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                                   UNITED STATES                            
                         SECURITIES AND EXCHANGE COMMISSION                 
                               Washington, DC. 20549                        

                   ----------------------------------------------           
                                 Amendment No. 1 to                         
                             Annual Report on Form 10-K                     
                                   on Form 10-K/A                           
                   ----------------------------------------------           

         MARK ONE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      
            [X]   SECURITIES EXCHANGE ACT OF 1934                           
                  FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998                
                  OR                                                        
            [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
                  SECURITIES EXCHANGE ACT OF 1934                           

                  For the transition period from _____ to _____.            

                       Commission file number 0-22636

                                 CANMAX INC.
             (Exact name of registrant as specified in its charter)

                Wyoming                              75-2461665 
--------------------------------------  --------------------------------------
    State or other jurisdiction of       (I.R.S. Employer Identification No.) 
    incorporation or organization  

                             150 W. CARPENTER FRWY.                   
                              IRVING, TEXAS 75039                     
                   (Address of principal executive offices)           
                                   (Zip Code)                         

                                  972-541-1600                        
             (Registrant's telephone number, including area code)     

                             ----------------------                   

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 
                                      NONE                            

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 
                               Title of each class                    
                             ----------------------                   
                        Common Stock, without par value               

                             ----------------------                   

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 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 the past 90 days.       Yes    X    No         
                                                     -------   -------  

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amount to this Form 10-K or any amount to this Form 10-K. [  ]

     As of January 26, 1999, 6,611,005 shares of Common Stock were 
outstanding.  The aggregate market value of the 4,546,543 shares of Common 
Stock held by non-affiliates of Canmax Inc. as of such date was approximately 
$1,369,663 using the beneficial ownership rules adopted pursuant to Section 
13 of the Securities Exchange Act of 1934 to exclude stock that may be 
beneficially owned by directors, executive officers or ten percent 
stockholders, some of whom might not be held to be affiliates upon judicial 
determination.

DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this Annual Report incorporates by reference information 
contained in the Proxy Statement for the Annual Meeting of Stockholders of 
Canmax Inc. to be filed with the Securities and Exchange Commission on or 
before March 1, 1999.

EXPLANATORY NOTE

     This Form 10-K/A amends Exhibit 23.2 of the Annual Report on Form 10-K 
for the year ended October 31, 1998 to correct a typographical error in the 
date of the financial statements covered by the accountant's consent set 
forth therein.  Exhibit 23.2 of the Form 10-K is being refiled with the 
Commission by this Form 10-K/A. 

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                                    PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) (3)  EXHIBITS 

     The following is a list of all exhibits filed with this Form 10-K, 
including those incorporated by reference. 
<TABLE>
<CAPTION>
EXHIBIT
  NO.       DESCRIPTION OF EXHIBIT
<S>         <C>
 2.1        Agreement and Plan of Merger dated as of January 30, 1998, among 
            Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services, 
            Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998 (the
            "USC 8-K"), and incorporated herein by reference)
 
 2.2        Rescission Agreement dated June 15, 1998 among Canmax Inc., USC 
            and former principals of USC (filed as Exhibit 10.1 to Form 8-K 
            dated January 15, 1998 (the "USC Rescission 8-K"), and 
            incorporated herein by reference).
 
 2.3        Asset Purchase Agreement by and among Affiliated Computed 
            Services, Inc., Canmax and Canmax Retail Systems, Inc. dated 
            September 3, 1998 (filed as Exhibit 10.1 to Canmax's Form 8-K 
            dated December 7, 1998 and incorporated herein by reference)
 
 3.1        Articles of Incorporation of Canmax (filed as Exhibit 3.01 to 
            Canmax's Registration Statement on Form 10, File No. 0-22636 (the 
            "Form 10"), and incorporated herein by reference)
 
 3.2*       Amended and Restated Bylaws of Canmax
 
 3.3*       Certificate of Incorporation of ARDIS Telecom and Technologies, Inc.

 3.4*       Bylaws of ARDIS Telecom and Technologies, Inc.
 
 4.1        Registration Rights Agreement between Canmax and the Dodge Jones 
            Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on 
            Form 10-Q for the period ended April 30, 1997 and incorporated 
            herein by reference)
 
 4.2        Registration Rights Agreement between Canmax and Founders Equity 
            Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on 
            Form 10-Q for the period ended April 30, 1997 and incorporated 
            herein by reference)
 
 4.3*       Amended Stock Option Plan

10.1        Master Agreement for Computer Software Development, License and 
            Maintenance between CRSI and The Southland Corporation (filed as
            Exhibit 10.05 to the Form 10 and incorporated herein by reference)

10.2**      Software Development Agreement dated July 1, 1996 between NCR 
            Corporation and CRSI (filed as Exhibit 10.09 to Canmax's Annual 
            Report on Form 10-K for the period ended October 31, 1996)

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10.3        Office Building Lease between Canmax and Commercial Properties 
            Inc. (filed as Exhibit 10.3 to Canmax's Registration Statement on 
            Form S-3, File No. 333-33523 (the "Form S-3"), and incorporated 
            herein by reference)

10.4        Employment Agreement, dated June 30, 1997 between Canmax Retail 
            Systems, Inc. and Roger Bryant (filed as Exhibit 10.4 to the Form 
            S-3 and incorporated herein by reference)

