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

                                    FORM 10-KSB/A

                                   AMENDMENT NO. 2
               (Mark One)

               [x] Annual report under Section 13 or 15 (d) of the
          Securities Exchange Act of 1934 (Fee required)
               For the fiscal year ended March 31, 1999

               [ ] Transition report under Section 13 or 15 (d) of the
          Securities Exchange Act of 1934 (No fee required)

               For the transition period from                      to

               Commission file number          0-12122

                                     WINCROFT, INC.
                    (Name of Small Business Issuer in Its Charter)

                              ALEXANDER MARK INVESTMENTS (USA), INC.
                                  (Previous Name )

               Colorado                                84-0601802
               (State or Other Jurisdiction of    (I.R.S. Employer
                Incorporation or Organization)     Identification No.)

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

                         (011441) 81 429 7319
          (Issuer's Telephone Number, Including Area Code)

          Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of Each Exchange
               Title of Each Class                      on Which Registered

                         None                                         None


          Securities registered under Section 12(g) of the Exchange Act:

          Common Stock, No Par Value

                                  (Title of Class)

          Check whether the issuer:  (1) filed all  reports required to  be
          filed by Section 13 or 15(d) of the Exchange Act during the  past
          12 months (or  for such shorter  period that  the registrant  was
          required to file such reports), and (2) has been subject to  such
          filing requirements for past 90 days.
          [x] Yes    [ ] No

          Check if there is no disclosure of delinquent filers in  response
          to Item 405 of Regulation S-B is not contained in this form,  and
          no disclosure  will be  contained, to  the best  of  registrant's
          knowledge,  in  a  definitive  proxy  or  information  statements
          incorporated by reference in Part III of this Form 10-KSB or  any
          amendment to this Form 10-KSB.  [x]

          Issuer's revenues for  the fiscal year ended March 31, 1999  were
          $10,224. The aggregate market value of the common shares held  by
          non-affiliates was $4,314,275 as of June 8, 1999.
          <PAGE>
          The number of shares outstanding of the Registrants common  stock
          no par value was 5,140,100.

          Documents Incorporated by reference:  NONE

                                       PART 1
          Item 1.Business

          Wincroft, Inc. (_Registrant_ or _the Company_) 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
          <PAGE> 2
          Corporation transferred 51% of  the outstanding shares  in the
          Company to Forsam Venture Funding, Inc.,  a company affiliated
          with Mr. Wettreich.  On 23rd March, 1998, the Company disposed
          of its sole asset being its shareholding in Meteor Technology,
          plc for $59,573.  On 31st March 1998, the Company entered into
          an agreement  with  Third Planet  Publishing,  Inc., a  wholly
          owned subsidiary of Camelot  Corporation to purchase  at Third
          Planet's historical  cost all  rights, title  and interest  to
          VideoTalk for $7,002,056 payable by the issuance of common and
          preferred shares in  the Registrant and  a Promissory  Note in
          the amount of  $2,000,000.   The assets  were valued  at Third
          Planet Publishing's recorded value of $231,484.   The purchase
          was conditional upon  shareholder approval of  the transaction
          and the completion of  the acquisition of the  majority of the
          outstanding stock  of  the  Registrant  by Mr.  Jason  Conway.
          These transactions were  approved by  shareholders on  May 18,
          1998 as well  as the  approval of  a 100  for 1  forward stock
          split to increase the number of shares outstanding and various
          amendments to  the  Articles  of Incorporation  amongst  other
          things.

          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.
          <PAGE> 3

                                     PART II

          Item 5.        Market for Registrant's Common  Equity  and
          Related  Stockholder Matters

          Registrant's Common  Stock, no  par value  is traded  over the
          counter (OTC BB:WINN)  and the market  for the stock  has been
          relatively inactive.  The range of low and high bid quotations
          (adjusted for 100 for 1  forward split on 18th  May, 1998) for
          each calendar quarter period of the  Registrant's previous two
          fiscal years, as supplied by the "pink sheets" of the National
          Quotation Bureau or the OTC Bulletin Board quotes available on
          the  Internet  are  shown  below.     The  quotations  reflect
          interdealer  prices,  without   retail  markup,   markdown  or
          commission and do not necessarily reflect actual transactions.
          The Company's fiscal year  end was 30th April  and was changed
          to 31st March in 1998.
          <TABLE>
          <S>                      <C>                      <C>
                                        Bid               Ask
             Quarter Ending

             April 30, 1997      .000156                  .25
             July 31, 1997       .000156                  .25
             October 31, 1997    .000156                  .25
             January 31, 1998    .000156                  .03
             March 31, 1998      .000156                  .03
             June 30, 1998          3.00                 3.00
             September 30, 1998     3.25                 3.25
             December 31, 1998      2.50                 3.00
             March 30, 1999        1.125                1.125
          </TABLE>

          The Registrant has no outstanding options  or warrants for the
          purchase of  its Common  Stock or  any outstanding  securities
          that are  convertible  into  Common  Stock, except  for  those
          options described in Item 11.

