SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
      ACT  OF  1934 FOR  THE  FISCAL  YEAR  ENDED  JUNE  30,  1998,

OR  [  ]  Transition  Report  Under  Section  13  or  15  (d) of the Securities
 Exchange  Act  of  1934  For  the  transition  period  ________,

Commission  File  No.  0-18866
                                LOCH HARRIS, INC.
                                -----------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                         87-0418799
   -------------------------                              ----------------
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation  or  organization)                        Identification  No.)

                                14205 Burnet Rd.
                     --------------------------------------
                    (Address of principal executive offices)

                              Austin, Texas 78728
                     --------------------------------------
                     (Address of previous executive offices)

                                 (512) 328-7808
                   ------------------------------------------
                (Issuer'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:

                          Common Stock $0.01 Par Value
                          ----------------------------
                                (Title of Class)

Indicate  by check mark whether the Issuer (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  for  the  past  90  days.   YES  [  ]  NO  [  X]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  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 of Part III of this Form 10 KSB, or any amendment to
this  Form  10-KSB.  [X]

Issuer  reported  no  revenue  for  the  year  ended  June  30,  1998.

The  aggregate  market  value of the voting common equity held by non-affiliates
computed  by  reference to average bid and asked price of such common equity, as
of  March 15, 1999 is $5,067,096.  On this date approximately 202,683,836 shares
were  held  by  non-affiliates.

 As  of March 15, 1999, the issuer had 232,183,836 shares of its $0.01 par value
common  stock  outstanding.

                                        1
<PAGE>
                                   FORM 10-KSB

                                     PART I
ITEM  1  -  BUSINESS

Business  Development
---------------------
Loch  Harris,  Inc.  (the  Company)  was  incorporated under Nevada law as Green
Resources,  Inc.  on  March  13,  1985, which merged with Innovative Health Care
Products  Corporation,  a  Colorado  corporation on June 16, 1986.  The name was
changed  in  July  of  1986  to  Eclectix, which merged in 1988 with Loch Harris
Energy,  Inc.,  a  Delaware corporation involved in oil and gas operations.  The
name  was  changed  to  Loch  Harris,  Inc.  in  September  of  1988.

Business  of  Issuer
--------------------
The  initial health and medical business declined prior to the 1988 merger.  The
subsequent  oil  and  gas  operations  ceased  by  late  1989 due to unfavorable
industry  conditions  and  the drastic fall in oil and gas prices.  Loch Harris,
Inc.  elected  to  remain inactive until restructuring efforts initiated in 1992
were  completed.

In September of 1993, the Company acquired for common stock P.C. Sentry, Inc., a
Texas  corporation,  which  had  developed a sophisticated computer surveillance
monitoring system (Sentry 93000 Notification System).  In November 1993, Company
purchased  with  common  stock  an electronic telephone message software program
(InfoNotes).  During  the  six  months ended June 30, 1997, the Company patented
certain  technologies  in  relationship to the Sentry 93000 Notification System.

The  Company  established  AgraTech  International,  Inc. in January of 1997 and
InfoTech  International  Systems,  Inc.  in  April  of  1997,  two  wholly owned
subsidiaries.   In May 1997, the Company acquired, for common stock and cash, an
interest  in  an  Oklahoma  oil  and gas operation and purchased for cash select
assets,  including technology, designs and working papers for a solar pump, from
a  Nevada Corporation, U. S. Aerodyne.  In June 1997, the Company entered into a
joint  venture  agreement  to  purchase  Tuli  cattle  for  development  and
reproduction.  Subsequent to June of 1997, the Company filed a lawsuit to obtain
possession  of  a portion of the Tuli cattle herd.  During 1998, the lawsuit was
settled,  the  joint  venture  was dissolved and the Company obtained 36 head of
cattle  and  moved  them  to  a  ranch  in  Fredericksburg,  Texas.

During  July  of 1997, the Company established three additional subsidiaries, US
Aerodyne,  Ltd.,  PetroTech Resources International, Inc. and Chemical Detection
Technology,  Inc.  Late  in  1997,  the  Company  expanded operations to include
chemical  detection  applications.

At  June  30,  1998,  the  Company  continued  with  development of the software
systems, the Tuli cattle venture, the Oklahoma oil and gas operations, the solar
pump  models  and  the  chemical detection units.  The Company did not incur any
research  and  development  costs during the year ended June 30, 1998 or the six
months  ended  June  30,  1997.  There  are  no  significant  effects on Company
operations  from  environmental  regulations.

ITEM  2  -  PROPERTIES

During  the  six  months ended June 30, 1997, the Company purchased for $100,000
and 4,000,000 shares of the Company's common stock, an 80% interest in leasehold
estates  in  Okmulgee County, Oklahoma including existing equipment.  Due to the
restrictions  on the common stock (Rule 144), the common stock was valued at 20%
of  the  quoted  stock  price  of  $0.57  on the date of the sale.  No value was
assigned to the equipment due to the wells requiring substantial workovers to be
productive.

