SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                           FORM 10-KSB
                                
[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 [Fee Required]
   FOR THE YEAR ENDED MARCH 31, 1998

[  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
                                
                  Commission File Number 0-7349
                                
                     WEBCOR ELECTRONICS, INC.
         (Name of small business issuer in its charter)
                                
Delaware                                     59-345315
(state or other jurisdiction of incorporation or organization)
(IRS Employer identification No.)
                                
1612 N. Osceola Avenue, Clearwater, Florida    33755
(Address of principal executive offices)     (Zip Code)
                                
Issuer's telephone number:                 (813) 443 3434
                                
Securities Registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share.

    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  Issuer
was  required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
                                                  Yes [X]No [   ]

    Check if there is no disclosure of delinquent filers pursuant
to  Item  405  of Regulation S-B contained in this form,  and  no
disclosure  will be contained, to the best of Issuer'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.
                                                            [   ]

    The  issuer's revenues for its most recent fiscal  year  were
$0.

    The  aggregate market value of the 2,485,863 shares of Common
Stock,  $.01 par value per share, held by non-affiliates  of  the
Issuer,  based  on the closing sale price on March  27,  1998  of
$0.03  per share, was $74,576. However, since trading is sporadic
and   rare,  the  non-affiliates  holding  cannot  be  reasonably
assessed and the audit financials reflect zero value. The  number
of  shares of the Common Stock, outstanding on March 31, 1998 was
3,957,348.   This  outstanding number is subject to a  reverse  split  of
11.5879  to  1, approved by a Special Meeting of the Stockholders
held  on March 10, 1997, which resulted in outstanding shares  of
300,000  before issuance of earned, but not  issued, compensation
shares.   Further  Ms. Fonner and Capston, in  the  same  Special
Meeting,  were approved for a compensation of additional  200,000
shares  for  their  duties.  To avoid  administrative  complexity
associated  with  effecting a reverse  split  and  requiring  the
stockholder to change certificates twice, Management has  elected
to  defer  the  issuance of stock to Capston, Ms. Fonner  or  her
designees  along  with  effecting  the  reverse  split  until  an
acquisition is completed

    Check  whether the issuer has filed all documents and reports
required  to be filed by Sections 12, 13 or 15(d) of the Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.
                                                Yes [   ]  No [X]

               DOCUMENTS INCORPORATED BY REFERENCE
   Not Applicable.
 PART I

Item 1. Description of Business

Corporate Background Information

WEBCOR  ELECTRONICS INC., (the Registrant), was  incorporated  on
March  3,  1971,  under the laws of the State of  Delaware.   The
Company conducted an initial public offering of its Common  Stock
in  May  1982 and in connection with an application to  list  its
Common Stock on the AMEX system, the Company also registered  its
Common Stock pursuant to Section 12(g) of the Securities Exchange
Act  of  1934. The Company's Common Stock remained listed on  the
AMEX system until April 09, 1987.

On  February  01,  1989, the Company filed a  voluntary  petition
under  Chapter 11 of the Bankruptcy Act (Case  No.  89-10328)  in
the  U.S. Bankruptcy Court for the Eastern District of New  York.
On  October  16,  1990, the Company's case under Chapter  11  was
voluntarily  converted  into  a  case  under  Chapter  7  of  the
Bankruptcy  Act. As a result of the voluntary conversion  of  the
Company's  bankruptcy  case  , all assets  of  the  Company  were
transferred  to the Trustee in Bankruptcy on the conversion  date
and  the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets
and  used  the  proceeds  to repay the  Company's  creditors.  On
November 13,1996 the Company's case under Chapter 7 was closed by
an  order  of  the  Court  and  the  Trustee  in  Bankruptcy  was
discharged.  As  a result of the Bankruptcy, the Company  has  no
assets, liabilities, management or ongoing operations and has not
engaged in any business activities since February, 1990.