          As of June 8,  1999 there were approximately  370 shareholders
          of record of Registrant's Common Stock.

          Registrant has not paid cash dividends on its Common Stock and
          does not anticipate paying  cash dividends in  the foreseeable
          future.

          Item 6.Management's  Discussion  and   Analysis  of  Financial
          Condition and Result of Operations

          During the  year  ended  March 31,  1999  the  Company had  no
          activities other than the  development of a marketing  plan by
          management.  Losses of $222,607 were due primarily to employee
          costs and rental expense  ($299 for the previous  period).  On
          June 29, 1998, Registrant agreed with  Camelot Corporation  at
          the    request  of  Registrant,  to  satisfy  the  outstanding
          Promissory Note payable to Camelot by Registrant in the amount
          of $2,000,000 by   way   of   the   issuance of  $2,000,000 of
          Wincroft   Non-voting Preferred Stock, Series B.  These
          <PAGE> 4
          Preferred Shares pay a dividend of  10%   when and as declared
          by the board of  directors and   will pay an  additional yield
          equivalent to 10%  of any revenues  derived by   Registrant on
          sales of VideoTalk [tm].   The Preferred  Shares also call for
          redemption by  Registrant in  the event  VideoTalk   is  sold.
          Registrant requested this  action in order  to assist in   its
          fund raising   capabilities. Registrant is  seeking funds   to
          pay     for  working   capital  and   marketing  expenditures.
          Subsequent to March 31,  1999, as its investment  in VideoTalk
          is represented  by goodwill,  Registrant has  written off  its
          VideoTalk  investment   in  its   financial  statements,   but
          continues to seek opportunities to utilize the product.

          During the period under review the  Company acquired a dormant
          company, Wincroft, (UK), Ltd.,  for a nominal amount  which is
          intended to be  its active subsidiary  in the  United Kingdom.
          The Company has changed its  fiscal year end from  April 30 to
          March 31 and therefore the figures from last year are actually
          for the eleven  months.  The  historic numbers do  not reflect
          the future activities of the Company and are not indicative of
          the operating results for  the current financial period.   The
          revenues  for  the  period   were  minor,  and   consisted  of
          consulting fees  received.    The  profits  were  recorded  in
          Stockholders' Equity due  to the related  party nature  of the
          transaction.    Management  has  focused  on  researching  and
          creating a  marketing  plan  for  VideoTalk and  continued  to
          gather research as it refined its marketing plan.

          On 9th May, 1997, the Company acquired 4,072,798 (post-reverse
          split) shares in  Meteor Technology,  plc (_Meteor_)  from the
          Company's then President Mr. Daniel Wettreich  in exchange for
          6,787,998 restricted  common shares  in the  Company.   At the
          time of acquisition such Meteor shares  represented 57% of the
          then outstanding  shares in  Meteor,  which subsequently  were
          diluted  by   additional   share   issuances  by   Meteor   to
          approximately 41%  of  the  issued  share capital  of  Meteor.
          During the financial  year comprising  the eleven  (11) months
          ending March  31,  1998, the  Company's  investment in  Meteor
          represented its  sole asset,  and the  Company has  elected to
          treat such asset  as an investment  in its year  end financial
          statements.  On 23rd March, 1998, the  Company disposed of its
          shareholding in Meteor in two transactions.   The Company sold
          2,940,000 Meteor  shares to  Forsam Venture  Funding, Inc.,  a
          company  affiliated  with   its  then  President   Mr.  Daniel
          Wettreich for $43,000 of 8% Preferred Shares in Forsam Venture
          Funding, Inc.  The balance  of the Meteor shares  were sold to
          Abuja Consultancy, Ltd. for $16,817 cash.  The profit from the
          sale  of  these  securities  was  $45,997.    Other  than  the
          acquisition and subsequent  disposal of  the shares  in Meteor
          the Company had  no operations in  the period ended  March 31,
          1998.  The Company also made a profit for the period of $4,434
          from the write off of an affiliated advance.