ITEM  3  -  LEGAL  PROCEEDINGS
As  of  June  30,  1998,  there  were  no  material  pending  legal proceedings.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

                                        2
<PAGE>
During the second calendar quarter of 1998, there were no matters submitted to a
vote  of  security  holders.

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  STOCK  AND  RELATED  STOCKHOLDER  MATTERS

The Company issues common stock with dividends and voting rights which is listed
for  trading  on  the  Over-the-Counter  Bulletin  Board  (OTC:BB).

On  October  15,  1997,  the  Company  amended  its articles of incorporation to
increase  the number of  authorized shares of common stock to 300,000,000 shares
at  $0.01  par  value  per  share.

As of June 30, 1998, there were 914 shareholders of record.  The Company did not
declare  a  cash  dividend  for the year ended June 30, 1998, for the six months
ended  June  30,  1997,  or  for  the  quarter  ended  September  30,  1998.

The  following table indicates the range of high and low closing bid information
for the Company's common stock, as obtained from National Quotation Bureau, LLC.
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.


                                    Closing  Bid
                                  -----------------
Period  Ending                    High          Low
--------------------              ----          ---
March  31,  1997                 .14           .12
June  30,  1997                  .32           .30

September  30,  1997             .24           .19
December  31,  1997              .13           .09
March  31,  1998                 .08           .06
June  30,  1998                  .13           .06

September 30,  1998              .06           .06
December  31,  1998              .06           .06


ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  cash requirements of the Company remain minimal at the present time and the
Company  is  currently  debt  free.   To properly provide for development of its
products  and expansion of its operations, the Company will be required to raise
additional  funds  during  the  next  twelve  months.  The  Company  anticipates
obtaining  operating  funds through additional significant capital contributions
by  interested  investors.

As  of June 30, 1998, management is committed to continue the development of the
Sentry  93000  Notification  System  and  InfoNotes system, the Tuli cattle, the
Oklahoma  oil  and  gas  operations,  the  solar  pump  models  and the chemical
detection  applications.  Additionally,  the Company plans to extend the company
into  the  acquisitions  of  other  state-of-the-art  technologies.
ITEM  7  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTAL  DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                        3
<PAGE>
<TABLE>
<CAPTION>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page
                                                                      ----
<S>                                                                    <C>
Report of Independent Auditors                                          5

Consolidated Balance Sheet as of June 30, 1998 and June 30, 1997        6

Consolidated Statements of Operations for year ended June 30, 1998
     and six months ended June 30, 1997                                 7

Consolidated Statements of Shareholders' Equity for the year ended
     June 30, 1998 and six months ended June 30, 1997                   8

Consolidated Statement of Cash Flows for the year ended June 30, 1998
     and six months ended June 30, 1997                                 9

Notes to Consolidated Financial Statements                             10
</TABLE>

                                        4
<PAGE>
                         BROWN, GRAHAM AND COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS



To  the  Board  of  Directors
Loch  Harris,  Inc.

                          INDEPENDENT AUDITOR'S REPORT

We  have  audited  the  accompanying consolidated balance sheets of Loch Harris,
Inc.  (the  "Company")  as  of  June 30, 1998 and June 30, 1997, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  year  ended  June  30,  1998  and  six  months  ended June 30, 1997.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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 consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of  Loch Harris,  Inc.
as  of June 30, 1998, and June 30, 1997, and the results of their operations and
cash flows for the year ended June 30, 1998, and six months ended June 30, 1997,
in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company  has  suffered  losses  from
operations  for  the  year  ended  June 30, 1998, and  six months ended June 30,
1997,  and  the  years ended December 31, 1996 and 1995, which raise substantial
doubt  about  its  ability  to  continue  as  a  going  concern.  The  financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.


                                  /S/     Brown,  Graham  and  Company,  P.C.

Georgetown,  Texas
March  27,  1999

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                LOCH HARRIS, INC.
                           CONSOLIDATED BALANCE SHEETS
                         JUNE 30, 1998 AND JUNE 30, 1997

ASSETS                                                 1998           1997
-------------------------------------------------  -------------  -------------
<S>                                                <C>            <C>
Current assets
   Cash                                            $     56,158   $    354,716 

Oil and gas properties, using successful efforts
   accounting, net of accumulated depreciation,
   amortization and impairment (Note 2 ):
      Proved undeveloped properties                     221,694        221,694 
Property and equipment, net of
   accumulated depreciation (Note 3)                    100,777        112,342 
Other assets (Note 4)                                    60,991         57,948 
                                                   -------------  -------------

         Total assets                              $    439,620   $    746,700 
                                                   =============  =============

Current liabilities:
   Accounts payable                                $     31,642   $     36,765 
   Accrued liabilities                                      -0-         18,442 
                                                   -------------  -------------

      Total current liabilities                          31,642         55,207 
                                                   -------------  -------------

Shareholders' equity:
   Common stock, $.01 par value;
      300,000,000 shares authorized;
      207,832,241 and 110,179,385 shares issued
       and outstanding, respectively (Note 5)         2,078,322      1,101,794 
   Additional paid in capital (Note 5)               13,087,388     11,723,508 
   Retained deficit                                 (14,692,482)   (12,133,809)
   Treasury stock (Note 5)                              (65,250)           -0- 
                                                   -------------  -------------

