UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(Mark  One)

[xx]  ANNUAL  REPORT  UNDER  SECTION  13  OR 15(D) OF THE SECURITIES ACT OF 1934
      [Fee  Required]

For  the  fiscal  years  ended  -  June  30,  1998  and  1997
                                       OR

[  ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT  OF  1934
      [No  Fee  Required]

For  the  transition  period  from  ____________________ to ____________________

                         Commission file number 0-12440

                          NOTE BANKERS OF AMERICA, INC.
                 (Name of Small Business Issuer in Its Charter)

                TEXAS                                84-0882076
    (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
     Incorporation or Organization)

              ONE RIVERWAY, SUITE 1700                          77056
                   HOUSTON, TEXAS                             (Zip Code)
       (Address of Principal Executive Offices)

                                  713-961-2696
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  None

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                          Common Stock, $.001 Par Value
                                (Title of Class)

  Check whether the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Exchange Act 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 [xx]
No  [  ]

 Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is 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  ]

 The  aggregate market value of the voting stock held by non-affiliates on April
21, 1999, based upon average bid and asked price of the Common Stock as reported
by  the  National  Quotation  Bureau,  Inc.  for  such  date,  was approximately
$270,325.

               The number of outstanding shares of the Registrant's Common Stock
on  May  30,  1999  was  30,888,750.


<PAGE>
<TABLE>
<CAPTION>


                          NOTE BANKERS OF AMERICA, INC.
                                   FORM 10-KSB

                For the Fiscal Years Ended June 30, 1998 and 1997


                                                                            Page

Part I.
----------
<S>         <C>
Item 1.     Description of Business
Item 2.     Description of Property
Item 3.     Legal Proceedings
Item 4.     Submission of Matters to a Vote of Security Holders

Part II.

Item 5.     Market for Common Equity and Related Stockholder Matters
Item 6.     Management's Discussions and Analysis or Plan of Operation
Item 7.     Financial Statements
Item 8.     Changes In and Disagreements with Accountants on Accounting
            And Financial Disclosure

Part III.

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act
Item 10.    Executive Compensation
Item 11.    Security Ownership of Certain Beneficial Owners and Management
Item 12.    Certain Relationships and Related Transactions
Item 13.    Exhibits and Reports on Form 8-K


SIGNATURES
</TABLE>


<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

Overview

     At  June  30, 1996 Registrant was inactive  and had not been engaged in any
active  business  operations since the latter part of 1986.   On  September  15,
1996,  the  Registrant consummated the acquisition of 100% of the  common  stock
of Private Mortgage Bankers, Inc. ("PMB") pursuant to an Agreement for  Exchange
of Stock and Plan of Reorganization ("Exchange") dated July 31, 1996 between (i)
the  Registrant,(ii)  PMB, and (iii) Allen E. Myers, the record owner of  40,000
shares  of  capital  stock  of  PMB  which  constituted  100% of the issued  and
outstanding  capital  stock  of  PMB  ("PMB  Shareholders").  PMB  was  a
specialty  financial  services  holding  company  that  primarily  conducted
business  in  two  distinct  areas:  (1)  purchasing,  brokering,  acquiring,
repackaging,  holding for investment  and  acting  as  a  dealer  in  portfolios
of  "owner  financed"  residential  and  "light"  commercial  real  property
first  mortgage  loans,  primarily  originated  as  owner  financed  ("Mortgage
Receivables"),  and  (2)  acting  as  a  broker in  the  purchase  of  the death
benefit  of  life  insurance  policies  from  terminally  ill  individuals
("viatical  settlements").  Registrant operated as a holding company through PMB
and  Life  Today  and did not conduct any operations directly.  In November 1997
Registrant divested itself of PMB and Life Today because of insufficient capital
and  operating revenues to sustain continuing business operations.   As  of June
30,  1998, Registrant had no assets, had approximately $50,000  in  liabilities,
and  other  than  seeking  a  suitable  candidate  for  acquisition  had
conducted  no  business  operations  since  November,  1997.  From that date and
through  the  date  of this report, the only business that has been conducted by
Registrant  is  seeking  a  suitable  acquisition  candidate.

History

     Registrant  was  incorporated  on  June  3,  1982  as  the  successor  to
BioTechnical  Resources  Group,  Inc. which had been incorporated on November 3,
1981.  It  commenced  its  business  operations following completion of a public
offering of its securities on December 19, 1982 and from that date until the end
of  1986,  when  it  ceased  all  activities,  Registrant  was engaged solely in
research  and development activities. From 1982 until March 1984, Registrant was
engaged  in the research and development of products in the immunology field for
human  application and of a number of veterinary vaccines. Thereafter, until the
end  of  1986,  its  activities  were  conducted solely through its wholly-owned
subsidiary  Tround  Geothermal  Corporation  ("Geothermal"),  and  consisted  of
limited  research  and  development  in connection with its licensed high-speed,
projectile rock drill for geo thermal applications. Registrant has never had any
revenues  from  its  operations.  On  September  15,  1996,  the  Registrant
consummated  the  acquisition  of 100% of the  common  stock of Private Mortgage
Bankers,  Inc.  pursuant  to  an  Agreement  for  Exchange  of Stock and Plan of
Reorganization  ("Exchange")  dated  July  31,  1996.  Pursuant to the Exchange,
Registrant  changed its name to Note Bankers of America, Inc. and redomiciled to
the  State  of  Texas.  Unless  context  requires  otherwise,  all references to
"Registrant" throughout this report are to Note Bankers of America, Inc. and its
wholly-owned  subsidiaries, Private Mortgage Bankers, Inc. and Life Today, Inc.,
collectively.

     Until  October  16,  1990 Registrant's common stock, which is traded in the
over-the-counter  market,  was  quoted in the National Association of Securities
Dealers  Automated  Quotation  ("NASDAQ") system under the name General Genetics
Corporation  and  under  the  NASDAQ  symbol  "GENG". On that date, Registrant's
common  stock  was deleted from that system by reason of Registrant's failure to
maintain  an  asset  position  of  at  least  $750,000 in accordance with NASDAQ
requirements.  Since  October 17, 1990 Registrant's common stock has been quoted
by  the National Quotation Bureau in its "pink sheets," but without prices until
September,  1995,  at  which  time it was moved to the Electronic Bulletin Board
trading  symbol  GENG.  As  of  the  opening  of  business  September  25,  1996
Registrant traded in the over-the-counter market  under the name Note Bankers of
America,  Inc.  and  was  quoted  in  the  National  Association  of  Securities
Dealers  OTCBB  system  under  the  trading  symbol  "NBAI".

Acquisition  of  Private  Mortgage  Bankers

     The  Registrant  acquired Private Mortgage Bankers, Inc. on August 30, 1996
in  exchange  for  20,313,000  shares  of  its  common  stock. To consummate the
acquisition, the Registrant increased the number of shares of common stock it is
authorized  to  issue  from 5,000,000 to 500,000,000 shares. The Registrant also
approved  a  1  (new)  for 20 (old) reverse stock split upon the closing of this
transaction.  Unless  otherwise indicated, all information in this Annual Report
gives  effect  to  the  1  for  20  reverse  stock  split.

                                      - 1 -
<PAGE>
The  Registrant's  acquisition  of  Private Mortgage Bankers, Inc. represented a
reverse  acquisition, whereby for accounting purposes, Private Mortgage Bankers,
Inc.  was  the  acquiror.  For  financial  statement  purposes,  the  historical
financial statements of the Registrant became those of Private Mortgage Bankers,
Inc.  beginning  on  the  closing  date  of  the  acquisition.

     Business  of  Private  Mortgage  Bankers,  Inc.

     Registrant  was  through  November,  1997 a  specialty  financial  services
holding  company  that primarily  conducted  business  in  two  distinct  areas:

          (1) providing  viatical  settlements for terminally ill individuals by
     acting as a broker.

          (2)  purchasing,   brokering,  acquiring,   repackaging,  holding  for
     investment  and  acting  as a dealer  in  portfolios  of  "owner  financed"
     residential  and "light"  commercial  real property first  mortgage  loans,
     primarily originated as owner financed ("Mortgage Receivables").

     Registrant  conducted  its  business  of  purchasing discounted real estate
mortgage  notes  through  Private  Mortgage  Bankers,  Inc.  ("PMB"),  a  Texas
corporation,  and  conducted  its  viatical  settlement  business  operations
through  Life  Today,  Inc.  ("Life  Today"), a wholly owned Texas subsidiary of
PMB,  a  multi-state  registered  viatical settlement  broker  in  the  purchase
of  the  death  benefit  of  life  insurance  policies  from  terminally  ill
individuals  ("viatical  settlements").

     Business  Activities  of  PMB

     PMB  purchased  privately  held,  owner  financed  mortgages  from
individuals  who  had  personally  financed  the  sale  of  real  property.  The
Company  either  held  the  loans  for  investment  purposes  or  sold  them  to
individual  investors, banks or other institutions.  The Company also was in the
business  of  brokering  owner-financed  mortgages  between owner financiers and
investors.

     Life  Today  acted  as a broker for life insurance policies  of  terminally
ill  individuals  to  other  investors  or  institutions.  The  life  insurance
policyholder  received  a  percentage  of  the  face  amount  of  the  policy,
determined  by  certain  factors,  including  the  insured's  life  expectancy.
The  Company  received  a  commission  to  provide  this  brokerage  service.

Change  in  Control  of  Management

By reason of the Exchange and acquisition of PMB, Myers and DeYoung were elected
to  the board of directors, elected to the offices of Chairman/CEO and President
respectively,  held  approximately 85% of the voting common stock of Registrant,
and  thereby  controlled  the  management  of  the  Registrant.