          Liquidity and Capital Resources

          The Registrant has met its shortfall  of funds from operations
          during prior  periods  by borrowings  from  its Directors  and
          companies affiliated with its Directors.   There  can   be  no
          assurance  that the Company  will be able to  continue to fund
          operations by borrowing.   The Registrant  sold non-marketable
          securities for cash  in the amount  of $32,980 resulting  in a
          loss on non-marketable  securities in  the amount  of $10,020.
          Net cash  used by  operating activities  was $123,102  ($55 in
          1998).  Net cash provided by  investing activities was $27,677
          ($16,573 in 1998) and by financing activities was $68,656 (nil
          in 1998).  During the period ended March
          <PAGE> 5
          31, 1998, the Registrant issued shares  for the acquisition of
          Meteor shares which investment was subsequently sold resulting
          in an increase in cash of $16,817.

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

          The  Registrant's  present  needs  for  liquidity  principally
          relates  to   its  employees,   facilities  costs,   marketing
          expenses, its obligations  for SEC reporting  requirements and
          the minimal requirements for  record keeping.   The Registrant
          has limited liquid assets available for  its continuing needs.

          In  the  absence  of  any  additional  liquid  resources,  the
          Registrant will be faced with cash  flow problems.  Registrant
          will seek to raise funds by way of private placement of common
          or  preferred  shares  to  provide  working  capital  and  for
          marketing.   Management believes  that  license fees  received
          from VideoTalk will  generate revenues  and cash  flow towards
          the end of  the current financial  period.  Registrant  has no
          plans for  significant capital  expenditures  during the  next
          twelve months.    Management believes  that  cash provided  by
          financing activities  and  licensing  fees together  with  the
          present level of  cash resources  available to  the Registrant
          will be sufficient for its needs over  the next twelve months.
          There are no known trends demands,  commitments or events that
          would result in or that is reasonably likely  to result in the
          Company's equity increasing  or decreasing  in a  material way
          other than the potential  use of cash resources  in the normal
          course of business or additional fund raising.

          Year 2000 Readiness Disclosure

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

          The  Company  believes  that since the VideoTalk  software  is
          not date    dependent   there    should  be  no   Year    2000
          problems.   Any contracts to be entered  into for suppliers of
          distributors of the VideoTalk software, should an agreement be
          reached, would  require Year   2000  certifications to  ensure
          Year 2000 compliance by those entities.
          <PAGE> 6

          Item 7.    Financial Statement and Supplementary Data

          Independent Auditor's Report

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

          Balance Sheets

          Statement of Operations

          Statement of Changes in Stockholders Equity

          Statement of Cash Flows

          Notes to Financial Statements
          <PAGE> 7



                             LARRY O'DONNELL, CPA, P.C.
                 2280 South Xanadu Way, Suite 370, Aurora, CO  80014


          Board of Directors and Shareholders
          Wincroft, Inc.


          INDEPENDENT AUDITOR'S REPORT

          I have audited  the accompanying  balance sheet of  Wincroft,
          Inc., as of  March 31,  1999, and the  related statements  of
          operations, stockholders'  equity (deficit),  and cash  flows
          for the year ended March 31, 1999 and the eleven months ended
          March  31,  1998.     These  financial  statements  are   the
          responsibility   of   the    Company's   management.       My
          responsibility is to  express an  opinion on these  financial
          statements based on my audit.

          I conducted my  audit in  accordance with generally  accepted
          auditing standards.  Those standards require that I  plan and
          perform  the  audit  to  obtain  reasonable  assurance  about
          whether  the  financial  statements  are  free   of  material
          misstatement.  An  audit also includes  examining, on a  test
          basis, evidence supporting the amounts and disclosures in the
          financial statements.  An  audit also includes assessing  the
          accounting principles used and significant estimates  made by
          management, as  well  as  evaluating  the  overall  financial
          statement presentation.  I  believe that my audit  provides a
          reasonable basis for my opinion.

          In my opinion, the consolidated financial statements referred
          to above  present  fairly,  in  all  material  respects,  the
          financial position of Wincroft,  Inc., as of March  31, 1999,
          and the results of its operations and its cash flows  for the
          year ended March 31, 1999  and the eleven months  ended March
          31, 1998  in conformity  with generally  accepted  accounting
          principles.



