SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 1998.
                                
                                
                                
                                
                 CORPORATE TOURS & TRAVEL, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                

Nevada                                            88-0306099
(State of organization) (I.R.S. Employer Identification No.)

8452 Boseck Street, Suite 272, Las Vegas, NV 89128
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-4688

Securities registered under Section 12(g) of the Exchange Act:
     Common stock, $0.001 par value per share

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB.                        [ X ]

Issuer's Revenue during the year ended December 31, 1998:   $ 0

Aggregate market value of the voting and non-voting common equity
held by non-affiliates based on the price of N/A per share (the
selling or average bid and asked price) as of March 29, 1999:
N/A.

NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.
                                
              DOCUMENTS INCORPORATED BY REFERENCE:

The Company's form 10-SB/A, filed on March 3, 1999, and the
exhibits attached thereto, are incorporated by reference. The
Company is currently preparing a second amended Form 10-SB/A to
reflect a number of changes that have occurred since that filing
date. Those changes are included by reference to the Company's
Form 8-K, filed on May 12, 1999. A list of the exhibits
incorporated by reference to the March 3, 1999 filing is provided
in ITEM 13 below.


                                
                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS
                                
                           Background

Corporate  Tours  &  Travel, Inc. (the  "Company")  is  a  Nevada
corporation formed on September 23, 1993. Its principal place  of
business is located at 8452 Boseck Street, Suite 272, Las  Vegas,
NV  89128.  The  Company was organized to engage  in  any  lawful
corporate  business, including but not limited to,  participating
in  mergers with and acquisitions of other companies. The Company
has  been in the developmental stage since inception and  has  no
operating history other than organizational matters.

The  Company was formed for the purpose of being a travel agency.
The  incorporators were Mr. Lewis Eslick, and Mr.  Henry  Richard
Vicencio.  Mr. Eslick and his then wife each purchased  stock  in
the  Company, Mr. Eslick purchasing 2,300,000 shares, Ms. Eslick,
1,800,000  shares. Mr. Eslick sold or gifted a total of 2,000,000
of  his  shares to three business acquaintances, and  Ms.  Eslick
sold  or  gifted  a  total of 1,620,000 of  her  shares  to  nine
business acquaintances. All such sales or transfers were made  in
reliance  on  section  4(2) of the Securities  Act  of  1933,  as
amended (the "Securities Act").

The Company was unable to secure financing to achieve its initial
objective,  and  the  original business plan was  abandoned.  The
primary  activity  of the Company currently  involves  seeking  a
company  or  companies that it can acquire or with  whom  it  can
merge. The Company has not selected any company as an acquisition
target  or  merger partner and does not intend to limit potential
candidates  to any particular field or industry, but does  retain
the  right to limit candidates, if it so chooses, to a particular
field  or  industry. The Company's plans are  in  the  conceptual
stage only.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules, and regulations limiting the sale of securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the Company has successfully implemented its business plan.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  neither owns nor leases any real property  at  this
time. The Company does have the use of a limited amount of office
space from, Mr. Lewis Eslick, a director and officer, at no  cost
to  the  Company,  and  Management expects  this  arrangement  to
continue.  The  Company pays its own charges  for  long  distance
telephone    calls    and   other   miscellaneous    secretarial,
photocopying,  and similar expenses. This is a  verbal  agreement
between  Mr.  Eslick, a director and officer  and  the  Board  of
Directors.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

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

No such matters were submitted during the fourth quarter of 1998.
                                
                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

The  Company's  common  stock is quoted on  the  over-the-counter
market in the United States under the symbol CTOR. Management has
not  undertaken  any discussions, preliminary or otherwise,  with
any prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

After a merger or acquisition has been completed, one or both  of
the  Company's  officers and directors will most  likely  be  the
persons to contact prospective market makers. It is also possible
that  persons associated with the entity that merges with  or  is
acquired  by the Company will contact prospective market  makers.
The  Company does not intend to use consultants to contact market
makers.
                                