     Resignation  of  Officers  and  Directors

     On  July 19, 1996, Registrant accepted the resignations of James N. Juliana
and  Chor-Weng Tan. In  connection  with  the Exchange and the change in control
of Registrant, Ty Porier,  the  sole  remaining  director  declined to stand for
re-election and resigned  effective  September  30,  1996, and Allen E Myers, E.
Donald DeYoung and Louis J. Blenderman were elected to the Board of Directors at
the  shareholders  meeting held on August 30, 1996.   The letters of resignation
of  former  directors  did  not  request  the  disclosure  of  any  disagreement
with  Registrant  regarding  the  resignation  or  refusal  to  stand  for
re-election.

                                      - 2 -
<PAGE>
     Other  Events

     In  connection with the Exchange and the acquisition of PMB, the Registrant
relocated  its principal executive offices to the offices of PMB, located at 770
South  Post  Oak  Lane,  Suite  600,  Houston,  Texas  77056. Additionally, Hans
Morkner,  President  of  the  Registrant prior to the Exchange, resigned and the
Registrant  appointed  the  following  officers:

          Allen  E.  Myers               Chairman  and  CEO
          Donald  DeYoung                President
          William  Herndon               Secretary/Treasurer

Acquisition  or  Disposition  of  Assets

     Disposition  of  Assets.

     On  November  6,  1997, the Registrant sold (i) 100% of the common stock of
Private Mortgage Bankers, Inc. ("PMB"), a wholly owned subsidiary of Registrant,
to Allen E. Myers for nominal consideration and (ii) 100% of the common stock of
Life  Today,  Inc.  ("Life  Today"), a wholly owned subsidiary of Registrant, to
Richard  E.  Perry for nominal consideration, all pursuant to an Agreement dated
November  6,  1997  among  (i)  the Registrant, (ii) PMB, (iii) Life Today, (iv)
Allen  E.  Myers,  (v)  Richard  E.  Perry  and  (vi)  E.  Donald  DeYoung  (the
"Disposition").  This  disposition  represented the sale of substantially all of
the  remaining assets of Registrant. Myers was a former owner of PMB, an officer
and  director  of  Registrant  and a director of PMB and Life Today. Perry was a
former  owner  of  Life  Today  and  an  officer  of  Life  Today.  As  further
consideration  for  the transfers, Myers and PBM and Perry and Life Today agreed
to  indemnify  and  hold  harmless Registrant from certain debts and obligations
arising  from  the  respective  business  operations  of  PBM  and  Life  Today.

     The  Disposition  was  approved  by  written  consent  of  a  majority  of
shareholders of Registrant signed by the Principal Shareholders and executed and
delivered  as  provided  for  in  the  Articles  of  Incorporation.

     Acquisition  of  Assets.

     Upon  consummation  of  the  Disposition,  Registrant  consummated  the
acquisition  of  100% of the common stock of RRD Enterprises, Inc. pursuant to a
Share  Exchange  Agreement  dated  November 6, 1997 ("Share Exchange") among (i)
Registrant,  (ii)  RRD, (iii) Denny C. Pearce, the record owner of 10,000 shares
of common stock of RRD, (iv) Richard C. Pearce, the record owner of 1,429 shares
of common stock of RRD, and Roger K. Pearce, the record owner of 1,429 shares of
common  stock  of RRD, which 12,858 shares of RRD constituted 100% of the issued
and  outstanding  capital  stock of RRD (the "RRD Shareholders"). The Registrant
exchanged,  in  a  stock  for stock exchange, a total of 1,000,000 shares of its
$.001  par  value  per share common stock for 100% of the issued and outstanding
shares  of  capital  stock  of  RRD, making RRD a wholly owned subsidiary of the
Registrant.  No  cash or other consideration was tendered in connection with the
Share  Exchange.

     Upon  completion  of  the  Share  Exchange,  the  Registrant had a total of
24,555,000 of its $.001 par value per share common stock issued and outstanding,
of  which a total of 1,000,000 shares or 4.07% were held by the RRD Shareholders
and  23,555,000  were  held  by  non-RRD  shareholders.

     RRD  is a Nevada corporation in the business of managing its investments in
notes  and  oil  and  gas  interests.

     The  shares  of  Common  Stock received by the stockholders of RRD were not
registered  under the Securities Act of 1933, as amended (the "Securities Act"),
in  reliance  upon  Section  4(2)  of  the  Securities  Act.

     The  transaction  was accomplished through arms-length negotiations between
the  Registrant's  new  management  and  RRD's management. There was no material
relationship  between the stockholders of RRD or any of RRD's affiliates, any of
Registrant's  directors  or  officers,  or  any associate of any such Registrant
director  or  officer,  prior  to  this  transaction.

                                      - 3 -
<PAGE>
     On February 18, 1998, the Registrant reacquired the 1,000,000 shares of the
Registrant's common stock from a third party in exchange for all the outstanding
shares  of  RRD  Enterprises  owned  by  the  Registrant.

Acquisition  Of  Majority  Interest

     On  November  6,  1997,  Note  Bankers of America, Inc. (the "Registrant"),
Allen  E.  Myers  ("Myers")  and  E.  Donald  DeYoung ("DeYoung"), the principal
shareholders  of  Registrant  (the  "Principal  Shareholders"),  consummated  an
agreement  ("Debt  Release Agreement") with M. Stephen Roberts, Esq. ("Roberts")
pursuant  to which Myers and DeYoung transferred 9,265,500 and 9,374,500 shares,
respectively,  of  Registrant's  "unregistered" and "restricted" common stock to
Roberts in exchange for Roberts' release of Registrant from a $35,000 obligation
for  legal services. The total of 18,640,000 shares of Registrant transferred to
Roberts  by  the  Principal  Shareholders  represented  approximately 80% of the
outstanding  stock  of  the  Registrant  following  the  transfer.

Change  in  Control  of  Management

By  reason  of  the  Disposition  and  acquisition  of  a  majority  interest in
registrant by Roberts, Roberts was elected to the board of directors as its sole
director,  elected to the offices of President and Secretary, held approximately
80%  of  the  voting  common  stock  of  Registrant,  and thereby controlled the
management  of  the  Registrant.

Resignations  of  Registrant's  Directors

     In  connection  with  the  Disposition  of PMB and the change in control of
Registrant, Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all
of  Registrant's  directors,  declined  to  stand  for  re-election and resigned
effective  November  6,  1997.  The  letters  of resignation did not request the
disclosure  of  any  disagreement  with  Registrant regarding the resignation or
refusal  to  stand  for  re-election.  Immediately  upon  consummation  of these
transactions,  M.  Stephen  Roberts was elected to the board of directors of the
Registrant  as  its  sole  member.

Other  Events

     In  connection  with  the Exchange and the change in control of Registrant,
the  Registrant  relocated  its principal executive offices to the offices of M.
Stephen  Roberts,  Esq.,  located  at  One  Riverway, Suite 1700, Houston, Texas
77056. Additionally, Allen E. Myers, Chairman and CEO of the Registrant prior to
the  Exchange,  E.  Donald  DeYoung,  president  of  the Registrant prior to the
Exchange  and William T. Herndon, Secretary/Treasurer of the Registrant prior to
the  Exchange,  all  resigned  effective  November  6,  1997  and the Registrant
immediately  appointed  the  following  officers:

          M.  Stephen  Roberts               President
          M.  Stephen  Roberts               Secretary/Treasurer

     By  written  consent  of a majority of shareholders dated November 6, 1997,
the  shareholders  approved the Disposition. By written consent of a majority of
shareholders dated November 6, 1997, M. Stephen Roberts was elected to the board
of  directors  of  Registrant.  By  unanimous  written  consent  of  directors
immediately  thereafter,  the  newly  elected  board  elected  new  officers.

Other  Matters

     Registrant  has  no  employees and pays no salaries, wages, fees or similar
compensation.  Registrant's  administrative requirements, such as they are, were
handled  without  charge  by  M.  Stephen  Roberts,  Esq. through October, 1998.

Subsequent  Events

     On  October  28, 1998 Registrant effected a Reorganization  upon the filing
of  Articles  of  Merger  with  the  Secretary  of  State  of Texas changing the
company's  name to Facit Group Holdings, Inc. and changing its state of domicile
to Nevada.  The Reorganization effected a 1 for 4 reverse split of its $.001 par
value common. As a result of the Reorganization and giving effect to the reverse
split  and  subsequent  sale  of  stock  pursuant  to  Regulation  S, Registrant
currently  has  30,888,750  shares  of  common stock issued and outstanding, The
proceeds  of  the  sale of stock was used to pay all of Registrant's outstanding
liabilities  as of June 30, 1998.  Registrant's common stock is currently quoted
in  the  National  Association  of  Securities  Dealers  OTCBB  under  the  name
Facit  Group  Holdings,  Inc.,  NASDAQ  symbol  "FCIT".

                                      - 4 -
<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTY

     During  the  fiscal  year  ended  June  30, 1997 and through November,1997,
Registrant  made  its  headquarters  at the offices of PMB at 770 South Post Oak
Lane,  Suite  690,  Houston, Texas 77056,  From November 1997 through the end of
its  fiscal  year  ended  June  30, 1998, Registrant made it headquarters at the
offices  of M. Stephen Roberts, Esq. at One Riverway, Suite 1700, Houston, Texas
77056,  for  which  it  paid  no  rent  or  other  office  charges  or overhead.

ITEM  3.     LEGAL  PROCEEDINGS

     No  legal  proceedings  are  pending  to which the Registrant or any of its
property  is  subject,  nor  to  the  knowledge  of  Registrant  are  there  any
proceedings  threatened.

