U. S. 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
     For the fiscal year ended June 30, 1999
                               -------------

(  ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ________________ to __________________

                       Commission File No.   0-11732
                                             -------

                    Appalachian Oil & Gas Company, Inc.
                    ------------------------------------
               (Name of Small Business Issuer in its Charter)

     UTAH                                                    87-0382031
----------------------------                         ----------------------
(State of Other Jurisdiction                        (IRS Employer I.D. No.)
 of incorporation or organization)

    6975 South Union Park Center, Suite #600, Salt Lake City, Utah 84047
    --------------------------------------------------------------------
             (Address of Small Business Issuer in its Charter)

                Issuer's Telephone Number:   (801) 256-9600
                                             ---------------

       (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act.
Securities Registered under Section 12(g) of the Exchange Act:

Check whether the Issuer(l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

     (l)  Yes    X    No           (2)  Yes   X    No
               ----      ----                ----      ----
Check if there is no disclosure of delinquent files in response to Item 40S
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10KSB. (  )

State Issuer's revenues for its most recent fiscal year: $0.00.

                                     1

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days.

June 30, 1999, $0.00.  There are approximately 2,135,795 shares of
---------------------                          ---------
common voting stock of the Registrant held by non-affiliates.

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

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

Yes    X       No
     -----          -----

                 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

28,182,795 Shares as of September 30, 1999
------------------------------------------

                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
A description of "Documents Incorporated by Reference" is contained in Item
14 of this Report.

Transitional Small Business Issuer Format
  Yes        No  X
      -----    ------

                                     2

                    APPALACHIAN OIL & GAS COMPANY, INC.

                                   INDEX
                                                                  Page No.
                                                                 ----------
Part I

  Item 1.   Business                                                 4

  Item 2.   Properties                                               8

  Item 3.   Legal Proceedings                                        9

  Item 4.   Submission of Matters to a
            Vote of Securities Holders                               9

Part II
  Item 5.   Market for Registrant's Common
            Equity and Related Matters                               9

  Item 6.   Selected Financial Data                                 10

  Item 7.   Management's Discussion and Analysis of Financial
            Conditions and Results of Operations                    10

  Item 8.   Financial Statements and Supplementary Data             11

  Item 9.   Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                     11
Part III
  Item 10.  Directors and Executive Officers of the Registrant      11

  Item 11.  Compensation                                            12

  Item 12.  Security Ownership of Certain Beneficial Owners
            and Management                                          12

  Item 13.  Certain Relationships and Related Transactions          13

  Item 14.  Exhibits, Financial Statements, Schedules and
            Reports on Form 10-K                                    13

            Signatures                                              24


                                     3

                                   PART I
Item 1. Business
----------------

General

In 1981, Dry Creek Exploration, Inc., (Dry Creek), the predecessor of
Appalachian Oil & Gas Company, Inc., (the "Company") was incorporated under
the laws of the state of Utah.  Its purpose was to engage in the
acquisition, exploration and development of mineral properties.

During May 1982, those in control of Dry Creek accepted a proposal from the
management of Farms, Inc., "Ratliff",  Ratliff and Universal, two (2)
Tennessee corporations under the common control of James W. Ratliff,
whereby their individually owned shares were acquired by James W. Ratliff
and his affiliates and James W. Ratliff and persons affiliated with him
were appointed to the Board of Directors of Dry Creek.

On June 18, 1982, at a special meeting of Dry Creek's shareholders, and at
which, of the three million six hundred sixty-five thousand (3,665,000)
shares outstanding, two million forty-seven thousand (2,047,000) shares
were represented in person or by proxy, the following actions were
approved:  (i) the name of the Company was changed to Appalachian Oil & Gas
Company, Inc.; (ii) the authorized Common Stock was increased from Fifty
million (50,000,000) to one hundred million (100,000,000) shares; (iii) the
outstanding three million six hundred sixty-five thousand (3,665,000)
shares of Common Stock split on a two for one basis; (iv) individuals who
were officers, directors or affiliates of Ratliff and/or Universal were
elected to comprise the Company's Board of Directors; and, (v) the Company
was thereafter to purchase certain assets of Ratliff and Universal as
described in a brochure presented on behalf of the sellers, in exchange for
five million (5,000,000) shares of its Common Stock, on a post split basis,
subject to satisfying certain conditions relating to the audit of such
assets.

