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                        SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form 10-KSB
(Mark One)
[ X ]    Annual report pursuant to section 13 or 15(d) of the Securities 
         Exchange Act of 1934 [Fee Required] for the fiscal year
         ended December 31, 1998, or

[   ]    Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [No Fee Required] for the transition period 
         from              to             

                        Cimarron-Grandview Group, Inc.
               (Exact name of registrant as specified in its charter)

      State of Washington                                   91-0239195
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

   601 West Main Avenue, Suite 714
       Spokane, Washington                                     99201-0677
(Address of principal executive offices)                       (Zip Code)

(Registrant's telephone number, including area code)          509-455-9077

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:  None

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90 days.
Yes    X     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  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)

State issuer's revenues for its most recent fiscal year.  $764

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  60 days.  (See definition of affiliate in Rule 12b-2 of
the  Exchange Act.) [Amended in release No. 33-7419 (85,938), effective June 13,
1997,  62  F.R.  6387.]        $0.00

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort  and expense, the issuer may calculate the aggregate market
value  of  the  common  equity held by non-affiliates on the basis of reasonable
assumptions,  if  the  assumptions  are  stated.
<PAGE>

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

Check  whether  the  issuer  has  filed all documents and reports required to be
filed  by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.

  Yes       No          Not Applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.   16,863,076    

DOCUMENTS INCORPORATED BY REFERENCE

If  the following documents are incorporated by reference, briefly describe them
and  identify  the  part  of  the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document  is  incorporated:   (1)  any  annual  report  to  security
holders;  (2)  any proxy or information statement; and (3)  any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  list  documents  should  be  clearly  described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).    None


Transitional Small Business Disclosure Format (check one):  Yes    No  X   


Document Page: 2 of 21

********************************************************************************






























<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

(A)     BUSINESS  DEVELOPMENT

The  Registrant  was   incorporated  in  the  State   of  Washington   in  1927.
Historically,  the  Registrant  was engaged in the mineral exploration business.
Although  the  Company  currently holds interests in several mineral exploration
properties,  the  Registrant  currently  has  no  active  business  operations.

The  Registrant  is  currently  seeking  to  acquire  an  interest in a business
opportunity.  Due to the Registrant's limited assets, it is anticipated that any
such acquisition would be a "reverse take-over" accomplished through a merger or
share  exchange.  In  such  event,  the Registrant's existing shareholders would
likely  become  minority shareholders in the surviving entity. The Registrant is
currently  evaluating  acquisition  opportunities.

(B)     BUSINESS  OF  ISSUER

The  Registrant  has  no active business operations. The Registrant is currently
seeking  to  acquire  an  interest  in  a  business  opportunity.

The  Registrant  currently holds interests in several mineral properties. Mining
related  activities  are  subject  to  extensive  federal,  state and local laws
governing  the   protection  of  the   environment,  prospecting,   development,
production,  taxes,  labor  standards,  occupational  health, mine safety, toxic
substances  and  other  matters.  The costs associated with compliance with such
regulatory  requirements  are  substantial  and  possible future legislation and
regulations   could  cause  additional   expense,  capital   expenditures,   and
restrictions,  the  extent of which cannot be predicted. Although the Registrant
believes  it  and  its  properties  are  in  compliance with applicable laws and
regulations,  amendments  to  current  laws  and  regulations-the more stringent
implementation  thereof  or  the  adoption  of  new laws-could have a materially
adverse  impact  upon  the  Registrant.

The  Registrant  currently  has  no  employees.

(C)     REPORTS  TO  SECURITY  HOLDERS

You  may  read  and  copy  any  materials filed with the SEC at the SEC's Public
Reference  Room  at  450  Fifth  Street,  N. W., Washington, D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at 1 (800) SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that  contains  reports,  proxy and information statements and other information
regarding  the  Company  that  is  filed  electronically  with  the  SEC.

ITEM  2.     DESCRIPTION  OF  PROPERTY

The  Company has no offices or facilities.  The Company's activities are carried
out  from  the  office  of  one  of  its  officers  and  directors.

The  Registrant also owns 6,130 acres of patented mineral rights and 38 acres of
surface  and  mineral  rights in Stevens County, Washington.  There are no known
mineral  reserves  on  the Registrant's properties and no mineral exploration is
being  conducted  on  the  properties.




Document Page: 3 of 21
<PAGE>

ITEM  3.     LEGAL  PROCEEDINGS

Neither  the  Registrant  nor  any  of  its  property is subject to any material
pending  legal  proceedings.

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matter was submitted during the fourth quarter of the fiscal year covered by
this  report  to a vote of security holders, through the solicitation of proxies
or  otherwise.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED
             STOCKHOLDER  MATTERS

(A)     MARKET  INFORMATION

There  is  no  established  public  trading  market  for the Registrant's common
equity.  There has been no market nor reported quote for the Registrant's common
equity  for  the  past  two  fiscal  years  and  to  the  date  of  this filing.

(B)     HOLDERS

There  are  approximately 2,800 holders of the Registrant's common equity at the
date  hereof.

