26





             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 Eleven Months ended March 31, 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
$0.  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. Full duplex video conferencing is the
ability to have a video conference where both parties can
simultaneously make comments and hear the other person( people)
on the video conference.  Local and wide area networks are a
combination of computers connected by data lines  either within a
small area such as an office (local) or across the Internet
(wide). 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.   PCI Plug and Play card is a computer accessory
which when plugged into the motherboard of the computer is
recognized and installed for use by the computer itself.
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.
    


   
Though, the Company's new management intends to enter into
discussions with PC manufacturers regarding the licensing of
VideoTalk for inclusion with forthcoming platforms, (Platforms
are the type of system which runs a computer such as a Macintosh
or PC)  and will market the product to governmental entities,
larger and medium size corporations, and value-added resellers,
it has no sales or licensing revenues from VideoTalk at this
time.  Management has begun sending inquiries to potential
purchasers or licensors but to date does not have any agreements.
Management is unable to determine the level of future revenues ,
if any, from these activities.
    

   
The  Company  was organized in Colorado in May 1980  as   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, in 1988, 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., a company which provided databases
listing replacement values of lost consumer goods to insurance
companies,   Phoenix Network, Inc., a reseller of long distance
telephone services,  WorthCorp, Inc.,  a company seeking to
install monitors on the back of airline seats,   Forme Capital,
Inc., a financial services company, and Whitehorse Oil and Gas
Corporation, Inc., an oil and gas company.    Following these
distributions the Company had no investments in these companies.
From 1988 to 1997 the Company had no business activities and
looked for acquisition or merger candidates. The Registrants name
was changed to Alexander Mark Investments (USA), Inc., in
December 1996 and it became a holding company in May 1997 when it
acquired a controlling interest in a U.K. public company, Meteor
Technology, plc. ("Meteor") of which Mr. Daniel Wettreich, the
then President of the Company, was an officer and director.  The
Company had no other operations and its sole asset was its
shareholding in Meteor.   Meteor  operations consisted of  leased
pay telephones in the United Kingdom and licensing of Digiphone
an Internet telephony software product.  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., ("Forsam") a private investment company of which Mr.
Wettreich is also an officer and director. On 23rd March, 1998,
the Company disposed of its sole asset being its shareholding in
Meteor Technology, plc for $59,573 for a profit of $45,997.  This
disposal established the Company as in inactive Company with no
business activity.  On 31st March 1998, Forsam surrendered
7,495,539 common shares to the Company for the treasury for no
compensation, and entered into a conditional contract to sell all
its remaining shares in Registrant to Mr. Jason Conway for an
undisclosed sum.  Also on 31st March 1998, the Company entered
into an agreement with Third Planet Publishing, Inc., a wholly
owned subsidiary of Camelot Corporation to purchase at Third
Planet's historical cost all rights, title and interest to
VideoTalk for $7,002,056 payable by the issuance of common and
preferred shares in the Registrant and a Promissory Note in the
amount of $2,000,000.  The VideoTalk purchase was conditional
upon shareholder approval of the transaction, change of the
Company name to Wincroft, Inc. to reflect a change in the
company's activities, 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 approval of  the increase of the number of outstanding shares
was a requirement of the transaction whereby Mr. Conway acquired
control of the Company.  The Company hopes to one day list on an
exchange and the 100 for 1 forward stock split was intended to
result in a capital structure to enable it to list on an
exchange.  There are numerous other listing requirements that the
Company may or may not be able to satisfy in order to list the
Company stock on an exchange.  See also Item 4. Submission of
Matters to a Vote of Security Holders; Item 6. Management's
Discussion and Analysis of Financial Condition and Results of
Operations; Item 11. Security Ownership of Certain Beneficial
Owners and Management; and Item 12. Certain Relationships and
Related Transactions.
    

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 average trading  volume  over  the
last  three fiscal year was less than 100 shares a day with  many
days  having  no  trades.      The range  of  low  and  high  bid
quotations  (adjusted for 100 for 1 forward split  on  18th  May,
1998)  for  each  calendar  quarter period  of  the  Registrant's
previous  two fiscal years, as supplied by the "pink  sheets"  of
the  National  Quotation Bureau or the OTC Bulletin Board  quotes
available  on  the  Internet  are shown  below.   The  quotations
reflect  interdealer prices, without retail markup,  markdown  or
commission  and  do not necessarily reflect actual  transactions.
The  Company's  previous fiscal year end was 30th April  and  was
changed to 31st March in 1998.