At the time of purchase, Ratliff was a dormant corporation and Universal
was engaged in the acquisition and development of oil and gas properties.
The Company has continued some of the oil and gas operations so acquired.

From 1982 into late 1985 the Company's activities involved lease
acquisitions and the sale of interests in wells to be drilled on such
leases.  Income was principally derived from the difference between the
aggregate purchase price obtained for the interests in a well sold to
others and the actual cost to drill and complete the particular well.

For the year 1991 the shareholders elected Raymond Connelly as Chairman of
the Board and Director, Russell Ratliff as an Officer and Director, and
Tyler Tait as Secretary and Director.

In 1992 the shareholders elected Raymond Connelly as Chairman of the Board
of the Corporation, John R. (Jack) Tait as President/CEO and Director and
his son, Tyler Tait Secretary and Director.

                                     4

In September 1992 at the annual meeting of the shareholders of the Company,
Barry L. Fly was elected as a Director of the corporation.  In January
1993, John R. Tait submitted his resignation as President and Director of
the Company, Tyler Tait submitted his resignation as Director/Secretary-
Treasurer of the Company, and Brent Anderson submitted his resignation as
vice-president of the Company.

In January 1993, upon the acceptance of the resignations of Messrs. Tait,
Tait and Anderson, the Board of Directors of the Company elected Mark S.
Moore and Brad L. Fly as Directors of the Corporation.

Barry L. Fly was elected Secretary of the corporation and Brad L. Fly was
elected as Treasurer of the corporation in January 1993.

In April 1993, William Goodwin accepted the position of President with the
Company.  Mr. Goodwin resigned as President on February 22, 1994.  On March
9, 1994,  Mark S. Moore was elected President and CEO of the corporation by
the Board of Directors.

The Company moved its corporate offices on June 1, 1994, to 240 Mayfield
Drive, Suite #106, Smyrna, Tennessee 37167.

The Company had successfully gained approval of a plan of reorganization
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Kentucky.  The plan was
approved by the Court in March 1992.  In January 1993, the Company was able
to successfully satisfy all provisions of the confirmed plan by
successfully satisfying all unsecured debt according to the plan confirmed
by the Untied States Bankruptcy Court for the Southern District of
Kentucky.  The Corporation also successfully made payments of $25,000 per
month to the secured creditor, Valley Bank of Sweetwater, Tennessee on a
monthly basis according to the confirmed plan of reorganization by the
United States Bankruptcy Court.

In December 1995, Mark S. Moore resigned as President and CEO of the
Company.  In January 1996, the Board of Directors appointed Mr. Raymond
Connelly as President and CEO of the Company.

On February 1, 1996, the Company sold 60.0% of all of its rights, title and
interest in machinery and equipment, land, oil and gas well leaseholds to
K. Petroleum, Inc., an Ohio Corporation.  Further, on February 1, 1996, the
Company signed an operating agreement with K. Petroleum, Inc., (KPI), an
Ohio Corporation, whereby KPI, would be sole operator of the properties.
KPI shall conduct and direct and have full control of all operations and
the properties.  Under terms of the operating agreement KPI shall operate
the properties as an independent contractor on behalf of the parties to the
Agreement.

Since the sale of 60% of the assets to KPI, the Company has conducted no
business other than to pay its creditors with the proceeds of the sale, and
collect the royalties from KPI.

                                     5

In January 1996, Mr. Brad L. Fly resigned as Treasurer and Member of the
Board of Directors of Appalachian Oil and Gas Company.

In March 1996, Mr. Brad Fly, was re-appointed to its Board of Directors of
the Company.

In March 1996, the Board of Directors authorized the sale of an undivided
60% of its assets in Clay County, Kentucky for $450,000 to K Petroleum,
Inc.

In May 1996, Mr. Barry L. Fly, resigned as Secretary and Director and Mr.
Brad L. Fly resigned as a director.  The Board appointed Mr. Bill Jones,
Mr. Turner Snodgrass and Mr. Larry Cortin as Board Members.

In 1996, the Company moved its offices from Smyrna, Tennessee to Nashville,
Tennessee.

In 1997, Mr. David Cooley was appointed to the Board of Directors.

