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
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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