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

     The  following  matters  were  submitted to a vote of security holders at a
special  meeting  of shareholders of Note Bankers of America, Inc. f/k/a General
Genetics Corporation held on August 30, 1996 at 770 S. Post Oak Lane, Suite 690,
Houston,  Texas  77056:

     1.   Proposal to increase  authorized  capital from 5,000,000 Common Shares
          par value $.001 to 500,000,000 Common Shares par value $.001:

                    For:       Against:  Abstain:  Not Voted:
                    3,825,541     2,200       600      17,295

     2.   Proposal to approve a change in the authorized  capital of the company
          by adding (a) 100  million  Preferred  Class A shares,  (b) 50 million
          Preferred  Class B shares,  and (c) 150  million  warrants to purchase
          common stock.

                    For:       Against:  Abstain:  Not Voted:
                    2,728,318     2,400     1,600   1,113,318

     3.   Proposal to approve the purchase of 100% of the outstanding  shares in
          Private Mortgage Bankers, Inc. in exchange for 406,260,000 pre-reverse
          split shares of General Genetics Corporation.

                    For:       Against:  Abstain:  Not Voted:
                    2,728,718     1,700     1,900   1,113,318

     4.   Proposal to approve a 20 old for 1 new share consolidation.

                    For:       Against:  Abstain:  Not Voted:
                    3,795,166     2,600       600      47,270

     5.   Election of Directors:

                                           For:       Withheld:
                      Allen E. Myers       3,843,236      2,400
                      E. Donald DeYoung    3,843,236      2,400
                      Louis J. Blenderman  3,843,236      2,400

                                      - 5 -
<PAGE>
     6.   Proposal to appoint Hein + Associates LLP Certified Public Accountants
          and  Consultants  as the auditor for the enduing year and to authorize
          the Directors to fix the remuneration of the auditor.

                    For:       Against:  Abstain:
                    3,843,036     1,100     1,500

     7.   Proposal  to  approve  a name  change  for the  Company  from  General
          Genetics Corporation to Note Bankers of America, Inc.

                    For:       Against:  Abstain:
                    3,841,636     2,000     2,000

     8.   Proposal to merge General  Genetics  Corporation into its wholly owned
          subsidiary  Note Bankers of America,  Inc. for the purpose of changing
          the company's name and changing its state of domicile.

                    For:       Against:  Abstain:
                    3,841,636     2,000     2,000

     The  following  matters  were  submitted  to  a vote of security holders by
written  consent of a majority of shareholders of Note Bankers of America, Inc.,
consisting  of  Allen  E.  Myers  and Donald E. DeYoung as holders of 18,889,500
shares  of  the 23,555,000 shares issued and outstanding, said consent effective
November  6,  1997:

     1.   Proposal  approving  disposition  of PMB and Life  Today  and  related
          agreements:

                    For:        Not Voted:
                    18,889,500   4,665,500

     The  following  matters  were  submitted  to a vote of security  holders by
          written  consent  of a majority  of  shareholders  of Note  Bankers of
          America,   Inc.,  consisting  of  M.  Stephen  Roberts  as  holder  of
          19,675,000 of 23,555,000  shares issued and outstanding,  said consent
          effective  November 6, 1997:  1.  Proposal to reduce number of persons
          constituting the board of directors from 3 to 1:

                    For:        Not Voted:
                    19,675,000   3,880,000

     2.   Proposal that M. Stephen  Roberts be elected to the board of directors
          to serve as its sole director:

                    For:       Not Voted:
                    19675,000   3,880,000

     3.   Proposal to ratify prior shareholder  action approving  disposition of
          PMB and Life Today,  and Debt Release  Agreement  between NBA,  Myers,
          DeYoung and Roberts:

                    For:        Not Voted:
                    19,675,000   3,880,000

     The  following  matters  were  submitted  to  a vote of security holders by
written  consent of a majority of shareholders of Note Bankers of America, Inc.,
consisting  of  M.  Stephen Roberts as holder of 19,675,000 of 24,555,000 shares
issued  and  outstanding,  said  consent  effective  February  18,  1998:

                                      - 6 -
<PAGE>
     1.   Proposal to approve a Share Exchange Agreement under which the company
          disposed of its wholly owned  subsidiary  RRD  Enterprises in exchange
          for the  reacquisition  of  1,000,000  shares of the  company's  stock
          previously  issued to  acquire  RRD  Enterprises  and  providing  with
          respect to the allocation of income, gain, loss, deduction and credits
          and  responsibilities  with respect to federal tax matters between the
          parties:

                    For:        Not Voted:
                    19,675,000   4,880,000

                                     PART II

ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
          MATTERS

     Until October 16, 1990 Registrant's common stock was quoted in the National
Association  of  Securities Dealer's Automated Quotation ("NASDAQ") system under
the  NASDAQ  symbol  "GENG". On that date, Registrant's common stock was deleted
from that system by reason of Registrant's failure to maintain an asset position
of  at  least  $750,000 in accordance with NASDAQ requirements. The Registrant's
common stock was thereafter listed by the National Quotation Bureau in its "pink
sheets,"  but without prices until September, 1995 at which time it was moved to
the  Electronic  Bulletin  Board  trading  symbol  GENG.  As  of the opening  of
business  September  25,  1996  Registrant traded in the over-the-counter market
under the name Note Bankers of America, Inc. and  was  quoted  in  the  National
Association  of  Securities  Dealers  OTCBB  system  under  the  trading  symbol
"NBAI".  The  following table sets forth representative high and low closing bid
prices  (as  adjusted  for  the  1 for 20 reverse split) by calendar quarters as
reported  by  the  National Quotation Bureau, Inc. from July 1, 1996 to June 30,
1998.  Bid quotations represent prices between dealers, do not include mark-ups,
mark-downs or other fees or commissions, and do not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
                        Bid Prices


Calendar Quarter Ended  Low    High
----------------------  ----  ------
<S>                     <C>   <C>

September 30, 1996      8.00    8.75
December 31, 1996       1.75    4.50
March 31, 1997          1.25   4.125
June 30, 1997           .125  1.1875
September 30, 1997      .125    .375
December 31, 1997       .125   .1875
March 31, 1998          .125    .125
June 30, 1998           .125    .125
</TABLE>

     As  of  May  30, 1999, the number of holders of record of the common stock,
$.001  par  value,  of  Registrant  was  approximately  30,888,750.

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

     The  following  discussion should be read in conjunction with the Financial
Statements and related Notes thereto included elsewhere in the Form 10-KSB.  The
operations  discussed  below  were  discontinued  in  November  1997,  and  the
subsidiaries  conducting  these  operations  were disposed of at that time.  The
Company  has not conducted business operations of any kind since the disposition
of these operating subsidiaries.  Since November 31,1997, the Company has been a
development  stage  company  with  no  operations.

1998  Compared  to  1997:  Results  of  Operations

     Revenues and Gross Profits:  The Company presently has no operations as the
result  of  the  disposition  of  PMB  and  Life  Today.

                                      - 7 -
<PAGE>
          General  and  administrative  expenses:  General  and  administrative
expenses for  the  year  ended  December  31,  1998,  decreased from $211,880 to
$19,177  as  compared  to  1997.  This  decrease is attributed to a reduction of
business  operations  and  lack  of  cash  flow.

          Discontinued   operations:   The   operations  of  the   Company's
former  subsidiaries  in fiscal 1997 and 1998 resulted in a loss of $111,283 and
$36,898  respectively  and  a  gain  on  disposal  of discontinued operations of
$552,642 in 1998.  The gain in fiscal 1998 represented the excess of liabilities
over  related  assets  on  the  date  of  disposition.

          Net  Income/Loss:  Net  Income  for  the  year ended June 30, 1998 was
$508,61and  was  attributable  primarily to the gain on disposal of discontinued
operations  in  1998  as  compared  to  net  loss  of  $323,163  in  1997.

Liquidity  and  Capital  Resources

     Through  December  31,  1996, PMB and Life Today primarily acted as brokers
in  the  purchase  of  Mortgage  Receivables  and  Viatical  Receivables  by
originating  and  packaging  the  Receivables  for  presentation for purchase by
prospective  third  party  investors.  PMB  and  Life  Today  had  developed  a
continuing  relationship  with  several  individual  investors  who  provided
financing for the purchase of their current portfolio of Receivables.  Investors
in  those  Receivables  included  primarily  high  net  worth  individuals  and
individual  pension  and  retirement  accounts.  However,  dependence  upon
individual  third  party  investor-purchasers  and  difficulty in attracting new
investors  necessarily  limited  the  ability  of  PMB  and  Life  Today  to
significantly  expand  the volume of their purchases and  thereby limited  their
ability  to  generate  profits.  Management  believed  that future profitability
was  dependent  upon  increasing  the  volume  of  Receivables  purchased  and
purchasing  Receivables  as  principal  for  the  companies'  account,  thereby
increasing  the  return realized on each Receivable.  However, to  significantly
increase  the  volume  of  Receivables purchased, management  believed  that  it
was  necessary  to  raise  funds  through  its  own  investment  program  and
utilize  those  funds  for  the purchase of Receivables  as  principal  for  its
own  account.

          Management  was not able to raise the significant capital necessary to
implement  plans  to  acquire  Receivables  for  its  own  account  and  then to
"warehouse"  the Receivables  into pools to be offered for sale to institutional
investors.

          The  Company's  primary  sources  of  cash through November 1997, were
funds generated by sales of loans and viatical brokerage fees. The  Company also
relied  on  a  variety  of  other  capital  sources  to  finance  its  business
operations,  including  the  sale  of  Common  Stock,  sales  of Receivables and
asset sales, primarily real estate.  However, funds generated from these sources
were  not sufficient to generate positive cash flow and the Company found itself
continually  strapped  for  the cash necessary to market its services or attract
investor  funds to purchase Receivables. As a result of the lack of capital, the
Company  was  forced to curtail its operations to such as extent that it was not
able  to  generate  sufficient  revenues to sustain its business operations. Its
brokerage  business,  the  purchase  of  Mortgage  Receivables  and  Viatical
Receivables,  declined  dramatically through November, 1997, while the Company's
cash  requirements  continued  to  be  significant.  As  a  result  of cash flow
deficits,  it  was  determined in November 1977 to divest the PMB and Life Today
subsidiaries  and seek other business opportunities for the Company for the best
interests  of  the  shareholders.