For the past two years, the Company sales have been solely from royalties
from the production of Natural Gas.  Oil production has been negligible.

In 1999, the Company moved its officer from Nashville, Tennessee to Salt
Lake City, Utah.

Business
--------

During the period after the sale of the 60% interest in its oil and gas
wells, royalties from gas sales have declined and ceased in the fourth
fiscal quarter of the year ended June 30, 1998.  The Company
has requested production records from K Petroleum, but has not been able to
obtain them as of the date of this report.

Drilling Program
----------------

During the period after the sale of the 60% interest in its oil and gas
wells, royalties from gas sales have declined and ceased in the fourth
fiscal quarter of the year ended June 30, 1998.  The Company has requested
production records from K Petroleum, but has not been able to obtain them
as of the date of this report.

Competition and Markets
------------------------

The competitive business conditions which affect the Company's Operating
Contractors competitive position in the industry include the price of gas
as determined by supply and demand, the availability of gas from the
Company's Operator  and other competitors, weather conditions, and the
extremely high cost of the compression and transportation of the gas that
is required of the Operating Contractors because of the existing pressure
conditions of the Company's sole purchaser, Somerset Gas Services.

                                     6


There are a large number of companies, partnerships and individuals engaged
in exploration, development and production of oil and gas properties in the
area including, but not limited to, Delta Gas, Wiser Oil Company, Petro
Flow, Incorporated, PXT, Incorporated, Southern Gas Company, Incorporated
and Midamco, Incorporated.

Government Regulation
----------------------

Activities of the Operator are regulated by several state and federal
agencies and by several state and federal acts.  The Company is regulated
by the Environmental Protection Agency, the United States Forestry Service,
the United States Department of Agriculture, United States Bureau of Land
Management, Kentucky Public Service Commission, Kentucky Environmental
Protection Agency- Division of Water, and the Kentucky Bureau of Mines and
Minerals.  Specific acts and statutes which govern the Company include the
Federal Environmental Protection Act, the Kentucky Environmental Protection
Act and Clean Water and Air Act, the Kentucky Public Service Commission Law
Annotated, Kentucky revised statutes Chapter 74, and the Commonwealth of
Kentucky, Department of Mines and Minerals permitting drilling operations
and the approval of drilled wells for production.

Government approval of the Company's Operating Agents operation is mandated
pursuant to the Kentucky Public Service Commission Law Annotated, Kentucky
revised statutes Chapter 74.

While existing and probable governmental regulations on the business are
time consuming, the Company believes its Operating Agents to be in
compliance with all regulations and that said compliance has not resulted
in any significant expense or competitive disadvantage to the Company.

Employees
---------

As of June 30, 1999 the Company had no employees and at June 30, 1998, the
Company employed one person.

Item 2. Properties
------------------

The following table sets forth the approximate gross and net acres of
undeveloped and developed oil and gas properties of the Company at June 30,
1998.  The Company has an undivided 40% interest in these wells.

<TABLE>
<CAPTION>
                                UNDEVELOPED
               State               Gross Acres         Net Acres
              ---------           -----------         ---------
             <S>                 <C>                 <C>
                Kentucky            1,100.00            908.00
                TOTAL               1,100.00            908.00
<CAPTION>
                                 DEVELOPED
               State               Gross Acres         Net Acres
               ---------           -----------         ---------
                Kentucky            2,910               2,206
                TOTAL               2,910               2,206
</TABLE>

The Company's oil and gas interests are located  in Clay County in
Kentucky.

Oil and Gas Wells
-----------------

The table below shows the number of the Company's gross and net oil and gas
wells as of June 30, 1998.  Gross wells are the total number of wells in
which the Company owns a working interest, and net wells refer to the
average of the fractional net revenue interests owned by the Company in
gross wells.  Dry holes are not included.  The Company holds a 40%
undivided interest these wells.

<TABLE>
<CAPTION>
                   Total     Total           Oil                  Gas
State              Gross       Net     Gross       Net     Gross       Net
----------       --------   -------   -------   -------   -------   -------
<S>             <C>        <C>       <C>       <C>       <C>       <C>
Kentucky              30    57.245         0     .0000        30    57.245
</TABLE>

Reserves
--------

Richard M. Russell and Associates, consulting engineers of Nashville,
Tennessee, rendered an engineering evaluation as of  June 30, 1997, of the
Company's interest in gas and oil properties.  Since the Company is not
longer actively engaged as an operator of the wells no subsequent
evaluations have been made.

