UNITED STATES
                           SECURITIES & EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-K
          (Mark One)
          (X)         ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                     For the fiscal year ended December 31, 1998

                                          OR

          ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    For the transition period from       to      

                            Commission File Number 0-8847

                                 DOL RESOURCES, INC.
                        (Exact Name of Registrant as Specified in Charter)
                                                               83-0219465
                Wyoming                                              I.R.S.
          Employer
          State of Other Jurisdiction of                 Identification No.
          Incorporation or Organization

          13636 Neutron Road, Dallas,Texas                     75244-4410
          (Address of Principal Executive Office)              (Zip code)

                     Registrant's Telephone Number:(214) 661 5869

              SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
             Title  of  each  class      Name  of  each  exchange  on which
          registered
                  None                                 None  

             SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                            Common Stock, $0.01 Par Value
                                   (Title of Class)

          Indicate by  check  mark whether  Registrant  has (I)  filed  all
          reports  required  by Section  13  or  15(d)  of  the  Securities
          Exchange Act  of 1934  during the  proceeding twelve  months, and
          (ii) been  subject  to such  filings  requirements for  the  past
          ninety (90) days.  
          Yes.  X    No.     

          Indicate  by  check  mark  if  disclosure  of  delinquent  filers
          pursuant  to Item 405 of Regulations 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. ( )

          At March  1, 1999  the aggregate market  value of  the shares  of
          Common  Stock  held  by  non-affiliates  of  the  registrant  was
          approximately $103,665  At such date there were 20,783,529 shares
          of the registrant's Common Stock outstanding.

<PAGE>

                                        PART 1
              Item 1.  Business

              DOL  Resources,  Inc.  ("Registrant" or  "the  company")  was
          incorporated  November 6,1973  under  the laws  of  the State  of
          Wyoming.

               The  Company buys, leases and sells  oil and gas properties.
          It  also  explores and  develops  these  properties usually  with
          others through joint ventures or farmouts.

              The economic success of Registrant depends on  its ability to
          locate  and purchase or lease  valuable oil and  gas prospects or
          mineral deposits.  It  must further sell or lease  these deposits
          or  prospects to  others at  a profit  or develop  the properties
          itself in conjunction with others.

               To   accomplish  these  goals,   Registrant  will  encounter
          competition  from major  oil companies and  independent operators
          attempting to  acquire prospective oil  and gas leases  and other
          mineral interests.

              These  sources  of competition  maybe  both  large and  small
          energy oriented companies operating in states in which Registrant
          does business.   Some of these competitors are major  oil and gas
          companies with substantial reserves and earnings records.  Others
          are small independents  with varying degrees of stability.   Some
          not  only produce  oil and  gas but  refine and  market petroleum
          products.    Registrant  may  be in  a  position  of  competitive
          disadvantage with many  of these  companies in that  they have  a
          greater  source  of  capital,  technical  and  management talent,
          research facilities and sources of information.

               Registrant  has  sold  certain  coal  properties  to  others
          retaining an  overriding royalty  interest.  Although  Registrant
          had no additional expense in developing these properties in which
          a royalty is retained, it also has  no control over when-if ever-
          these properties are developed.

               If coal  is discovered under lease in  which Registrant owns
          an economic interest, the availability of a ready-market for coal
          will  depend upon  numerous factors  beyond  Registrant's control
          including the expense of domestic production and imports of coal,
          proximity  of transportation and the effect  of state and federal
          regulations on production of coal.
                                       2
<PAGE>
               Compliance    with    statutory   requirements    respecting
          environmental quality may necessitate significant capital outlays
          which  may materially affect the earning power of the Company, or
          may cause material  changes in  its proposed business.   In  1998
          Registrant did not expend any funds to comply  with environmental
          regulations.   It does not contemplate  spending funds incidental
          to   its  operation   in  1999   to  comply   with  environmental
          regulations.

               Registrant did not participate in the drilling of any  wells
          in 1998.  Registrant had no paid employees.

               The business of the  Company is seasonal only to  the extent
          that  weather  conditions,  particularly  snow and  cold  in  the
          winter, impede the ability of it  or others who may be developing
          properties in  which it  has an  interest to conduct  exploratory
          activities or drilling or mining operations.

              Registrant  is engaged  in  two  lines  of business  (1)  the
          exploration for the sales of oil  and gas, and (2) investments in
          natural resource properties.