          In November 1997 Registrant disposed of its two operating subsidiaries
to  their respective former owners, one being Mr. Myers, CEO and Chairman of the
Company, resulting in transferring all of the shares held by the Company in each
subsidiary.  Since that disposition, the Company has had no business operations.

Plan  of  Operation

     The  Company  does  not  currently  have  any  external  sources of working
capital.  The  Company's  officer  and  sole  director  (the  "Management")  has
not  entered  into  any  commitments  for  expenses or for capital expenditures.
It  is  not  expected  that  salaries  will  be paid to officers.  No additional
employees are expected in  the  foreseeable  future. Registrant's administrative
requirements,  such  as  they  are,  were  handled  without charge by M. Stephen
Roberts,  Esq. through October, 1998.  From November 1997 through the end of its
fiscal  year ended June 30, 1998, Registrant made it headquarters at the offices
of  M.  Stephen Roberts, Esq. at One Riverway, Suite 1700, Houston, Texas 77056,
for  which  it  paid  no  rent  or  other  office  charges  or  overhead.

                                      - 8 -
<PAGE>
          While  the  Company  has  not engaged in any business activities since
November  1997,  Management  believes  that  it  may be possible to recover some
value  for  the  stockholders  by  restructuring  the  Company  to  effect  a
business  combination  transaction  with  a  suitable  privately-held  company
that  has  both  business  history  and  operating  assets.

          Management   believes   the  Company   will  offer  owners  of  a
suitable  privately-held  company  the  opportunity  to  acquire  a  controlling
interest  in a public company at  substantially  less cost than would  otherwise
be  required to conduct an initial public offering.  Nevertheless, Management is
not  aware  of  any  empirical   statistical  data  that  would  independently
confirm  or  quantify Management's  beliefs  concerning the perceived value of a
merger  or  acquisition transaction for the owners of a suitable  privately-held
company.  The  owners  of  any  existing  business  selected  for  a  business
combination  with  the  Company  will  incur  significant  costs  and  expenses,
including  the  costs  of  preparing  the  required  business  combination
agreements and related  documents,  the costs of preparing  a Current  Report on
Form  8-K  describing  the  business  combination  transaction  and the costs of
preparing  the  documentation  associated  with  any  future reporting under the
Securities  Act.

          The  Company  expects  to  initiate  a  search  for  a  suitable
privately-held  company  in  1999.  If  successful,  this  type  of  business
combination  is  often referred to as a "blind pool" because  stockholders  will
not  ordinarily  have  an  opportunity  to  analyze  the  various  business
opportunities  presented  to  the  Company,  or  to  approve  or  disprove  the
terms  of  any  business  combination  transaction  that  may be  negotiated  by
Management  on  behalf of the  Company.  Consequently,  the Company's  potential
success  will  be heavily dependent on the efforts and  abilities of its officer
and  sole director,  who will have  virtually unlimited  discretion in searching
for, negotiating and entering into a business combination  transaction  Although
Management  has  had  experience  in  effecting  these  type  of  business
combinations  and  believes  the  Company  will be able to enter into a business
combination within 12 months, there can be no assurance as to how much time will
elapse  before  a  business  combination  is  effected,  if  ever.  The  Company
will  not  restrict  its  search  to  any  specific  business,  industry  or
geographical  location, and the Company may participate in a business venture of
virtually  any  kind  or  nature.

          Management  anticipates  that  the selection of a business opportunity
for  the  Company  will be complex  and  extremely  risky,  because  of  general
economic  conditions,  rapid  technological  advances  being  made  in  some
industries,  and  shortages  of  available  capital.   Management   believes
there  are  numerous  privately-held  companies  seeking the perceived  benefits
of  a  publicly  traded  corporation.  Such  perceived  benefits  may  include
facilitating  debt  financing  or  improving  the  terms  on  which  additional
equity  may  be  sought,  providing  liquidity  for  the  principals  of  the
business,  creating a means for providing incentive  stock  options  or  similar
benefits  to  key  employees,  providing  liquidity  for  all  stockholders  and
other  factors.

          Potential  opportunities  may  occur  in  many  different  industries
and  at  various  stages  of  development,  all  of  which will make the task of
comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult  and complex.  Management anticipates that the Company will
be  able  to  participate  in  only  one  business  venture.  This  lack  of
diversification  should be considered a  substantial  inherent  risk  because it
will  not permit the Company to offset potential losses from one venture against
gains  from  another.  Moreover,  due  to  the  Company's lack of any meaningful
financial,  managerial  or  other  resources, Management  believes  the  Company
will  not  be  viewed  as  a  suitable  business combination  partner for either
developing  companies or established  businesses that are in need of substantial
additional  capital.

Acquisition  Opportunities

          In  implementing  a  particular business combination transaction,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  franchise  or  licensing agreement with another corporation or entity.
It  may  also  purchase  stock  or  assets  of an existing  business.  After the
consummation  of  a  business  combination  transaction,  it  is likely that the
present  stockholders of the Company will only own a small minority  interest in
the combined  companies.  In addition,  as part of the terms of the  acquisition
transaction,  all  of  the  Company's  officers  and  directors  will ordinarily
resign  and  be  replaced  by  new  officers  and directors  without vote of the
stockholders.  Management  does  not  intend  to  obtain  the  approval  of  the
stockholders  prior  to  consummating  any  acquisition  other  than a statutory
merger  that  requires  a  stockholder  vote.

                                      - 9 -
<PAGE>
          It  is  anticipated  that  any  securities  issued  in  a  business
combination  transaction  will  be  issued  in  reliance  on  exemptions  from
registration  under  applicable  Federal  and  state  securities  laws.  In some
circumstances,  however, as a  negotiated  element  of a  business  combination,
the  Company  may  agree  to  register  such  securities  either at the time the
transaction  is  consummated  or  at  some  specified  time  thereafter.   The
issuance  of  substantial   additional  securities and their potential sale into
any trading market that may develop may have a depressive effect on such market.
While  the  actual  terms  of  a transaction to which the Company may be a party
cannot  be  predicted,  it  may  be  expected  that the parties to the  business
transaction  will  find  it  desirable  to avoid the creation of a taxable event
and  thereby  structure the acquisition in a so called "tax free" reorganization
under  Sections 368 or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In  order  to  obtain  tax  free  treatment  under the Code, it may be
necessary  for  the  owners  of the acquired business to own 80% or  more of the
voting  stock  of the  surviving  entity.  In  such  event  the stockholders  of
the  Company  would  retain  less  than  20%  of  the  combined  companies,
which  could  result  in  significant  dilution  in  the  equity  of  such
stockholders.   The  Company  intends  to  structure  any  business  combination
transaction in such manner as to minimize  federal and state tax consequences to
the  Company  and  any  target  company.

          As  part  of  the  Company's  investigation  of  potential  business
opportunities,  Management  may  visit  and  inspect  material  facilities,
obtain  independent  analysis or verification of certain  information  provided,
check  references  of  management  and key personnel,  and take other reasonable
investigative  measures,  to  the  extent  of the  Company's  limited  resources
and  Management's  limited  expertise.  The  manner  in  which  the  Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties,  and the relative
negotiating  strength  of  the  Company  and  such  other  management.

          With  respect  to any business  combination  negotiations,  Management
will  ordinarily  focus  on  the  percentage  of  the  Company  which  target
company  stockholders  would  acquire  in  exchange  for  their  ownership
interest  in the target company.  Depending upon, among other things, the target
company's  assets  and  liabilities,  the Company's current stockholders will in
all  likelihood  only  own a small minority  interest in the combined  companies
upon  completion  of  the  business  combination  transaction.  Any  business
combination  effected  by  the  Company  can  be  expected to have a significant
dilutive  effect  on  the  percentage  of  shares  held by the Company's current
stockholders.

          Upon  completion  of  a business  combination  transaction,  there can
be  no  assurance  that  the combined  companies will have  sufficient  funds to
undertake  any   significant   development,   marketing   and   manufacturing
activities.  Accordingly,  the  combined  companies  may  be  required to either
seek  additional debt or equity  financing or obtain funding from third parties,
in  exchange  for  which  the  combined  companies  might be required to issue a
substantial  equity  position.  There  is  no  assurance  that  the  combined
companies  will  be  able  to obtain additional financing on terms acceptable to
the  combined  companies.

          It  is  anticipated  that  the  investigation  of  specific  business
opportunities  and  the  negotiation,  drafting  and  execution  of  relevant
agreements,  disclosure  documents  and  other  instruments  will  require
substantial  management  time  and  attention  and  substantial  costs  for
accountants,  attorneys and others.  If a decision is made not to participate in
a specific business opportunity the costs incurred in the related  investigation
would  not  be  recoverable.  Furthermore,  even if an agreement  is reached for
the  participation  in  a  specific  business  opportunity,  the  failure  to
consummate  that  transaction  may  result  in  the  loss  to the Company of the
related  costs  incurred.

     Registrant  is  not  presently  operational and has not been engaged in any
active  business  operations  since  the  latter  part  of  1997.


ITEM  7.     FINANCIAL  STATEMENTS

     The  financial  statements and supplementary data required by this Item are
set  forth  immediately  following  on  pages  F-1  to  F-10.