    During the pendancy of the Bankruptcy, the management of  the
Registrant neglected to file franchise tax returns with  and  pay
the  required  franchise taxes to the State  of  Delaware.  As  a
result,  the Company's corporate charter was revoked by order  of
the Secretary of State of the State of Delaware on March 1, 1991.
Similarly,  the  management of the Registrant neglected  to  file
with the SEC either (a) the regular reports that are required  of
all  companies that have securities registered under the Exchange
Act,   or  (b)  a  certification  on  Form  15  terminating   its
registration  under  the Exchange Act. As a result,  the  Company
remained  a  Registrant under the Exchange Act but was  seriously
delinquent in its SEC reporting obligations. According to Lumiere
Securities, the last published quotation for the Company's Common
Stock  was  posted by CARR SECURITIES CORP., one of the Company's
market makers, on September 26, 1997. At this time, the published
quote is $0.10 bid and $0.25 asked.

    Acting  in its capacity as a Stockholder of the Company,  and
without first receiving any consent, approval or authorization of
any  officer,  director  or  other Stockholder  of  the  Company,
Capston  effected  a  renewal, revival  and  restoration  of  the
Company's certificate of incorporation pursuant to Section 312 of
the General Corporation Law of the State of Delaware. In general,
Section  312  provides  that  any  corporation  may  "procure  an
extension, restoration, renewal or revival of its certificate  of
incorporation,   together  with  all  the   rights,   franchises,
privileges and immunities and subject to all of its duties, debts
and liabilities which had been secured or imposed by its original
certificate  of  incorporation"  upon  compliance  with   certain
procedural requirements.

    After reviewing the applicable files, Capston determined that
the  only debt of the Company that was "secured or imposed by its
original certificate" was the obligation of the Registrant to pay
its   Delaware  taxes.  Therefore,  Capston  paid  all  past  due
franchise  taxes  on  behalf of the  Company  and  then  filed  a
Certificate of Renewal, Revival, Extension and Restoration of the
Company's  Certificate of Incorporation on behalf of the  Company
under  the authority granted by Section 312(h). The total out-of-
pocket  costs  paid  by Capston incurred in connection  with  the
restoration  of the Company's charter was $450.  This Certificate
was  filed in the office of the Secretary of  State of the  State
of  Delaware  on  March 26, 1996 and at the date  of  this  Proxy
Statement the Company is lawfully incorporated, validly  existing
and in good standing under the laws of the State of Delaware.


In  February  of 1997, the Registrant sent to its stockholders  a
Notice of Special Meeting and Proxy Statement  which described  a
number of proposals relating to a plan of reorganization proposed
by  Capston  Network  Company ("Capston"), a stockholder  of  the
Company.   Subsequently, on March 10, 1997, a Special meeting  of
the  Stockholders was held and all of the proposals were approved
by  a majority vote of the Stockholders.  The principal proposals
approved by the stockholders were:

1. A  proposal to ratify the actions of Capston in (i)  effecting
   a   renewal,   revival  and  restoration  of   the   Company's
   Certificate  of  Incorporation; (ii) adopting amended  by-laws
   to  govern  the  business affairs of the  Company,  and  (iii)
   filing the reports and other documents necessary to bring  the
   Company  current  with  respect to its  reporting  obligations
   under the Securities Exchange Act of 1934;

2. A  proposal to elect a person designated by Capston  to  serve
   as  the  sole member of the Board of Directors until the  1998
   annual  Meeting  of  Stockholders, or until her  successor  is
   elected and qualified;

3. A  proposal to consider and vote upon proposed an Amendment to
   the Company's Certificate of Incorporation that will effect  a
   reverse  split of all issued and outstanding shares of  Common
   Stock  in  the ratio of one (1) share of new Common Stock  for
   each  11.5879 shares presently outstanding so that immediately
   thereafter  the  Company will have a total of  300,000  shares
   issued and outstanding;

4. A  proposal  to  consider and vote upon a  proposal  to  issue
   200,000  shares  of  Common  Stock to  persons  designated  by
   Capston  as  compensation for services rendered in  connection
   with the implementation of the Plan;

5.  A  proposal  to consider and vote upon a proposal which  will
    give  the  Board  of Directors authority to  pay  an  in-kind
    Finder's  Fee  to unrelated third party finders who introduce
    the Company to a suitable acquisition prospect.