<PAGE>

<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 of which  Mr. Daniel  Wettreich
is  the  President, for $43,000 of 8% Preferred Shares in  Forsam
Venture Funding, Inc.  The balance of the Meteor shares were sold
to Abuja Consultancy, Ltd. for $16,817 cash.  The profit from the
sale of these securities was $45,997.  Other than the acquisition
and  subsequent disposal of the shares in Meteor the Company  had
no  operations  in  the period ended March  31,  1998.        The
Company  during  the last quarter entered into discussions  which
culminated  in an agreement to change control of the company  and
the Company acquiring a new asset.      The shareholders approved
these  transactions at a shareholders meeting held May 18,  1998.
   See  Item  4.  Submission of Matters to  a  Vote  of  Security
Holders and Item 1. Business.    

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.      There  can  be  no
assurance  that the Company will be able to borrow from directors
or   affiliated  companies  to  meet  any  future  shortfall   in
funds.         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>

   
Year 2000 Readiness Disclosure

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches.  The issue is whether computer systems will  properly
recognize  date-sensitive information when the  year  changes  to
2000.  Management is currently assessing the year 2000 compliance
issue.   The  Company will expend necessary resources  to  assure
that  its  computer  systems are reprogrammed  in  time  to  deal
effectively  with transactions in the year 2000 and  beyond.  The
Company  presently believes that, with modifications to  existing
software  and  conversions to new software, the Year  2000  issue
will  not pose significant operational problems for the Company's
computer  systems  as so modified, converted  or  replaced.   The
Company  also  believes that the cost of conversion, modification
or  replacement will not have a material adverse  effect  on  the
Company's financial condition or results of operations.  However,
if such modifications and conversions are not completed timely or
third  parties on which the Company relies are unable to  address
this  issue  in a timely manner, the Year 2000 issue may  have  a
material impact on the operations of the Company.

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

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>


<PAGE>

                       WINCROFT, INC.
                        BALANCE SHEET

<TABLE>
<S>                                                 <C>

                                              March 31, 1998
ASSETS

Current Assets
  Cash                                           $16,584
  Non marketable securities                       43,000
   Inventory                                      29,425
    Total                                        $89,009

Property and equipment
   Leasehold improvements                         47,012
   Computer equipment                            181,968
   Other                                          99,042
       Less accumulated depreciation            (125,963)
    Total                                       $202,059

Software, patents and intellectual property    6,770,572

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                    5,938,674
Retained Earnings (Deficit)                    (886,231)

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

Revenue
Revenue                          $    -0-          $   -0-

    Total Revenue                     -0-              -0-

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



Income (Loss) Before Provision
    for Income Taxes             $    (299)        $   ---
Provision for Income Taxes              -0-            -0-

Net Income (Loss) From
    Operations                        (299)            ---
Basic Income (Loss) Per Share          ----            ---
    Weighted Average Number of
     Shares Outstanding          7,576,522       74,940,000
</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
                                                                                  
Adjustment for 1-100 reverse                          (74,190,917)    (7,982)
stock split
                                                                                  
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
                                                                                  
Rounding                                                             ($6,851)
Adjustment for 100-1 forward                                                      
stock split                             0         0     4,070,241                 
                                                                                  
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, 1998                    0         0             0           0
                                                                                  
Balance March 31, 1998              5,000       $50     5,140,100      10,280
</TABLE>

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

<PAGE>

                       WINCROFT, INC.
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (continued)
 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
                                                                                       
Adjustment for 1-100 reverse           7,982                               0
stock split
                                                                                       
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
                                                                                       
Write off of accounts and              4,434                           4,434
advances of affiliates
                                                                                       
Rounding                               7,095                             244
Adjustment for 100-1 forward                                                           
stock split                                0           0          0        0
                                                                                       
Acquisition of VideoTalk          $4,999,950           0          0 $5,002,056
                                                                                       
Profit on sale of securities          45,997                            45,997
acquired from related parties
                                                                                       
Net Profits for 11 months ended                                                        
March 31, 1998                             0      ($299)          0    ($299)
                                                                                       
Balance March 31, 1998              5,988674   (886,231)  $ (1,133) $5,061,640
</TABLE>                                                            


<PAGE>
                       WINCROFT, INC.
                  STATEMENTS OF CASH FLOWS
<TABLE>
<S>                               <C>                <C>

                     Eleven (11) Months ended     For the
year 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        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  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,  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.
     
     <PAGE>
     
             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.
        
     
             Non marketable Securities
     
             Non  marketable securities are carried  at
             cost.   A decline in estimated value below
             cost  that  is not deemed to be  temporary
             will  be charged to operations with a cost
             established.
     
             Development Stage Company
     
             The Company has not commenced planned pr
     inciple operations and is a development
              stage company.  Since the Company
     acquired                  VideoTalk on March 31,
     1998, there were no operations or deficit
     accumulated during the development stage.
         
