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

                                     FORM 10-KSB/A

                                    Amendment No. 3

               (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  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 <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
          Current assets
            Cash                                        $ 16,584
              Inventory                                   29,425
              Non marketable securities                   43,000
          Total current assets                            89,009

          Property and equipment
          Leasehold improvements                          26,370
          Computer equipment                              113,510
          Other
                                                          202,059

          TOTAL ASSETS                                  $  291,068

          LIABILITIES AND STOCKHOLDERS' EQUITY

             TOTAL LIABILITIES

          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                   1,181,678
          Retained Earnings (Deficit)                   (889,807)
          Treasury  Stock (7,496,223 shares at cost)      (1,133)

             TOTAL STOCKHOLDERS' EQUITY                  291,068

             TOTAL LIABILITIES AND
               STOCKHOLDERS' EQUITY                  $   291,068

          </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 ended  For the year ended
                                   March 31, 1998         April 30, 1997


          Revenue                          $      -0-        $   -0-

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

          Provision for loss on investment   (13,576)            ---

          Income (Loss) Before Provision
              for Income Taxes             $ (13,875)        $   ---

          Provision for Income Taxes              -0-            -0-


          Net Income (Loss) From
              Operations                     (13,875)            ---

          Basic Income (Loss) Per Share    $  (0.002)            ---

              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

     Adjustment for 1-100
     reverse stock split                         (74,190,917) (7,982)

     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

     Write off of accounts
     and advances of
     affiliates

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

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

     Profit on sale of
     securities acquired from
     related parties

     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.

                                   WINCROFT, INC.
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONINTUED)
          For the 11 month period ending March 31, 1998 and the years ended
                                   April 30, 1997

                         Additional     Retained      Treasury      Total

                           Paid-In      Earnings       Stock    Stockholders'
                           Capital       Deficit       Amount       Equity

     Balance April 30,      $873,216    $ (885,932)   $ (1,133)      $ (4,368)
     1996

     Adjustment for 1-
     100 reverse stock         7,982
     split

     Net Profit for
     Year Ended April              0              0           0              0
     30, 1997

     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

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

     Adjustment for
     100-1 forward           (8,140)              0           0              0
     stock split

     Acquisition of          229,378              0           0       $231,484
     VideoTalk

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

     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
          </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      $   (299)       $    -0-

          Adjustments to reconcile net income
            to net cash received from
            operation activities:
                     Decrease in accounts payable  244

          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      231,484

          Acquisition of nonmarketable
             securities exchanged for investment               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  business
                       purpose  at the time  of the 1  for 100 reverse
                       split  was to have additional  shares to permit
                       the  Company to structure  acquisitions and the
                       100  for  1  forward  split was  to  facilitate
                       exchange listing.

                       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
               <PAGE>
                       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   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
                       <PAGE>  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 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.    Forsam   and
                       Registrant agreed to this transaction in  order
                       for  Registrant  to  have  a  corporate   share
                       structure  more  likely  to  comply  with   the
                       numerous  requirements  to  list  companies  on
                       exchanges.   Listing  requirements  are   often
                       modified  and there  can  be no  guarantee  the
                       changed   shares  structure   would  meet   any
                       exchange  requirements  and that  even  if  the
                       Company  qualifies that  it will  be listed  on
                       any  exchange.  The  contribution of shares  by
                       Forsam,  the exchange  of shares  of  VideoTalk
                       product  and the  100 for  1 stock  split  were
                       done  in  order to  simultaneously  revise  the
                       ownership  interests held  by the  parties  and
                       hopefully  achieve  a  capital  structure  that
                       would qualify for listing on an exchange.   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  <PAGE>
                       stated  value  of the  subscribed  shares.  The
                       Company's holding  in Meteor was sold on  March
                       23rd, 1998 for $59,573.  A gain of $59,573  was
                       recognized  as  a  contribution  to  Additional
                       Paid  in   Capital.    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.    However,  a  provision  for  the
                       entire amount of the investment was  recognized
                       in the statement of operations. Mr. Conway  was
                       a director of Meteor.

                       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   carrying
                       value  of tangible  assets of  $231,484.   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.
          <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:
               <TABLE>
               <S>             <C>    <C>         <C>            <C>
               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

               Jeffrey Graham  51     Director       May 1998    Next
                                                                 Annual
                                                                 Meeting
               </TABLE>
               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.
               <PAGE>

               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.

               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

               <PAGE>
               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.

               <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)
               <PAGE>
               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
               </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.

               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,
               <PAGE> 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