6. Consider and vote upon a proposal that will give the Board  of
   Directors  discretionary authority to (i) change the Company's
   name and (ii) issue up to 4,500,000 shares of Common Stock  to
   unrelated   third  parties,  all  without  prior   stockholder
   approval,   in   connection  with   a   business   combination
   transaction of the type contemplated by the Plan; and

7. A  proposal to consider and vote upon a proposed Amendment  to
   the  Company's Certificate of Incorporation that will increase
   the  authorized  capital stock of the  Company  to  25,000,000
   shares  of  $0.01 par value Common Stock and 5,000,000  shares
   of $0.01 par value Preferred Stock.
    Detailed disclosure respecting each of the amendments is  set
forth in the Registrant's Proxy Statement dated January 29,  1997
which is incorporated herein by this reference.


Operations


    The Company has no assets, liabilities, management or ongoing
operations  and  has not engaged in any business activities.   In
July  of  1997,  the Stockholders overwhelmingly  voted  for  the
adoption  and implementation of a Plan presented by  Capston  and
Ms.   Fonner,   (sole   director)   whereby   the   Company   was
restructured as a "public shell" for the purpose of  effecting  a
business  combination transaction with a suitable  privately-held
company that has both business history and operating assets.

    Capston and Ms. Fonner believes the Company offers owners  of
a  suitable privately-held company the opportunity to  acquire  a
controlling   ownership  interest  in   a   public   company   at
substantially  less  cost  than would otherwise  be  required  to
conduct  an  initial  public offering. Nevertheless,  neither  is
aware  of any empirical statistical data that would independently
confirm or quantify their 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  Exchange Act and registrations  under  the
Securities Act.

    The  Plan  is  approved by the Stockholders. The  Company  is
fully reactivated and ready to be used as a corporate vehicle  to
seek,  investigate  and,  if the results  of  such  investigation
warrant, effect a business combination with a suitable privately-
held  company or other business opportunity presented  to  it  by
persons or firms that seek the perceived advantages of a publicly
held  corporation. The business operations proposed in  the  Plan
are  sometimes 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
disapprove the terms of any business combination transaction that
may  be  negotiated by Capston and Ms. Fonner on  behalf  of  the
Company.  Consequently, the Company's potential success  will  be
heavily  dependent on the efforts and abilities  of  Ms.  Fonner,
Capston  and  its  consultants  and  legal  advisors,  who   have
virtually unlimited discretion in searching for, negotiating  and
entering into a business combination transaction. Ms. Fonner  and
Capston  have had limited experience in the proposed business  of
the  Company. Although Ms. Fonner and Capston believes  that  the
Company  will  be  able  to  enter into  a  business  combination
transaction during 1998, there can be no assurance as to how much
time  will  elapse before a business combination is effected,  if
ever.   The  Company is 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.

     Capston,   Ms.   Fonner,  legal  advisers  and   consultants
anticipate 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,  Capston
believes that 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 or 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 business 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.
Capston,  Ms.  Fonner, legal advisers and consultants  anticipate
that the Company will be able to participate in only one business
venture.  This  lack of diversification should  be  considered  a
substantial risk inherent in the Plan 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, Capston, Ms.
Fonner,  legal advisers and consultants believe the Company  will
not  be  viewed  as a suitable business combination  partner  for
either  developing companies or established business that are  in
need of substantial additional capital.

Acquisition of Opportunities

      In   implementing   a   particular   business   combination
transaction,  the  Registrant 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 Registrant 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
Registrant's officers and directors will ordinarily resign and be
replaced  by  new officers and directors without a  vote  of  the
Stockholders. Capston 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. Capston and
its officers, directors and consultants do not intend to sell any
shares  held  by  them in connection with a business  acquisition
until  after the completion of  the acquisition occurs, and then,
only in an orderly manner.

    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 Registrant 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
Registrant 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(a)(1) 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  Registrant  would retain less than 20%  of  the  issued  and
outstanding shares of the combined companies, which could  result
in  significant dilution in the equity of such stockholders.  The
Registrant intends to structure any business combination in  such
manner  as to minimize Federal and state tax consequences to  the
Registrant and any target company.

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

     With  respect  to  any  business  combination  negotiations,
Capston will ordinarily focus on the percentage of the Registrant
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  Registrant's 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 Registrant can be expected to have a significant
dilutive  effect  on  the  percentage  of  shares  held  by   the
Registrant'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  of
the Registrant of the related costs incurred.

Item 2. Description of Property

    As  a  result  of  its 1989 Bankruptcy, the  Company  has  no
assets, liabilities, or ongoing operations.  The Company  had  no
operations  during the year ended March 31, 1998 and no  material
assets or liabilities as of March 31, 1998.