          Larry O'Donnell, CPA, P.C.
          November 15, 1999
          <PAGE> 8

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

          TOTAL ASSETS                                    $172,380

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

          TOTAL LIABILITIES                                103,919

          Stockholders' Equity (Deficit):
           Common stock; 75,000,000
             Shares authorized
             No par value; ($0.002 stated value)
             5,140,100 issued and
             outstanding on March 31, 1999                     10,280
          Preferred stock, 25,000,000
             Shares authorized $.01
             par value; 7,000 issued and
             outstanding on March 31, 1999                         70
          Additional Paid in Capital                        1,168,082
          Retained earnings (deficit)
          (1,108,838)
          Treasury  Stock (7,496,223 shares at cost)            (1,133)

             TOTAL STOCKHOLDERS' EQUITY                        68,461

             TOTAL LIABILITIES AND
               STOCKHOLDERS' EQUITY                        $172,380
          </TABLE>
          The accompanying notes are an integral part of these financial
          statements.
          <PAGE> 9
                                   WINCROFT, INC.
                               STATEMENT OF OPERATIONS

          <TABLE>
          <S>                              <C>              <C>


                              For the year ended  Eleven (11) Months ended
                                   March 31, 1999      March 31, 1998

          Revenue                    $  10,223               $      -0-

          Expenses
          General and Administrative   222,810                      299

              Total Expenses           222,810                     (299)

          Loss from sale  of
             Securities                (10,020)

          Income (Loss) Before Provision
              for Income Taxes      $ (222,607)              $   (299)

          Provision for Income Taxes                                 -0-

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


          Basic Income (Loss)
              Per Share             $    (.04)      ---
              Weighted Average Number of
               Shares Outstanding    5,140,100              7,576,522
          </TABLE>
          The accompanying notes are an integral part of these financial
          statements.
          <PAGE> 13

                                   WINCROFT, INC.
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
          For the year ended March 31, 1999 and the 11 month period ending
                                   March 31, 1998
          <TABLE>
          <S>              <C>        <C>        <C>       <C>

                         Preferred              Common
                           Stock                 Stock
                           Shares    Amount     Shares      Amount


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

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

     Retirement of                0        0  (7,495,539)  (14,991)
     Shares for nil
     consideration


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

     Write off of
     accounts and
     advances from
     affiliates

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

     Profit on sale of
     securities
     acquired from
     related party

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

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

     Conversion of note
     payable to               2,000       20
     preferred stock

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

     Balance March 31,        7,000      $70    5,140,100   $10,280
     1999

          </TABLE>
          The accompanying notes are an integral part of these financial
          statements.
          <PAGE> 11

                                   WINCROFT, INC.
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
          For the year ended March 31, 1999 and the 11 month period ending
                                   March 31, 1998
          <TABLE>
          <S>             <C>            <C>        <C>        <C>

                         Additional    Retained     Treasury     Total
                          Paid-In      Earnings      Stock    Stockholders
                                                                   '
                          Capital       Deficit      Amount      Equity


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

     Acquisition of
     Meteor Technology     (13,576)              0         0            $0

     Shares
     Retirement of
     Shares for nil          14,991              0         0             0
     consideration


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

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

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

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

     Net Profits for 11
     months ended March           0          (299)         0        $(299)
     31, 1998

     Balance March 31,    1,168,102      (886,231)  $(1,133)      $291,068
     1998

     Conversion of note
     payable to                (20)
     preferred stock

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

     Balance March 31,   $1,168,082   $(1,108,838)  $(1,133)      $ 68,461
     1999
          </TABLE>
          The accompanying notes are an integral part of these financial
          statements.
          <PAGE> 12
                                   WINCROFT, INC.
                              STATEMENTS OF CASH FLOWS
          <TABLE>
          <S>                                        <C>       <C>
                                            For the year       Eleven (11)
                                            ended              Months ended
                                            March 31, 1999     March 31,1998


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

          Adjustments to reconcile net income to net cash received from
          operation activities:
                      Depreciation                     41,473
                      Loss from sale of securities     10,020
                      (Increase) Decrease in:
                      Prepaid expenses               (6,491)
                      Inventory                      29,425
                      Increase (Decrease) in:
                      Accounts payable               25,078            244
          NET CASH PROVIDED (USED) BY
          OPERATING ACTIVITIES                    (123,102)           (55)

          NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
             Purchase of equipment                    (5,303)
             Proceeds from sale of securities         32,980        16,573
          NET CASH PROVIDED (USED) BY
              FINANCING ACTIVITIES                     27,677       16,573

          CASH FLOWS FROM FINANCING  RESOURCES
             Cash overdraft                     10,185
             Proceeds from loans payable-related
                parties                               68,656

          NET CASH PROVIDED (USED) BY
          FINANCING ACTIVITIES                        78,841          ---

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

          ENDING CASH BALANCE                       $(0)          $16,584

          Schedule of Noncash Investing and Financing Activities for the
          eleven months ended March 31, 1998
          Common Stock issued to acquire investment              $13,576
          Acquisition of VideoTalk through issuance of:
             Common and preferred stock                          231,484
             Promissory note                                          -
          Sale of investment for nonmarketable
              securities                              43,000
          </TABLE>
          The accompanying notes are an integral part of these financial
          statements.
          <PAGE> 13
                                   WINCROFT, INC.
                            NOTES TO FINANCIAL STATEMENTS
                          March 31, 1999 and March 31, 1998