      Total shareholders' deficit                       407,978        691,493 
                                                   -------------  -------------
      Total liabilities and shareholders' deficit  $    439,620   $    746,700 
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                 LOCH HARRIS, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
            YEAR ENDED JUNE 30, 1998 AND SIX MONTHS ENDED JUNE 30, 1997

                                                           1998           1997
                                                       -------------  -------------
<S>                                                    <C>            <C>
Revenues                                               $          -   $          - 
                                                       -------------  -------------
Operating expenses:
   General and administrative                               302,798        145,887 
   Consulting services                                    2,040,929        833,677 
   Salaries and benefits                                    187,439         45,630 
   Depreciation and amortization                             27,507          3,035 
   Write-off of abandoned properties                              -         37,371 
   Impairment of long-lived assets                                -        338,318 
                                                       -------------  -------------

Total operating expenses                                  2,558,673      1,403,918 
                                                       -------------  -------------

Net loss                                               $ (2,558,673)  $ (1,403,918)
                                                       =============  =============

Basic and diluted net loss per share                   $       (.02)  $       (.01)
                                                       =============  =============

Basic and diluted weighted average shares outstanding   151,643,397    100,909,302 
                                                       =============  =============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                LOCH HARRIS, INC.
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           YEAR ENDED JUNE 30, 1998 AND SIX MONTHS ENDED JUNE 30, 1997

                                                                            Retained
                                Number of                  Additional       Earnings      Treasury
                                 Shares       Amount    Paid in Capital     (Deficit)      Stock        Total
                               -----------  ----------  ----------------  -------------  ----------  ------------
<S>                            <C>          <C>         <C>               <C>            <C>         <C>
BALANCE AT DECEMBER 31, 1996    94,564,385  $  945,644  $      9,691,603  $(10,729,891)  $       -   $   (92,644)

Common stock issued for:
   Services                     11,615,000     116,150           606,840             -           -       722,990 
   Purchases of property
       And equipment             4,000,000      40,000           416,000             -           -       456,000 

Additional cash contribution                                                                     -               
    (Note5)                              -           -         1,009,065             -                 1,009,065 

Net loss                                 -           -                 -    (1,403,918)          -    (1,403,918)
                               -----------  ----------  ----------------  -------------  ----------  ------------

BALANCE AT JUNE 30, 1997       110,179,385  $1,101,794  $     11,723,508  $(12,133,809)  $       -   $   691,493 

Common stock issued for:
   Cash                         47,494,288     474,943           126,366                         -       601,309 
   Services                     50,158,568     501,585         1,237,514             -           -     1,739,099 

Treasury Stock                           -           -                 -             -     (65,250)      (65,250)

Net loss                                 -           -                 -    (2,558,673)          -    (2,558,673)
                               -----------  ----------  ----------------  -------------  ----------  ------------

BALANCE AT JUNE 30, 1998       207,832,241  $2,078,322  $     13,087,388  $(14,692,482)  $ (65,250)  $   407,978 
                               ===========  ==========  ================  =============  ==========  ============
</TABLE>
The  accompanying  notes  are  an  integral  part of these financial statements.

                                        8
<PAGE>
<TABLE>
<CAPTION>
                                     LOCH HARRIS, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                YEAR ENDED JUNE 30, 1998 AND SIX MONTHS ENDED JUNE 30, 1997

                                                                    1998          1997
                                                                ------------  ------------
<S>                                                             <C>           <C>
Cash flows from operating activities:
   Net loss                                                     $(2,558,673)  $(1,403,918)
                                                                ------------  ------------
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
        Depreciation and amortization                                27,507         3,034 
        Impairment of long-lived assets                                   -       338,318 
        Common stock issued for services                          1,739,099       722,990 
        Decrease in accounts payable                                 (5,123)      (63,479)
        Decrease in accrued liabilities                             (18,442)       18,442 
                                                                ------------              
          Total adjustments                                       1,743,041     1,019,305 
                                                                              ------------

          Cash flows from operating activities                     (815,632)     (384,613)
                                                                ------------  ------------

Cash flows from investing activities:
      Cash payments for the purchase of property and equipment       (9,485)     (217,736)
      Cash payment for the purchase of other assets                  (9,500)      (52,000)
                                                                ------------  ------------
         Cash flows from investing activities                       (18,985)     (269,736)
                                                                ------------  ------------

Cash flows from financing activities:
      Cash payments for purchase of treasury stock                  (65,250)            - 
      Proceeds from sale of common stock                            601,309     1,009,065 
                                                                ------------  ------------
          Cash flows from financing activities                      536,059     1,009,065 
                                                                ------------  ------------

Net increase (decrease) in cash                                    (298,558)      354,716 

Cash and cash equivalents - beginning of year                       354,716             - 
                                                                ------------  ------------

Cash and cash equivalents - end of year                         $    56,158   $   354,716 
                                                                ============  ============

