 1998                       10,280
Preferred stock, 25,000,000
   Shares authorized $.01
   par value; 5,000 issued and
   outstanding on March 31, 1998                           50
Additional Paid in Capital                          5,888,243
Retained Earnings (Deficit)                          (835,800)
Treasury  Stock (7,496,223 shares at cost)             (1,133)

   TOTAL STOCKHOLDERS' EQUITY                       5,061,640

   TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                       $   7,061,640
</TABLE>

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

<TABLE>
<S>                                <C>                      <C>
                              Eleven (11) Months  For the year ended
                              ended
                              March 31, 1998      April 30, 1997

Revenue
Revenue                          $    -0-          $   -0-
Accounts and Advances Write-off     4,434              -0-
    Total Revenue                   4,434              -0-

Expenses
General and Administrative             299             ---
    Total Expenses                    (299)            ---

Profit from sale  of Securities     45,997             ---

Income (Loss) Before Provision
    for Income Taxes             $  50,132         $   ---
Provision for Income Taxes              -0-            -0-

Net Income (Loss) From
    Operations                      50,132             ---
Basic Income (Loss) Per Share          ----            ---
    Weighted Average Number of
     Shares Outstanding          7,576,522       37,507,629
</TABLE>

                                        
<PAGE>
                                        
                                 WINCROFT, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the 11 month period ending March 31, 1998 and the years ended April 30, 1997
<TABLE>
<S>                      <C>           <C>        <C>          <C>
                         Preferred              Common 
                           Stock                Stock
                           Shares    Amount     Shares      Amount
                                                                    
Balance April 30, 1996            0        0    74,940,317   $ 9,481
                                                                    
Net Profit for Year                                                 
Ended April 30, 1997              0        0             0         0
                                                                    
Balance April 30, 1997            0        0       749,400     1,499
Acquisition of Meteor                                               
Technology Shares                 0        0     6,787,998  $ 13,576
Retirement of Shares                                                
for nil consideration             0        0   (7,495,539)         0
                                                                    
Rounding                                                    ($6,851)
Adjustment for 100-1                                                
forward stock split               0        0     4,112,100     8,224
                                                                    
Acquisition of                5,000      $50     1,028,000    $2,056
VideoTalk
                                                                    
Net Profits for 11                                                  
months ended March 31,            0        0             0         0
1998
                                                                    
Balance March 31, 1998        5,000      $50     5,140,100    10,280
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                 WINCROFT, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the 11 month period ending March 31, 1998 and the years ended April 30, 1997
<TABLE>
<S>                      <C>         <C>             <C>       <C>
                         Additional     Retained      Treasury      Total
                           Paid-In      Earnings       Stock    Stockholders'   
                            Capital     Deficit        Amount      Equity
                                                                       
Balance April 30, 1996      $873,216    $ (885,932)   $ (1,133)    $ (4,368)
                                                                            
Net Profit for Year                                                         
Ended April 30, 1997               0              0           0            0
                                                                            
Balance April 30, 1997       881,198      (885,932)   $ (1,133)    $ (4,368)
Acquisition of Meteor                                                       
Technology Shares                  0              0           0    $  13,576
                                                               
Retirement of Shares                                                        
for nil consideration              0              0           0            0
                                                                            
Rounding                       7,095                                     244
Adjustment for 100-1                                                        
forward stock split                0              0           0            0
                                                                            
Acquisition of            $4,999,950              0           0   $5,002,056
VideoTalk
                                                                            
Net Profits for 11                                                          
months ended March 31,             0        $50,132           0      $50,132
1998
                                                                            
Balance March 31, 1998     5,888,243      (835,800)   $ (1,133)   $5,061,640
</TABLE>                                                                    

                                 
<PAGE>
                          WINCROFT, INC.
                     STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                        <C>            <C>
                                  Eleven (11) Months For the year ended
                                  ended
                                  March 31, 1998     April 30,1997