               NOTE A: Summary of Significant Accounting
               Policies


                       Organization and Principles of
               Consolidation

                       The  Company was organized  in May,  1980,
                       as  part  of  a  quasi-reorganization   of
                       Colspan    Environmental    Systems.    At
                       present,  the Company has no  subsidiaries
                       and  is operating at  a reduced level.  On
                       18th  May,  1998, the  Registrant  held  a
                       shareholders   meeting,   at   which   the
                       shareholders   approved   resolutions   to
                       ratify  the  appointment of  auditors  for
                       the fiscal  year ended March 31, 1998,  to
                       amend  the  Articles of  Incorporation  to
                       change  the  Company's name  to  Wincroft,
                       Inc., approved  a 100 for 1 forward  stock
                       split  to increase  the number  of  shares
                       outstanding  without effecting the  stated
                       value of  the common shares, approved  the
                       amendment     to    the    Articles     of
                       Incorporation to create Preferred  Shares,
                       approved  the transfer of  control of  the
                       Company  to  Jason  Conway,  approved  the
                       issuance  of  common and  preferred  stock
                       along  with a Promissory  Note to  acquire
                       the  VideoTalk product,  and ratified  all
                       previous  actions  of  the  officers   and
                       directors of  the Company.  The  financial
                       statements    reflect    the     VideoTalk
                       transaction as unconditional.

                       The  financial  statements   include   the
                       information for the subsidiary, Wincroft
                       (UK), Ltd. acquired by the Company  during
                       the  period  under  review  for  1  pound.
                       Wincroft  (UK),  Ltd.  had  no  operations
                       before it was acquired  Adjustments   were
                       made     to     eliminate     intercompany
                       transactions and  for  the  conversion  of
                       Wincroft (UK), Ltd.'s numbers from  pounds
                       to  US    Dollars.   The  conversion  from
                       British Pounds to US Dollars is based   on
                       US  accounting guidelines. The  conversion
                       rate  for  the balance  sheet  was   based
                       on   the   published  exchange   rate   at
                       March   31,   1999,   one   pound   equals
                       $1.67650.

                       Basic Earnings per Common Share

                       Effective    December   15,   1997,    the
                       Registrant  adopted FAS128  regarding  the
                       earnings  per  share  calculations.    The
                       statement  requires  the  replacement   of
                       primary  earnings  per  share  with  basic
                       earnings per share (_EPS_).  Basic EPS  is
                       computed  by dividing income available  to
                       common stockholders by the
                       <PAGE> 14
                       weighted-average  number of common  shares
                       outstanding during the period.  A  diluted
                       earnings  per  share  is  also   presented
                       which   is  computed  by  increasing   the
                       average    number   of    common    shares
                       outstanding  by the  number of  additional
                       shares  that would be  outstanding if  the
                       options outstanding had been exercised.

                       Property and Equipment

                       Property  and  equipment  are  carried  at
                       cost.    Major additions  and  betterments
                       are  capitalized, whole  replacements  and
                       maintenance  and  repairs  which  do   not
                       improve   or  extend  the   life  of   the
                       respective assets are expensed.  When  the
                       property is retired or otherwise  disposed
                       of,  the  related  costs  and  accumulated
                       depreciation   are   removed   from    the
                       accounts   and  any   gain  or   loss   is
                       reflected in operations.

                       Depreciation  of equipment is provided  on
                       the    straight-line   method   over    an
                       estimated useful life of five years.

                       Capital Stock

                       The   number  of  shares  authorized   are
                       75,000,000    common    and     25,000,000
                       preferred as of May 19, 1998.  The  number
                       of  common shares  issued and  outstanding
                       are 5,140,100,  no par value at March  31,
                       1998 (post forward split) and 5,000  $0.01
                       par value preferred shares as a result  of
                       the  shareholders approval at the  meeting
                       held  May 18, 1998.  The number of  common
                       shares   issued   and   outstanding    are
                       5,140,100, no par value at March 31,  1998
                       (post forward  split) and 7,000 $0.01  par
                       value preferred shares at March 31, 1999.