                          Market Price

The Registrant's Common Stock is not quoted at the present time.
                                
                             Holders

As  of May 6, 1999, there were 58 holders of the Company's Common
Stock.
                                
                            Dividends

The  Registrant has not paid any dividends to date,  and  has  no
plans to do so in the immediate future.
                                
            Recent Sales of Unregistered Securities.

With  respect  to  the  transfers made by the  founders  and  the
officers and directors, the Registrant relied on Section 4(2)  of
the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the shares. The  securities
were  offered  for  investment only and not for  the  purpose  of
resale   or   distribution,   and  the   transfer   thereof   was
appropriately restricted.

Even after the business plan is completed, the shares held by the
Company's officers and directors, totaling 2,250,000 shares, will
be  restricted from trading freely, other than in accordance with
Rule 144 enacted under the Securities Act. In general, under Rule
144,  a  person (or persons whose shares are aggregated) who  has
satisfied a one year holding period, under certain circumstances,
may  sell within any three-month period a number of shares  which
does   not  exceed  the  greater  of  one  percent  of  the  then
outstanding  Common  Stock or the average weekly  trading  volume
during the four calendar weeks prior to such sale. Rule 144  also
permits, under certain circumstances, the sale of shares  without
any  quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.
                                
                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation  is  incorporated by reference to  Section  2  of  that
amended Form 10-SB filed with the SEC on March 3, 1999.
                                
                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.
                                
                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
Form 10-SB.
                                
                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company. (See "Management").

ITEM 7.   FINANCIAL STATEMENTS.

The  financial statements and supplemental data required by  this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10K-SB.

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

The  Registrant has not changed accountants since its  formation,
and  Management has had no disagreements with the findings of its
accountants.
                                
                            PART III

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

The  members of the Board of Directors of the Company serve until
the  next  annual  meeting of the stockholders,  or  until  their
successors have been elected. The officers serve at the  pleasure
of the Board of Directors.

There are no agreements for any officer or director to resign  at
the  request  of  any other person, and none of the  officers  or
directors  named  below  are acting  on  behalf  of,  or  at  the
direction of, any other person.

The  Company's officers and directors will devote their  time  to
the  business  on  an  "as-needed" basis, which  is  expected  to
require 5-10 hours per month.

Information  as  to the directors and executive officers  of  the
Company is as follows:
                                           
<TABLE>                                    
                                           
<S>                      <C>               <C>
                                           
Name/Address             Age               Position
Lewis M. Eslick          60                President /
8452 Boseck Street,                        Director
#272
Las Vegas, NV 89128
Paul B. Eslick           64                Secretary / Director
P.O. Box 1769
Paradise, CA 95967
Patsy Harting            58                Treasurer / Director
14133 Elmira Circle
Magalia, CA 95954
</TABLE>                                   

The  biographies  of  the  Mr.  Lewis  Eslick,  together  with  a
description  of  his  experience with  blank-check  companies  is
included in the Company's Amended Form 10-SB, and is incorporated
by  reference  to section 5 of that document. The biographies  of
Mr. Paul Eslick and Ms. Harting are incorporated by reference  to
the Form 8-K filed on May 12, 1999.

ITEM 10.  EXECUTIVE COMPENSATION

None  of  the  Company's  officers and/or directors  receive  any
compensation  for  their  respective  services  rendered  to  the
Company,  nor have they received such compensation in  the  past.
They   both  have  agreed  to  act  without  compensation   until
authorized  by the Board of Directors, which is not  expected  to
occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date  of
this  registration statement, the Company has no funds  available
to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.