(C)     DIVIDENDS

To  the  management's knowledge, the Registrant has never paid a dividend. There
is  no  plan  to  pay  dividends  for  the  foreseeable  future.

(D)     UNREGISTERED  SALES

During  fiscal  years  1996 - 1997, each of the four Directors of the Registrant
received  a  restricted  stock  grant  of 50,000 shares.  The common equity, for
which  there  is  no  public  trading  market,  was valued at $.001 per share. A
restricted  stock grant for the year ended December 31, 1998 was made to each of
the  three  Directors  of the Registrant in February, 1999. The restricted stock
grants  were issued pursuant to a Section 4(2) exemption from registration under
the  Securities  Act  of  1933.

Subsequent to year-end, the Registrant sold 8,431,538 shares of its common stock
for an aggregate amount of $100,000. The shares were purchased by one individual
investor.  No  fees  or commissions were paid in connection with the sale of the
shares.  The  shares  were  issued  pursuant  to  a  Section 4(2) exemption from
registration  under  the  Securities  Act  of  1933.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN
             OF  OPERATION

PLAN  OF  OPERATION

Historically,  the  Company  has been engaged in mineral exploration activities.
Exploration  for  commercially  minable  ore  deposits is highly speculative and
involves  risks  greater than those involved in the discovery of mineralization.
Mining  companies   use   the  evaluation  work   of  professional   geologists,
geophysicists,  and engineers in determining whether to acquire an interest in a


Document Page: 4 of 21
<PAGE>

specific  property,  or  whether  or  not to commence exploration or development
work.  These  professionals  are  not  always  scientifically exact, and in some
instances  result  in  the  expenditure  of  substantial  amounts  of money on a
property  before  it  is possible to make a final determination as to whether or
not  the  property  contains  economically  minable  ore  bodies.  The  economic
viability of a property cannot be finally determined until extensive exploration
and  development  work,  plus  a  detailed  economic feasibility study, has been
performed.  Also,  the  market prices for mineralization produced are subject to
fluctuation  and uncertainty, which may negatively affect the economic viability
of  properties  on  which  expenditures  have  been  made.

Given the foregoing risks and the Registrant's limited resources, Management has
decided  not  to remain actively engaged in mineral exploration.  The Company is
currently  attempting  to  sell  its  mineral  properties.

The  Registrant  is  currently  seeking  to  acquire  an  interest in a business
opportunity.  Due to the Registrant's limited assets, it is anticipated that any
such acquisition would be a "reverse take-over" accomplished through a merger or
share  exchange.  In  such  event,  the Registrant's existing shareholders would
likely  become minority shareholders in the surviving entity.  The Registrant is
not  currently  in  discussion  or  negotiation regarding the acquisition of any
specific  business  opportunity.

The  Registrant  believes that it can satisfy its cash requirements for the next
twelve  months.

ITEM  7.    FINANCIAL  STATEMENTS

Financial  Statements of the Company for the fiscal year ended December 31, 1998
audited  by  LeMaster  & Daniels PLLC and for the fiscal year ended December 31,
1997,  audited  by Robert Moe & Associates, P.S., are included elsewhere in this
Form  10-KSB.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE.

The  Registrant  was informed that Independent Auditor, Robert Moe & Associates,
P.S.  would  not be able to perform the audit for the fiscal year ended December
31,  1998.  The  Auditor's  Report on the financial statements for either of the
past  two  years  has contained no adverse opinion or disclaimer of opinion, nor
was  modified  as  to  uncertainty,  audit  scope,  or  accounting  principles.

There  were  no  disagreements  with  the  former  accountant  on  any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,  which,   if  not  resolved  to  the  former   accountants
satisfaction,  would  have  caused it to make reference to the subject matter of
the  disagreement(s)  in  connection  with  its  report.

The  Registrant  has  engaged LeMaster & Daniels PLLC as Independent Auditor for
the  year  ended  December  31,  1998









Document Page: 5 of 21
<PAGE>

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

(A)     IDENTIFICATION  OF  DIRECTORS

Set  forth below is the name, age and length of service of the Company's present
directors:
<TABLE>
NAME  (AGE)                    POSITION          LENGTH  OF  SERVICE
-----------                    --------          -------------------
<S>                            <C>               <C>
William R. Green  (60)          Director          Since  1993

Gregory B. Lipsker  (48)        Director          Since  1993

Eunice R. Campbell  (53)        Director          1992  and  1994
</TABLE>

The  directors  are  elected for a one-year term and until their successors have
been  elected and qualified. There are no arrangements or understandings between
any  of  the  directors  and  other  persons  pursuant  to which such person was
selected  as  a  director  .