                                     - 10 -
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
     AND  FINANCIAL  DISCLOSURE

     Changes  in  Registrant's  Certified  Public  Accountant:

     (a)  Effective  September 11, 1996,  the Board of Directors of Note Bankers
          of America,  Inc. engaged the accounting firm of Hein + Associates llp
          as  independent  accountants to the  Registrant.  The services of Paul
          Rosenberg,  Certified  Public  Accountant,  were  terminated  for  the
          convenience of the Registrant at that same meeting.

     (b)  During the most  recent  fiscal year ended June 30,  1995,  and in the
          subsequent  interim  periods up through  the date of his  replacement,
          there were no  disagreements  with Paul  Rosenberg,  Certified  Public
          Accountant,  on any  matter of  accounting  principles  or  practices,
          financial  statement  disclosure,  auditing scope, or procedure or any
          reportable event which, if not so resolved to the satisfaction of Paul
          Rosenberg, Certified Public Accountant, would have caused said firm to
          make reference to the matter in their report.

     (c)  Paul Rosenberg, Certified Public Accountant's, report on the financial
          statements  for the year  ended June  30,1995  and 1994  contained  no
          adverse  opinion or  disclaimer  of opinion and was not  qualified  or
          modified as to uncertainty, audit scope or accounting principles.


                                    PART III

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

DIRECTORS

     The  following  sets  forth,  as at June 30, 1997 and at June 30, 1998, the
directors of Registrant, their respective ages, the year in which each was first
elected or appointed a director, and any other office in Registrant held by each
director.

1998

<TABLE>
<CAPTION>
Name                Other Offices Held  Age  Director Since
------------------  ------------------  ---  --------------
<S>                 <C>                 <C>  <C>

M. Stephen Roberts  President            56            1997
                    Secretary
</TABLE>


     1997


<TABLE>
<CAPTION>
Name                 Other Offices Held  Age   Director Since
-------------------  ------------------  ---  ---------------
<S>                  <C>                 <C>   <C>

Allen E. Myers       Chairman                            1996
                     CEO
Donald E. DeYoung    President                           1996
Allen E. Blenderman                                      1996
</TABLE>


     On  July  19, 1996 Chor-Weng Tan and James N. Juliana resigned as directors
for the Registrant. In  connection  with  the Exchange and the change in control
of Registrant, Ty Porier,  the  sole  remaining  director  declined to stand for
re-election  and  resigned  effective  September  30,  1996.  Such  resignations
did  not  result from any disagreement with Registrant on any matter relating to
Registrant's  operations,  policies  or  practices.

                                     - 11 -
<PAGE>
     Allen  E.  Myers, E. Donald DeYoung and Louis J. Blenderman were elected to
the  Board  of Directors at the annual shareholder's meeting on August 30, 1996.
In  connection  with  the  Disposition  of  PMB  and  the  change  in control of
Registrant, Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all
of  Registrant's  directors,  declined  to  stand  for  re-election and resigned
effective  November  6,  1997.  The  letters  of resignation did not request the
disclosure  of  any  disagreement  with  Registrant regarding the resignation or
refusal  to  stand  for  re-election.

Immediately  upon  consummation  of  these  transactions, M. Stephen Roberts was
elected  to  the  board  of  directors  of  the  Registrant  as its sole member.

EXECUTIVE  OFFICERS

     The  following  sets  forth  the  executive  officers  of Registrant, their
respective ages, the year in which each was first appointed an executive officer
of  Registrant  and  all  positions  and offices in Registrant held by each such
person  as  at  June  30,  1997  and  June  30,  1998.

1998

<TABLE>
<CAPTION>
Name                   Offices Held      Age  Officer Since
------------------  -------------------  ---  -------------
<S>                 <C>                  <C>  <C>

M. Stephen Roberts  President/Secretary   56           1997
</TABLE>


     1997

<TABLE>
<CAPTION>
Name               Offices Held  Age   Officer Since
-----------------  ------------  ----  -------------
<S>                <C>           <C>   <C>

Allen E. Myers     Chairman/CEO                 1996
Donald E. DeYoung  President                    1996
</TABLE>


     In  August  1996  Hans  Morkner  resigned  as  president  of  Registrant in
connection  with  the  acquisition of PMB.  Such resignation did not result from
any  disagreement  with  Registrant  on  any  matter  relating  to  Registrant's
operations,  policies  or  practices.  Registrant  immediately  appointed  the
following  officers:

          Allen  E.  Myers               Chairman  and  CEO
          Donald  DeYoung                President
          William  Herndon               Secretary/Treasurer


On  November  6, 1997, in connection with the Exchange and the change in control
of  Registrant,  Allen E. Myers, Chairman and CEO of the Registrant prior to the
Exchange,  E.  Donald DeYoung, president of the Registrant prior to the Exchange
and  William  T.  Herndon,  Secretary/Treasurer  of  the Registrant prior to the
Exchange,  all  resigned.  Such resignation did not result from any disagreement
with  Registrant  on any matter relating to Registrant's operations, policies or
practices.   Registrant  immediately  appointed  the  following  officers:

          M.  Stephen  Roberts               President
          M.  Stephen  Roberts               Secretary/Treasurer

                                     - 12 -
<PAGE>
BUSINESS  EXPERIENCE

     The  following  summarizes the occupation and business experience during at
least five years preceding June 30, 1998 of each person who served as a director
and/or  executive  officer  of  Registrant  at  June 30, 1997 and June 30, 1998.

1997

     Allen  E.  Myers  has  served as president of PMB since its formation.  Mr.
Myers  has  fourteen  years  experience in "owner financed" or seller carryback,
first  mortgage  notes.  Prior  to  joining  PMB,  Mr.  Myers  was  in  the
commercial/industrial  leasing  and  financing  industry  arranging  for initial
financing  for  Atari  and  secondary  financing  for  similar  sized companies.

     E.  Donald  DeYoung  was  the  president and chief marketing officer of the
Company  and  president  of Life today and LT Financial.  Mr. DeYoung is an NASD
registered principal.  Prior to joining Life Today, Mr. DeYoung served as Senior
Vice President, National Director of Insurance Sales in charge of developing and
marketing  Variable  Life  Insurance  and  annuity products for American Capital
Marketing,  Inc., a wholly owned subsidiary of the Travelers Companies, formerly
Primerica.  He  also previously served as president, CEO and founder of American
General  Securities,  Inc.,  an  NASD  registered  Broker  Dealer.

     1998

     M.  Stephen  Roberts  is  an  attorney  licensed  to  practice in Texas and
Louisiana  and  has  been  engaged  in  the  private  practice  of law as a sole
practitioner  since  1968.  He obtained a B.A. in Economics from Louisiana State
University, a Juris Doctor from the Louisiana State University Law School and an
L.L.M.  in  taxation  from  the Southern Methodist University Law School.  Since
1977,  Mr. Roberts' practice has been concentrated in corporate, tax, securities
and  investment  banking  related  fields;  syndication  of  general and limited
partnership  interests  and  corporate securities, including financing involving
private  placements,  initial  public  offerings  and  capital  restructures;
corporate,  securities  law,  accounting,  financing  and  business  aspects  of
acquisitions  including  mergers  and  purchases  of  assets  and stock; and the
acquisition,  development,  use  and  disposition of interests in real property.


ITEM  10.          EXECUTIVE  COMPENSATION


1997


<TABLE>
<CAPTION>
                              Annual Compensation      Long Term Compensation
                          -------------------------  ---------------------------
                                                       Awards     Payouts
Name and Principal  Year  Salary   Bonus     Other   ---------------------------
Position                                    Annual    Restricted    Securities      LTIP      All Other
                                           Compensa      Stock      Underlying    Payouts   Compensation
                                             Tion       Awards     Options/SARs
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
<S>                 <C>   <C>      <C>     <C>        <C>          <C>            <C>       <C>

Allen E. Myers      1997  $42,000  $    0  $       0  $         0  $           0  $      0  $           0
CEO
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
E. Donald DeYoung   1997  $48,417  $    0  $       0  $         0  $           0  $      0  $           0
President
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
</TABLE>


1998


<TABLE>
<CAPTION>
                              Annual Compensation      Long Term Compensation
                          -------------------------  ---------------------------
                                                       Awards     Payouts
Name and Principal  Year  Salary   Bonus     Other   ---------------------------
Position                                    Annual    Restricted    Securities      LTIP      All Other
                                           Compensa      Stock      Underlying    Payouts   Compensation
                                             Tion       Awards     Options/SARs
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
<S>                 <C>   <C>      <C>     <C>        <C>          <C>            <C>       <C>

Allen E. Myers      1998  $14,000  $    0  $       0  $         0  $           0  $      0  $           0
CEO
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
E. Donald DeYoung   1998  $     0  $    0  $       0  $         0  $           0  $      0  $           0
President
------------------  ----  -------  ------  ---------  -----------  -------------  --------  -------------
</TABLE>

                                     - 13 -
<PAGE>
COMPENSATION  PLANS

     Registrant  is not, and was not during the fiscal years ended June 30, 1997
and  1998,  a  party  to  any  employment  agreements  or  other  plans  for the
compensation  of  any  executive  officers  or  other  persons.

STOCK  OPTIONS

     There  are, and as at June 30, 1998 and 1997, there were, no options of any
kind  outstanding  for  the  purchase  of  common  stock  of  Registrant nor has
Registrant  ever  adopted or entered into any plan or agreement for the issuance
of  stock  options  of  any  kind.

