SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended: December 31, 1997 OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

Commission file number: 2-41703

                              Cassco Capital Corp.
                              --------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                    43 1594165
           --------                                    ----------
(State or other jurisdiction of         (I.R.S. employer identification number)
 incorporation or organization)

1999 Broadway, Ste. 3250, Denver, Colorado               80202
------------------------------------------               -----
 (Address of principal executive offices)              (Zip Code)

1999 Broadway, Ste. 3250, Denver, Colorado               80202
------------------------------------------               -----
           (Mailing address)                           (Zip Code)

Registrant's telephone number: (303) 292-2992
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements  for the  past 90 days.  Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Rule 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be 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 60 days prior to the date of filing:  On
June 30, 1999,  the closing inside bid and asked prices for the shares of common
stock of registrant,  which is the sole voting stock  outstanding of registrant,
were $.07 and $.09, respectively.  On that date, there were 22,817,005 shares of
common stock  outstanding.  Affiliates  held no shares of this stock;  thus, the
aggregate market value of the voting stock held by non-affiliates was zero.

Registrant had no revenues during fiscal 1997.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: As of June 30, 1999, there were
22,817,005 shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the documents incorporated by reference and the Part of this Form
10-KSB into which the document is incorporated: None.

<PAGE>


                                     PART I


Item 1. Description of Business.

Cassco Capital Corp.  (Company) was  incorporated  as Anthony Kane  Incorporated
under the laws of the State of Delaware on February 5, 1969,  and became subject
to the reporting  provisions of the Securities  Exchange Act of 1934 on June 11,
1969, when a registration  statement filed by the Company was declared effective
by the U.S. Securities and Exchange Commission.

The name of the Company was changed to  Maid-Rite  Ventures,  Inc.,  on April 8,
1985,  and to Grandee  Corporation  on  September  23,  1985,  on which date the
Company also increased its authorized  shares of common stock from 25,000,000 to
75,000,000,  concurrently  effecting a decrease in par value per share from $.01
to $.00333.

In July, 1992, the Company entered into an agreement with K C Jakes BBQ & Grill,
Inc., for the purpose of acquiring KC Jakes as a subsidiary.  This agreement was
set aside by a court of competent  jurisdiction in 1994, as previously  reported
by the Company in a filing  under the  Securities  Exchange  Act of 1934 on Form
8-K.

On January 10, 1995, the Company entered into an agreement with Epsitek, Inc., a
Delaware  corporation  to acquire two  subsidiaries  of Epsitek as  wholly-owned
subsidiaries of the Company.  In conjunction with the  acquisition,  the Company
issued  6,000,000  shares of common stock to Epsitek,  which also  appointed new
directors and took control of the Company.  Subsequently,  Epsitek was unable to
complete the conditions imposed for and at closing. The acquisition,  therefore,
did not occur and the shares  issued in  connection  with the  acquisition  were
returned to treasury and the board  members of the Company  appointed by Epsitek
resigned.

The  Company  is  now  engaged  in the  process  of  locating  a  merger  and/or
acquisition candidate.

Year 2000  Issues:  The Company has  evaluated  all  internal  software  against
anticipated Year 2000 concerns, and believes,  first, that its business will not
be substantially affected, and, secondly, that it has no significant exposure to
contingencies  related to this from past business.  The Company has upgraded all
internal software and conducted testing on its information technology to further
ensure  that  all  aspects  of its  business  are  Year  2000  compliant.  These
procedures  had no material  effect on the Company or its business  contacts and
did not  require  any  material  expenditures  or other  material  diversion  of
resources.

Facilities: The executive offices of the Company, as of the date of this report,
were located at 1999 Broadway,  Ste. 3250, Denver, Colorado 80202. The telephone
number at this address is (303) 292-2992.


Item 2. Description of Properties.

The Company owns no real or personal property.


Item 3. Litigation.

No material  legal  proceedings to which the Company (or any officer or director
of the Company, or any affiliate or owner of record or beneficially of more than
five percent of the Common Stock,  to  management's  knowledge) is a party or to
which the  property of the Company is subject is pending,  and no such  material
proceeding is known by management of the Company to be contemplated.


Item 4. Submission of Matters to a Vote of Security Holders.

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 1997.

<PAGE>


                                     Part II


Item 5. Market for Common Equity and Related Stockholder Matters.

As of June 30,  1999,  there were  22,817,005  shares of Common Stock issued and
outstanding  which were held of record by approximately  308  shareholders.  The
Common  Stock is  currently  quoted  on the  Bulletin  Board  maintained  by the
National  Association of Securities  Dealers,  Inc.,  under the symbol CSCA. The
following  table sets  forth the range of high,  low and  closing  bid and asked
prices per share of the Common Stock as reported by the National  Association of
Securities  Dealers,  Inc., for the period  indicated.  The common stock was not
listed for trading until the second quarter of calendar 1994.