(B)     IDENTIFICATION  OF  EXECUTIVE  OFFICERS

Set  forth below is the name, age and length of service of the Company's present
Executive  Officers  :
<TABLE>
NAME  (AGE)                 POSITION                         LENGTH  OF  SERVICE
-----------                 --------                         -------------------
<S>                         <C>                              <C>
Gregory B. Lipsker  (48)    President                        Since  1998  (1)

William R. Green  (60)      Vice  President/Asst. Secretary  Since  1993

Eunice R. Campbell  (53)    Secretary/Treasurer              Since  1992
</TABLE>

(1)     Gregory  B.  Lipsker  served  as the Company's Secretary from 1983 until
February,  1998

Executive  Officers  are  appointed  to  serve until the meeting of the Board of
Directors  following  the  next  annual  meeting of shareholders and until their
successors  have  been  elected  and  qualified.  There  are  no arrangements or
understandings  between  any  of  the  directors,  officers,  and  other persons
pursuant  to  which  such  person  was  selected  as  an  Executive  Officer.

Set  forth below is certain biographical information regarding each Director and
Executive  Officer  of  the  Company.

Gregory  B.  Lipsker  -  Mr.  Lipsker  is  a  practicing  attorney  in  Spokane,
Washington.  Mr. Lipsker's practice emphasizes corporate and securities matters.
Mr.  Lipsker is an Executive Officer and Director of Metaline Mining and Leasing
Company,  a  publicly-held,  inactive  mining  exploration  company.




Document Page: 6 of 21
<PAGE>

Dr.  William R. Green - William R. Green is a mining engineer and geologist, and
was  a  professor  of mining engineering at the University of Idaho from 1965 to
1983.  He  has been actively involved in the mining business since 1962 and is a
former  officer  and  director  of Yamana Resources and currently an officer and
director  of Canadian public companies: Maya Gold Limited and Petromin Resources
Ltd.,  and  US  companies Mines Management, Inc. and Metaline Mining and Leasing
Co.

Eunice  R.  Campbell  -  Mrs.  Campbell is a retired businesswoman. Prior to her
retirement  in  1987, Mrs. Campbell was the owner of Spokane Guaranty Company, a
stock  transfer  agency.  Mrs.  Campbell is an Executive Officer and Director of
Metaline  Mining  and  Leasing  Company,  a  publicly-held,  inactive  mining
exploration  company.

(C)     IDENTIFICATION  OF  CERTAIN  SIGNIFICANT  EMPLOYEES

The  Registrant  has  no  employees.
(D)     FAMILY  RELATIONSHIPS

There  is  no  family  relationship  between any Director, Executive Officer, or
person  nominated  or chosen by the Registrant to become a Director or Executive
Officer

(E)      INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

No  Director, or person nominated to become a Director or Executive Officer, has
been  involved  in  any  of  the  enumerated  events during the past five years.

(F)     PROMOTERS  AND  CONTROL  PERSONS

Not  Applicable

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Based  solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the  Registrant pursuant to Section 240.16a-3 during its most recent fiscal year
and  Form  5  and amendments thereto furnished to the Registrant with respect to
the  most  recent  fiscal year, no person who at any time during the fiscal year
was  a director, officer, beneficial owner of more than ten percent of any class
of equity securities of the Registrant registered pursuant to  Section 12 of the
Exchange Act, or any other person subject to Section 16 of the Exchange Act with
respect  to  the  Registrant  because  of  the requirements of Section 30 of the
Investment  Company  Act or Section 17 of the Public Utility Holding Company Act
("reporting  person)  that failed to file on a timely basis, as disclosed in the
above  Forms,  reports  required by Section 16(a) of the Exchange Act during the
most  recent  fiscal  year  or  prior  fiscal  years.

ITEM  10.     EXECUTIVE  COMPENSATION

(A)     EXECUTIVE  OFFICERS

The following table sets forth the compensation paid by the Company to its Chief
Executive  Officer  and  any other  executive officers whose total annual salary
and  bonus  exceeded  $100,000  during  the  past three fiscal years ("Executive
Officers").  Except  as  set forth below, no officer or Executive Officer of the
Company  received  compensation  in  excess  of  $100,000  during the past three
calendar  years.  This  information  includes the dollar value of base salaries,
bonus  awards  and  number  of  stock  options  granted,  and  certain  other
compensation,  if  any.

Document Page: 7 of 21
<PAGE>

<TABLE>
Summary  Compensation  Table
----------------------------
                                                        Long-Term Compensation
          Annual  Compensation                     Awards                 Payouts
-------------------------------------------  ----------------------  ------------------
(a)             (b)    (c)    (d)     (e)    (f)         (g)         (h)     (i)
Name                                 Other   Restricted  Securities
and                                  Annual  Stock       Underlying  LTIP     All Other
Principal       Year  Salary  Bonus  Comp.   Awards(1)   Options/    Payouts  Comp.
Position               ($)     ($)    ($)     ($)        SARs(#)      ($)      ($)
--------------  ----  ------  -----  ------  ----------  ----------  -------  ---------
<S>             <C>   <C>     <C>    <C>     <C>         <C>         <C>      <C>
Gregory B. 
Lipsker         1996    $0      $0     $0     $0             -0-        $0       $0
Secretary  
('96-'97)       1997    $0      $0     $0     $0             -0-        $0       $0
President 
('98)           1998    $0      $0     $0     $0             -0-        $0       $0
</TABLE>