Supplemental disclosures of cash flow information:
    Common stock issued for services                            $ 1,739,099   $   722,990 
                                                                ============  ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        9
<PAGE>

                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           YEAR ENDED JUNE 30, 1998 AND SIX MONTHS ENDED JUNE 30, 1997

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

NATURE  OF  BUSINESS  AND  ORGANIZATION:
Loch  Harris, Inc. (the "Company") (formerly Eclectix, Inc.) was organized under
the  laws of the State of Nevada on March 13, 1985.  On July 31, 1988, Eclectix,
Inc.  entered into an agreement and plan of reorganization with the shareholders
of Loch Harris Energy, Inc., in which Eclectix, Inc. acquired 100% of the common
stock of Loch Harris Energy, Inc.  As part of the reorganization, Eclectix, Inc.
changed  its  name  to Loch Harris, Inc.  During the period ended June 30, 1997,
the  Company  changed  its fiscal year to June 30 and filed a transition report.

Prior  to  1990,  the  Company was involved in the acquisition, development, and
production  of  oil  and  gas reserves.  During 1989, severe economic conditions
forced  the  Company  to  cease operations and the Company remained in a dormant
state  until  1993.  During  the  year  ended  December  31,  1993,  the Company
purchased  P.C.  Sentry,  Inc. which owned an advanced electronic monitoring and
notification  system  (Sentry  93000).  Also the Company purchased an electronic
telephone  message  software  program  (InfoNotes).  The  Company is involved in
research  and  development of the intellectual properties, particularly computer
software  solutions.

During  the  first  six  months of 1997, the Company purchased an interest in an
Oklahoma  oil  and  gas  operation  and  purchased  selected  assets,  including
technology,  designs  and  working  papers  for a solar pump.  Additionally, the
Company  entered  into  a  joint  venture  agreement to purchase Tuli Cattle for
development  and  reproduction.

The Company purchased all of the common stock of AgraTech International, Inc. in
January  1997,  and  InfoTech International, Inc. in April 1997.  During July of
1997,  the  Company  purchased  all  of  the  common stock of US Aerodyne, Ltd.,
PetroTech  Resources International, Inc. and Chemical Detection Technology, Inc.

GOING  CONCERN:
As  shown  in  the  accompanying  consolidated financial statements, the Company
incurred  net  losses  of  $2,558,673 and $1,403,918 for the year ended June 30,
1998  and  the  six  months  ended  June  30, 1997, respectively. For the period
subsequent to June 30, 1998, the Company anticipates contributions by interested
investors  and  the  issuance  of  additional  common stock to provide operating
expenses  and funding for the purchase of new products.  These funds will enable
the  Company to produce a level of revenue necessary to provide the Company with
positive  cash  flow,  adequate working capital and positive earnings during the
next  fiscal  year.

The  financial statements do not include any adjustments that might be necessary
if  the  Company  is  unable  to  continue  as  a  going  concern.

PRINCIPLES  OF  CONSOLIDATION:
The  accompanying  consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries US Aerodyne, Ltd., PetroTech Resources
International,  Inc.,  Chemical  Detection  Technology,  Inc.,  AgraTech
International,  Inc.,  InfoTech International, Inc., P.C. Sentry, Inc., and Loch
Harris Energy, Inc.  All significant intercompany accounts and transactions have
been  eliminated  in  consolidation.

CASH  AND  CASH  EQUIVALENTS:
For  purposes  of  the  Statement  of  Cash  Flows,  the  Company  considers all
investments  with  maturities  of three months or less when purchased to be cash
equivalents.  The  Company  has no investments classified as cash equivalents on
June  30,  1998  or  1997.

                                       10
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

EQUIPMENT:
Equipment is recorded at cost.  Depreciation is computed using the straight-line
method  over  the  estimated  useful lives of the assets of five to seven years.
Ordinary  maintenance  and  repairs  are  expensed  as  incurred.

OIL  AND  GAS  PROPERTIES:
The  Company  uses  the  successful efforts method of accounting for oil and gas
producing  activities.  Costs  to  acquire  mineral  interests  in  oil  and gas
properties,  to drill and equip exploratory wells that find proved reserves, and
to  drill  and  equip  development  wells  are  capitalized.  Costs  to  drill
exploratory  wells  that do not find proved reserves, geological and geophysical
costs,  and  costs  of  carrying and retaining unproved properties are expensed.

Unproved  oil  and  gas  properties  that  are  individually  significant  are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved
properties  are  amortized  based  on  the  Company's  experience  of successful
drilling and average holding period.  Capitalized costs of producing oil and gas
properties,  after considering estimated dismantlement and abandonment costs and
estimated salvage values, are depreciated and depleted by the unit-of-production
method.  Support equipment and other property and equipment are depreciated over
their  estimated  useful  lives.

On the sale or retirement of a complete unit of a proved property, the costs and
related  accumulated  depreciation,  depletion,  and amortization are eliminated
from  the  property  accounts, and the resultant gain or loss is recognized.  On
the  retirement  or sale of partial unit of proved property, the cost is charged
to  accumulated  depreciation, depletion, and amortization with a resulting gain
or  loss  recognized  in  income.