Item 3. Legal Proceedings

   Not Applicable

Item 4. Submission of matters to a vote of Security Holders

   Not Applicable

PART II

Item 5. Market for Registrant's Common Equity

    There has been no active trading in the Issuer's common stock
for  over five years. The Issuer does have six (6) market makers.
It  does not, however, have any active trading.  The highest  bid
was  $.02 with the highest ask being $.07.  The Company's trading
symbol is WBET and trades on the OTC.

Item 6. Management Discussion and Analysis of Financial Condition
and Results of Operations.

Results of Operations

    For  the  past  nine months, the Company  has  been  actively
seeking  an acquisition of assets, property or business that  may
benefit  the  Company and its stockholders. While  these  efforts
have not resulted in a suitable business combination transaction,
the  Company's experience during this period confirms that demand
for  well structured public shells is strong. Over the last eight
months,   the  Company  has  evaluated  a  number  of   potential
acquisition  candidates. In each case, however, the  Company  has
rejected  as  unsuitable because of several  reasons.   The  most
predominant  ones  were  capital  structure,  lack   of   audited
statements  and inadequate working capital.  In some  cases,  the
Company  was  rejected  for  unknown reasons.   However,  Capston
continues to seek for a qualified candidate.

Financial Condition

    As  a  result  of  its 1989 Bankruptcy, the  Company  has  no
assets, liabilities, or ongoing operations and has not engaged in
any business activities since February, 1990. The Company had  no
operations  during the year ended March 31, 1998 and no  material
assets or liabilities as of March 31, 1998.  Stockholder approved
the  Plan  whereby the Company will be restructured as a  "public
shell"  for  the  purpose  of effecting  a  business  combination
transaction with a suitable privately-held company that has  both
business history and operating assets, although there can  be  no
assurance  that management will be successful in its  efforts  to
negotiate such a transaction.

Plan of Operation.

    The Company has not engaged in any material operations or had
any  revenues from operations since its bankruptcy. The Company's
plan  of  operation for the next twelve months is to continue  to
seek  the  acquisition of assets, property or business  that  may
benefit the Company and its stockholders. Because the Company has
no  resources,  management anticipates that to achieve  any  such
acquisition, the Company will be required to issue shares of  its
common stock as the sole consideration for such acquisition.

    During the next twelve months, the Company's only foreseeable
cash  requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing  or
investigating   any   potential  business  venture,   which   are
anticipated  to be advanced by Capston as loans to  the  Company.
Because the Company has not identified any such venture as of the
date of this Statement, it is impossible to predict the amount of
any  such loans. However, any loans from Capston will be on terms
no  less favorable to the Company than would be available from  a
commercial lender in an arm's length transaction. As of the  date
of this Annual Report on Form 10-K, the Company has not found any
acquisition to date.

    Management  anticipates  that  Capston,  will  advance  minor
administrative expenses up to approximately $50,000. In the event
that  additional funding is required in order to keep the Company
in  good  standing and/or to review or investigate any  potential
merger or acquisition candidate, the Company may attempt to raise
such  funding through a private placement of its common stock  to
accredited investors.

    At the present time, management has no plans to offer or sell
any  securities  of the Company. However, at  such  time  as  the
Company  may decide to engage in such activities, management  may
use  any  legal means of conducting such offer or sale, including
registration  with the appropriate federal and  state  regulatory
agencies and any registration exemptions that may be available to
the Company under applicable federal and state laws.

    Because  the Company is not currently making any offering  of
its  securities, and does not anticipate making any such offering
in  the foreseeable future, management does not believe that Rule
419  promulgated by the Securities and Exchange Commission  under
the  Securities Act of 1933, as amended, concerning offerings  by
blank check companies, will have any effect on the Company or any
activities in which it may engage in the foreseeable future.

Item 7. Financial Statements.

   For the information called for by this Item, see the
Financial Statements attached.

Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.