No retirement, pension, profit sharing, stock option or insurance
programs  or  other  similar programs have been  adopted  by  the
Registrant for the benefit of its employees.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The  following table sets forth each person known to the Company,
as of December 31, 1997, to be a beneficial owner of five percent
(5%)  or  more  of the Company's common stock, by  the  Company's
directors individually, and by all of the Company's directors and
executive  officers as a group. Except as noted, each person  has
sole  voting  and  investment power with respect  to  the  shares
shown. (Note that there are no 5% holders of the Company's stock.
Therefore, only one table is included.)
                                                      
<TABLE>                                               
                                                      
<S>        <C>                      <C>               <C>
                                                      
Title of   Name/Address             Shares            Percentage
Class      of Owner                 Beneficially      Ownership
                                    Owned
Common     Paul B. Eslick           1,000             0.02%
           P.O. Box 1769
           Paradise, CA 95967
Common     Patsy Harting            1,000             0.02%
           14133 Elmira Circle
           Magalia, CA 95954
Common     All officers and         2,000             0.05%
           directors (2
           individuals)
</TABLE>                                              

Note:  Mr. Lewis Eslick, the Company's President, and Ms.  Leslie
Eslick,  a former officer and director, were previously  married.
Ms. Eslick owns 180,000 shares of the Company's common stock. Mr.
and  Ms.  Eslick  are no longer married, and disclaim  beneficial
ownership of the shares held by each other.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Board of Directors has passed a resolution which contains  a
policy  that the Company will not seek an acquisition  or  merger
with   any  entity  in  which  any  of  the  Company's  Officers,
Directors,   principal  shareholders  or  their   affiliates   or
associates  serve  as officer or director or hold  any  ownership
interest.  Management  is  not aware of any  circumstances  under
which this policy may be changed through their own initiative.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules and regulations limiting the sale of  securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the  Company  has  successfully  implemented  its  business  plan
described herein.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS
          
          Report  of Independent Auditor Barry L. Friedman, dated
            February 4, 1999
          
          Balance  Sheets  as of December 31, 1998, December  31,
            1997, and December 31, 1996.
          
          Statement  of  Operations for the Years ended  December
            31,  1998, December 31, 1997, and December 31,  1996,
            and  for  the  period  from the  Company's  inception
            (September 31, 1993) to December 31, 1998.
          
          Statement of Changes in Shareholders' Equity.
          
          Statement  of  Cash Flows for the Years ended  December
            31,  1998, December 31, 1997, and December 31,  1996,
            and  for  the  period  from the  Company's  inception
            (September 31, 1993) to December 31, 1998.
          
          Notes to Financial Statements
                                
                     BARRY L. FRIEDMAN, P.C.
                   Certified Public Accountant
                                
                                
                                
                                
                                
                                

To Whom It May Concern:

February 4, 1999

The  firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 4, 1999, on
the Financial Statements of Corporate Tours & Travel, Inc., as of
December  31, 1998, in any filings that are necessary now  or  in
the near future with the U.S. Securities and Exchange Commission.
     
     Very Truly Yours,
     
      s/Barry L. Friedman
     
     Barry L. Friedman
     Certified Public Accountant
                                
                 CORPORATE TOURS & TRAVEL, INC.
        (FORMERLY THE OLD CORPORATE TOURS & TRAVEL, INC.)
                  (A DEVELOPMENT STAGE COMPANY)
                      FINANCIAL STATEMENTS
                        December 31, 1998
                        December 31, 1997
                        December 31, 1996

TABLE OF CONTENTS

                                                         PAGE

INDEPENDENT AUDITORS' REPORT                                1

ASSETS                                                      2

LIABILITIES AND STOCKHOLDERS' EQUITY                        3

STATEMENT OF OPERATIONS                                     4

STATEMENT OF STOCKHOLDERS' EQUITY                           5

STATEMENT OF CASH FLOWS                                     6

NOTES TO FINANCIAL STATEMENTS                            7-10
                                
                     BARRY L. FRIEDMAN, P.C.
                   Certified Public Accountant
                                
                                
                                
                                
                                
                                
INDEPENDENT AUDITORS' REPORT

Board of Directors                     February 4, 1999
Corporate Tours & Travel, Inc.
Las Vegas, Nevada

I have audited the accompanying Balance Sheets of Corporate Tours
& Travel, Inc., (A Development Stage Company), as of December 31,
1998,  December 31, 1997, and December 31, 1996, and the  related
statements of operations, stockholders' equity and cash flows for
the  three years ended December 31, 1998, December 31, 1997,  and
December   31,   1996.   These  financial  statements   are   the
responsibility of the Company's management. My responsibility  is
to  express an opinion on these financial statements based on  my
audit.

