SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT


                PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

Date  of Report (Date of Earliest event reported)  June 29,  1998
                      WINCROFT, INC.
     (Exact Name of Registrant as Specified in its Charter)
                                
                                
                                
                                
  Colorado            0-12122             84-0601802
 (State of               (Commission         (IRS Employer
   Incorporation)        File Number)        Identification No.)




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



Registrant's telephone number, including area code:
               011 44 181 429 7319
<PAGE>

ITEM 5.   Other Events

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.

                           SIGNATURES


Pursuant  to the requirements of the Securities and 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.


                         By:     /s/ Jason Conway
                              Jason Conway
                              President

Dated:  July 9, 1998
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2185}]
{"company-data": {"conformed-name": "WINCROFT INC", "cik": "0000726435", "assigned-sic": "9995", "irs-number": "840601802", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12122", "film-number": "98663523"}, "business-address": {"street1": "2415 MIDWAY ROAD", "street2": "SUITE 121", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "9727333005"}, "mail-address": {"street1": "2415 MIDWAY ROAD", "street2": "SUITE 121", "city": "CARROLLTON", "state": "TX", "zip": "75006"}, "former-company": [{"former-conformed-name": "ALEXANDER MARK INVESTMENTS USA INC", "date-changed": "19970421"}, {"former-conformed-name": "DANZAR INVESTMENT GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "APACHE RESOURCES LTD", "date-changed": "19860130"}]}
SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

Date  of Report (Date of Earliest event reported)  June 29,  1998
                      WINCROFT, INC.
     (Exact Name of Registrant as Specified in its Charter)
                                
                                
                                
                                
  Colorado            0-12122             84-0601802
 (State of               (Commission         (IRS Employer
   Incorporation)        File Number)        Identification No.)

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

Registrant's telephone number, including area code:
               011 44 181 429 7319
ITEM 5.   Other Events

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.

                           SIGNATURES

Pursuant  to the requirements of the Securities and 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.

                         By:     /s/ Jason Conway
                              Jason Conway
                              President

Dated:  July 9, 1998