               The operations pertaining to the exploration of and sales of
          oil  and gas involve  actively participating in  drilling for oil
          and gas and  sale of  subsequent production.   The investment  in
          natural resource properties involves buying and selling the right
          to  explore for  or produce  the resources  from the  land owners
          property.

               The   following  details  Registrant's   operations  in  the
          described lines of business:
                            
                                         Year Ended December 31, 
                                     1998          1997         1996  
          Sales to Unaffiliated
             Customer       

          Sales of Oil and Gas       30,316        74,615      64,449      
              

          Investment in natural 
          resource properties          -0-          -0-          -0-

          Operating profit or
                (loss)

          Sales of oil & gas         (8,068)       20,477      10,393      
                

          Investment in natural
          resource properties:         -0-           -0-         -0-

          Identifiable assets:

          Sale of oil & gas         487,407       508,563     532,549

                                       3             
<PAGE>

          Investment in
          natural resource
          properties:                10,156        10,156       10,156

          General corporate assets  433,777       483,233      345,495     
              
          Item 2   Oil and Gas Properties:

               For the following discussion,  gross well or acre is  a well
          or acre in which an interest is owned.  The number of gross wells
          is  the total  number of  wells in  which a  working  interest is
          owned.

               A  net well  or acre  is  deemed to  exist when  the sum  of
          fractional ownership  working interests  in gross wells  to acres
          equals one.  the number  of net wells or acres is the  sum of the
          fractional  working interests  owned in  gross wells or  acres as
          expressed as whole numbers and fractions thereof.

              A summary  of  Registrant's  oil  and gas  properties  as  of
          December 31, 1998 is as follows:

                                      Gross Acres   Net Acres   Costs

          Undeveloped acres:
              Leasehold Interest:
                Oil and Gas:
                    Wyoming                  792        792      -0-
                    North Dakota             280          8      -0-
                                           1,072        800      -0-
          Developed Acres:
             Leasehold Interest:
               Oil and Gas:
                   Wyoming                 7,768.4      363     984,083
                   Louisiana                 640         13      17,106
                   New Mexico              1,240         30     107,584
                   North Dakota               40          1      47,146
                   Texas                      80          1       7,576
                   New York                  522          1.3       -0-
                                          10,289.4      409.3 1,163,495

               Oil and  Gas  Production:     As of  December  31, 1998  the
          Company owns the following productive wells:

                                                           Oil and Gas
                                             Oil     Gas   (Dual Producers)


          Gross Wells                         13       5         13
          Net Wells                            1.32215  .54217     .8236

                                       4
<PAGE>

              From the drilling efforts  and from production purchased from
          others, Registrant's yearly  production of crude oil and  gas has
          been as follows:

          Year          Crude Oil in Barrels        Gas in MCF


          1996               1,566                     12,578

          1997               2,444                     11,687

          1998               1,612                      7,420

               The average  sales price  (including transfers) per  unit of
          oil and gas produced is as follows:

                             1998         1997          1996            
          Oil - Barrels      11.11        19.30          23.04             


          Gas - MCF           1.65         2.35          2.26              
           

          The average  production (lifting) cost per unit  of production is
          as follows:

                            1998           1997          1996           
          Oil - Barrels      11.07         7.47          15.10             
               

          Gas - MCF            .94          .98            .65             
                 

                                  Exploratory Wells

                           Producers    Dry Holes      Total Wells
          Year Drilled     Gross Net    Gross   Net    Gross   Net

          1998              0    0       0       0       0      0

          1997              0    0       0       0       0      0

          1996              0    0       0       0       0      0


                                   Developed Wells
                          Producers       Dry Wells    Total Wells
          Year Drilled    Gross  Net       Gross Net    Gross   Net

          1998             0    0           0    0        0     0

          1997             0    0           0    0        0     0

                                       5
<PAGE>
      
          1996             0    0           0    0        0     0

          Reserves:    The  following are reserve estimates as of  December
          31,
          Proved Oil and Gas Reserves:            Oil (bbls)   (Gas (MCF)


          1998                                       31,753       49,590

          1997                                       30,263       53,468

          1996                                       31,526       62,924


          Proved Developed Oil and Gas Reserves:

          1998                                        7,783       49,590

          1997                                        6,283       53,468

          1996                                        7,556       62,924


          The following are  estimated net revenues from  production of oil
          and gas reserves as of December 31, 1998.