                       The  holders of  the Company's  stock  are
                       entitled  to  receive  dividends  at  such
                       time  and  in  such  amounts  as  may   be
                       determined  by  the  Company's  Board   of
                       Directors.  All  shares of  the  Company's
                       Common  Stock  have equal  voting  rights,
                       each share being entitled to one vote  per
                       share  for the election  of directors  and
                       for  all other  purposes.   All shares  of
                       the  Company's  Preferred  Stock  have   a
                       preference  over the Common  Stock in  the
                       event  of liquidation  or similar  action.
                       The Board of Directors of the Company  are
                       authorized  to create series of  Preferred
                       Shares designating the rights as a  result
                       of   the   amendments  approved   by   the
                       shareholders at  the meeting held May  18,
                       1998.    The  preferred  shares  have   no
                       voting rights.
               <PAGE> 15
                       Use of Estimates

                       The  preparation of  financial  statements
                       in  conformity  with  generally   accepted
                       accounting principles requires  management
                       to  make  estimates and  assumptions  that
                       affect  reported  amount  of  assets   and
                       liabilities  and disclosure of  contingent
                       assets and liabilities at the date of  the
                       financial  statements  and  the   reported
                       amounts  of revenues  and expenses  during
                       the  reporting  period.    Actual  results
                       differ from the estimates.

               NOTE B: Income Taxes

                       The  Company  has  incurred  approximately
                       $1,200,000  in net  operating losses.  The
                       expiration  dates  for the  net  operating
                       loss carry forwards are from 1998  through
                       2018.   Use  of these  net operating  loss
                       carry  forwards  is  dependent  on  future
                       taxable  income.  Deferred  tax assets  of
                       $350,000  have been offset  entirely by  a
                       valuation allowance.

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

               NOTE C: Stock Options

                       On  May 18,  1998,  two directors  of  the
                       Company  were  granted  stock  options  to
                       purchase  up  to  10,000  each  of   newly
                       issued  shares of the  Company at a  price
                       of  $3.00 per share,  expiring no  earlier
                       than ten years from the date of grant.

               NOTE D: Related Party Transactions

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

                       On  May 15,  1997, the  then President  of
                       the  Company, Daniel Wettreich  subscribed
                       for  6,787,998 common  shares and  on  May
                       20, 1997  he exchanged 6,029,921 of  those
                       shares  for common shares  in Adina,  Inc.
                       Adina    exchanged   those   shares    for
                       Preferred  shares in  Camelot  Corporation
                       which then had control of the  Registrant.
                       On  20th March, 1998, Camelot  transferred
                       51% of the then outstanding shares in the
                       <PAGE> 16
                        Registrant  to  Forsam  Venture  Funding,
                       Inc.   Mr.  Wettreich  is an  officer  and
                       director of Camelot, Adina and Forsam.  On
                       March  31,  1998 Forsam  Venture  Funding,
                       Inc.  surrendered 7,495,539 shares to  the
                       Company for  the treasury and they are  no
                       longer outstanding.   The Company did  not
                       pay  Forsam  Venture  Funding,  Inc.   any
                       compensation  for the surrendering of  the
                       shares.   The 6,686,998 shares  subscribed
                       by Daniel  Wettreich on May 15, 1997  were
                       exchanged  for shares he  owned of  Meteor
                       Technology,    plc   (_Meteor_).       The
                       investment   in  Meteor   was  valued   at
                       $13,576 which equaled the stated value  of
                       the  subscribed  shares.    The  Company's
                       holding in Meteor was sold on March  23rd,
                       1998  for $59,573 resulting  in a gain  of
                       $45,997.   Because  the Company's  holding
                       in  Meteor was temporary,  the results  of
                       Meteor's  operations were  not  recognized
                       or  disclosed in  the Company's  financial
                       statements.

                       On   March   31,  1998,   Forsam   Venture
                       Funding,  Inc. entered into a  conditional
                       contract  to   sell  all  its  Shares   in
                       Registrant  to  Mr. Jason  Conway  for  an
                       undisclosed sum.   On 18th May, 1998  with
                       the     shareholders     approval,     the
                       conditional  contract closed,  Mr.  Daniel
                       Wettreich  resigned  as  a  director   and
                       officer  of  Registrant  as  did  all  the
                       other  directors  and  officers,  and  Mr.
                       Conway  was  appointed  a  director,   and
                       Chief Executive Officer of Registrant.

                       On  March  31,  1998,  Registrant  entered
                       into  a conditional  agreement with  Third
                       Planet  Publishing, Inc.,  a wholly  owned
                       subsidiary   of  Camelot  Corporation   to
                       acquire  the VideoTalk  product for  Third
                       Planet   Publishing,   Inc.'s   cost    of
                       $7,002,056 payable by way of the  issuance
                       of  common stock,  preferred stock  and  a
                       Promissory Note.   The assets were  valued
                       at   Third  Planets   Publishing,   Inc.'s
                       carring   value  of  tangible  assets   of
                       $231,484.   This   transaction    required
                       shareholder     approval     which     was
                       forthcoming 18th May, 1998.  The note  was
                       converted  to preferred  stock during  the
                       year ended March 31, 1999.