<TABLE>
Aggregate  Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR values

(a)                        (b)             (c)        (d)               (e)
                                                      Number of
                                                      Securities        Value of 
                                                      Underlying        Unexercised In-
                       Shares                         unexercised       the-Money 
                       Acquired            Value      Options/SARS at   Options/SARS 
Name                   on Exercise         Realized   FY-End (#         at FY-End ($)
                                                      Exercisable/      Exercisable/
                                                      Unexercisable)    Unexercisable
---------------------  ------------------  ---------  ----------------  ---------------
<S>                    <C>                 <C>        <C>               <C>
Gregory  Lipsker            400,000         $2,000          0                  -0-
William  R.  Green          400,000         $2,000          0                  -0-
</TABLE>

(B)      DIRECTOR  COMPENSATION  FOR  LAST  FISCAL  YEAR
<TABLE>
                        Cash Compensation             Security Grants
                                                                          Number of
                    Annual     Meeting       Consulting    Number of      Securities
                    Retainer   Fees ($)      Fees/Other    Shares (#)     Underlying
Name                Fees ($)                 Fees ($)                     Options/SARs(#)
(a)                 (b)        (c)           (d)           (e)            (f)
------------------  ---------  ------------  ------------  -------------  ---------------
<S>                 <C>        <C>           <C>           <C>            <C>
Gregory  Lipsker      $500      -0-            -0-           50,000             0

William  R.  Green    $500      -0-            -0-           50,000             0

Eunice  Campbell      $500      -0-            -0-           50,000             0
</TABLE>




Document Page: 8 of 21
<PAGE>

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets out as of the date hereof, the names and shareholdings
of  beneficial owners known to the Company to own more than five percent (5%) of
the  common  stock  of  the  Company, each director and executive officer of the
Company,  and  the  shareholdings  of  all directors and executive officers as a
group. At such date, the number of issued and outstanding shares of common stock
of  the  Company  was  16,863,076.

<TABLE>
                                         Amount and Nature of
                                         Beneficial Ownership
Name  of  Person                         (all direct unless
or  Group  (1)                            otherwise noted)             % of class
--------------                           -------------------           ----------
<C>                                       <S>                           <S>
Principal  Shareholders:
------------------------
Albert  Zlotnick                               8,431,538                 50.00%
301  City  Ave.
Bala  Cynwyd,PA  19004

Directors  and  Executive  Officers:
------------------------------------

Eunice  R.  Campbell                             821,000                  4.87%
301  S.  Chestnut,  Ste.  #6
Spokane,  WA  99204

William  Green                                   636,000                  3.77%
905  W.  Riverside,  Ste.  311
Spokane,  WA  99201

Greg  Lipsker                                    887,000                  5.20%
714 Washington Mutual Financial Center
601 W. Main Avenue
Spokane, WA  99201

All  executive  officers  and                  2,344,000                  13.90%
directors as a group (3 persons)

</TABLE>

(1)     The  positions  of those persons who are directors or executive officers
of  the  Registrant  are  set  out  in  Item  9.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(A)     TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

In February, 1998, two Directors, William Green and Greg Lipsker, each exercised
options  to  acquire  400,000 shares of the Company's common stock at a price of
$.005  per  share.  The  options  were granted in 1994 consideration of services
performed by the individuals on behalf of the Registrant. Each of optionees paid
the  $2,000 option price with a non-recourse 8% promissory note due on or before
January  25, 2000. The shares purchased are held by the Registrant as collateral
for  the  promissory  notes.



Document Page: 9 of 21
<PAGE>

(B)     CERTAIN  BUSINESS  RELATIONSHIPS

None

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     The  following  documents  are  filed  as  part  of  the  report:

     1.  Financial  Statements
                                                                      Document
                                                                          Page
         Independent  Auditors'  Reports                                 11-12

         Balance  Sheet
         December  31,  1998  and  1997                                     13

         Statements  of  Income  (Loss))
         for  the  years  ended  December  31,  1998,  1997,  and  1996     14

         Statements  of  Stockholders'  Equity
         for  the  years  ended  December  31,  1998,  1997,  and  1996     15

         Statements  of  Cash  Flows
         for  the  years  ending  December  31,  1998,  1997,  and  1996    16

         Notes  to  Financial  Statements                                17-19




CIMARRON-GRANDVIEW  GROUP,  INC.

FINANCIAL  STATEMENTS  AND
INDEPENDENT  AUDITORS'  REPORTS

DECEMBER  31,  1998  AND  1997

CONTENTS


                                                    Report 
                                                    Page

INDEPENDENT  AUDITORS'  REPORTS                     2-3
FINANCIAL  STATEMENTS:

     Balance  sheets                                  4

     Statements  of  income                           5

     Statements  of  stockholders'  equity            6

     Statements  of  cash  flows                      7

     Notes  to  financial  statements              8-10





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<PAGE>


                         INDEPENDENT  AUDITORS'  REPORT





Board  of  Directors
Cimarron-Grandview  Group,  Inc.
Spokane,  Washington


We have audited the accompanying balance sheet of Cimarron-Grandview Group, Inc.
(a  Washington  corporation)  as  of  December  31,  1998, and the statements of
income,  stockholders'  equity,  and cash flows for the year then ended .  These
financial  statements  are  the  responsibility  of  the  Company's  management.
Our  responsibility  is  to  express  an  opinion  on these financial statements
based  on  our  audit.