   The  Registrant's  financial statements for  the  years  ended
March  31,  1988 were audited by the firm of  Mann  Judd  Landau,
Certified Public Accountants.  As a result of the bankruptcy,  as
discussed  elsewhere  herein,  the  Registrant  did  not  prepare
audited  financial  statements from 1989 - 1996.   In  connection
with the revival and restoration of the Company's certificate  of
incorporation,  the  firm  of  Want  &  Ender,  Certified  Public
Accountants was retained to audit the Registrant's balance  sheet
for the year ended 1996, and to serve as the Registrant's auditor
in  the  future.  During the fiscal years  ended  1989,  and  the
subsequent interim period preceding the appointment of Mann  Judd
Landau,  CPA, there were no reportable disagreements between  the
Registrant  and  the firm of Mann Judd Landau,  Certified  Public
Accountants, on any matter of accounting principles or practices,
financial  statement disclosure, or auditing scope or  procedure.
Want  &  Ender audited the Registrant's financial statements  for
the year ended March 31, 1997 and 1998.
 .

PART III

Item 9. Directors and Executive Officers of the Registrant

    Ms.  Sally Fonner, age 48, the president and sole stockholder
of   Capston,  performs  the  duties  of  President,   Secretary,
Treasurer and Sole Director of the Registrant. Ms. Fonner term of
office  is  anticipated  be  no more  than  two  years  or  until
permanent management can be located, whichever should occur first
in  time. Ms. Fonner's sole purpose is to seek out qualified  new
operations and management.  Ms. Fonner shall seek re-election  at
the annual meeting in 1998 if a business combination has not been
completed.

Item 10. Executive Compensation.

    Ms. Fonner is the sole officer and director of the Registrant
and  has received no monetary compensation for services performed
during  her  tenure.   Further, no future  monetary  compensation
agreement  between Ms. Fonner and the Registrant is contemplated.
Notwithstanding the foregoing, the Ms. Fonner was approved by the
stockholders  in  a  Special Meeting,  to  have  compensation  of
200,000  shares  of  stock,  not subject  to  the  reverse  split
approved   by  stockholders  in  the  same  meeting.   To   avoid
administrative  complexity associated with  effecting  a  reverse
split and requiring the stockholder to change certificates twice,
Management has elected to defer the issuance of stock to Capston,
Ms. Fonner or her designees until an acquisition is completed.

Item 11. Security Ownership of Certain Beneficial Owners and
Management

    The  following  table presents certain information  regarding
the  beneficial ownership of the Company's equity  securities  at
February 28, 1998 by (i) each person known by the Company to  own
beneficially  more than 5% of the outstanding  shares  of  Common
Stock,  (ii)  each of the Company's directors and  officers,  and
(iii) all directors and officers as a group.
                         Number of SharesPercent of
     Name            Beneficially Owned (1) Class
     Victor Reichenstein          985,507      27.00%
     79 Express Street
     Plainview, NY
     11802

     Capston Network Company        5,000      0.0014%
     1612 N. Osceola Avenue
     Clearwater, Fl
     33755

      All directors and
     officers as a group.           5,000         0.0014%

The  above  information, with the exception  of  Capston  Network
Company,  is  taken  from the last filed 10-Q dated  January  31,
1989.  The  transfer agent nor Capston has no  information  which
would  indicate this information is still not the best available.
Capston  believes that of these individuals has  sole  investment
and  voting  power with regard to the securities listed  opposite
the name.
 (1)    Unless otherwise indicated, each person or group has sole
   voting  and  investment  power  with  respect  to  all  listed
   shares.

    The  Company knows of no arrangements that will result  in  a
change in control at a date after this Annual Report on Form  10-
KSB,  however, the Issuer's proposed Proxy Statement will provide
for   significant  stock  compensation  to  certain   individuals
selected  by Capston in the event that the plan of reorganization
described therein is approved by the Stockholders.

Item 12. Certain Relationships and Related Transactions

   No officer, director or family member of an officer or
director has engaged in any material transaction with the issuer
since the beginning of the Issuer's most recent fiscal year.

Item 13. Exhibits and Reports on form 8-K.

Financial statements filed with this report:

   Independent Auditor's report for March 31, 1997 and March 31,
1998.
    Balance Sheet of March 31, 1997 and March 31, 1998.
    Statements of Income for March 31, 1997 and March 31, 1998.
    Shareholders Equity for March 31, 1997 and March 31, 1998.