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

In my opinion, the financial statements referred to above present
fairly,  in  all  material respects, the  financial  position  of
Corporate Tours & Travel, Inc., as of December 31, 1998, December
31,  1997,  and  December  31,  1996,  and  the  results  of  its
operations and cash flows for the three years ended December  31,
1998,  December  31, 1997, and December 31, 1996,  in  conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note  #5  to  the financial statements, the Company has  suffered
recurring losses from operations and has no established source of
revenue.  This  raises  substantial doubt about  its  ability  to
continue as a going concern. Management's plan in regard to these
matters  are also described in Note #5. The financial  statements
do not include any adjustments that might result from the outcome
of this uncertainty.
     
     /S/ Barry L. Friedman
     Barry L. Friedman
     Certified Public Accountant
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

BALANCE SHEET
                                                                          
<TABLE>                                                                   
                                                                          
<S>                                   <C>               <C>               <C>
                                                                          
                                      December 31,      December 31,      December 31,
                                      1998              1997              1996
               ASSETS                                                     
CURRENT ASSETS:                       $ 0               $ 0               $ 0
OTHER ASSETS:                                                             
TOTAL ASSETS                          $ 0               $ 0               $ 0
                                                                          
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:                                                      
Accounts Payable                       $4,060            $900              $0
TOTAL CURRENT LIABILITIES             $4,060            $900              $0
STOCKHOLDERS' EQUITY: (Note 1)                                            
Preferred stock, par value, $.001                                          
authorized 10,000,000 shares issued
and outstanding at December 31, 1998
- NONE
Common stock, par value, $.00l                                             $ 4,100
authorized 50,000,000 shares issued
and outstanding at December 31, 1996;
4,100,000 shares
December 31, 1997; 4,100,000 shares                      $ 4,100           
December 31, 1998; 4,100,000 shares    $ 4,100                             
Additional paid in Capital             0                 0                 0
Accumulated loss                       -8,160            -5,000            -4,100
TOTAL STOCKHOLDERS' EQUITY            -4,060            -900              0
TOTAL LIABILITIES AND STOCKHOLDERS'   $ 0               $ 0               $ 0
EQUITY
</TABLE>                                                                  

See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF OPERATIONS
                                                                             
<TABLE>                                                                      
                                                                             
<S>                    <C>               <C>               <C>               <C>
                                                                             
                       Year Ended Dec.   Year Ended Dec.   Year Ended Dec.   Sept. 23, l993
                       31, 1998          31, 1997          31, 1996          (inception) to
                                                                             Dec. 31, 1998
INCOME:                                                                      
Revenue                 $ 0               $ 0               $ 0               $ 0
EXPENSES:                                                                    
General Selling and     $ 3,160           $ 900             $ 0               $ 8,160
Administrative
Total Expenses         $ 3,160           $ 900             $ 0               $ 8,160
Net Profit/Loss(-)     $ -3,160          $ -900            $ -0              $ -8,160
Net Profit/Loss(-)     $ NIL             $ NIL             $ NIL             $ NIL
per weighted share
(Note 1)
Weighted average       4,100,000         4,100,000         4,100,000         4,100,000
number of common
shares outstanding
</TABLE>                                                                     
                                