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

In  our  opinion, the  financial statements referred to above present fairly, in
all material respects, the  financial position of Cimarron-Grandview Group, Inc.
as  of  December  31, 1998, and the results of its operations and its cash flows
for  the  year  then  ended,  in  conformity  with generally accepted accounting
principles.

/s/ LeMaster & Daniels PLLC

Spokane,  Washington
March  22,  1999



















                                              2

Document Page: 11 of 21
<PAGE>




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Cimarron-Grandview Group, Inc.
Spokane, Washington


We  have   audited  the   accompanying   balance  sheet  of   CIMARRON-GRANDVIEW
GROUP,  INC.  (A  Washington  Corporation)  as  of  December  31, 1997 and 1996,
and  the  related  statements  of  income  and  retained earnings, stockholders'
equity  and  cash  flows  for  each  of  the  three  years  in  the period ended
December  31,  1997.  These  financial  statements  are  the  responsibility  of
the  Company's  management,  our  responsibility  is  to  express  an opinion on
these  financial  statements  based  on  our  audit.

We  conducted  our   audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and  perform the audit to
obtain  reasonable  assurance  about  whether   the  financial   statements  are
free  of  material  misstatement.  An  audit  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.  We  believe  that  our audits
provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  financial  statements  referred to above present fairly,
in  all  material  respects,   the  financial  position  of   CIMARRON-GRANDVIEW
GROUP,  INC.  (A  Washington  Corporation)  as  of  December  31, 1997 and 1996,
and  the  results  of  its  operations  and its cash flows for each of the three
years  in  the  period  ended  December  31,  1997  in conformity with generally
accepted  accounting  principles.


/s/ ROBERT MOE & ASSOCIATES, P.S.


Spokane, Washington
March 16, 1998
















                                             3

Document Page: 12 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.
BALANCE  SHEETS

<TABLE>

                                                               December  31,
                                                        ---------------------------
                                                             1998          1997
                                                        ------------   ------------
<S>                                                     <C>            <C>
ASSETS

CURRENT  ASSETS:

     Cash in bank                                       $    24,988    $     1,248
     Temporary  cash  investments                             3,700          7,049
                                                        ------------   ------------

     Total  current  assets                                  28,688          8,297

SECURITIES                                                   10,964         24,774

MINING  PROPERTIES                                            3,911         34,043
                                                        ------------   ------------

                                                        $    43,563    $    67,114
                                                        ============   ============

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CURRENT  LIABILITIES:

     Accounts  payable                                  $     2,267    $       767
                                                        ------------   ------------

STOCKHOLDERS'  EQUITY:

Common stock-50,000,000 shares, no par value,
     authorized; 7,881,254 and 7,081,254 shares
     issued  and  outstanding,  respectively                591,799        587,799
Note  receivable,  stock  purchase                           (4,000)           -
Accumulated  other  comprehensive  income:
      Unrealized  loss,  marketable  securities             (26,547)       (26,387)
Retained  earnings  (deficit)                              (519,956)      (495,065) 
                                                        ------------   ------------

Total  stockholders'  equity                                 41,296         66,347
                                                        ------------   ------------

                                                        $    43,563    $    67,114
                                                        ============   =============

</TABLE>


See  accompanying  notes  to  financial  statements.


                                           4

Document Page: 13 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.

STATEMENTS  OF  INCOME

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                       ------------------------------------------
                                           1998           1997           1996
                                       ------------   ------------   ------------
<S>                                    <C>            <C>            <C>
INCOME:

     Dividend  and interest income     $       764    $     1,182    $     1,752
     Timber  sale                              -              -            1,000
                                       ------------   ------------   ------------

                                               764          1,181          2,752
                                       ------------   ------------   ------------

EXPENSES:

     Directors'  fees                        1,500         5,740           4,660
     Professional  fees                     19,707         9,577           2,550
     Office  rent  and  telephone              -             310             310
     Office  expense                         2,016           115             459
     Real  and  property  taxes                -             481             502
     Taxes,  licenses,  and  fees              930           331             259
                                       ------------   ------------   ------------

                                            24,153        16,554           8,740
                                       ------------   ------------   ------------

LOSS  BEFORE  OTHER  INCOME  (EXPENSE)     (23,389)      (15,373)         (5,988)
                                       ------------   ------------   ------------

OTHER  INCOME  (EXPENSE):

     Income (loss) from partnership 
       interests                              (182)         (119)            522
      Loss  on  sale  of  investment        (1,320)          -               -
      Impairment  of  long-lived  asset        -         (70,000)            -
                                       ------------   ------------   ------------

                                            (1,502)      (70,119)            522
                                       ------------   ------------   ------------

NET  LOSS                              $   (24,891)   $  (85,492)    $    (5,466)
                                       ============   ============   ============

BASIC  INCOME  (LOSS)  PER  SHARE      $        NIL   $    (0.01)    $        NIL
                                       ============   ============   =============
</TABLE>




See  accompanying  notes  to  financial  statements.
                                          5

Document Page: 14 of 21
<PAGE>
CIMARRON-GRANDVIEW  GROUP,  INC.