DIRECTOR'S  COMPENSATION

     The  directors  of  Registrant serving as executive officers of the company
are  not  and  have  never been compensated for their services as such. Louis J.
Blenderman,  an  outside  director, was issued 100,000 shares of Note Bankers of
America,  Inc.  common  stock  issued  to  pursuant  to  Directors  Compensation
Agreement  dated  July  31,  1996.  The  shares  are  restricted  stock.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Any  person  who is an officer, director, or the beneficial owner, directly
or  indirectly,  of  more  than  10%  of  the  outstanding  common  stock of the
Registrant  is  required  under  Section 16(a) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  to  file  certain  reports  with the
Securities  and  Exchange  Commission  (the  "Commission") disclosing his or her
holdings  or  transactions  in any securities of the Registrant. For purposes of
this discussion, all such persons required to file such reports will be referred
to as "Reporting Persons". Every Reporting Person must file an initial statement
of  his  or  her  beneficial  ownership  of  the  Registrant's securities on the
Commission's  Form 3 within ten days after he or she becomes a Reporting Person.
Thereafter  (with  certain  limited  exceptions),  all  changes  in  his  or her
beneficial  ownership  of  the  Registrant's  securities must be reported on the
Commission's  Form  4  on  or  before the 10th day after the end of the month in
which  such  change occurred. Certain changes in beneficial ownership are exempt
from the Form 4 requirements, but are required to be reported on a Form 5 within
45  days  of  the  end  of  the  fiscal year in which such changes occurred, The
Registrant  knows of no person who was a Reporting Person during the fiscal year
ended  June 30, 1998 and 1997, who has failed to file any reports required to be
filed  during  such  period  of  Forms  3  or  4 with respect to his holdings or
transactions  in  the  Registrant's  securities.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS

     The  following  table  sets  forth  information  with  respect to the share
ownership,  as  of  June 30, 1998 of those persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.001 par value:

<TABLE>
<CAPTION>
Name and Address          Amount and Nature of
of Beneficial Owner       Beneficial Ownership  Percent of Class
------------------------  --------------------  -----------------
<S>                       <C>                   <C>

M. Stephen Roberts
One Riverway, Suite 1700
Houston, Texas 77056                19,675,000             80.1%
</TABLE>

                                     - 14 -
<PAGE>
     The  following  table  sets  forth  information  with  respect to the share
ownership,  as  of  June 30, 1997 of those persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.001 par value:

<TABLE>
<CAPTION>
Name and Address            Amount and Nature of
of Beneficial Owner         Beneficial Ownership  Percent of Class
--------------------------  --------------------  -----------------
<S>                         <C>                   <C>
Allen E. Myers                         9,390,000              41.6%
4003  Cypressdale  Drive
Spring  TX  77388

E. Donald DeYoung                      9,499,500              42.1%
7625  E.  Camelback  #217B
Scottsdale  AZ  85251
</TABLE>

SECURITY  OWNERSHIP  OF  MANAGEMENT

Ownership  of  Registrant's  Common  Stock

     The  following  table  sets  forth  information  concerning  the beneficial
ownership  of Registrant's Common Stock, as at June 30, 1998, by (i) each person
who  was a director, (ii) Registrant's executive officers, and (iii) all persons
who were directors and officers of Registrant, as a group, and the percentage of
Registrant's  issued  and  outstanding  stock  represented  by  such  beneficial
ownership.

<TABLE>
<CAPTION>
Name and Address                 Amount and Nature of
of Beneficial Owner              Beneficial Ownership  Percent of Class
-------------------------------  -------------------  ----------------
<S>                              <C>                   <C>
M. Stephen Roberts
One Riverway, Suite 1700
Houston, Texas 77056             19,675,000              80.1%

All directors and officers as a
  group (1 person)               19,675,000              84.2%
</TABLE>

     The  following  table  sets  forth  information  concerning  the beneficial
ownership  of Registrant's Common Stock, as at June 30, 1997, by (i) each person
who  was a director, (ii) Registrant's executive officers, and (iii) all persons
who were directors and officers of Registrant, as a group, and the percentage of
Registrant's  issued  and  outstanding  stock  represented  by  such  beneficial
ownership.

<TABLE>
<CAPTION>
Name and Address                 Amount and Nature of
of Beneficial Owner              Beneficial Ownership  Percent of Class
-------------------------------  --------------------  ----------------
<S>                              <C>                   <C>

Allen E. Myers
4003  Cypressdale  Drive
Spring  TX  77388                 9,390,000              41.6%

E. Donald DeYoung
7625  E.  Camelback  #217B
Scottsdale  AZ  85251             9,499,500              42.1%

All directors and officers as a
  group (3 persons)              18,989,500              84.2%
</TABLE>

                                     - 15 -
<PAGE>
ITEM  12.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Transactions  With  Management  and  Others

     In connection with disposition of PMB and Life Today as discussed in Item 1
of this Report, Registrant sold (i) 100% of the common stock of Private Mortgage
Bankers,  Inc.  ("PMB"),  a  wholly  owned subsidiary of Registrant, to Allen E.
Myers for nominal consideration and (ii) 100% of the common stock of Life Today,
Inc.  ("Life  Today"),  a  wholly  owned subsidiary of Registrant, to Richard E.
Perry  for nominal consideration, all pursuant to an Agreement dated November 6,
1997  among (i) the Registrant, (ii) PMB, (iii) Life Today, (iv) Allen E. Myers,
(v)  Richard  E.  Perry  and  (vi)  E.  Donald DeYoung (the "Disposition"). This
disposition represented the sale of substantially all of the remaining assets of
Registrant.  Myers  was  a  former  owner  of  PMB,  an  officer and director of
Registrant  and  a  director  of PMB and Life Today. Perry was a former owner of
Life  Today and an officer of Life Today. These matters are discussed in greater
detail  in  Item  2.  "Acquisition  or  Disposition  of  Assets" of Registrant's
Current  Report  of  Form  8-K,  dated  November  25, 1997, under the respective
subcaptions,  "Disposition of Assets," which discussions are hereby incorporated
herein  by  reference.

Indebtedness  of  Management

     Registrant  has  no  policy or plans with respect to the making of loans to
its  officers  and  directors.


                                     PART IV

ITEM  13.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

     The  exhibits  filed  as  a  part  of  this  report  are  as  follows:

Exhibit  No.  as  filed  with  Registration  statement or Report specified below
--------------------------------------------------------------------------------

2    2.1  Agreement and plan of reorganization, date April 19, 1984 (3)

     2.2  Agreement and plan of merger, dated October 22, 1984 (1)

     2.3  Agreement and plan of reorganization, dated September 9, 1987 (5)

     2.4  Acquisition  Agreement among Registrant,  Zapit  Technology,  Inc. and
          Tround International, Inc., dated August 19, 1994 (6)

     2.5  Agreement   for   Exchange   of  Stock  and  Plan  of   Reorganization
          ("Exchange") dated July 31, 1996 (8)

     2.6  Plan of Consolidation  Merging General Genetics  Corporation  (Parent)
          Into Note Bankers of America,  Inc.  (Subsidiary)  dated September 30,
          1996 (8)

     2.7  Agreement dated November 6, 1997 between (i) the Registrant,(ii)  PMB,
          and (iii) Life Today,  (iv) Allen E.  Myers,  (v) Richard E. Perry and
          (vi) E. Donald DeYoung (10)

     2.8  Debt Release  Agreement dated November 6, 1997 between Note Bankers of
          America,  Inc.,  E. Donald  DeYoung , Allen E. Myers,  and M.  Stephen
          Roberts, Esq. (10)

3    3.1  Certificate of incorporation (2)

     3.2  Amendment to Certificate of Incorporation filed June 17, 1996 (7)

     3.3  By-laws (2)

     3.4  Articles of Incorporation of Note Bankers of America, Inc. (8)

     3.5  Bylaws of Note Bankers of America, Inc. (8)


4    4.1  Specimen  common  stock  certificate  (2)

                                     - 16 -
<PAGE>
10   10.1 License  agreement  between  Tround  International,  Inc.  and  Tround
          Geothermal Corp., dated April 10, 1984

     10.2 Agreement and development plan, dated May 14, 1984 (4)

     10.3 Recession and Option Agreement between  Registrant,  Tround Geothermal
          Corporation, and Tround International, Inc., dated October 7, 1994 (6)

16   16.1 Letter dated December 9, 1996 from Paul  Rosenberg,  CPA, on change in
          certifying accountant (9)

21   21.1 Notice to  stockholders of Registrant  under Rule 14f-1,  dated May 7,
          1984 (4)

27   27.1 Financial Data Schedules (Electronic filing only)

     27.2 Financial Data Schedules (Electronic filing only)


Notes:

(1)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated above, to the annual report of Registrant on Form 10-K for the
     year  ended  June  30,  1984,  which  exhibit  is  incorporated  herein  by
     reference.

(2)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above,  to the  registration  statement of Registrant on Form
     S-18,  File  No.  2-79475-D,   which  exhibit  is  incorporated  herein  by
     reference.

(3)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above, to the current report of Registrant on Form 8-K, dated
     April 25, 1984, which exhibit is incorporated herein by reference.

(4)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above, to the current report of Registrant on Form 8-K, dated
     May 10, 1984, which exhibit is incorporated herein by reference.

(5)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated above, to the annual report of Registrant on Form 10-K for the
     year  ended  June  30,  1987,  which  exhibit  is  incorporated  herein  by
     reference.

(6)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above, to the current report of Registrant on Form 8-K, dated
     August 12, 1994, which exhibit is incorporated herein by reference.

(7)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated above, to the annual report of Registrant on Form 10-K for the
     year  ended  June  30,  1996,  which  exhibit  is  incorporated  herein  by
     reference.

(8)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above,  to the current  report of  Registrant  on Form 8-K/A,
     amendment  no. 1, dated  November 4, 1996,  which  exhibit is  incorporated
     herein by reference.