10.5        Employment Agreement, dated June 30, 1997 between Canmax Retail 
            Systems, Inc. and Debra L. Burgess (filed as Exhibit 10.6 to the
            Form S-3 and incorporated herein by reference)

10.6        Amendment No. 3 to Master Agreement for Computer Software 
            Development, License and Maintenance dated October 31, 1997 between 
            Canmax Retail Systems, Inc. and The Southland Corporation (filed as 
            Exhibit 10.7 to the Form S-3 and incorporated herein by reference)

10.7        Convertible Loan Agreement by and between Canmax Inc. and Canmax 
            Retail Systems, Inc. as Co-Borrowers and Founders Equity Group, 
            Inc. and Founders Mezzanine Investors III, LLC as Lenders dated 
            December 15, 1997 (filed as Exhibit 10.8 to Canmax's Annual 
            Report on Form 10-K for the year ended October 31, 1997 (the 
            "1997 Form 10-K") and incorporated herein by reference)

10.8        Security Agreement between Canmax Inc. and Canmax Retail Systems, 
            Inc. as Co-Borrowers and Founders Equity Group, Inc. and Founders 
            Mezzanine Investors III, LLC as Lenders dated December 15, 1997 
            (filed as Exhibit 10.9 to the 1997 Form 10-K and incorporated 
            herein by reference)

10.9        Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured 
            Convertible Debenture No. 1 (filed as Exhibit 10.10 to the 1997 
            Form 10-K and incorporated herein by reference)

10.10       Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured 
            Convertible Debenture No. 2 (filed as Exhibit 10.11 to the 1997 
            Form 10-K and incorporated herein by reference)

10.11       Loan commitment letter dated February 11, 1998, between Canmax 
            Inc. and Canmax Retail Systems, Inc. as Borrowers and Founders 
            Equity Group, Inc. and Founders Mezzanine Investors III, LLC as 
            Lenders (filed as Exhibit 10.18 to the 1997 Form 10-K and 
            incorporated herein by reference)

10.12       Amendment No. 1 to First Restated Convertible Loan Agreement 
            dated December 11, 1998 among Canmax, Canmax Telecom, Inc. and 
            Founders Equity Group, Inc. as agent (filed as Exhibit 10.2 to 
            Canmax Form 8-K dated December 7, 1998 and incorporated herein by 
            reference).

10.13       Restated Promissory Note dated June 15, 1998 from USC to Canmax 
            Telecom, Inc. (filed as Exhibit 10.2 to the USC Rescission Form 
            8-K and incorporated herein by reference)

10.14       Security Agreement dated June 15, 1998 from USC for the benefit 
            of Canmax Telecom, Inc. (filed as Exhibit 10.3 to the USC 
            Rescission Form 8-K and incorporated herein by reference)

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10.15       Guaranty dated June 15, 1998 executed by Delia O'Donnell for the 
            benefit of Canmax Telecom, Inc. (filed as Exhibit 10.4 to the USC 
            Rescission Form 8-K and incorporated herein by reference)

10.16       Guaranty dated June 15, 1998 executed by Alan Anderson, trustee, 
            for the benefit of Canmax Telecom, Inc. (filed as Exhibit 10.5 to 
            the USC Rescission Form 8-K and incorporated herein by reference)

10.17       Pledge Agreement executed by Delia O'Donnell and Alan Anderson, 
            as trustee, for the benefit of Canmax Telecom, Inc. (filed as 
            Exhibit 10.6 to the USC Rescission Form 8-K and incorporated 
            herein by reference)

10.18       Guaranty date June 15, 1998 executed by James C. Bernet for the 
            benefit of Canmax Telecom, Inc. (filed as Exhibit 10.7 to the USC 
            Rescission Form 8-K and incorporated herein by reference)

10.19***    Debit Telecommunications Services Agreement dated August 4, 1998 
            between PT-1 Communications, Inc., Canmax Telecom, Inc. and 
            Canmax Inc.

10.20*      Commercial Lease Agreement between Jackson - Shaw/Jetstar 
            Tri-star Limited Partnership and Canmax.

11.1*       Statement re: Computation of earnings per share

21.1*       Subsidiaries of the Registrant

23.1*       Consent of Independent Auditors (King Griffin & Adamson, P.C.)

23.2****    Consent of Ernst & Young, LLP

27.1*       Financial Data Schedule

27.2*       Restated Financial Data Schedule
</TABLE>

*    Previously filed.

**   Portions of this Exhibit were omitted and have been filed separately with 
     the Secretary of the Commission pursuant to Canmax's Application requesting
     confidential treatment under Rule 406 under the Securities Act of 1933, as 
     amended.

***  Previously filed; however portions of this Exhibit have been omitted and 
     filed separately with the Secretary of the Commission pursuant to Canmax's 
     Application requesting confidential treatment under Rule 24b-2 under the 
     Securities Exchange Act of 1934, as amended.

**** Filed herewith.

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5

                                   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 
in its behalf by the undersigned thereunto duly authorized.

                                       Canmax Inc. 
Date:  February 5, 1999

                                       By: /s/ Debra L. Burgess
                                          -------------------------------------
                                          Debra L. Burgess 
                                          Executive Vice President and 
                                          Chief Financial Officer