STATEMENTS  OF STOCKHOLDERS' EQUITY     
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

(Begin 9pt type)
<TABLE>
<CAPTION>
                                               Notes        Accumulated
                     Number  of                Receivable/  Other          Retained
                     Shares       Common       Stock        Comprehensive  Earnings
                     Outstanding  Stock        Option       Income         (Deficit)    Total
                     -----------  -----------  -----------  -------------  -----------  -----------
<S>                  <C>          <C>          <C>          <C>            <C>          <C>
BALANCE, 
DECEMBER 31, 1995     6,337,254   $  580,359   $       -    $    (20,987)  $ (404,107)  $  155,265 

ADD  (DEDUCT):
COMPREHENSIVE INCOME:
Net  loss                   -            -             -             -         (5,466)      (5,466)
Unrealized loss in 
marketable securities       -            -             -          (1,152)         -         (1,152)
                                                                                        -----------
    COMPREHENSIVE  
    INCOME  (LOSS)          -            -             -             -            -          6,618
                                                                                        -----------
Shares issued to 
directors for 
services                 400,000       4,000           -             -            -          4,000 
                     -----------  -----------  -----------  -------------  -----------  -----------
BALANCE, 
DECEMBER 31, 1996      6,737,254     584,359           -         (22,139)    (409,573)     152,647 

ADD  (DEDUCT):
COMPREHENSIVE  INCOME:
Net  loss                    -           -             -             -        (85,492)     (85,492)
Unrealized loss in 
marketable securities        -           -             -          (4,248)         -         (4,248)
                                                                                        -----------
    COMPREHENSIVE 
    INCOME (LOSS)            -           -             -             -            -        (89,740)
                                                                                        -----------
Shares issued to 
directors fo  services   344,000       3,440           -             -            -          3,440 
                     -----------  -----------  -----------  -------------  -----------  -----------
BALANCE,  
DECEMBER 31, 1997      7,081,254     587,799           -         (26,387)    (495,065)      66,347 

ADD  (DEDUCT):
COMPREHENSIVE  INCOME:
Net  income (loss)           -           -             -             -        (24,891)     (24,891)
Unrealized loss in 
marketable securities        -           -             -            (160)         -           (160)
                                                                                        -----------
    COMPREHENSIVE 
    INCOME (LOSS)            -           -            -              -            -        (25,051)
                                                                                        -----------
Shares issued in  
exchange for note        800,000       4,000       (4,000)           -           -             -
                     -----------  -----------  -----------  -------------  -----------  -----------
BALANCE,  
DECEMBER 31, 1998      7,881,254  $  591,799   $   (4,000)  $    (26,547)  $ (519,956)  $   41,296
                   =========  ==========  =========  ============  =========  ==========
(End 9pt type)
</TABLE>
See  accompanying  notes  to  financial  statements.
                                              6
Document Page: 15 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.

STATEMENTS  OF  CASH  FLOWS

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                       ------------------------------------------
                                           1998           1997           1996
                                       ------------   ------------   ------------
<S>                                    <C>            <C>            <C>
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                            $  (24,891)   $   (85,492)    $   (5,466)
Adjustments to reconcile net 
  loss to net cash provided by 
  (used in) operations:
    Loss (income) from partnership 
      interest                                 132             73           (573)
    Stock issued for services                  -            3,440          2,560
    Impairment loss on Scandia 
      property                                 -           70,000            -
    Gain (loss) on sale of 
      securities                               (69)           -              -
    Gain (loss) on sale of  
      mining properties                      1,389            -              -
Increase (decrease) in:
    Accounts payable                         1,500          (3,220)          -
                                       ------------   ------------   ------------
      Net cash provided by (used in) 
          operating activities               2,952         (15,199)       (3,479) 
                                       ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of securities            13,719             -             -
Proceeds from sale of mining property       28,611             -             -
                                       ------------   ------------   ------------
      Net cash provided by 
         investing activities               42,330             -             -
                                       ------------   ------------   ------------
NET INCREASE (DECREASE) IN CASH             20,391        (15,199)        (3,479)
CASH,  BEGINNING  OF  YEAR                   8,297         23,496         26,975
                                       ------------   ------------   ------------
CASH,  END  OF  YEAR                   $    28,688    $     8,297    $    23,496
                                       ============   ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
    Income  taxes                      $        -     $       -      $       -
    Interest                                    -             -              -

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
     FINANCING ACTIVITIES:
    Common stock issued in exchange 
       for note                        $      4,000   $       -      $       -
    Common stock issued for services            -           3,440          4,000
    Increase (decrease) in 
       partnership interests                   (132)          (73)           573
</TABLE>
See  accompanying  notes  to  financial  statements.
                                          7
Document Page: 16 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.