                                                                 Proved
                                                  Proved      Developed
          1999                                    (34,478)       19,692
          2000                                     72,662        17,182
          2001                                     57,444        14,884
          Remainder                               146,845        47,835  
                                                  242,473        99,593

          As of December 31, 1997.

                                                                  Proved   
                                                 Proved      Developed
                                                     Reserves
          1998                                    (31,527)       22,643
          1999                                     75,172        19,692
          2000                                     59,742        17,182
          Remainder                               161,729        62,719    
                                                  265,116       122,236
      
          Present value of  estimated future net reserves, computed using a
          discount factor of 10% as of December 31, 1997.

          1998                                      128,117       38,397
          1997                                      140,305       50,585

                                       6
<PAGE>
               The reserve estimates for  all properties were completed by
          management.   No reserve figures have been filed with or reported
          to  any other  regulatory authorities  or agencies.   All  of the
          reserves of Registrant are located entirely in the United States.

               Registrant has  annual rental obligation from  $.24 to $1.00
          per acre on all of it's leasehold oil, gas and coal properties on
          which there is  no production.   If these  payments are not  made
          when  due,  the  leases  terminate.    Additionally,  the  leases
          terminate at the end  of this term unless production  is obtained
          in  which  case  the  lease   continues  as  long  as  production
          continues.

              Coal Properties:   In 1975, Registrant  acquired certain coal
          properties.    These properties  were  located  primarily in  the
          Powder   River   Basin  portion   of   the   State  of   Wyoming.
          Subsequently, some  of these leases  were sold and  an overriding
          royalty retained.  No coal leases have been sold since 1977.

          Royalty interest as of December 31, 1998 are:

                           Gross acres - -    2,901
                           Net acres   - -       58

                           Cost - -          10,156

             None of the coal properties described above are producing and 
          Registrant  is  attempting  to  find  others  to  purchase  these
          properties.

             Registrant  follows the  policy  of capitalizing  all property
          acquisition costs.   Such costs are charged to operations through
          depletion when  production is obtained.  At  the time of the sale
          of a  lease where no  interest is retained  in the property,  the
          costs of the property is charged  to operations at that time.  If
          at the  time  of  the  sale  Registrant  retains  a  nonoperating
          interest, the carrying value  of the property is written  down in
          an amount representing its estimated realizable value computed on
          the basis of geological estimates of proven primary reserves.  If
          no geological estimates of  proven primary reserves are available
          on the nonoperating interest retained, the entire cost associated
          with the  property is charged  to operations  at the time  of the
          sale.  If Registrant   determines that a property is not  capable
          of profitable development, all nonrecoverable costs applicable to
          the  property are  charged against  operations  at the  time such
          determination is made.

          Gold Properties:  In 1980, Registrant acquired placer gold mining
          claims  in  the  Mesquite  Mining District  of  Imperial  County,
          California  by canceling  a  promissory note  from non-affiliated
          entities in the sum of  $125,247, principal and accrued interest.
          These  claims  cover approximately  20,800 acres.   In  1983, the
          Company sold this property  for $20,000.  DOL retained  a royalty

                                       7
<PAGE>
          interest  valued at $10,000.   In 1985 the  claims were abandoned
          and expended.

          Item 3.  Legal Proceedings:

             On  November 20,  1979, Phillips Petroleum  Company (Phillips)
          filed a  complaint (Docket No. C1-80-70-000)  with Federal Energy
          Regulatory  Commission  (FERC)   against  Registrant  and   other
          producers alleging certain producer respondents had abandoned the
          sale  of natural  gas from  the Miller  Jacobs #1  (the well)  to
          Phillips   without   having    obtained   necessary    Commission
          authorization under Section  7 (b) of  the Natural Gas Act.   The
          commission  ruled  in  favor  of  Phillips  on  April  16,  1985.
          Effective December  1, 1985 Registrant's share  of the settlement
          to  be  paid from  future production  from  the Well  is $160,000
          payable out of 30%  of gas revenues accruing to its  interest for
          the period December 1, 1985 through November 30, 1989  and 50% of
          gas  revenues accruing to its interest in production on and after
          December  1,  1989.    This  situation  arose  prior  to  present
          management's ownership  in Registrant  and  management has  since
          entered  into  an   agreement  with  former  management   whereby
          Registrant is to recover 100% of the amount withheld by Phillips.