CASH FLOWS FROM OPERATING
    ACTIVITIES
  Income (Loss) from Operations      $    50,132     $    -0-

Adjustments to reconcile net income
  to net cash received from
  operation activities:
           Accounts write off             (4,190)         -0-
           Profit from sale of securities (45,997)

NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES                     (55)    $    -0-

NET CASH PROVIDED (USED) BY
    INVESTING ACTIVITIES                      -0-
      Proceeds from sale of securities     16,573         ---

CASH FLOWS FROM FINANCING
    RESOURCES                            ---              ---

NET CASH PROVIDED (USED) BY
    FINANCING ACTIVITIES                 ---         $    ---

INCREASE (DECREASE) IN CASH           16,518              ---

BEGINNING CASH BALANCE                    66               66

ENDING CASH BALANCE                   16,584              66
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        5,002,056
   Promissory note                   2,000,000

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.
     
             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,
     <PAGE>
             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   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
     
             From  inception  through March  31,  1998,  the
             Company has incurred approximately $881,797  in
             net operating losses.  Although realization  of
             the  tax benefits of these net operating losses
             is  not assured, recognition has been given  to
             the  current tax benefits; no taxes  have  been
             accrued.   The  expiration dates  for  the  net
             operating loss carry
     <PAGE>
             forwards  are from 1998 through 2004.   Use  of
             these  net  operating loss  carry  forwards  is
             dependent on future taxable income.
     
             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
     
             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.
             
             <PAGE>
             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  and  $9,573,  respectively.
             Such  amounts  were written off in  the  period
             ended March 31, 1998.
             
             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.
     
     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:
     
     Name            Age   Position     Period Served  Term
     Expires
     
     Jason Conway    30    President,   May 1998       Next
                           Treasurer                   Annual
                           Director                    Meeting
     
     Duncan James    38    Director     May 1998       Next
                                                       Annual
                                                       Meeting
     <PAGE>
     
     Jeffrey Graham  51    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  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.
     
     <PAGE>
     Item 10.  Executive Compensation
     
     The following table lists all cash compensation paid to
     Registrant's executive officers as a group for services
     rendered  in  all capacities during the  fiscal  period
     ended  March 31, 1998.  No individual officer  received
     compensation   exceeding  $100,000;  no  bonuses   were
     granted  to  any  officer,  nor  was  any  compensation
     deferred.
     
                         CASH COMPENSATION TABLE
     <TABLE>
     <S>                       <C>         <C>
     
     Name of Individual     Capacities in  Cash
     or Number in Group     Which Served  Compensation
          --                   --           NONE
     </TABLE>
     
     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.
     
     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.
     <PAGE>
     <TABLE>
     <S>                             <C>                 <C>
     Name and Address of        Amount and Nature of     Percent
     Beneficial Owner           Beneficial Ownership    of Class
     
     Jason Conway                        2,000,000         38.9%
     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    2,020,000 (1)(2)   38.9%
               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                  1,500,000 (3)     29.18%
     34 Monarch Ct.
     Lyttleton Road
     London England  N2ORA
     
     Third Planet Publishing, Inc.      1,028,000         19.99%
     2415 Midway Road
     Suite 121
     Carrollton, Texas  75006
     
     (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.
     
     <PAGE>
     Item 12. Certain Relationships and Related Transactions
     
     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.
             
     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.
     <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:   NONE
     
      Reports on Form 8-K
      Report dated May 15, 1997 reporting Item 2 and 7 and amendments.
      Report dated May  20, 1997 reporting Item 2 and 7 and amendments.
      Report dated May 12, 1998 reporting Item 4.
     <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:     May 26, 1998
     
     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:  May 26, 1998

     By:  /s/ Duncan James
          Duncan James, Director
     
     Date:     May 26, 1998
     
     
     By:  /s/ Jeffrey Graham
          Jeffrey Graham, Director
     
     
     


</TABLE>