  See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
                                                                                 
<S>                        <C>               <C>               <C>               <C>
                                                                                 
                           Common Shares     Stock Amount      Additional paid-  Accumulated
                                                               in capital        Deficit
Balance, December 31,      4,100,000         $4,100            $0        -4,100
1995
Net Income/ Loss year                                                             0
ended December 31, 1996
Balance, December 31,      4,100,000         $4,100            $0                $-4,100
1996
Net Income/ Loss year                                                             -900
ended December 31, 1997
Balance, December 31,      4,100,000         $4,100            $0                $-5,000
1997
Net Income/ Loss year                                                             -3,160
ended December 31, 1998
Balance, December 31,      4,100,000         $4,100            $0                $-8,160
1998
</TABLE>
                                
  See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

STATEMENT OF CASH FLOWS

<TABLE>
                                                                                     
<S>                            <C>               <C>               <C>               <C>
                                                                                     
                               Year Ended Dec.   Year Ended Dec.   Year Ended Dec.   Sept. 23, l993
                               31, 1998          31, 1997          31, 1996          (inception) to
                                                                                     Dec. 31, 1998
Cash Flows from Operating                                                            
Activities:
Net Loss                        $-3,160           $-900             $0                $-8,160
Adjustment to reconcile net     0                 0                 0                 0
loss to net cash provided by
operating activities
Issued common stock for                                                               +4,100
services
Changes in assets and                                                                 
liabilities:
Increase in current             +3,160            +900              0                 +4,060
liabilities:
Advances Payable
Net cash used in operating      0                 0                 0                 0
activities
Cash Flows from investing      0                 0                 0                 0
activities
Cash Flows from Financing      0                 0                 0                 0
Activities
Net increase (decrease) in     $0                $0                $0                $0
cash
Cash, beginning of period      0                 0                 0                 0
Cash, end of period            $0                $0                $0                $0
</TABLE>

See accompanying notes to financial statements & audit report
                                
                 CORPORATE TOURS & TRAVEL, INC.
                  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 1998, December 31, 1997, and December 31, 1996

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The  Company was organized September 23, 1993, under laws of  the
State  of Nevada, as Corporate Tours & Travel, Inc.. The  company
currently  has  no  operations and, in  accordance  SFAS  #7,  is
considered a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method.

Estimates

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts  of revenue and expenses during  the  reporting
period. Actual results could differ from those estimates.

Cash and Equivalents

The  Company  maintains a cash balance in a  non-interest-bearing
bank that currently does not exceed federally insured limits. For
the  purpose  of the statements of cash flows, all highly  liquid
investments  with  the  maturity of  three  months  or  less  are
considered to be cash equivalents. They're no cash equivalents as
of December 31, 1998.

Income Taxes

Income  taxes  are  provided for using the  liability  method  of
accounting  in accordance with Statement of Financial  Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes".  A
deferred  tax  asset or liability is recorded for  all  temporary
difference  between  financial and tax  reporting.  Deferred  tax
expense (benefit) results from the net change during the year  of
deferred tax assets and liabilities.

Organization Costs

Costs incurred to organize the Company are being amortized  on  a
straight-line basis over a sixty-month period

Loss Per Share

Net  loss  per share is provided in accordance with Statement  of
Financial  Accounting Standards No. 128, (SFAS  #128),  "Earnings
Per  Share". Basic loss per share is computed by dividing  losses
available  to common stockholders by the weighted average  number
of  common shares outstanding during the period. Diluted loss per
share  reflects  per share amounts that would  have  resulted  if
dilative  common stock equivalents had been converted  to  common
stock.  As  of  December 31, 1998, the Company  had  no  dilative
common stock equivalents such as stock options.

Year End

The Company has selected December 31, as its year-end

Year 2000 Disclosure

The  year  2000  issue is the result of computer  programs  being
written  using  two  digits  rather  than  four  to  define   the
applicable  year.  Computer programs  that  have  time  sensitive
software may recognize a date using "00" as the year 1900  rather
than  the  year  2000. This could result in a system  failure  or
miscalculations causing disruption of normal business activities.