Present Activities
------------------

The Company has no oil and gas activities a this time.

Delivery Commitments
--------------------

The Company has no obligations to provide a fixed or returnable quantity of
oil or gas under existing contracts or agreements.

Item 3. Legal Proceedings
--------------------------
Appalachian Oil & Gas Company, Inc., et at.: Franklin County Ohio: Case No.
99CVH-06-4459
---------------------------------------------------------------------------
Prior to the end of the fiscal year, the Company brought suit against K.
Petroleum, Inc., alleging that it is due damages for non-payment of oil and
gas revenues that are due the Company.  The matter is currently in the
discovery stage.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
None

                                  PART II

Item 5. Market for Registrant's Common Equity and Related Matters
-----------------------------------------------------------------

Market Price of Common Stock
----------------------------

The following over-the-counter market quotations reflect inter-dealer
prices, without retain markup, markdown or commission, and may not
necessarily represent actual transactions.  The range of reported high and
low bid quotations was derived from a variety of sources, including
quotations published by the National Quotation Bureau, Inc. and other over-
the-counter broker/dealers.

<TABLE>
<CAPTION>
For the Quarter Ended              High      Low
------------------------           ----      ----
<S>                                <C>       <C>
September 30, 1998                 .10       .03
December 31, 1998                  .10       .03
March 31, 1999                     .10       .03
June 30, 1999                      .10       .03
</TABLE>

At June 30, 1999 and 1998, the Company had approximately 750 shareholders
of record.

Dividends
---------
There have been no dividends declared since the date of the Company's
organization and no dividends are contemplated to be paid in the
foreseeable future.  It will continue to be the Company's policy to expend
any earnings in developing its gas and oil business.

                                     9


Item 6. Selected Financial Data
-------------------------------
<TABLE>
<CAPTION>
                          09-30-99    09-30-98     09-30-97    09-30-96     09-30-95
-------------------------------------------------------------------------------------
<S>                      <C>         <C>          <C>         <C>          <C>
Revenues                  $    -0-    $ 17,721     $ 48,723    $357,273     $539,395
-------------------------------------------------------------------------------------
Income (Loss) from
Continuing Operations     $    -0-   ($130,605)   ($ 82,709)  ($ 73,494)   ($197,130)
-------------------------------------------------------------------------------------
Income (Loss) from
Continuing Operations
Per Common Share          ($  0.02)  ($   0.02)   ($   0.03)  ($   0.03)   ($    .05)
-------------------------------------------------------------------------------------
Total Assets              $    -0-   $ 122,400    $ 190,875   $ 287,591    $ 633,533
-------------------------------------------------------------------------------------
Long Term Obligations     $    -0-   $     -0-    $     -0-   $     -0-    $ 129,490
-------------------------------------------------------------------------------------
Cash Dividends Declare         N/A         N/A          N/A         N/A          N/A
-------------------------------------------------------------------------------------
</TABLE>
The gain on sale of assets resulted from the sale of 60% of the assets to
K. Petroleum, Inc., (KPI).  The significant decrease in total assets also
resulted form that sale.

Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
--------------------------------------------------------------------------
The following discussion should be read in conjunction with the Financial
Statements and their related notes, which are included elsewhere in this
report.

Plan of Operation
-----------------
In 1996, the Company faced with re-occurring losses, decided to sell
controlling interest in its oil and gas wells and to sign an operations
agreement whereby it would receive royalty payments on revenues, if any,
for the 40% interest it owns in 30 gas wells it had heretofore operated.
The prospect of rising costs and lower gas prices made the decision
necessary.

In 1997 and 1998, the Operator reported declining production and in May
1998, reported that production had ceased.  The Company currently seeks
verification of those reports and has filed suit against the operator.

Results of Operations
---------------------
The Company has decreased its expenses to a base minimum.  It currently has
no employees and rents office space and record storage space from its
President.  At June 30, 1999, the Company was receiving no revenues and was
dependent upon its officers for funds to pay its ongoing expenses.