On  the  sale  of  an  entire  interest in an unproved property for cash or cash
equivalents,  gain  or loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.

REVENUE  RECOGNITION:
Revenues  from the sale of the Company's products are recognized when persuasive
evidence  of  an  arrangement exists, delivery has occurred, the customer fee is
fixed  and collection is probable.   The Company recorded no revenues during the
year  ended  June  30,  1998  or  the  six  months  ended  June  30,  1997.

INCOME  TAXES:
The  Company accounts for income taxes using the liability method as required by
Statement  of Financial Accounting Standards No. 109 ("FAS 109"), Accounting for
Income  Taxes.  Deferred  tax  assets  and  liabilities  are determined based on
differences  between  the  financial  statement  and  tax  basis  of  assets and
liabilities  using  enacted  tax  rates expected to be in effect for the year in
which  the  differences  are  expected  to  reverse.  The net change, if any, in
deferred  tax asset and liabilities is reflected in the statement of operations.

                                       11
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

USE  OF  ESTIMATES:
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  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  could  differ  from  those  results.

TREASURY  STOCK:
Acquisitions  and sales of the Company's treasury shares are accounted for using
an  average  cost  method.

NOTE  2  -  OIL  AND  GAS  PROPERTIES
-------------------------------------

During  the  six  months ended June 30, 1997, the Company purchased for $100,000
and 4,000,000 shares of the Company's common stock, an 80% interest in leasehold
estates  in  Okmulgee  County, Oklahoma including existing equipment. Due to the
restrictions  on the common stock (Rule 144), the common stock was valued at 20%
of  the  quoted  stock  price  of  $0.57  on the date of the sale.  No value was
assigned to the equipment due to the wells requiring substantial workovers to be
productive.

Due  to  the  valuation  of  the  reserve  estimates,  the recoverability of the
carrying  amounts of these assets is questionable. As a result, pursuant to FASB
Statement  No.  121,  Accounting  for  Impairment  of  Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  Of,  an  impairment  of  $338,318 has been
recognized for this property and included as a component of income before income
taxes  under  the caption "Impairment of long-lived assets" as of June 30, 1997.
In  calculating  the impairment loss, fair value was determined by reviewing the
discounted  cash  flows  of  future  sales.

There  has  been no activity from the oil and gas property during the year ended
June  30,  1998  or  six  months  ended  June  30,  1997.

<TABLE>
<CAPTION>
                                                                                     Six Months
                                                                    Year Ended          Ended
                                                                  June 30, 1998    June 30, 1997
                                                                  --------------  ---------------
<S>                                                               <C>             <C>
Capitalized costs relating to oil and gas producing activities:
   Proved undeveloped oil and gas properties (at 80%)             $      221,694  $      560,012 
   Less impairment                                                             -        (338,318)
                                                                  --------------                 
       Net capitalized costs                                      $      221,694  $      221,694 
                                                                  ==============  ===============
</TABLE>

NOTE  3  -  PROPERTY  AND  EQUIPMENT
------------------------------------

Property  and  equipment  at  June  30,  1998 and June 30, 1997 consisted of the
following:

<TABLE>
<CAPTION>
                                 1998       1997
                               ---------  ---------
<S>                            <C>        <C>
Office equipment               $ 47,735   $ 38,249 
Vehicles                         12,000     12,000 
Cattle breeding herd             75,000     75,000 
Less accumulated depreciation   (33,958)   (12,907)
Net property and equipment     $100,777   $112,342 
                               =========  =========
</TABLE>

                                       12
<PAGE>
Depreciation  expense, which is calculated on a straight-line basis, was $21,051
for  the  year  ended June 30, 1998 and $1,983 for the six months ended June 30,
1997.

NOTE  4  -  OTHER  ASSETS
-------------------------

Other  assets as of June 30, 1997, consisted of computer software and intangible
assets  including  an advanced electronic monitoring and notification system and
an  electronic  telephone  message  software program in the amount of $2,671,875
acquired  in 1993 and other intangibles of $14,775.  Amortization of capitalized
costs  is  computed  using the straight-line method over the remaining estimated
economic  life  of  the  product  of  5  years.

During  the  six  months  ended  June  30,  1997,  the  Company  determined that
significant  cash  requirements  for  additional  research  and  development are
required  before  the products would be available for sale.  Due to the need for
significant  research  and  development,  Company's  management  made a thorough
evaluation  of  the  Company's  operations,  including  among  other things, the
carrying  value  of  long-lived assets.  Effective December 31, 1996, management
determined  that  based  on the current market conditions and an analysis of the
projected  undiscounted  future  cash  flows  calculated  in accordance with the
provisions  of  SFAS  No.  121, the carrying amount of its computer software and
intangibles  may  not  be  recoverable.  The  resultant  impairment  of  these
long-lived  assets  necessitated a write-down of $930,439 of the assets acquired
in  1993.  During  the  year  ended  June  30, 1998, the Company decreased other
assets  and  the  related accumulated amortization and impairment by $2,686,650.