Calendar Quarter  High Bid  Low Bid  Closing Bid  High Ask  Low Ask  Closing Ask
----------------  --------  -------  -----------  --------  -------  -----------

September 30, 1994  1.25       1.00       1.25       1.625    1.375      1.50
December 31, 1994   1.50       0.25       0.50       1.50     0.50       0.6875

March 31, 1995      1.1875     0.4357     0.5625     1.50     0.625      0.8125
June 30, 1995       0.75       0.1875     0.1875     0.8125   0.3125     0.3125
September 30, 1995  0.78125    0.1875     0.375      1.00     0.28125    0.50
December 31, 1995   0.50       0.125      0.1875     0.6875   0.3125     0.3125

March 31, 1996      0.1875     0.125      0.125      0.4375   0.3125     0.3125
June 30, 1996       0.05       0.0625     0.4375     0.75     0.25       0.625
September 30, 1996  0.4375     0.125      0.25       0.625    0.375      0.4375
December 31, 1996   0.5625     0.125      0.125      0.8125   0.3125     0.3125

March 31, 1997      0.4375     0.125      0.3125     0.5625   0.25       0.53125
June 30, 1997       0.34375    0.125      0.125      0.53125  0.25       0.25
September 30, 1997  0.21875    0.0625     0.0625     0.25     0.125      0.125
December 31, 1997   0.50       0.0625     0.19       0.59375  0.125      0.28

March 31, 1998      0.26       0.08       0.08       0.32     0.12       0.12
June 30, 1998       0.30       0.0625     0.20       0.475    0.09       0.30
September 30, 1998  0.27       0.02       0.03       0.38     0.04       0.06
December 31, 1998   0.075      0.02       0.03       0.95     0.025      0.04

March 31, 1999      0.05       0.02       0.045      0.09     0.025      0.065

The above prices  represent  inter-dealer  quotations  without  retail  mark-up,
mark-down or commission,  and may not necessarily represent actual transactions.
Further,  the above prices have been  adjusted to reflect two  previous  reverse
share splits . On June 30, 1999, the closing inside bid and asked prices for the
Common Stock were $.07 and $.09, respectively.  On that date there were 11market
makers.

Dividends:  Since  inception the Company has not paid any cash  dividends on the
Common Stock.  Any declaration in the future of any cash or stock dividends will
be at the discretion of the Board of Directors and will depend upon, among other
things,  earnings, the operating and financial condition of the Company, capital
expenditure  requirements,   and  general  business  conditions.  There  are  no
restrictions  currently  in effect  which  preclude  the Company  from  granting
dividends.  It is the current intention of the Company,  however,  to retain any
earnings in the foreseeable future to finance the development of its business.


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

The following discussion of financial condition and results of operations should
be read in conjunction with the Company's audited financial statements and notes
thereto appearing elsewhere in this report. The Company has had recurring losses
from operations  since  inception and had a net capital  deficiency at year end,
each of which  raise  substantial  doubts  about the  ability of the  Company to
continue  as a going  concern.  Accordingly,  the  auditors'  report and opinion
included  in  this  report   contain  an  explanatory   paragraph   about  these
uncertainties.

<PAGE>


Results of Operations: The Company, as a result of the cessation of its business
and the failure of its proposed acquisitions, had no operations during the year;
thus, no meaningful comparison can be made to prior years.

Liquidity  and Capital  Resources:  The Company,  from  inception  has relied on
capital  infusions  from  executive  officers and  directors  and on credit from
vendors.


Item 7. Financial Statements.


Halliburton, Hunter & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


                          INDEPENDENT AUDITOR'S REPORT

To the Directors and Shareholders
Cassco Capital Corp. (a Development Stage Company)


We have  audited the  accompanying  balance  sheets of Cassco  Capital  Corp.  a
development  stage  company,  as of December 31, 1997 and 1996,  and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
then ended. These 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  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Cassco Capital Corp., a development  stage company as
of December 31, 1997 and December 31 1996, and the results of its operations and
cash flows for the years ended December 31, 1997,  and 1996, in conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note B. to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


Littleton, Colorado
June 18, 1999

<PAGE>
<TABLE>
<CAPTION>

                               CASSCO CAPTAL CORP
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                                                         December 31,
                                                                      1997        1996
                                                                      ----        ----
ASSETS