NOTES  TO  FINANCIAL  STATEMENTS

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

Organization:

The  Company  was  incorporated in the State of Washington in 1927.  Although it
has  previously  been  engaged  in  mineral  exploration  and  continues to hold
interests in mineral exploration properties, the Company currently has no active
business operations.  The Company is currently seeking to acquire an interest in
a  business  opportu-nity.

Summary  of  Significant  Accounting  Policies:

a.     Cash  includes  short-term cash investments that have an initial maturity
of  90  days  or  less.

The  Company's  marketable  securities are stated at estimated fair value at the
balance-sheet  dates  and unrealized losses are reported in stockholders' equity
as  accumulated  other comprehensive income.  All such securities are considered
to  be  available-for-sale.  Gains  and losses are determined using the specific
identification  method.

c.     The Company capitalizes acquisition and exploration costs on nonoperating
mining  properties  and  mineral  rights for accounting and income tax purposes.
Upon  commencement  of operations, the capitalized costs will be amortized based
on  proven  or  probable  reserves by the unit of production method so that each
unit  produced  is  assigned  a  prorata  portion of the unamortized acquisition
costs.

d.     Capitalized  costs  are  charged  to operations as impairment losses when
title to the property has expired or when management believes the properties are
not  economically  feasible  to  develop  or  hold  for  future  development.

5.     Deferred  income  tax  assets are recognized for the estimated future tax
benefits  of  tax-basis  operating  losses  being  carried forward.  A valuation
allowance for deferred tax assets is also recognized when appropriate.

6.     In  1998,  the  Company  adopted  SFAS  No.  130, Reporting Comprehensive
Income,  which  establishes  rules for the reporting of comprehensive income and
its  components.  Comprehensive income consists of net income (loss) and changes
in unrealized losses on securities available-for-sale.  The adoption of SFAS 130
had  no  impact  on total stockholders' equity.  Prior year financial statements
have  been  reclassified  to  conform  to  the  SFAS  130  requirements.

7.     Basic  loss  per  share  is computed using the weighted average number of
shares  outstanding  during the years (7,481,000 in 1998, 6,909,000 in 1997, and
6,537,000 in 1996).  Diluted loss per share was the same as basic loss per share
for  the  years  presented.

h.     The  preparation  of  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosures  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  could  differ  from  those  estimates.

                                          8
Document Page: 17 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.

NOTES  TO  FINANCIAL  STATEMENTS

NOTE  2  -  SECURITIES:

Following  is  a  summary  of  marketable securities as of December 31, 1998 and
1997:
<TABLE>
                                                            1998        1997
                                                       -----------   -----------
     <S>                                               <C>           <C>
     Aggregate fair value of marketable securities     $   10,964    $   24,774
     Gross unrealized holding losses                       26,547        26,387
     Amortized cost basis                                  37,511        51,161
</TABLE>

Changes in marketable securities for the years ended December 31, 1998 and 1997,
are  as  follows:

<TABLE>
                                                            1998        1997
                                                       -----------   -----------
     <S>                                               <C>           <C>
     Cost, as of January 1                             $   51,161    $   51,161
     Sale of securities                                   (13,650)          -
     Unrealized loss, as of December 31                   (26,547)      (26,387) 
                                                       -----------   -----------
     Fair  value,  as  of  December  31                $   10,964    $   24,774
                                                       ===========   ============
</TABLE>

NOTE  3  -  MINING  PROPERTIES:

Investments in mining properties, net of impairment losses recognized, consisted
of  the  following:

<TABLE>
                                                            1998        1997
                                                       -----------   -----------
<S>                                                    <C>           <C>

Partnership interest in two units of Pondera Partners,
Ltd., a drilling project located in Teton County, 
Montana  (at cost less equity in partnership losses)    $    3,911    $   4,043
Approximately 72 acres of surface and mineral rights
Located in northern Stevens County, Washington 
(see  note  6)                                                 -            -
Approximately 6,130 acres of patented mineral rights 
Located in northern  Stevens  County,  Washington              -            -
Approximately 110 acres of mineral rights and mining  
property ("Scandia  property") located in northern
Stevens  County, Washington, net of $70,000 impairment
loss recognized in  1997                                       -         30,000
                                                        -----------   -----------
         Totals                                         $    3,911    $  34,043
                                                        ===========   ===========
</TABLE>

                                          9
Document Page: 18 of 21
<PAGE>

CIMARRON-GRANDVIEW  GROUP,  INC.

NOTES  TO  FINANCIAL  STATEMENTS


NOTE  4  -  COMMON  STOCK:

The  Company's  Articles  of  Incorporation  were  amended  March  31,  1982, to
reclassify  shares  and reduce capital to $350,000, comprising 50,000,000 shares
of  no par value common stock.  Each share of the capital stock of the par value
of  $.10  per  share  previously  outstanding was changed to one share of no par
value  common  stock.  The  Articles  were  amended July 11, 1990, to change the
Company's name from Grandview Mines, Inc., to Cimarron Gas & Oil, Inc., and were
amended  on July 25, 1990, to change the Company's name from Cimarron Gas & Oil,
Inc.,  to  Cimarron-Grandview  Group,  Inc.