During  the  year  ended  June  30, 1998 and six months ended June 30, 1997, the
Company  patented  certain  technologies  related  to  an  advanced  electronic
monitoring and notification system and purchased technology, designs and working
papers  for  a  solar  pump.  Other  assets as of June 30, 1998 and 1997 were as
follows:

<TABLE>
<CAPTION>
                                 1998        1997
                               --------  ------------
<S>                            <C>       <C>
Computer software              $     -   $ 2,671,875 
Solar pump technology           42,500        42,500 
Other intangible assets         26,000        31,275 
Less accumulated amortization
  and impairment                (7,509)   (2,687,702)
Other assets, net              $60,991   $    57,948 
                               ========  ============
</TABLE>

NOTE  5  -  SHAREHOLDER  EQUITY
-------------------------------

During  the year ended June 30, 1998 and the six months ended June 30, 1997, the
Company  issued  50,158,568 and 11,615,000 shares of common stock, respectively,
(Subject  to  Rule  144) for employee compensation, consultants and professional
fees.  The  common stock was recorded as a charge to earnings  in  the amount of
$1,739,099  and  $722,990  for the respective periods.  Additionally, during the
six  months  ended  June 30, 1997, the Company issued 4,000,000 shares of common
stock  for  the  purchase  of  the Oklahoma oil and gas operations (see Note 2).

During  the  six months ended June 30, 1997, the Company authorized the issuance
of 10,179,385 shares of common stock in excess of common stock authorized by the
State  of  Nevada.  As  of  June  30,  1997,  uncertificated  shares amounted to
16,250,000  shares,  which  were  not issued until the articles of incorporation
were  amended  on  October  15,  1997,  authorizing 300,000,000 shares of common
stock.

                                       13
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

NOTE  5  -  SHAREHOLDER  EQUITY  -  CONTINUED
---------------------------------------------

During  the year ended June 30, 1998 and the six months ended June 30, 1997, the
Company  received  capital contributions from various stockholders in connection
with  the  private  sale of free trading common stock.  As a part of the sale of
free  trading  shares  of common stock, stockholders were issued three shares of
restricted common stock (Rule 144) for each share of free trading stock sold and
the  proceeds  contributed to the Company.  The Company recorded the issuance of
replacement  shares  by  valuing  the  shares  at 33% of the market value of the
common stock on the issuance date.  The $1,009,065 capital contribution recorded
during the six months ended June 30, 1997 is related to the shares issued during
the  year  ended  June  30,  1998.

During  the  year  ended June 30, 1998, the Company acquired 1,684,801 shares of
treasury stock by issuing three shares of restricted common stock (Rule 144) for
each  free  trading share, valued at 33% of the market value of the common stock
on  the  issuance date.  The Company sold 1,163,051 shares at cost, therefore no
gain  or loss was recorded in the accompanying financial statements.  As of June
30,  1998,  the  Company  retained 521,750 treasury shares at a cost of $65,250.

NOTE  6  -  STOCK  OPTIONS  AND  WARRANTS
-----------------------------------------

A  summary  of the status of the Company's stock options as of June 30, 1998 and
June  30,  1997  is  presented  below:

<TABLE>
<CAPTION>
                                        1998        1997
                                     ----------  ----------
<S>                                  <C>         <C>
Options outstanding                  13,500,000  13,500,000
Options granted                               -           -
Options exercised                             -           -
Options canceled                              -           -
Options outstanding and exercisable  13,500,000  13,500,000
                                     ==========  ==========
</TABLE>

The  following  table  summarizes the information about stock options as of June
30,  1998  and  1997:

<TABLE>
<CAPTION>
                                      Weighted
                                       Average      Weighted                            Weighted
Range of                              Remaining      Average                             Average
Exercise      Number       Date      Contractual  Exercise Price         Number       Exercise Price
              -----------  --------  -----------  ---------------------  -----------  ---------------------
   Price      outstanding  Granted   Life                (Total Shares)  Exercisable         (Exer. Shares)
------------  -----------  --------  -----------  ---------------------  -----------  ---------------------
<S>           <C>          <C>       <C>          <C>                    <C>          <C>
 .25             4,000,000  12/18/94      5 years  $                 .25    4,000,000  $                 .25
 .25             4,000,000    6/1/95      5 years                    .25    4,000,000                    .25
 .25             4,000,000    7/1/95      5 years                    .25    4,000,000                    .25
 .01             1,000,000   7/26/96      5 years                    .01    1,000,000                    .01
        .01       500,000   7/26/96      5 years                    .01      500,000                    .01
============  -----------  ========  ===========  =====================  -----------  =====================
 .01-
        .25   13,500,000                5 years  $                 .22   13,500,000  $                 .22
============  ===========            ===========  =====================  ===========  =====================
</TABLE>

All  options were granted to consultants for services which expire in years 1999
through  2001.   Each  stock  option  granted  can be exercised for one share of
common  stock.