                                     10

Item 8. Financial Statements
----------------------------
Financial Statements begin on 14.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
------------------------------------------------------------------------
The Company appointed Schvaneveldt & Company to perform its certified audit
and assist in the other accounting requirements for the Company.

                                  PART III

Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------

The following list sets forth the names and ages of all Directors and
Executive Officers of the Company, indicates the position held by each and
their length of service.

<TABLE>
<CAPTION>
Name                          Position            Assumed Office
--------------------          ----------          --------------
<S>                           <C>                 <C>
Raymond A. Connelly           Director/           April, 1990
Age 65                        Chairman

Robert Kropf                  President/          May 1999
Age 38                        Chairman
</TABLE>

The following is a brief resume of the business experience of the Company
Directors and Officers.

Raymond A. Connelly
--------------------
Mr. Connelly is a self-employed businessman.  He has been involved in
limited partnerships promoting oil and gas development since 1985.  He is
President and CEO of First Place Corporation and President of Central Paint
and Body Shop in Nashville, Tennessee.  He has been a Director and Officer
of the Company since 1989.  Mr. Connelly, for the last nine years, has had
business experience in the areas of oil and gas serving as an officer and
director of Appalachian Oil & Gas, Inc., in the repair of automobiles and
sale of automobile parts.

Robert Kropf
-------------
Mr. Kropf is thirty-eight years old.  He is the former owner and operator
of a small company called Dinner and Bingo Club.  His business experience
for the past seven years has been extensive in restaurant and other retail
sales.  Mr. Kropf serves on several other public boards.




                                     11


Item 11. Compensation
---------------------

Annual Compensation Paid to Officers and Directors for Fiscal Year
------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Restricted    Securities
Name &                                     Annual      Stock    Underlying      LTIP
Principal      Fiscal  Salary  Bonus Compensation     Awards       Options   Payouts
Position         Year     ($)    ($)          ($)        ($)      /SARS(#)       ($)
-------------------------------------------------------------------------------------
<S>           <C>      <C>    <C>          <C>        <C>           <C>       <C>
Ray Connelly     1999   $ -0-  $ -0-        $ -0-      $ -0-         $ -0-     $ -0-
-------------------------------------------------------------------------------------
Robert Kropf    19999     -0-    -0-          -0-        -0-           -0-       -0-
-------------------------------------------------------------------------------------
</TABLE>

Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

The following sets forth, as of September 30, 1999, certain information
regarding ownership of the common stock of the Company by (i) all persons
known by the Company to be the beneficial owners of as much as five percent
(5%) of the outstanding common stock of the company, (ii) each Officer and
Director and (iii) all Officers and Directors as a group.

<TABLE>
<CAPTION>
Title of Class    Name & Address of Beneficial Owner       Amount   Percent of Class
-------------------------------------------------------------------------------------
<S>              <C>                                  <C>          <C>
Common Stock                     Raymond A. Connelly    5,332.109              65.54
                                701 2nd Avenue North                             (i)
                          Nashville, Tennessee 37201
-------------------------------------------------------------------------------------
Common Stock                            Robert Kropf   20,000,000              70.00
                        6975 South Union Park Center
                                           Suite 600
                          Salt Lake City, Utah 84047
-------------------------------------------------------------------------------------
</TABLE>
At September 30, 1999, the Company's directors and executive officer owned
a total of 25,332,109 shares of the Company's common stock.

     (i)  Includes 67,000 shares owned by First Place Corporation of Nashville,
Tennessee.  Mr. Connelly is President of First Place Corporation.

Changes In Control
------------------
In May 1999, Robert Kropf was appointed to the Board of Directors, and on
July 1, 1999, the Company issued him 20,000,000 shares of common stock at
par value.


                                     12

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------
Raymond A. Connelly, Director and Chairman of the Board of the Company, is
an Officer and Shareholder of First Place Corporation.  First Place
Corporation owns 722,667 shares of Common Stock.

There were no material transactions, or series of similar transactions,
during the Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000, and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.

Item 14. Financial Statement Schedules and Exhibits
----------------------------------------------------

The financial statements will follow on page 14.  The letter of consent
from the independent auditor  and the financial data schedule will follow
after the signature page.

                                     13

                    Appalachian Oil & Gas Company, Inc.