     
     
     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 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.
     
     <PAGE>
     
     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.  In
             order  to reduce the amount of outstanding
             shares  , 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
             net  book  value of the subscribed shares.
             Mr.  Conway was a director of Meteor.  The
             Company's  holding in Meteor was  sold  on
             March 23rd, 1998 for $59,573 resulting  in
             a  gain of $45,997.  Because the Company's
             holding  in  Meteor  was  temporary,   the
             results  of Meteor's operations  were  not
             recognized  or disclosed in the  Company's
             financial statements.
    
             On   March   31,   1998,  Forsam   Venture
             Funding,  Inc. entered into a  conditional
             contract   to  sell  all  its  Shares   in
             Registrant  to  Mr. Jason  Conway  for  an
             undisclosed sum.  On 18th May,  1998  with
             the     shareholders     approval,     the
             conditional  contract closed,  Mr.  Daniel
             Wettreich  resigned  as  a  director   and
             officer  of  Registrant  as  did  all  the
             other  directors  and  officers,  and  Mr.
             Conway  was  appointed  a  director,   and
             Chief Executive Officer of Registrant.
             
             On  March  31,  1998,  Registrant  entered
             into  a  conditional agreement with  Third
             Planet  Publishing, Inc., a  wholly  owned
             subsidiary   of  Camelot  Corporation   to
             acquire  the VideoTalk product  for  Third
             Planet   Publishing,   Inc.'s   cost    of
             $7,002,056 payable by way of the  issuance
             of  common  stock, preferred stock  and  a
             Promissory    Note.    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>

NOTE E:       Non Marketable Securities

             On March 23, 1998, the Company acquired 8%
             preferred shares of Forsam Venture Funding,
             Inc. for 2,940,000 shares of Meteor.
             
             As discussed in Note D, Daniel Wettreich is an
             officer and director of Forsam.
             
    
     
     Item 8. Disagreements on Accounting and Financial
     Disclosures
     
             A  Form  8-k dated May 12, 1998 was  filed
             to  report a change in accountants.  There
             has   not  been  a  filing  to  report   a
             disagreement  on any matter of  accounting
             principle     or    financial    statement
             disclosure, within 24 months of  the  date
             of the most recent statements.
             
             
                          PART III
     
     Item 9. Directors and Executive Officers of the
     Registrant
     
     The following persons serve as Directors and/or
     Officers of the Registrant:
     
     Name            Age       Position    Period Served
     Term Expires
     
     Jason Conway    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
     
     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
     
        
     Jason Conway    CEO       None
         
     
     Directors of the Registrant receive no salary for
     their services as such, but are reimbursed for
     reasonable expenses incurred in attending meetings
     of the Board of Directors.
     
     Registrant   has   no   compensatory   plans    or
     arrangements  whereby any executive officer  would
     receive  payments from the Registrant or  a  third
     party   upon   his  resignation,   retirement   or
     termination  of employment, or from  a  change  in
     control of Registrant or a change in the officer's
     responsibilities following a change in control.
     
     Duncan  James  and Jeffrey Graham, directors  have
     been  granted  10,000  ten year  options  each  to
     acquire  shares  at an exercise price  of  $3  per
     share.
     
     <PAGE>
     
     Item 11.  Security Ownership of Certain
     Beneficial  Owners and  Management
     
     The  following  table shows the amount  of  common
     stock,  no par value, ($.002 stated value),  owned
     as  of  May 18, 1998, by each person known to  own
     beneficially more than five percent  (5%)  of  the
     outstanding  common  stock of the  Registrant,  by
     each  director, and by all officers and  directors
     as  a group (3 persons).  Each individual has sole
     voting  power  and  sole  investment  power   with
     respect to the shares beneficially owned.
     <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(3)       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(4)             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.
     
         
     
     (4)  Daniel Wettreich is a director of Third Planet
       Publishing Inc. Mick Y. Wettreich and Daniel Wettreich are
       brothers.
         
     
     
     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.
     
     <PAGE>
     
        
     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.   As  a condition of  the  closing  Mr.
     Wettreich was required to resign and was therefore  not
     an affiliate.
         
     
        
     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 note bears interest at 10% and  is
     due   March   31,  2003.   This  transaction   required
     shareholder approval and the consummation of the change
     of  control  of  the Company to Mr. Conway,  which  was
     forthcoming  18th  May, 1998 .   At  the  time  of  the
     closing  of  the Video Talk purchase Mr. Wettreich  was
     not an affiliate of the Company.
         
             
     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 i
     mmediately 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