                                       14
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

NOTE  7  -  INCOME  TAXES
-------------------------

A  reconciliation of income tax at the statutory rate to the Company's effective
rate  follows:

<TABLE>
<CAPTION>
                                                      1998          1997
                                                  ------------  ------------
<S>                                               <C>           <C>
Computed at the expected statutory rate (credit)  $  (870,000)  $  (477,000)
Valuation allowance                                   870,000       477,000 
   Income tax                                     $         -   $         - 
                                                  ============  ============

Deferred tax assets are as follows:
  Net operating loss carryforward                 $(4,995,000)  $(4,125,000)
 Valuation allowance                                4,995,000     4,125,000 
                                                  $         -   $         - 
                                                  ============  ============
</TABLE>

The  Company  had  cumulative  net operating loss carryforwards of approximately
$14,690,000  and  $12,134,000  at June 30, 1998 and June 30, 1997, respectively,
for federal tax reporting purposes.  The net operating loss carryforwards expire
in  varying  amounts  beginning  in  the year 2002 and may be limited due to the
types  of  business  the  Company  may  engage.

NOTE  8  -  EARNINGS  PER  SHARE
--------------------------------

The  following  data  details  the  amounts used in computing earnings per share
(EPS)  and  the  weighted  average number of shares of dilutive potential common
stock.

<TABLE>
<CAPTION>
                                                           1998         1997
                                                        -----------  -----------
<S>                                                     <C>          <C>
Weighted average number of common shares
    issued in basic EPS                                 151,643,397  100,909,302
Effect of dilutive securities:
      Stock options                                               -          -0-
                                                        -----------  -----------
Weighted average number of common shares and
   dilutive potential common stock used in diluted EPS  151,643,397  100,909,302
                                                        ===========  ===========
</TABLE>

Stock  options  convertible  into  13,500,000  shares  of  common stock were not
included  in  computing  diluted EPS for the year ended June 30, 1998 or for the
six  months  ended  June  30,  1997  because  their  effects  were antidulutive.

                                       15
<PAGE>
                         BROWN, GRAHAM AND COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS



To  the  Board  of  Directors
Loch  Harris,  Inc.



Our  report  on our audit of the basic financial statements of Loch Harris, Inc.
for  the year ended June 30, 1998 and the six months ended June 30, 1997 appears
on page 5.  Those audits were conducted for the purpose of forming an opinion on
the  basic  financial  statements  taken as a whole.  The following supplemental
reserve  information  is presented for the purpose of additional analysis and is
not a required part of the basic financial statements.  Such information has not
been  subjected  to  the  auditing procedures applied in the audits of the basic
financial  statements,  and,  accordingly,  we  express  no  opinion  on  it.


     /S/     Brown,  Graham  and  Company,  P.C.

Georgetown,  Texas
March  27,  1999

                                       16
<PAGE>
                  SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED)
                               AS OF JUNE 30, 1998


The  following  estimates  of  proved undeveloped reserve quantities and related
standardized  measure of discounted net cash flow are estimates only, and do not
purport  to  reflect  realizable  values  or fair market values of the Company's
reserves.  The  Company  emphasizes  that  reserve  estimates  are  inherently
imprecise and that estimates of new discoveries are more imprecise than those of
producing  oil and gas properties.  Accordingly, these estimates are expected to
change  as  future information becomes available.  All of the Company's reserves
are  located  in  the  United  States.

Proved  reserves  are  estimated reserves of crude oil (including condensate and
natural  gas  liquids)  and  natural  gas  that  geological and engineering data
demonstrate  with  reasonable  certainty  to be recoverable in future years from
known  reservoirs  under  existing  economic  and  operating conditions.  Proved
undeveloped  reserves are those expected to be recovered through existing wells,
equipment,  and  operating methods, but that require a major capital expenditure

The  standardized  measure  of  discounted  future net cash flows is computed by
applying  year-end  prices  of  oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production  of  proved  oil  and gas reserves, assuming continuation of existing
economic  conditions.  The  estimated  future net cash flows are then discounted
using a rate of 6.5 percent a year to reflect the estimated timing of the future
cash  flows.

<TABLE>
<CAPTION>
                                                                    Oil *(Bbls)  Gas (Mcf) 
Proved undeveloped reserves                                             26,866     267,247 
<S>                                                                 <C>          <C>
Standardized measure of discounted future net cash flows
   at June 30, 1998:
      Future cash inflows                                                        $ 856,884 
      Future production                                                           (252,090)
 Future development costs                                                         (294,420)
      Net cash flow undiscounted                                                   310,374 
      Future net cash flows 6.5% annual discount  for estimated
 timing of cash flows                                                              (88,680)
Standardized measures of discounted future net cash flows relating
  to proved undeveloped oil and gas reserves                                     $ 221,694 
                                                                                 ==========
<FN>
*Oil  reserves  shown  include condensate only.  Oil volumes are expressed in barrels which
are  equivalent  to  42  United  States gallons.  Gas volumes are expressed in thousands of
standard  cubic  feet  (MCF)  at  the  contract  temperature  and  pressure  bases.
</TABLE>

                                       17
<PAGE>
ITEM  8  -  CHANGES  IN/DISAGREEMENTS  WITH  ACCOUNTANTS

None.