Current Assets:
<S>                                                                <C>          <C>
     Cash                                                               --           --
     Total Current Assets                                               --           --
                                                                   ---------    ---------
          Total Assets                                             $    --           --
                                                                   =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
          Total Current Liabilities                                     --           --
                                                                   ---------    ---------
Shareholders' Equity (Deficit)
       Common Stock, $.00333 par value, 75,000,000
             shares authorized, 14,442,505 and 3,442,505
              issued and outstanding                                  48.094       11,464
       Additional paid in capital                                    100,552      100,552
Retained earnings (deficit)                                         (148,646)    (112,016)
                                                                   ---------    ---------

     Total Shareholders' Equity (Deficit)                               --           --
                                                                   ---------    ---------
            Total Liabilities and Shareholders' Equity (Deficit)   $    --           --
                                                                   =========    =========


                The Auditor's report and accompanying notes are
                      an integral part of these statements
</TABLE>

<PAGE>


                              CASSCO CAPITAL CORP.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                                                    Years ended December 31,
                                                     1997              1996
                                                     ----              ----

Total Income                                           --                  --
                                                   --------       -------------
General and administrative expenses:
     Legal expenses                                  36,630                --
                                                   --------       -------------
           Total Expenses                            36,630                --
                                                   --------       -------------
           Net income (loss)                       $(36,630)      $       (--)
                                                   ========       =============



                The Auditor's report and accompanying notes are
                      an integral part of these statements

<PAGE>
<TABLE>
<CAPTION>


                              CASSCO CAPITAL CORP.
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                                                                Additional      Total
                                     Common        Stock         Paid-in     Accumulated      Equity
                                     Shares        Amount        Capital      (Deficit)      (Deficit)
                                     ------        ------        -------      ---------      ---------

<S>                                <C>          <C>            <C>           <C>            <C>
Balance, December 31, 1995         3,442,505    $    11,464    $   100,552   $  (112,016)   $       --

Balance, December 31, 1996         3,442,505    $    11,464    $   100,552   $  (112,016)   $       --

Issuance of stock for services    11,000,000         36,630                                      36,630

Net loss for the year ended
   December 31, 1997                                                             (36,630)       (36,630)

Balance, December 31, 1997        14,442,505         48,094        100,552      (148,646)           --




                The Auditor's report and accompanying notes are
                 an integral part of these financial statements
</TABLE>

<PAGE>

                              CASSCO CAPITAL CORP.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                                                         Years ended December 31
                                                             1997        1996
                                                             ----        ----
Cash (used) by operating activities:
   Net loss                                                  $  --        $--

Adjustments to reconcile net gain (loss) to
    net cash provided by operating activities:                  --         --

Net Cash Flows (used) by
   operating activities                                         --         --

Increase (decrease) in Cash                                     --         --

Cash at Beginning of the Period                                 --         --
                                                             -------      -----
Cash at End of the Period                                       --         --
                                                             =======      =====



                The Auditor's report and accompanying notes are
                 an integral part of these financial statements

<PAGE>

                              CASSCO CAPITAL CORP.

                          NOTES TO FINANCIAL STATEMENTS

A. Organization and Summary of Significant Accounting Policies:

Organization:  The Company was incorporated as Anthony Kane  Incorporated  under
the laws of the State of Delaware on February 5, 1969, and became subject to the
reporting  provisions of the  Securities  Exchange Act of 1934 on June 11, 1969,
when a registration statement filed by the Company was declared effective by the
U.S.  Securities and Exchange  Commission.  The Company,  in accordance with the
registration statement,  offered and sold 65,000 shares of its common stock at a
price of $8.00 per share.

The name of the Company was changed to  Maid-Rite  Ventures,  Inc.,  on April 8,
1985,  and to Grandee  Corporation  on  September  23,  1985,  on which date the
Company also increased its authorized  shares of common stock from 25,000,000 to
75,000,000,  concurrently  effecting a decrease in par value per share from $.01
to $.00333.

In July, 1992, the Company entered into an agreement with K C Jakes BBQ & Grill,
Inc., for the purpose of acquiring  this entity as a subsidiary.  This agreement
was set  aside by a court of  competent  jurisdiction  in  1994,  as  previously
reported by the Company in a filing under the Securities Exchange Act of 1934 on
Form 8-KSB.

On January 10, 1995, the Company entered into an agreement with Epsitek, Inc., a
Delaware  corporation  to acquire two  subsidiaries  of Epsitek as  wholly-owned
subsidiaries of the Company.  In conjunction with the  acquisition,  the Company
issued  6,000,000  shares of common stock to Epsitek,  which also  appointed new
directors and took control of the Company.  Subsequently,  Epsitek was unable to
complete the conditions imposed for and at closing. The acquisition,  therefore,
did not occur and the shares  issued in  connection  with the  acquisition  were
returned to treasury and the board  members of the Company  appointed by Epsitek
resigned.