             There  are  no  other   pending  legal  proceedings  to  which
          Registrant is a party or of which any of its property is subject.

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

                     Not applicable.

                                       PART 11

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

             The company's  shares are traded over-the-counter.   The range
          of quoted bid prices are as follows:

                  1st quarter           2nd  quarter     3rd  quarter   4th
          quarter
                  High   Low         High   Low     High   Low   High   Low

          1998    .01   .01          .01   .01      .01    .01    .01   .01

          1997    .01   .01          .01   .01      .01    .01    .01   .01

             The  source  for  the prices  quoted  is  as  reported by  the
          National Association  of Securities Dealers and  does not include
          retail markups, mark-downs, commissions or other adjustments, and
          does not represent actual transactions.

             There were approximately 2,478  holders of record of Company's
          of the common stock as of March 1, 1999.

                                       8
<PAGE>                                       
             No  dividends have  been  declared in  the Company's  history.
          Wyoming law generally provides that dividends may be declared and
          paid only out  of the unreserved and  unrestricted earned surplus
          of the corporation except when the Articles of Incorporation of a
          corporation  engaged  in  the  business  of   exploiting  natural
          resources so provide, dividends  may be declared and paid  out of
          the depletion reserves.

             Registrant presently has no unreserved and unrestricted earned
          surplus  and its  Articles of Incorporation  do not  provide that
          dividends may be paid from deletion reserves.

                                       9
<PAGE>

          Item 6.  Selected Financial Data:

                              1998     1997     1996     1995     1994     
              
          Operating revenues $38,109   $83,599  $73,267  $56,608  $68,299  
           

          Income (loss from  
            continuing opers.(67,970)    8,981 (224,760)   4,122  (13,554) 
            
          Income (losses) from
            continuing operations
              per share       (.0033)     .0004  (.0109)   .0003   (.0009) 
               
          Total  Assets            931,340    1,001,852   888,200   927,142
          827,895      
          Long-term oblig.      330,472       335,599   294,800    77,669  
          84,122     
          Cash dividends paid for
            common share           -0-     -0-      -0-      -0-     -0-

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

                      Liquidity

               Registrant's  recurring monthly average  cash flow  from the
          sale of oil  and gas  was approximately   $5,300.00 per month  in
          1998.  This was down  $2,300.00 from year 1997.  The average cash
          in 1997 was down $900.00 from 1996 at $7,600.00.  Working capital
          decreased  $53,282 primarily in the area of prepaid expenses.

              Net  cash provided  in  operating activities  for 1998  was a
          negative  $3,831.  A positive cash flow from investing activities
          of $8,628 and a  negative cash flow from financing  activities of
          $5,127 offset most of operating leaving a net decrease in cash of
          $330  over  1997.  There are no plans to seek long-term credit or
          equity capital for any project.

             If  Registrant should  experience a  major oil  or salt  water
          spill,   compliance   with   statutory  requirements   respecting
          environmental  quality  could  necessitate   significant  capital
          outlays  which  would  materially  decrease  its  liquidity   and
          profitability.
          No funds were expended  in 1998 for clean-up compliance  and none
          is expected in 1999.

             Registrant has made no commitments for capital expenditures as
          of the  end of the fiscal  year.  However,  Registrant intends to
          continue  to  pursue  its  drilling activities  with  both  joint
          ventures  and partnerships,  and  for its  own account  providing
          financing is  made available in  a sufficient  amount to  justify
          same.  Interest in  oil and gas drilling activities  is presently
          at  a low level, however,  if prices continue  their upward trend

                                       10
<PAGE>
          this could change in the future.
       
             Cash  requirements   for  the   fiscal   year  1998   averaged
          approximately $5,600  per  month.  This  is expected to be  about
          the same  in 1998  provided there  are no major  repairs or  work
          overs.

          Results of Operations

               Losses  in  revenues  over  the  past  three (3)  years  are
          attributable  primarily  to  price  declines, normal  decline  in
          production  and shutting  in of  non-economic wells.   Management
          continues to  update existing production of  re-working the wells
          and continues to reduce recurring expenses when practicable.  