 SIGNATURES

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

WEBCOR ELECTRONICS, INC.
Date: _______________    By____________________
               Sally Fonner,
                Director
                President
               and Chief Financial Officer

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

Date : ______________    By_____________________
               Sally Fonner,
                Director
                President
               and Chief Financial Officer





WANT &: ENDER, CPA, P.C.
CERT/F/ED PUBLIC ACCOUNTANTS        37 East 28th Street, 8th Floor
                                   New York, NY 10016
MARTIN UNDER, CPA                  Telephone (212) 684-2414
STANLEY Z. WANT, CPA, CFP                           Fax (212) 684-5433

                  Independent Auditor's Report

To the Shareholders and Board of Directors
WEBCOR ELECTRONICS, INC.

We have audited the accompanying consolidated balance sheet of
WEBCOR ELECTRONICS, INC. (A Dormant State Company) at March 31,
1998 and March 31, 1997 and the related consolidated statements
of operations, shareholders' equity/(deficit), and cash flows for
the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.

We have conducted our audit in accordance with generally accepted
auditing standards. These 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 also 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 our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of WEBCOR ELECTRONICS, INC. (A Dormant State Company) at
March 31, 1998 and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

/s/

Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
June 14, 1998
                    WEBCOR ELECTRONICS, INC.
                   ( A Dormant State Company)
                   Consolidated Balance Sheets
                     March 31, 1998 and 1997

                                                 1998             1997

ASSETS

Organization Cost                     0                              0

                                 _______        _______

Total Assets                                       0                 0
                                 _______        _______




LIABILITIES AND STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY
Common Stock, par value $.01 per share;
20,000,000 shares authorized;
3,476,670 shares issued and outstanding           0             0
Additional Paid in Capital                      32,882    17, 815
Retained Earnings                 (17,815)         0
Net Profit/(Loss)                  (15, 067)    (17, 815)
                                  
Total Stockholders' Equity                       0                   0
                                  



                              Total Liabilities and
Stockholders' Equity                0             0
                                   
                                   
         See accompanying notes to financial statements


                    WEBCOR ELECTRONICS, INC.
                    (A Dormant State Company)
              Consolidated Statements of Operations
           For the Year Ended March 31, 1998 and 1997
                                
                                

                                 1998             1997

Revenues                       $   0              $ 0


Expenses
Administrative Expenses          (15,067)           0


Net Income/Loss for the year   $(15,067)           $ (17, 815)





         See accompanying notes to financial statements

!

                    WEBCOR ELECTRONICS, INC.
                    (A Dormant State Company)
       Consolidated Statement of Changes in Shareholders'
                        Equity/(Deficit)
           For the years ended March 31, 1998 and 1997

                                   1998        1997



Common Stock
(3,957,384SHARES ISSUED & OUTSTANDING)       $  0     $        0
Additional Paid in Capital                   32,882       17, 815
Retained Earnings                           (17,815)           0
Balance  March, 31                              0              0

Net Income/(Loss) for the year              (15,067)     (17,815)

Balance April                                 0             0




    See accompanying notes to financial statements
                                                                 


                    WEBCOR ELECTRONICS, INC.
                     Statement of Cash Flows
               For the Period Ended March 31, 1998

                                 Current Year           Prior Year

12-31-97   12-31-96
                                             
                              Cash Flows from Operating Activities

     Net Income                $(15,067)             $   (17,815)
     Net Cash Provided (Used)
     By Operating Activities   $(15,067)                 (17,815)


                               Cash Flows from Financing Activities       
                               
Proceeds from Capston-Paid in
Capital                               $   15,067        $ 17,815
Net Cash Provided (Used)
By Financing Activities                  15,067            17,815



Net Increase (Decrease) in Cash               0                  0
Cash at Beginning of Period                   0                  0
Cash at End of Period                  $      0          $       0



                    WEBCOR ELECTRONICS, INC.
                    (A Dormant State Company)

                         March 31, 1998

Note 1. HISTORY OF THE COMPANY

WEBCOR   ELECTRONICS  INC.,  (A  Dormant  State   Company),   was
incorporated on December 3, 1971, under the laws of the State  of
Delaware.   The Company conducted an initial public  offering  of
its  Common  Stock  in  May  1982  and  in  connection  with   an
application  to  list its Common Stock on the  AMEX  system,  the
Company  also  registered its Common Stock  pursuant  to  Section
12(g)  of  the  Securities Exchange Act of  1934.  The  Company's
Common  Stock remained listed on the AMEX system until April  09,
1987.