(9)  Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above,  to the current  report of  Registrant  on Form 8-K/A,
     amendment  no. 3, dated  November 4, 1996,  which  exhibit is  incorporated
     herein by reference.

(10) Filed with the Securities and Exchange  Commission as an exhibit,  numbered
     as indicated  above, to the current report of Registrant on Form 8-K, dated
     November 25, 1997, which exhibit is incorporated herein by reference


                                     - 17 -
<PAGE>
REPORTS  ON  FORM  8-K

     No  reports  on  Form  8-K were filed during the last quarter of the period
covered  by  this  report.




                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                            NOTE  BANKERS  OF  AMERICA,  INC.


                            By:  /s/  M.  Stephen  Roberts
                                 -------------------------------------
                                      M.  Stephen  Roberts,  President


     In  accordance  with Exchange Act, this report has been signed below by the
following  persons  on behalf of the Registrant and in the capacities and on the
date(s)  indicated.

SIGNATURES                                    TITLE        DATE

Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer:


/s/  M. Stephen Roberts                    President  June 15, 1999
----------------------
     M. Stephen Roberts

A Majority of the board of directors:


/s/ M. Stephen Roberts                     Director   June 15, 1999
----------------------
    M. Stephen Roberts


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



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

                                     - 18 -
<PAGE>
<TABLE>
<CAPTION>
                                      INDEX



                                                                          Page
                                                                          ----
<S>                                                                       <C>
NOTE BANKERS OF AMERICA, INC.

  Independent Auditor's Report                                            F-2

  Consolidated Balance Sheet - December 31, 1997 and June 30, 1998        F-3

  Consolidated Statements of Operations - For the Years Ended
    December 31, 1997 and 1998 . . . . . . . . . . . . . . . . . . . . .  F-4

  Consolidated Statements of Stockholders' Deficit - For the Period From
    July 1, 1997 through June 30, 1998 . . . . . . . . . . . . . . . . .  F-5

  Consolidated Statements of Cash Flows - For the Years Ended
    June 30, 1997 and 1998 . . . . . . . . . . . . . . . . . . . . . . .  F-6

  Notes to Financial Statements                                           F-7
</TABLE>

                                      F - 1
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors  and  Stockholders
Note  Bankers  of  America,  Inc.

We  have  audited the accompanying consolidated balance sheet of Note Bankers of
America,  Inc.  (the  "Company")  as  of June 30, 1997 and 1998, and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows  for the years then ended. 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 consolidated financial position of Note
Bankers  of  America,  Inc. as of December 31, 1997 and 1998, and the results of
its  operations  and  its  cash  flows  for  each  of  the  years then ended, 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 4, the Company
has  ceased  all  business operations and has liabilities which exceed assets at
June 30, 1998, which raises substantial doubt about its ability to continue as a
going  concern.


Hein  +  Associates  llp

Houston,  Texas
March  16,  1999

                                      F - 2
<PAGE>
<TABLE>
<CAPTION>
                                NOTE BANKERS OF AMERICA, INC.

                                  CONSOLIDATED BALANCE SHEET

                                                                             June 30,
                                                                      -----------------------
                                                                         1997         1998
                                                                      -----------  ----------
<S>                                                                   <C>          <C>

                              ASSETS

CURRENT ASSETS - CASH                                                 $      122           -

ASSETS OF DISCONTINUED OPERATIONS                                      1,049,148           -
                                                                      -----------  ----------

   Total assets                                                       $1,049,270   $       -
                                                                      ===========  ==========



              LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------
Accounts payable                                                      $   61,649   $  27,155

Amounts due stockholders                                                  58,231           -
                                                                      -----------  ----------

   TOTAL CURRENT LIABILITIES                                             119,880      27,155

Liabilities of Discontinued Operations                                 1,552,366           -

STOCKHOLDERS' DEFICIT :
 Note receivable from sale of common stock                               (58,231)          -
 Preferred stock; 150,000,000 authorized; none issued                          -           -
 Common stock, $.001 par value; 500,000,000 shares                        22,530      23,555
   authorized; 22,530,000 shares issued and outstanding at June
   30, 1997; 23,555,000 at June 30, 1998
 Additional paid-in capital                                              121,241     148,073
 Accumulated deficit                                                    (708,516)   (198,783)
                                                                      -----------  ----------
     Total stockholders' deficit                                        (622,976)    (27,155)
                                                                      -----------  ----------

     Total liabilities and stockholders' deficit                      $1,049,270   $       -
                                                                      ===========  ==========
</TABLE>

       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

                                      F - 3
<PAGE>
<TABLE>
<CAPTION>
                           NOTE BANKERS OF AMERICA, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                    For the Years Ended
                                                       December 31,
                                                --------------------------
                                                    1997          1998
                                                ------------  ------------
<S>                                             <C>           <C>
Revenues                                        $         -   $         -

General and Administrative Expenses                (211,880)      (19,177)

OTHER INCOME (EXPENSE)                                    -        12,043
                                                ------------  ------------

     Loss from continuing operations               (211,880)       (7,134)

DISCONTINUED OPERATIONS:
 Loss from discontinued operations                 (111,283)      (36,898)
 Gain on disposal of discontinued operation               -       552,642
                                                ------------  ------------
                                                   (111,283)      515,744
                                                ------------  ------------
     Net income (loss)                             (323,163)      508,610
                                                ============  ============

Earnings (Loss) per Share - Basic and Diluted   $      (.01)  $       .02
                                                ============  ============

Weighted Average Number of Shares                21,741,000    22,595,167
                                                ============  ============
</TABLE>

       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

                                      F - 4
<PAGE>
<TABLE>
<CAPTION>
                                              NOTE BANKERS OF AMERICA, INC.

                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                 FOR THE PERIOD FROM JULY 1, 1996 THROUGH JUNE 30, 1998

                                                                                                     Note
                                                         Common Stock       Additional             Receivable   Total
                                                   -----------------------   Paid-In  Accumulated  from Sale  Stockholders'
                                                      Shares      Amount     Capital    Deficit    of Stock    Deficit
                                                   ------------  ---------  ---------  ----------  ---------  ----------
<S>                                                <C>           <C>        <C>        <C>         <C>        <C>
BALANCES, July 1, 1996                              60,939,000   $ 60,939   $      -   $(342,752)         -   $(281,813)
 Acquisition of shares preceding merger            (40,626,000)   (40,626)         -     (19,374)         -     (60,000)
 Acquisition of Private Mortgage Bankers, Inc.         227,000        227          -     (23,227)         -     (23,000)
 Sale of common stock                                1,255,000      1,255     43,745           -          -      45,000
 Common stock issued for services                      110,000        110       (110)          -          -           -
 Common stock issued to retire payables                625,000        625     77,606           -    (58,231)     20,000
 Net loss                                                    -          -          -    (323,163)         -    (323,163)
                                                   ------------  ---------  ---------  ----------  ---------  ----------
BALANCES, June 30, 1997                             22,530,000     22,530    121,241    (708,516)   (58,231)   (622,976)
 Common stock issued to retire accounts              1,025,000      1,025     26,832           -          -      27,857
      payable due a stockholder
 Note receivable from sale of common stock                   -          -          -           -     58,231      58,231
      applied to related amounts due stockholders
 Net income                                                  -          -          -     508,610          -     508,610
 Other                                                       -          -          -       1,123          -       1,123
                                                   ------------  ---------  ---------  ----------  ---------  ----------
BALANCES, June 30, 1998                             23,555,000     23,555    148,073    (198,783)         -     (27,155)
                                                   ============  =========  =========  ==========  =========  ==========
</TABLE>

       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

                                      F - 5
<PAGE>
<TABLE>
<CAPTION>
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                          For the Years Ended
                                                                                                June 30,
                                                                                         ----------------------
                                                                                            1997        1998
                                                                                         ----------  ----------
<S>                                                                                      <C>         <C>
OPERATING ACTIVITIES:
 Net income (loss)                                                                       $(323,163)  $ 508,610
 Change in assets of discontinued operations                                               249,728      12,005
 Change in liabilities of discontinued operations                                         (111,323)     37,420
 Gain on sale of discontinued operations                                                         -    (552,642)
 Change in accounts payable                                                                139,880      (6,638)
 Other                                                                                           -       1,123
                                                                                         ----------  ----------
   Net cash used by operating activities                                                   (44,878)       (122)

FINANCING ACTIVITIES - Proceeds from sale of common stock                                   45,000           -
                                                                                         ----------  ----------

NET CHANGE IN CASH                                                                             122        (122)
CASH AT BEGINNING OF YEAR                                                                        -         122
                                                                                         ----------  ----------
CASH AT END OF YEAR                                                                      $     122   $       -
                                                                                         ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION - NON-CASH TRANSACTIONS:
 Note receivable from sale of common stock applied to related amounts due stockholders   $       -   $  58,231
 Common stock issued to retire accounts payable due a stockholder (1,025,000 shares)             -      27,857
 Common stock issued for services (110,000 shares)                                               -           -
 Common stock issued to retire payables                                                     20,000           -
 Note payable arising from acquisition of common stock prior to merger                      60,000           -
 Note receivable from sale of common stock to stockholders                               $  58,231   $       -
                                                                                         ==========  ==========
</TABLE>

                                      F - 6
<PAGE>
                          NOTE BANKERS OF AMERICA, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES:
       ----------------------------------------------------

General  -  Note  Bankers  of America, Inc. (the "Company") previously owned two
-------
wholly-owned  subsidiaries,  Private  Mortgage  Bankers,  Inc.  ("PMB") and Life
Today, Inc. ("LTI"). PMB purchased privately-held, owner-financed mortgages from
individuals  who  had  personally  financed the sale of real property throughout
Texas.  PMB  either  held  the  loans  for  investment  purposes or sold them to
individual  investors, banks or other institutions. PMB was also in the business
of  brokering  owner-financed  mortgages.