             1998 vs 1997

               Total revenues  in 1998 were down   approximately $45,500.00
          from  1997 due primarily  to decreases  in the  price of  oil and
          gas.Lease operating expenses  decreased approximately  $5,000.00.
          General  administrative expense  increased substantially,  due to
          the write-off  of $37,500.00 in  prepaid expenses.  Profitability
          (before  depletion  and  depreciation)   decreased  approximately
          $82,800 in 1998 from 1997.  

              1997 vs 1996

              Total revenues in 1997 were up  approximately $11,300.00 over
          1996 due primarily  to an increase in the oil  production.  Lease
          operating expenses  decreased significantly as did  total expense
          due to  the elimination of  management fees.   Consequently there
          was  an increase  in profitability  (before managements  fees and
          depletion) in 1997 and 1996 of approximately $21,974.

            Management expects a slow upward trend in oil and gas prices to
          continue toward   $20.00 per  Bbl.  This would  not only increase
          revenues and cash  flow but  would enhance our  ability to  raise
          much  needed  funds for  drilling additional  wells.   It  is the
          opinion of management that  a minimum of $25.00  per Bbl. oil  is
          need in order to expand operations and replace depleted reserves.
          Meanwhile  a  continuing effort  is  being made  to  increase the
          production,  and   consequently  revenues  by  seeking   out  and
          negotiating  joint-venture  recompletion projects  where positive
          reserve information exists.

              At the  year-end  there was  nothing specific  to indicate  a
          material  change in income and expenses over the next twelve (12)
          months.

              During  1994,  an  $100,000   payable  to  an  affiliate  was
          converted to equity by the issuance of 5,000,000 shares of common
          stock.    Relative to  the  restructuring  of  long-term debt,  a
          collateral  fee  of  $37,500 was  paid  to  an  affiliate by  the
          issuance of  750,000 shares  of common  stock.   Restructuring of
          debt  was finalized in 1995.  The collateral fee  was expenses in
          1998.
                                       11
<PAGE>
          Item 8    Financial Statement and Supplementary Data.

                    Enclosed

          Item 9.   Disagreements on Accounting and Financial Disclosure.

                    None

          Item 10.  Directors and Executive Officers of the Registrant

                    S. Mort  Zimmermann, age  71, has  been a director  and
          president of the company since April 16, 1984.

                    Fred M. Updegraff,  age 64, has  been a director  vice-
          president and treasurer since April 16, 1984.

                    Stephen G. Wesstrom, age 49, has been a director of the
          company since April 16, 1984.

                    There  is no  family  relationship between  any of  the
          officers and directors of the company.


          Item 11.  Executive Compensation

                    The  following  is  information regarding  remuneration
          received by management of the Company in the calendar year 1996.

          Name        Capacities  Cash and cash-equivalent   Aggregate
          Individual  in which    Forms and remuneration     contingent
          or person   served      Salaries, Fees, Securities forms
          in group                director's fees, or property remuneration
                                  Commissions   Insurance
                                  bonuses       benefits or
                                                reimbursement,
                                                personal benefit.
                                                                           
          Name        None           -0-           -0-               -0-

          All officers   Directors   -0-           -0-              -0-
          and directors  president, 
          as a group     vice president and
                         secretary treasurer

               Joe  B. Abbey, Attorney  at Law,  represents the  Company as
          general  counsel.   The  Company  contracts  for necessary  legal
          services with  the law firm on  an as needed basis.   In 1998 the
          Company was not billed for any attorney's fees by the firm.

                                       12
<PAGE>                                       
      
              The  Company adopted  a stock  plan for  key employees  and a
          restricted plan bonus  in 1981.   Neither of  these programs  has
          been implemented.

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

              The following tabulations shows  the name of each  person who
          as  of  December  31,  1997  was  known  by  the  Company  to own
          beneficially  more than  5% of  the Company's  outstanding Common
          Stock.

                                Amount and Nature of      Per cent
          Name                  Beneficial Ownership      Of Class

          Glauber Management Co.       5,672,630           27.4%
                                       Owned directly

          Interfederal Capital, Inc.   5,750,000           27.8%
                                       Owned directly

             Management does not own any voting common stock of the Company
          as of December 31, 1998.