                            Financial Statements

                           June 30, 1999 and 1998


/Letterhead/
                           Schvaneveldt & Company
                        Certified Public Accountant
                     275 East South Temple, Suite #300
                         Salt Lake City, Utah 84111
                               (801) 521-2392

Darrell T. Schvaneveldt, C.P.A.


                        Independent Auditors Report
                        ----------------------------

Board of Directors
Appalachian Oil & Gas Company, Inc.

I have audited the accompanying balance sheets of Appalachian Oil & Gas
Company, Inc., as of June 30, 1999 and 1998, and the related statements of
operations, stockholders' equity, and cash flows for the years then ended.
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 I plan and perform the audit to
obtain reasonable assurance about whether the  financial statements are
free of material misstatements.  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 the significant estimates made by management, as well as
evaluating the overall financial statements presentation.  I believe that
my audit provides a reasonable basis for my opinion.

In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Appalachian Oil & Gas
Company, Inc., as of June 30, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


/S/ Schvaneveldt & Company

Salt Lake City, Utah
August 24, 1999



                    Appalachian Oil & Gas Company, Inc.
                               Balance Sheets
                           June 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                         June         June
                                                     30, 1999     30, 1998
                                                  ------------ ------------
<S>                                              <C>          <C>
              Assets

Current Assets
--------------
  Cash & Cash Equivalents                         $       -0-  $        75
  Accounts Receivable - Trade                             -0-        3,225
                                                  ------------ ------------
       Total Current Assets                               -0-        3,300

Property & Equipment
--------------------
  Oil & Gas Properties                                    -0-      140,184
  Other Property & Equipment                              -0-      326,574
                                                  ------------ ------------
       Net Property & Equipment                           -0-      466,758

       Less Accumulated Depreciation,
       Depletion & Amortization                           -0-      347,658
                                                  ------------ ------------
        Total Property & Equipment                        -0-      119,100
                                                  ------------ ------------
       Total Assets                               $       -0-  $   122,400
                                                  ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements

                                    F-3

                    Appalachian Oil & Gas Company, Inc.
                         Balance Sheets -Continued-
                           June 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                         June         June
                                                     30, 1999     30, 1998
                                                  ------------ ------------
<S>                                              <C>          <C>
              Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable - Trust                        $       750  $    12,468
  Due to Officers                                      18,600          -0-
                                                  ------------ ------------
       Total Current Liabilities                       19,350       12,468

Commitments & Contingencies
---------------------------
  Stockholders' Equity
  Common Stock, Par Value $0.001 Per Share,
     100,000,000 Shares Authorized, 8,135,795
     Shares Issued & Outstanding Respectively          81,358       81,358
  Additional Paid In Capital                        1,814,342    1,814,342
  Retained Deficit                                ( 1,915,050) ( 1,785,768)
                                                  ------------ ------------
       Total Stockholders' Equity                 (    19,350)     109,932

       Total Liabilities &
       Stockholders' Equity                       $       -0-  $   122,400
                                                  ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements

                                    F-4

                    Appalachian Oil & Gas Company, Inc.
                          Statement of Operations
              For the Years Ended June 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                                            1999        1998         1997
                                       ----------  ----------   ----------
<S>                                    <C>         <C>          <C>
Revenues
--------
  Oil & Gas Sales                       $     -0-   $  17,721    $  48,723
  Sale of Oil & Gas Leases                    -0-         -0-          -0-
  Other                                       -0-         550        3,117
                                        ----------  ----------   ----------
       Total Revenues                         -0-      18,271       51,840

Costs & Expenses
----------------
  Other Operating Expenses                    -0-      17,908       35,530
  Depreciation, Depletion
     & Amortization                       119,100      16,965       16,965
  General & Administrative                 10,182     114,003       82,054
                                        ----------  ----------   ----------
       Total Costs & Expenses             129,282     148,876      134,549
                                        ----------  ----------   ----------
       Net Income (Loss)                ($129,282)  ($130,605)   ($ 82,709)
                                        ==========  ==========   ==========
       Income (Loss) Per Share          ($    .02)  ($    .02)   ($    .03)