                       For and the year ended March 31, 1999  the
                       eleven (11)  months ending March 31,  1998
                       the  Company incurred stock transfer  fees
                       to   a   Company   associated   with   Mr.
                       Wettreich,  the previous President of  the
                       Company  in  the  amounts  of  $2,593  and
                       $814,  respectively.   During  the  period
                       ended March  31, 1998, $4,134 was  written
                       off.
           <PAGE> 17
                       On  June 29, 1998, Registrant agreed  with
                       Camelot  Corporation  at  the  request  of
                       Registrant,  to  satisfy  the  outstanding
                       Promissory  Note  payable  to  Camelot  by
                       Registrant in the amount of $2,000,000  by
                       way   of  the   issuance of $2,000,000  of
                       Wincroft   Non-voting   Preferred   Stock,
                       Series  B.  These  Preferred Shares pay  a
                       dividend of  10%  when and as declared  by
                       the  board of  directors and  will pay  an
                       additional yield equivalent to 10% of  any
                       revenues  derived by  Registrant on  sales
                       of VideoTalk  [tm].  The Preferred  Shares
                       also call for redemption by Registrant  in
                       the event VideoTalk  is sold.
                       Registrant requested this action in  order
                       to    assist   in    its   fund    raising
                       capabilities.     Registrant  is   seeking
                       funds  to  pay  for  working  capital  and
                       marketing expenditures.

           NOTE E:   Lease commitment

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

               Item 8. Disagreements on Accounting and Financial
               Disclosures

                       A  Form 8-k dated May  12, 1998 was  filed
                       to report a change in accountants.   There
                       has  not   been  a  filing  to  report   a
                       disagreement  on any matter of  accounting
                       principle    or    financial     statement
                       disclosure, within  24 months of the  date
                       of the most recent statements.
          <PAGE> 18

                                        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    31    Chairman   May 1998           Next
                                     Chief Executive Officer      Annual
                                   President                      Meeting
                                   Treasurer
                                   Director
               Duncan James    39    Director     May 1998        Next
                                                                  Annual
                                                                  Meeting

               Jeffrey Graham  52    Director     May 1998        Next
                                                                  Annual
                                                                  Meeting
               </TABLE>
               Jason Conway

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

               Duncan F. James

               Duncan F. James is a Director of the Company since
               May 1998.   He is  the principal  of Duncan  James
               Computer  Consultants,  an  independent   computer
               systems consultancy  business  since  March  1998.
               Previously  he  was  Manager  of  Technology   for
               DigiPhone  International  Limited  since   October
               1996.  He was a  Lecturer in Computer Science  and
               Communications with Middlesex University,  London,
               England from October  1994 and  previously he  was
               Operations Manager for Ahead  of Our Time  Records
               Limited an  independent record  label.   He has  a
               Bachelor of  Science  in  Applied  Computing  from
               Middlesex University in the U.K.
               <PAGE> 19

               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
               <TABLE>
               <S>             <C>                   <C>

               Name of Individual      Capacities in        Cash
               or Number in Group      Which Served
               Compensation

                    --                      --               NONE
               </TABLE>
               Directors of the Registrant receive no salary  for
               their services  as such,  but are  reimbursed  for
               reasonable expenses incurred in attending meetings
               of the Board of Directors.

               Registrant   has   no   compensatory   plans    or
               arrangements whereby any  executive officer  would
               receive payments from  the Registrant  or a  third
               party  upon   his   resignation,   retirement   or
               termination of  employment, or  from a  change  in
               control of Registrant or a change in the officer's
               responsibilities following a change in control.
               <PAGE> 20
               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                       1,961,600         38.15%
               Elthorne Gate, 64 High Street
               Pinner, Middlesex HA5 5QA,England

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

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

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

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

               Mick Y. Wettreich                  1,542,000 (3)        30%
               34 Monarch Ct.
               Lyttleton Road
               London England  N2ORA
               <PAGE> 21

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

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

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

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

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

               Item 12.  Certain Relationships and Related
               Transactions

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

               On May  15,  1997,  the former  President  of  the
               Company,   Daniel   Wettreich,   subscribed    for
               6,787,998  restricted   common   shares   of   the
               Registrant in  exchange  for  40,727,988  ordinary
               shares of  Meteor  Technology,  plc  a  UK  public
               company.      Subsequently,   6,029,921   of   the
               restricted shares were exchanged by Mr.  Wettreich
               for restricted common shares in Adina, Inc.  Adina
               then subscribed for  53,811,780 Preferred  Shares,
               Series J of  Camelot Corporation  paying for  them
               with 6,029,921 common shares of the Registrant.