          Item 13.   Certain Relationships and Related Transactions

          As reported in the  Registrant's 10-Q for the quarter  ended June
          30,  1984 Featherstone  Development  Corporation owned  3,245,099
          shares,  Featherstone, Ltd.  owned  609,058 shares,  and Olen  F.
          Featherstone  II owned  654,0978  of DOL  Resources, Inc.  common
          stock from January 
          1,  1982  to  April,  1984.   On  April  16,  1984  all  of their
          restricted shares of DOL Resources, were exchanged for restricted
          shares  in  Petro Imperial  Corporation,  Dallas,  Texas, a  Utah
          Corporation controlled by Commercial Technology, Inc.

          Item 14.   Exhibits, Financial Statements  Schedules, and Reports
                     on Form 8-K.

          (1)       The following financial statements are included in Item

                                                                      Page
                    Balance Sheet                                     15-16

                    Statement of Income                               17

                    Statements of Stockholders' Equity                18

                    Statements of Cash Flow                           19

                    Notes to Financial Statements                     20-28

                                       13
<PAGE>           
            
          (2)    Exhibits  No Exhibits are filed as part of this.

          There are no reports on Form 8-K filed in the last quarter of the
          period covered by this report.

          The financial  statements included  herein have been  prepared by
          internal accountants of the Registrant, without audit, due to the
          inability  of  the  Registrant  to pay  for  a  certified  audit.
          Financial  statements  have  been  prepared  in  accordance  with
          generally accepted  accounting principles  and in the  opinion of
          management presents fairly the  financial position of the Company
          at December 31, 1998.



                                      SIGNATURE

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


                                          By: /s/ Fred M. Updegraff 
                                                Fred M. Updegraff
                                                Treasurer and Chief
                                                Financial Officer
              
          Pursuant to the  requirements of the  Securities Exchange Act  of
          1934,  this report has been signed below by the following persons
          on behalf of the Registrant and in the capacities and on the date
          indicated.

          /s/ S. Mort Zimmerman   
          S. Mort Zimmerman
          Chairman of the Board and President        Dated: March 24, 1999


          /s/ Fred M. Updegraff 
          Fred M. Updegraff
          Director, Vice President and Treasurer     Dated: March 24, 1999

                                       14
<PAGE>

                                 DOL RESOURCES, INC.

                                    BALANCE SHEET

                                     (Unaudited)

                                        ASSETS
                                                             December
                                                   1998         1997       


          CURRENT ASSETS

          Cash                                     $  870       $1,201     
                  
             Marketable Securities, at             
             lower of aggregate cost
             or market, cost $24,175
             in 1998 and 1997 - Note 2               1,924        1,924
          Trade accounts receivable,                 
             less allowance for doubtful
             accounts of $1,711, ($1,711 in
             1997 Note 1)                           22,927       25,685    
                     
          Due from related parties - Note 4        426,115      436,222    
             Prepaid expenses                           -0-       37,500   

                    Total Current Assets           451,836      502,532    
                          
          PROPERTIES - Using full costing -
             Note 1.                               100,000      100,000
             Production payment
             Exploration, acquisition &
               development cost, net of
               allowance for reduction of
               oil & gas assets of $137,083
               in 1985                           1,649,985    1,653,485
                              Total cost         1,749,985    1,753,485   

          Less accumulated depletion             1,338,297    1,327,756    
                        
                               Net Properties      411,688      425,729    
              FURNITURE & FIXTURES
               At cost - Note 1
                  Furniture and fixtures             6,476        6,476

                  Less accumulated depreciation      5,828        5,181    
             
                    Net Furniture and Fixtures         648        1,295    

          OTHER ASSETS
            Undeveloped coal royalties-Note 9       10,156       10,156
            Other accounts receivable-Note 12       57,012       62,140    
                    Total Other Assets              67,168       72,296    
          TOTAL ASSETS                             931,340    1,001,852

                                       15
<PAGE>                                       
                                 DOL RESOURCES, INC.