In  February  1998,  two  directors  of the Company purchased a total of 400,000
common  shares at $.005 per share.  The shares were purchased in exchange for an
8 percent nonrecourse promissory note, which has been reported as a reduction of
stockholders'  equity  at  December  31,  1998.

The  accompanying  financial statements reflect reclassifications of the cost of
previously  acquired  treasury  stock  in  accordance with Washington state law.
Such  cost  has  been  reclassified to reduce the balances of outstanding common
stock  and  retained earnings.  In addition, previously reported paid-in capital
has  been  combined  with  the  balance  no-par  value  common  stock.  These
reclassifications  had  no  effect  on  total  stockholders' equity or net loss.

NOTE  5  -  FEDERAL  INCOME  TAX:

At  December  31,  1998 and 1997, the Company had deferred tax assets of $37,000
and  $33,000,  respectively,  which were fully reserved by valuation allowances.
For 1998, 1997, and 1996, the Company has recognized no net tax benefits for its
operating  losses  in  the  statements of income, as valuation allowances offset
such  benefits.  Changes in the deferred tax asset valuation allowance for 1998,
1997,  and 1996, relate only to corresponding changes in the deferred tax assets
for  those  years.

At  December  31,  1998,  the  Company  had a net operating loss carryforward of
$247,293  which  is available to offset future taxable income.  The carryforward
expires  in  various  amounts  from  1999  through  2018.

NOTE  6  -  SUBSEQUENT  EVENTS:

On  January  11,  1999,  the  Company sold approximately 34 acres of surface and
mineral  rights  located  in  northern  Stevens  County  for  $25,000  cash.

On  February  24,  1999,  400,000 shares of Cimarron common stock was issued and
exercised by Company directors.  The exercised price is $.005 per share, payable
by  a  one-year  nonrecourse  promissory  note bearing interest at 8 percent per
annum.  Also,  the Company issued restricted stock grants (50,000 each) to three
directors  for  services.

On  March  4,  1999,  the  Company sold 8,431,538 shares of its common stock for
$100,000.




                                          10
Document Page: 19 of 21
<PAGE>

3.  Exhibits  required  by  Item  601


(1)     Underwriting  Agreement.                                    (1)
(2)     Plan  of  Acquisition,  reorganization,  arrangement,
        liquidation  or  succession.                                (1)
(3)(i)  Articles  of  Incorporation                                 (2)
(3)(ii) Bylaws.                                                     (2)
(4)     Instruments  defining  the  rights  of  security  holders,
        including  indentures.                                      (1)
(9)     Voting  trust  agreements.                                  (1)
(10)    Material  contracts.                                        (1)
(11)    Statement  re:  computation  of  per  share  earnings.      (1)
(12)    Statements  re:  computation  of  ratios.                   (1)
(13)    Annual  report  to  security  holders,  Form  10Q
        or  quarterly  report  to  security  holders.               (1)
(16)    Letter  re:  change  in  certifying  accountant.            (2)
(18)    Letter  re:  change  in  accounting  principles.            (1)
(19)    Subsidiaries  of  the  Registrant.                          (1)
(22)    Publisher  report  regarding  matters  submitted
        to  vote  of  security  holders.                            (1)
(23)    Consents  of  Experts  and  counsel.                               EX 23
(24)    Power  of  Attorney.                                        (1)
(27)    Financial Data Schedule                                            EX 27
(99)    Additional  Exhibits.                                       (1)

               (1)  These  items  have either been omitted or are not applicable
               (2)  Incorporated  by  reference  to  previous  filing

(b)     No  reports  have  been filed on Form 8-K during the last fiscal quarter
covered  by  this  report.

(c)     Exhibit  (23),  Consent  of  Accountants,  is  filed  herewith

(d)     Financial  Statements  are  filed  herewith




SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D)  OF  THE  EXCHANGE  ACT  BY  NON-REPORTING  ISSUERS

Not  Applicable

















Document Page: 20 of 21
<PAGE>






SIGNATURES


In  accordance  with  Section  13  or 15(d) of the Exchange Act , the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

CIMARRON-GRANDVIEW  GROUP,  INC     .
(Registrant)

By:  /s/ Gregory B. Lipsker                         Date:  4/14/99
GREGORY  B.  LIPSKER,  President
 (Principal  Executive  Officer)


By:  /s/ Eunice R. Campbell                         Date:  4/14/99
EUNICE  R.  CAMPBELL,  Secretary/Treasurer
 (Principal  Financial  Officer)


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



/s/ Gregory B. Lipsker                              Date:  4/14/99
GREGORY  B.  LIPSKER,   
Director


/s/ William R. Green                                Date:  4/14/99
WILLIAM  R.  GREEN,    
Director

/s/ Eunice Campbell                                 Date:  4/14/99
EUNICE  CAMPBELL,      
Director















<PAGE>