                                    PART III

ITEM  9  -  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL PERSONS

The following table identifies the Company's directors and executive officers as
of  June  30,  1998.

<TABLE>
<CAPTION>
NAME                  AGE  TITLE                PERIODS OF SERVICE
<S>                   <C>  <C>                  <C>
R. B. Baker            68  CEO                     1988 to present
                           Director

Charles M. Blackwell   51  Director                1997 to present

Rodney A. Boone        48  President               1997 to present
                           Director

Mark E. Baker          43  Sr. Vice President      1997 to present
                           Secretary/Treasurer
                           Director

Mathew B. Harris       25  Sr. Vice President      1997 to present
                           Director
</TABLE>

None  of  the  above  named  directors  hold  directorships  in  other reporting
companies.  All  directors  serve  until the next annual meeting of stockholders
and  the  concurrent  election  of  directors.

R.  B. Baker has been an officer and director of the Company since 1988.  He has
also  served  as  shareholder  relations director since 1988.  His background in
public  relations, human resources, management, travel, real estate, investments
and  finance  equips  him  to  serve  as  a  leader  of  the  Company.

Charles  Blackwell joined the Company's Board of Directors in 1997, bringing his
experience  in  management  of  a  56,000-acre  ranch  that  ranges across three
counties.  He  has  developed  an  artificial  insemination  and embryo transfer
program  for  a  750-head  commercial  cow-calf  operation,  a  200-head herd of
registered  Shorthorn  and  Brangus, and 65-head of registered thoroughbreds and
quarterhorses.  He  has  been  president of his own agribusiness consulting firm
since  1995.  He  holds a  Master of Science degree in Range Animal Science from
Sul  Ross  State  University.  He has completed further study toward a Master of
Science  on  the  effects  of  minerals  on  production and reproduction in beef
cattle.

Rodney  Boone  is  an  engineer  who  holds three advanced degrees from Stanford
University.  Before coming to the Company in 1997, he was owner and president of
a  California  company engaged in consulting, project management and real estate
development.  He  has  had  two  decades  of success in managing massive complex
projects,  including  construction of permanent facilities for the Diablo Canyon
nuclear  power  plant.

                                       18
<PAGE>
Mark  E.  Baker  joined  the Company in May 1997.  He attended Baylor University
before  receiving  degrees in business management and finance-economics from the
University  of  Mary-Hardin  Baylor.  He  owned  a  real  estate  investment and
management  company  before  joining  the  Company.  He  has  outstanding
administration  and financial skills sharpened by experience in detail-intensive
positions.   Mark  E.  Baker  is  the  son  of  R  B.  Baker.

Mathew B. Harris holds two undergraduate business degrees from Baylor University
with  a concentration in advertising, marketing and strategic management.  Since
1997, he directs marketing, strategic and organizational issued for the Company.

ITEM  10  -  EXECUTIVE  COMPENSATION

The  following  table  summarizes compensation paid during the last three fiscal
years  to  the  Company's  executive  officers  and  directors.

<TABLE>
<CAPTION>
                                                          Securities
                                           Other Annual   Restricted   Underlying             All Other
Name  And                                  Compensa-      Stock        Options      LTIP      Compen-
Principal Position  Year  Salary   Bonus   tion           Awards       SARs         Payouts   sation
------------------  ----  -------  ------  ------------   -----------  ----------  --------   ----------
<S>                 <C>   <C>      <C>     <C>            <C>          <C>          <C>       <C>
R. B. Baker - CEO   1998  $28,194  $  -0-  $         -0-  $   198,600  $       -0-  $    -0-  $      -0-
                    1997    6,667     -0-            -0-      115,000          -0-       -0-       4,500
                    1996      -0-     -0-            -0-       27,000       10,000       -0-         -0-
------------------  ----  -------  ------  ------------   -----------  ----------  --------   ----------
Rodney A. Boone     1998   36,458     -0-            -0-      211,100          -0-       -0-         -0-
President
</TABLE>

ITEM  11-  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

                                 Name  and           Amount and
                                address  of          nature of
                                 beneficial           beneficial     Percent  of
Title  of  class                   owner                owner           Class
----------------          ---------------------     ------------     -----------
Common                     Harris Partners, Ltd.     14,077,953         6.77%
                          587  Hummingbird  Ln          shares
                         Fredericksburg, TX 78624

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  the  year  ended  June 30, 1998, and six months ended June 30, 1997, the
Company  received  capital  contributions  from  Harris  Partners  Ltd. totaling
$248,736  and  $1,009,065  respectively, in relation to the private sale of free
trading  common  stock.

                                       19
<PAGE>
                                     PART IV

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K
None.

                                       20
<PAGE>
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.

Date   March  30,  1999              By
      -------------------               Dr. R.B. Baker, Chairman of the Board

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


Signature               Capacity                             Date
---------               --------                             ----

----------------        Chairman  of  the  Board             March  30,  1999
Dr.  R.B.  Baker                                            -------------------

----------------        Secretary/Treasurer                  March  30,  1999
Mark  Baker                                                  ------------------

                                       21
<PAGE>