       Weighted Average Shares          8,135,795   8,135,795    3,235,795

</TABLE>

The accompanying notes are an integral part of these financial statements

                                    F-5


                    Appalachian Oil & Gas Company, Inc.
                     Statement of Stockholders' Equity
                     From July 1, 1997 to June 30, 1999
<TABLE>
<CAPTION>

                                                                Additional
                                            Common       Paid  Accumulated
                                   Shares    Stock    Capital      Deficit
                           ------------------------------------------------
<S>                           <C>         <C>     <C>         <C>
Balance, July 1, 1997           3,135,795  $31,358 $1,814,342  ($1,572,454)

Net Loss for the Year
Ended June 30, 1997                                                (82,709)
                           ------------------------------------------------
Balance, June 30, 1997          3,135,795   31,358  1,814,342   (1,655,163)

Shares Issued for
Services at $0.01
Per Share                       5,000,000   50,000

Net Loss for the Year
Ended June 30, 1998                                               (130,605)
                           ------------------------------------------------
Balance, June 30, 1998          8,135,795   81,358  1,814,342   (1,785,768)

Net Loss for the Year
Ended June 30, 1999                                               (129,282)
                           ------------------------------------------------
Balance, June 30, 1999          8,135,795  $81,358 $1,814,342  ($1,915,050)
                           ================================================

</TABLE>
The accompanying notes are an integral part of these financial statements

                                    F-6


                    Appalachian Oil & Gas Company, Inc.
                          Statement of Cash Flows
              For the Years Ended June 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                                                        June        June         June
                                                    30, 1999    30, 1998     30, 1997
                                                ------------- ----------- ------------
<S>                                            <C>           <C>         <C>
Cash Flows from Operating Activities
------------------------------------
Net Income (Loss)                               ($  129,282) ($  130,605) ($   82,709)
Adjustments to Reconcile Net Income
  (Loss) to Net Cash Provided by Operating
   Activities;
    Depreciation, Depletion & Amortization         119,100       16,965       16,965
    Rounding                                           -0-            1          -0-
    Shares Issued for Services (Non-Cash)              -0-       50,000          -0-
Changes in Operating Assets & Liabilities;
  (Increase) Decrease in Accounts Receivable         3,225       14,630       12,582
  Increase (Decrease) in Accounts Payable      (    11,718)      12,130  (    12,007)
  Increase (Decrease) in Accrued Expenses              -0-          -0-  (     2,000)
  Increase (Decrease) in Due to Officers            18,600          -0-          -0-
                                               ------------ ------------ ------------
     Net Cash Provided by (Used In)
     Operating Activities                      (        75) (    36,879) (    67,169)

Cash Flows from Investing Activities                   -0-         -0-          -0-
------------------------------------           ------------ ------------ ------------

Cash Flows from Financing Activities                   -0-         -0-          -0-
------------------------------------           ------------ ------------ ------------
      Increase (Decrease) In Cash &
      Cash Equivalents                         (        75) (    36,879) (    67,169)

      Cash & Cash Equivalents,
      Beginning of Year                                 75       36,954      104,123
                                               ------------ ------------ ------------
      Cash & Cash Equivalents,
      End of Year                              $       -0-  $        75  $    36,954
                                               ============ ============ ============
Disclosures from Operating Activities
-------------------------------------
  Interest                                      $       -0- $       -0-  $       -0-
  Taxes                                                 -0-         -0-          -0-

</TABLE>
The accompanying notes are an integral part of these financial statements

                                    F-7


             Appalachian Oil & Gas Company, Inc. And Subsidiary
                       Notes to Financial Statements

NOTE #1 - Summary of Significant Accounting Policies
----------------------------------------------------
Significant accounting policies of the Company are as follows:

Business Activity and Major Customers

     AOGCI sold the controlling interest in its oil and gas producing
     properties in February of 1996.  AOGCI  has no activities in
     extracting oil or gas or in marketing the production of oil and gas.
     It is AOGCI's intention to sell its remaining 40% interest in the oil
     and gas properties and the related assets and to seek other business
     opportunities.

Cash and Cash Equivalents

     Cash includes amounts on hand and in financial institutions. Cash
     equivalents include all highly liquid investments with an original
     maturity of three months or less when purchased.

Allowance for Losses

     AOGI uses the specific write-off method to provide for doubtful
     accounts since experience and management's estimation indicates an
     adequate allowance for such accounts is immaterial.