On  February  01,  1989, the Company filed a  voluntary  petition
under  Chapter 11 of the Bankruptcy Act (Case  No.  89-10328)  in
the  U.S. Bankruptcy Court for the Eastern District of New  York.
On  October  16,  1990, the Company's case under Chapter  11  was
voluntarily  converted  into  a  case  under  Chapter  7  of  the
Bankruptcy  Act. As a result of the voluntary conversion  of  the
Company's  bankruptcy  case  , all assets  of  the  Company  were
transferred  to the Trustee in Bankruptcy on the conversion  date
and  the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets
and  used  the  proceeds  to repay the  Company's  creditors.  On
November 13,1996 the Company's case under Chapter 7 was closed by
an  order  of  the  Court  and  the  Trustee  in  Bankruptcy  was
discharged.  As  a result of the Bankruptcy, the Company  has  no
assets, liabilities, management or ongoing operations and has not
engaged in any business activities since February, 1990.

Note 2. RESTORATION OF CORPORATE STATUS

On  December  26, 1996, acting in its capacity as the  holder  of
5000  shares (0.0014%) of the Company's common stock, and without
first  receiving  the consent, approval or authorization  of  any
other person associated with the Company, Capston Network Company
effected  a  renewal, revival and restoration  of  the  Company's
certificate  of  incorporation pursuant to  Section  312  of  the
General Corporation Law of Delaware.  Thereafter, Capston filed a
10-K  for  the  years  ending March 31, 1989-1996,  and  a  Proxy
Statement seeking approval and ratification of its actions, along
with  authorization  to  seek  a  suitable  business  combination
transaction.  This proxy statement was ultimately distributed  to
the   Company's  stockholders  and  the  proposals  therein  were
approved by the holders of a majority of the Company's issued and
outstanding shares.

Under  the  terms  of the original Proxy Statement,  Capston  was
authorized to seek a suitable business combination transaction on
behalf  of  the Company and to submit the terms of  any  proposed
business  combination  transaction to the Company's  stockholders
for their approval.  Capston did not receive and was not entitled
to receive any equity interest in the Company as a result of it's
actions  prior  to  the  date of the Proxy Statement.   Moreover,
Capston  was  not  entitled  to reimbursement  for  any  expenses
incurred by it on behalf of the Company except to the extent that
the  terms of a business combination transaction provided for the
reimbursement of such expenses. However, because Sally Fonner  is
both  the President of WEBCOR ELECTRONICS INC. and Capston, prior
Staff  Accounting  Bulletins  require  under  generally  accepted
accounting principles the treatment of debiting the expenses with
corresponding  credit  to paid-in capital.   Future  expenses  of
Capston  or others  will be treated this way. These expenses  are
actual  cash expenditures and do not reflect any costs associated
with the operation of Capston nor any personnel time or cost.




Note 3. FUTURE EXPENSES

Capston  will continue to extend administrative expenses to  keep
WEBCOR ELECTRONICS, INC. current with its reporting requirements,
keeping  the  Corporation in good standing,  any  required  proxy
solicitation  or acquisition efforts.  These amounts  should  not
exceed   $50,000  in  out-of-pockets  costs.   In  addition,   as
approved,  and as a result of a suitable acquisition,  additional
fees  paid for by issuance of equity position  would be for:  (i)
Capston  of  200,000 shares, (ii)up to 4,500,000 shares  for   an
acquisition(s)  and  (iii)  up to 5% of  the  acquisition  for  a
finder's fee .

Note 4. DELAYED ISSUANCE

As  a result of a special meeting voting which is reported on the
1997  10-K,  the  stockholders approved a  reverse  split  and  a
compensation  package for Capston and the Director which  results
in   the  common  shareholders having a total of  300,000  shares
among themselves and Capston and Ms. Fonner having 200,000 shares
,   for  a  total  of  500,000  outstanding.   In  addition,  the
stockholders  approved  an increase of authorized  common  shares
from  20,000,000 to 25,000,0000 and preferred from  1,000,000  to
5,000,000.  Due to adminstrative complexities, it is management's
decision to delay both the issuance of their compensation  shares
and the reverse split until a business combination is realized.