               On 20th March,  1998, Camelot  transferred 51%  of
               the then outstanding shares  in the Registrant  to
               Forsam Venture Funding, Inc.  Mr. Wettreich is  an
               officer and director of Camelot, Adina and Forsam.
               On March  31, 1998  Forsam Venture  Funding,  Inc.
               surrendered 7,495,539  shares to  the Company  for
               the treasury and they  are no longer  outstanding.
               The Company did  not pay  Forsam Venture  Funding,
               Inc. any compensation for the surrendering of  the
               shares.
               <PAGE> 22

               On March 31, 1998, Forsam Venture Funding, Inc.
               entered into a conditional contract to sell all
               its Shares in Registrant to Mr. Jason Conway for
               an undisclosed sum.  On 18th May, 1998 with the
               shareholders approval, the conditional contract
               closed, Mr. Daniel Wettreich resigned as a
               director and officer of Registrant as did all the
               other directors and officers, and Mr. Conway was
               appointed a director, and Chief Executive Officer
               of Registrant.

               On March  31,  1998,  Registrant  entered  into  a
               conditional   agreement    with    Third    Planet
               Publishing, Inc.,  a  wholly owned  subsidiary  of
               Camelot  Corporation  to  acquire  the   VideoTalk
               product for Third  Planet Publishing, Inc.'s  cost
               of $7,002,056 payable  by way of  the issuance  of
               common stock,  preferred  stock and  a  Promissory
               Note.    This  transaction  required   shareholder
               approval which  was  forthcoming 18th  May,  1998.
               The note bears  interest at 10%  and is due  March
               31, 2003.

               For the eleven (11)  months ending March 31,  1998
               and the year  ended 30th April,  1997 the  Company
               incurred  stock   transfer  fees   to  a   Company
               associated  with  Mr.   Wettreich,  the   previous
               President of the Company in the amounts of $814.50
               and  $9,573,  respectively.    Such  amounts  were
               written off in the period ended March 31, 1998.

               On  June 29, 1998, Registrant agreed with  Camelot
               Corporation   at the   request  of Registrant,  to
               satisfy the outstanding Promissory Note payable to
               Camelot by Registrant in the amount of  $2,000,000
               by   way   of   the    issuance of  $2,000,000  of
               Wincroft   Non-voting  Preferred Stock, Series  B.
               These Preferred  Shares pay  a  dividend of    10%
               when and as declared by the board of directors and
               will pay an additional yield equivalent to 10%  of
               any revenues derived  by  Registrant  on sales  of
               VideoTalk [tm].    The Preferred Shares also  call
               for  redemption   by  Registrant   in  the   event
               VideoTalk  is sold.
          <PAGE> 23


                                        PART IV

               Item 13.  Exhibits, Financial Statement Schedules
               and Reports on Form 8-K

               The following financial statements are included in
               Part II, Item 8 of this report for the period
               ended March 31, 1998:

                Balance Sheets
                Statements of Operations
                Statements of Changes in Shareholders' Equity
                Statements of Cash Flows
                Notes to Financial Statements

               All other schedules for which provision is made in
               the  applicable  accounting  regulations  of   the
               Securities  and   Exchange  Commission   are   not
               required under  the  related instructions  or  are
               inapplicable and have therefore been omitted.

               Exhibits included herein:

                3(a)     Articles of
                      Incorporation:  Incorporated by reference
               to  Registration
                      Statement filed on Form 10, May  10,
               1984;
                      File No. 0-12122


                3(b)     Bylaws:Incorporated by Reference as
               immediately above

                22(a) Subsidiaries:       Wincroft (UK) Limited

                Reports on Form 8-K
                Report dated May 12, 1998 reporting Item 4.
                Report dated June 29, 1998 reporting Item 5
               <PAGE> 24

                                   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:     November 15, 1999

               Pursuant to the requirements of the Securities Exchange  Act
               of 1934, this report has been signed below by the  following
               persons on behalf  of the Registrant  and in the  capacities
               and on the dates indicated.

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

               Date:     November 15, 1999

               By:  /s/ Duncan James
                    Duncan James, Director


               Date:     November 15, 1999


               By:  /s/ Jeffrey Graham
                    Jeffrey Graham, Director





                                         25