                                    BALANCE SHEET

                                                           December 31,
          CURRENT LIABILITIES                           1998        1997   
            Notes payable - Note 3                     408,000      408,000
                     
              
            Accounts payable                            30,737       28,151
                          Accrued expenses                -0-        -0-   
           
                Total current liabilities              438,737      436,151
                 
          LONG-TERM LIABILITIES
          ` Notes payable                               -0-           -0-  
             Other accounts payable - Notes 4 & 12     330,472     335.599 
                          Total Long Term Liabilities  330,472     335,599 
                    

          STOCKHOLDERS' EQUITY
             Capital Stock, common,
             $.01 par value
             Authorized 25,000,000 shares;
             issued and outstanding 
             20,671,254 shares at 12-31-97
             and 20.783,529 at 12-31-98                207,835     206,712

             Capital in excess of
               par value                             1,501,618   1,502,741
             Accumulated deficit                    1,546,947)  (1,478,977)
          Stock                                 (         375)  (      375)
               Total Equity                             162.131     230,102


          TOTAL LIABILITIES AND STOCKHOLDERS
          EQUITY                                        931,340   1,001,852
                

          The accompanying notes are an integral part of this statement.

                                       16
<PAGE>
                                 DOL RESOURCES, INC.

                                 STATEMENT OF INCOME
                                     (Unaudited)
                              Years Ended December 31, 

                                         1998           1997        1996   

           REVENUE:
            Oil and gas sales           30,316        74,615      64,449   
                   
            Investment and other income  7,792         8,984       8,818   
                                        38,108        83,599      72,267   
                    
               
          EXPENSES:
          General and Administrative    38,684         9,461      238,458 
           Depletion, depreciation and
              amortization              11,188        17,062       14,338 
          Lease operating expense       24,857         29,707       33,422  
             Interest                   27,138        10,112        4,865 
          Production and windfall
              profit taxes               3,704          8,015       6,944 
          Salaries                        -0-            -0-          -0- 
          Lease rentals                    507            261          -0-  
           
                                       106,078         74,618      298,027  
                    
          Net profit (loss)
             before income taxes      ( 67,970)        8,981     (224,760)
          Provision for income taxes - 
             Note 6                       -0-            -0-          -0-  
          Net Profit (loss)           ( 67,970)        8,981     (224,760)
                 
          Weighted average number of
            common shares outstanding 20,783,529    20,671,254  20,671,254  


          Earnings per common share    $(.0033)       $.0004       $(.0109) 
             

          The accompanying notes are an integral part of this statement.

                                       17
<PAGE>

                                 DOL RESOURCES, INC.
                          STATEMENTS OF STOCKHOLDERS EQUITY
                                     (Unaudited)

                        Year ended December 31, 1998, 1997, and 1996

                        Capital Stock        Capital in
                        Number of            Excess of Accumulated Treasury
                        Shares        Amount Par Value   Deficit   Stock

          Balance at
          12-31-95      20,671,254    206,713 1,502,741  (1,263,198)  (375)

          Net Loss                                       (  224,760)

          Balance at
          12-31-96      20,671,254    206,713 1,502,741  (1,487,958)  (375)

          Net Income                                          8,981
          Balance at
          12-31-97      20,671.254    206,713 1,502,741  (1,478,977)  (375)
                                                         (   67,970)
          Net Income

          Error Correction
          by Transfer Agent 112,275     1,123   (1,123)

          Balance at
          12-31-98      20,783,529    207,835 1,501,618   (1,546,947) (375)

          The accompanying notes are an integral part of this statement.

                                       18
<PAGE>
                                 DOL RESOURCES, INC.
                               STATEMENTS OF CASH FLOWS
                              Years Ended December 31, 

                                             1998      1997      1996      

          INCREASE (DECREASE) in Cash:
          CASH FLOWS FROM OPERATING
             ACTIVITIES;
             Net Income (Loss)              (67,970)    8,981  (224,760)    
            
             Adjustments to Reconcile
               Net Earnings to net cash
               provided by operating
               activities:
                 Depreciation and depletion  11,198    17,062    14,338     
             
               Changes in Assets and
                 Liabilities:
                 Accounts Receivable-Trade    2,758       404   ( 7,742)    
               
                 Accounts Receivable-Affil.  10,107  (154,982)  ( 8,497)    

                 Prepaid Expense             37,500   -0-       -0-         
           Accounts Payable - Trade           2,586 (   6,819)    6,378     
                 Accrued Expenses               -0-     -0-     -0-   
          Net Cash Provided by operating
                 Activities                 (3,831) (135,354) (220,283)   
          Cash Flows from Investing Activities:
                 Proceeds from sale of property
                    and equipment             3,500       961    ( 156)     
                  Decrease in other assets    5,128     6,507    8,018    
          Net Cash provided by investing
                   Activities                 8,628     8,979     7,713     
                