Income Taxes

     Deferred income taxes are provided for significant temporary
     differences in recognition of revenues and expenses for financial
     reporting and income tax reporting purposes.

     For Federal income tax purposes, the Company deducts certain
     exploration and developmental costs, which are capitalized and
     amortized for financial reporting purposes. The Company uses statutory
     depletion for income tax reporting.

     Investment tax credits are accounted for as a reduction of income tax
     expense in the year taxes payable are reduced.

Estimates

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

Environmental Costs

     Environmental expenditures that relate to current operations are
     expensed or capitalized as appropriate. Liabilities are recorded when
     environmental assessments are probable and the amounts can be
     reasonably estimated.

                                    F-8

             Appalachian Oil & Gas Company, Inc. And Subsidiary
           Notes to Consolidated Financial Statements -Continued-

NOTE #2 -  Property and Equipment
---------------------------------

A summary of property and equipment is as follows:
<TABLE>
<CAPTION>                                               1999         1998
                                                   ----------   ----------
<S>                                                <C>          <C>
     Proved oil and gas properties                  $     -0-    $ 140,184
     Less accumulated depreciation,
       depletion and amortization                         -0-       96,210
                                                    ----------   ----------
                                                          -0-       43,974
                                                    ----------   ----------
     Land                                                 -0-       12,410
     Gas gathering system                                 -0-      196,334
     Machinery and equipment                              -0-      112,788
     Office furniture and equipment                       -0-        5,042
                                                    ----------   ----------
          Other property and equipment                    -0-      326,574
     Less accumulated depreciation                        -0-      251,448
                                                    ----------   ----------
                                                          -0-       75,126
                                                    ----------   ----------
     Net property and equipment                     $     -0-    $ 119,100
                                                    ==========   ==========
</TABLE>

AOGCI  incurred depreciation expenses at the fiscal year end as follows;
$119,100 for 1999, $16,965, for 1998 and $16,965 for 1997.

NOTE #3 - Income Taxes
----------------------

At June 30, 1999, the Company had net operating loss and investment tax
credit carryforwards for income tax purposes of approximately $1,523,282
and $30,000, respectively, which expire on or before June 30, 2007. For
financial reporting purposes, a valuation allowance of $528,351 has been
recognized to offset the deferred tax assets related to these items.

The net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes are reflected in deferred income taxes.
Significant components of the Company's deferred tax assets and liabilities
as of June 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                        1999         1998
                                                  -----------  -----------
<S>                                               <C>          <C>
     Deferred tax assets:
       Net operating loss                          $  562,101   $  518,151
       Investment tax credit                           10,200       10,200
                                                   -----------  -----------
     Total deferred tax assets                        572,301      528,351
     Valuation allowance for
       deferred tax assets                         (  572,301)  (  528,351)
                                                   -----------  -----------
          Deferred tax liabilities                        -0-          -0-
          Net deferred tax asset                   $      -0-   $      -0-
                                                   ===========  ===========
</TABLE>                            F-9


             Appalachian Oil & Gas Company, Inc. And Subsidiary
           Notes to Consolidated Financial Statements -Continued-

NOTE #4 - Sale of Operating Assets & Well Interest
--------------------------------------------------
Effective March 27, 1996, AOGI sold 60% of their operating assets and 60%
of their well interests for $450,000. The company that purchased the assets
began operating and managing the majority of AOGI's wells as of February 1,
1996.

In the fiscal year 1999 the Company filed suit to collect royalties due on
its remaining 40% ownership, the matter is currently in the discovery
stage.

In the year ended June 30, 1999, the operating assets and wells were fully
amortized.

NOTE #5 - Subsequent Event
--------------------------
Effective July 1, 1999, the Company issued 20,000,000 shares of common
stock at $0.001 par value to a new officer for services rendered to the
Company.

                                    F-10

                                 SIGNATURES


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

Date:     October 11, 1999              Appalachian Oil & Gas Company, Inc.


                                  By: /S/ Robert Kropf
                                   ------------------------------------
                                   Robert Kropf, President & Director


          DATE                NAME AND TITLE      SIGNATURE

October 11, 1999    Robert Kropf
                    President
                    Director



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