Based  on  a  recent  and  ongoing assessment,  the  Company  has
determined  that  it  will  require only  off-the-shelf  software
utilizing  a Microsoft Windows platform for all of its  computing
requirements.   The   Company  presently   believes   that   with
modifications  to existing off-the-shelf software or  conversions
to  new software, the Year 2000 issue will not pose a significant
operational  problem  and  will  not  materially  affect   future
financial results.

The  Company  currently anticipates purchasing new  off-the-shelf
Year  2000 compatible software within the near future,  which  is
prior  to  any  anticipated impact on its operating systems.  The
total  cost  of  this  new software is not anticipated  to  be  a
material expense to the Company at this time. However, there  can
be  no  guarantee that these new off-the-shelf software  products
will  be adequately modified, which could have a material adverse
effect on the Company's results of operations.

NOTE 3- INCOME TAXES

There  is  no  provision for income taxes for  the  period  ended
December 31, 1998, due to the net loss and no state income tax in
the  state of the Company's domicile and operations, Nevada.  The
Company's total deferred tax asset as of December 31, 1998 is  as
follows:

Net operation loss carry forward   $8,160
Valuation allowance      8,160

     Net deferred tax asset $0

The  federal net operating loss carry forward will expire various
amounts from 2013 to 2018.

This  carry  forward may be limited upon the  consummation  of  a
business combination under IRC Section 381.

NOTE 4- SHAREHOLDERS' EQUITY

Common Stock

The  authorized  common stock of Corporate Tours &  Travel,  Inc.
consists  of  50,000,000 shares with a par  value  of  $.001  per
share.

Preferred Stock

The  authorized Preferred Stock of Corporate Tours & Travel, Inc.
consists  of  10,000,000 shares with a par value  of  $0.001  per
share.

On  September  27, 1993, the Company issued 4,100,000  shares  of
it's $.00l par value common stock for services of $ 4,100.

On  September  7,  1996,  the Company restated  its  Articles  of
Incorporation.  The  Company increased  its  capitalization  from
5,000,000  common  shares to 50,000,000 common  shares.  The  par
value  was  unchanged at $0.001. Also, the Company  approved  the
authority  to  issue 10,000,000 shares of preferred  shares,  par
value $0.001.

NOTE 5- GOING CONCERN

The  Company's financial statements are prepared using  generally
accepted  accounting principles applicable  to  a  going  concern
which  contemplates the realization of assets and liquidation  of
liabilities  in  the  normal  course of  business.  However,  the
Company  does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient  to
cover  its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing,    operating   company.   Until    that    time,    the
stockholders/officers   and/or  directors   have   committed   to
advancing the operating costs of the Company interest free.

NOTE 6-RELATED PARTY TRANSACTION

The  Company  neither  owns  nor  leases  any  real  or  personal
property.  Office  services  are provided  without  charge  by  a
director.  Such costs are immaterial to the financial  statements
and,  accordingly, have not been reflected therein. The  officers
and  directors  of  the Company are involved  in  other  business
opportunities.   If  a  specific  business  opportunity   becomes
available, such persons may face a conflict in selecting  between
the  Company and their other business interests. The Company  has
not formulated a policy for the resolution of such conflicts.

NOTE 7- WARRANTS AND OPTIONS

There  are  no  warrants or options outstanding  to  acquire  any
additional shares of common or preferred stock.

EXHIBITS

The   exhibits,   consisting  of  the   Company's   Articles   of
Incorporation  and Bylaws, are attached to the Company's  Amended
Form   10-SB,  filed  on  March  3,  1999.  These  exhibits   are
incorporated by reference to that Form.
                                
                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.
                           
                           
                           
                           Corporate Tours & Travel, Inc.
                           
                           
                           
                           By: /s/ Lewis M. Eslick
                              Lewis M. Eslick, President