LTI  was  in  the  business  of  brokering  insurance  policies. LTI's customers
consisted  of  individuals  who  have  life-threatening  illnesses.

In  November  1997,  the  Company  consummated  a  Debt  Release  Agreement (the
"Agreement")  with  a creditor, pursuant to which control of the Company shifted
to  a  creditor.  Pursuant  to the Agreement, the Company transferred 18,640,000
shares of common stock to the creditor in exchange for the creditor's release of
the  Company  from  a  $35,000  obligation  for  legal  services.  The  total of
18,640,000  shares  of  the  Company  transferred to the creditor by the Company
represented  approximately 80% of the outstanding stock of the Company following
the  transfer.

Immediately  following  the  transfer of ownership, the Company sold (i) 100% of
the  common  stock  of PMB for nominal consideration and (ii) 100% of the common
stock  of  LTI  for  nominal  consideration. These sales represented the sale of
substantially  all  of  the  assets  of  the  Company.

After  the  sale of PMB and LTI, the Company consummated the acquisition of 100%
of  the common stock of RRD Enterprises, Inc. ("RRD"). The Company exchanged, in
a  stock  for stock exchange, a total of 1,000,000 shares of its $.001 par value
per  share common stock for 100% of the issued and outstanding shares of capital
stock  of  RRD,  making RRD a wholly-owned subsidiary of the Company. No cash or
other  consideration  was  tendered  in  connection  with  the  stock  exchange.

Upon  completion  of  the exchange, the Company had a total of 24,555,000 of its
$.001  par value per share common stock issued and outstanding, of which a total
of  1,000,000  shares  or 4.07% were held by the RRD shareholders and 23,555,000
were  held  by  non-RRD  shareholders.

On  February  18,  1998,  the  Registrant reacquired the 1,000,000 shares of the
Company's  common  stock  from a third party in exchange for all the outstanding
shares  of RRD owned by the Company. After this transaction, the Company did not
have  any  other significant operations. The operations of RRD during the period
owned  by  the  Company  were  nominal and are not reflected in the accompanying
financial  statements.


2.     ACCOUNTING  POLICIES  RELATED  TO  DISCONTINUED  OPERATIONS:
       -----------------------------------------------------------

Loans  Held  for  Resale - Loans to be held for an indefinite period of time are
------------------------
classified as available for sale and are carried at the lower of cost or market.
Cost  is computed as the principal amount outstanding, net of unearned discounts
and  deferred loan fees and expenses. Unearned discounts on loans are recognized
as  income  over  the term of the loans on a level-yield method. These loans are
sold  in  response to changes in market interest rates, liquidity needs or other
similar  factors.

The  allowance  for  credit losses is established through a provision for credit
losses  charged  to operating expense. The allowance represents an amount which,
in  management's  judgement,  will  be  adequate  to  absorb  possible losses on
existing  credits  which  may  become  uncollectible.  Management's judgement in
determining  the  adequacy  of  the  allowance  is  based  on evaluations of the
collectibility  of loans. These evaluations take into consideration such factors
as  changes  in  the  nature  and volume of the loan portfolio, current economic
conditions,  overall  portfolio  quality  and  review  of  specific  credits.

                                      F - 7
<PAGE>
2.     ACCOUNTING  POLICIES  RELATED  TO  DISCONTINUED  OPERATIONS:  (continued)
       -----------------------------------------------------------

The  Company accounts for impaired loans as prescribed in Statement of Financial
Accounting  Standards  No. 118, Accounting by Creditors for Impairment of a Loan
(SFAS  No.  118).  Impaired  loans are measured on the present value of expected
future  cash  flows  discounted  at  the loan's effective interest rate or, as a
practical  expedient, at the loan's observable market price or the fair value of
the  collateral  if  the  loan  is  collateral  dependent.

Concentrations  of  Credit  Risk - The Company's financial instruments which are
--------------------------------
exposed  to  concentrations of credit risk consist primarily of loans receivable
secured  by  single  family residential mortgages in Houston and the surrounding
area.  The Company assesses its credit risk and provides an allowance for credit
loss  for  any  loans  which  it  deems  doubtful  of  collection.

Fair  Value  of  Financial Instruments - The estimated fair values for financial
--------------------------------------
instruments  are  determined at discrete points in time based on relevant market
information.  The  carrying  amount  of  loans  held for resale approximate fair
value.  Cash  and accrued income and other assets are valued at book value which
approximated  fair  value.  The  carrying  amounts  of escrow deposits, accounts
payable  and  accrued  liabilities,  bank  line  of  credit  and  notes  payable
approximate  fair  value.

Loan  Origination Costs - Loan origination costs are deferred and amortized over
-----------------------
the  lives  of  the  related  loans  as  an  adjustment  of  yield.

Real  Estate  Owned  -  Real  estate  owned  represents  property  purchased for
-------------------
investment  or acquired through foreclosure. Real estate owned is carried at the
lower  of  cost or fair value. Reductions in the balance of real estate owned at
the  time  of  foreclosure  are  charged to the allowance for credit losses. Any
subsequent  writedowns  to  reflect cur-rent fair value are charged to operating
expense.


3.     ACCOUNTING  POLICIES  RELATED  TO  CONTINUING  OPERATIONS:
       ---------------------------------------------------------

Income  Taxes - The Company recognizes income taxes in accordance with Statement
-------------
of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No.
109). Under this method, deferred income taxes are recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
basis  (temporary  differences).

Under  SFAS No. 109, deferred tax assets are recognized for deductible temporary
differences  and  operating  loss  and  tax  credit  carryforwards,  and  then a
valuation  allowance  is  established to reduce that deferred tax asset if it is
"more  likely  than  not"  that  the  related tax benefits will not be realized.

Concentrations  of  Credit  Risk - The Company's financial instruments which are
--------------------------------
exposed  to  concentrations of credit risk consist primarily of loans receivable
secured  by  single  family residential mortgages in Houston and the surrounding
area.  The Company assesses its credit risk and provides an allowance for credit
loss  for  any  loans  which  it  deems  doubtful  of  collection.

Fair  Value  of  Financial Instruments - The estimated fair values for financial
--------------------------------------
instruments  are  determined at discrete points in time based on relevant market
information.  The  carrying  amount  of  loans  held for resale approximate fair
value.  Cash  and accrued income and other assets are valued at book value which
approximated  fair  value.  The  carrying  amounts  of escrow deposits, accounts
payable  and  accrued  liabilities,  bank  line  of  credit  and  notes  payable
approximate  fair  value.


                                      F - 8
<PAGE>
3.     ACCOUNTING  POLICIES  RELATED  TO  CONTINUING  OPERATIONS:  (continued)
       ---------------------------------------------------------

Estimates - The preparation of financial statements in conformity with generally
---------
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the amounts reported in their financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Earnings  (Loss)  Per  Share  -  Basic and diluted earnings (loss) per share was
----------------------------
computed  by  dividing  net  income (loss) by the weighted average common shares
outstanding  for  the years ended June 30, 1997 and 1998. There were no dilutive
securities  outstanding  during  these  years.


4.     GOING  CONCERN:
       --------------

The  accompanying  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  in  the  normal  course  of  business. As shown in the accompanying
financial  statements,  the  Company  has ceased all business operations and has
liabilities  that  exceed  its  assets. These factors indicate substantial doubt
about  the  Company's  ability  to  continue  as  a  going  concern.


5.     STOCKHOLDERS'  EQUITY:
       ---------------------

The  Company sold 1,255,000 shares of common stock to various individuals during
fiscal  year  1997  for cash of $45,000. During 1997, the Company issued 110,000
shares  of  common  stock  to  various  individuals for services provided to the
Company. The Company issued 625,000 shares of common stock to existing employees
and  to  certain creditors to offset payables due the employees in the amount of
$58,231  and  to  pay off amounts due creditors of $20,000. The shares issued to
employees  were  issued  in  exchange for a note receivable of $58,231. The note
receivable  was  netted  against  the related payable during fiscal 1998. During
fiscal year 1998, the Company issued 1,025,000 shares of common stock to pay off
accounts  payable  due  a  stockholder in the amount of $27,857 for professional
services  rendered  to  the  Company.

The  Board  of  Directors  is authorized to issue preferred stock in one or more
series  and  to  determine  the  relative  rights,  preferences, qualifications,
limitations  and  restrictions  of  any  shares  issued  to  the  Company.


6.     DISCONTINUED  OPERATIONS:
       ------------------------

The  following  is  a  summary  of  the  assets and liabilities of the Company's
discontinued  operations:

<TABLE>
<CAPTION>
                                                       June 30,
                                                   -----------------
                                                   1998      1997
                                                   -----  ----------
<S>                                                <C>    <C>
Cash                                               $   -  $    6,878
Mortgages receivable                                   -     842,496
Fixed assets, net                                      -       7,926
Other assets                                           -     191,848
                                                   -----  ----------
   Total assets of discontinued operations         $   -  $1,049,148
                                                   =====  ==========
Notes payable                                      $   -  $1,295,148
Other liabilities                                      -     257,218
                                                   -----  ----------
   Total liabilities from discontinued operations  $   -  $1,552,366
                                                   =====  ==========
</TABLE>


                                      F - 9
<PAGE>
7.     SUBSEQUENT  EVENT:
       -----------------

In  October  1998,  the  Company  effected  a Reorganization  upon the filing of
Articles  of  Merger  with  the  Secretary  of  State  of  Texas  changing  the
company's  name to Facit Group Holdings, Inc. and changing its state of domicile
to Nevada.  The Reorganization effected a 1 for 4 reverse split of its $.001 par
value  common.

                                     F - 10
<PAGE>