The Company is now engaged in the process of locating a potential  merger and/or
acquisition candidate.

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 reported  amounts of revenues and expenses  during the reporting
periods. Actual results could differ from those estimates.

Cash:  For purposes of the statements of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
and money market funds to be cash equivalents.

Loss Per Share:  Net loss per share is provided in accordance  with Statement of
Financial  Accounting  Standards  No. 128 (SFAS No. 128)  AEarnings  Per Share.@
Basic  loss per  share is  computed  by  dividing  losses  available  to  common
shareholders 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 dilutive  common  stock  equivalents  had been  converted  to common
stock. At the year ends reports, basic and dilutive loss per share are the same.
The net loss per share  calculations  reflect the effect of stock  dividends and
stock splits.

Income Taxes: Income taxes provide for the tax effects of transactions  reported
in the  financial  statements  and consist of taxes  currently due plus deferred
taxes related  primarily to net operating  loss  carryforwards  and  differences
between the basis of various assets for financial and income tax reporting.  The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled.  Valuation  allowances are established
when  necessary  to reduce  deferred  tax  assets to the amount  expected  to be
realized.

B. Going Concern: As shown in the accompanying financial statements, the Company
incurred net operating losses and liabilities  exceeded assets. These factors as
well as the uncertainty regarding the Company's ability to raise capital creates
substantial doubt about the Company's ability to continue as a going concern.


<PAGE>


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

On May 24, 1999, the Company appointed  Halliburton,  Hunter & Associates as the
independent  accountant of the Company  because the previous  auditor had ceased
operations.  The Company had no disagreement  with its former  accountant on any
matter of accounting  principal or practice,  financial statement  disclosure or
auditing  scope or  procedure  which  would have caused the  accountant  to make
reference in its report upon the subject  matter of the  disagreement.  Further,
the former  principal  accountant's  report on the financial  statements did not
contain an adverse  opinion or a disclaimer  of opinion or  qualification  as to
audit scope or accounting principle. The decision to appoint Halliburton, Hunter
& Associates  was approved by the full Board of Directors  since the Company has
no audit or similar committee.

                                    PART III


Item 9. Directors and Executive Officers of the Registrant.

Table of Directors and Executive Officers:

The following table sets forth all current  directors and executive  officers of
the Company, as well as their ages, as of the date of the filing of this report:

      Name              Age       Position
      ----              ---       --------

Richard Gregory         65        Director, President, CEO, CFO and Treasurer


Profiles of Directors and Executive Officers:

Mr.  Gregory has been a consultant to the  construction  industry in the Dallas,
Texas,  metropolitan  area during the past five years. He completed  course work
for an associates degree in Biology from Florida A&M University in 1968.

No current  director has any  arrangement or  understanding  whereby they are or
will be selected as a director or as an executive  officer.  All directors  will
hold  office  until the next  annual  meeting of  shareholders  and until  their
successors  have been duly elected and qualified,  unless and until they earlier
resign or are removed from  office.  The  executive  officers of the Company are
elected by the Board of Directors at its annual  meeting  immediately  following
the shareholders'  annual meeting. The Company does not have any standing audit,
nominating  or  compensation  committee,  or any  committee  performing  similar
functions.


Item 10. Executive Compensation.

No  compensation  was paid to  executive  officers  during the years  ended 1994
through 1997.


Item 11. Security Ownership of Management and Certain Others.

The following  table sets forth  certain  information  regarding the  beneficial
ownership as of June 30,  1999,  of the Common Stock by (1) each person known by
the Company to be the  beneficial  owner of more than five percent of the Common
Stock,  (2) each  director and  executive  officer of the  Company,  and (3) all
directors and executive officers as a group. Except as otherwise indicated, each
stockholder  identified in the table possesses sole voting and investment  power
with respect to its or his shares.

    Name of                Number of Shares          Percentage of
Beneficial Owner          Beneficially Owned           Ownership *
----------------          ------------------           -----------

Richard Gregory                   0                        0%

All executive officers and directors as a group (one person)

* Based on 22,817,005 shares of common stock outstanding on June 30, 1999.

<PAGE>


Item 12. Certain Transactions: None.

Item 13. Exhibits and Reports on Form 8-K.: None.


                                   SIGNATURES

In accordance with the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, registrant has duly caused this report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Dallas,
State of Texas the 2nd day of July, 1999.

CASSCO CAPITAL CORPORATION
(Registrant)


By: /s/ Richard Gregory
   -----------------------
   Richard Gregory, Chief Executive,
   Financial and Accounting 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 in the
capacity indicated on the 2nd day of July, 1999.


By: /s/ Richard Gregory
   -----------------------
   Richard Gregory, Sole Director