          Cash Flow from Financing Activities:
                Decrease in Note Payable     (5,127)  111,489   179,441     
               Increase in Capital Stock      -0-       -0-     -0-        
          Increase in paid-in capital         -0-       -0-     -0-        
          Net Cash provided by financing
                    Activities              (5,127)  111,489   179,441   
                 Net Increase (Decrease) in
                    Cash                     (  330)  (14,890) ( 33,129)    
                  Cash at beginning of year    1,201   16,086    49,215     
               Cash at end of the year           871    1,196    49,215   

           
          Supplemental Disclosures of Cash Flow Information:
            Cash paid during the year for:
              Interest                       27,138    10,112     4,865     
                      Income taxes              -0-     -0-       -0-

                                       19
<PAGE>

                                 DOL RESOURCES, INC.

                            NOTES TO FINANCIAL STATEMENTS

          NOTE 1.  Summary of Significant Accounting Policies

                   Organization and Operations
           
                   The Company was organized on November 1, 1983 under the 
                   laws of the State of Wyoming.  Its primary activities
                   have been the acquisition of interests in various oil    
                   and gas properties, coal properties (Note 9) and
                   exploration for oil and gas.

                   Allowance for bad debts

                   Accounts receivable from participants in oil and gas
                   exploration are estimated to be at least 93%
                   collectible, consequently a 7% allowance for bad debts
                   has been established against those receivables.
                   Receivables from the sale of oil and gas are fully 
                   collectible, since accruals are based primarily on
                   collection of oil and gas sales subsequent to year-end.

                   Properties

                   The Company uses the full cost method of accounting for
                   oil and gas acquisition, exploration and development
                   costs.  The Company has operations only within the
                   continental United States and consequently has only one
                   cost center.

                   All costs associated with property acquisition, 
                   exploration and development activities are capitalized
                   within the cost center.  No costs related to production,
                   general corporate overhead or similar activities are
                   capitalized.

                   Capitalized costs within the cost center are amortized
                   on the units-of-production basis using proved oil and
                   gas reserves.  The carrying value of capitalized cost
                   is limited to the sum of (A) the present value of
                   future net revenues from estimated production of proved
                   oil and gas reserves, plus (B) the cost of properties
                   note being amortized, plus (C) the lower of cost or 
                   estimated fair value of unproved properties included in
                   the costs being amortized less (D) income tax effects
                   related to differences between book and tax basis of the
                   properties involved.  For the year ended December 31,
                   1985, total capitalized costs exceeded the cost
                   center ceiling by $137,083.  The excess was expensed in
                   1985 operations.
                                       20
<PAGE>                                
                                     DOL RESOURCES, INC.
                                 NOTES TO FINANCIAL STATEMENTS

          NOTE 1.   Properties: (Con't).

                    Sales and abandonments of oil and gas properties are
                    accounted for as adjustments of capitalized costs, 
                    with no gain or loss recognized.

                    Drilling in progress is included in the cost center 
                    with depletion being calculated on all costs within the
                    cost center.

                    Furniture and Fixtures

                    Deprecation is computed by the straight-in line method
                    on the cost of the automobiles and furniture and 
                    fixtures  at rates based on their estimated service 
                    lives. 

                    Estimated lives in use are as follows:

                                               Furniture and
                                               Fixtures       5 - 12 years
                    During the year ended 12-31-87, all furniture and 
                    fixtures were sold.  Additional furniture and fixtures
                    were acquired from an affiliate during 1988 as payment
                    on accounts receivable.

                    Earnings per common share

                    Earnings per common share were computed by dividing the
                    net loss by the weighted average number of common 
                    shares outstanding during the year.

          NOTE 2.   Marketable Securities

                    Marketable securities are valued at the lower of cost   
                    of value.

                                               1998            1997  
                    Aggregate cost             24,172         24,172
                    Aggregate market cost       1,924          1,924  

                    Unrealized loss:           22,251         22,251

                *The unrealized loss on marketable securities is
                 charged to operations.  

                                       21
<PAGE>                            

                                 DOL Resources, Inc.

                      NOTES TO FINANCIAL STATEMENTS (Continued)

          NOTE 3.   Notes Payable

                    Notes payable  consist of the following:

                          Monthly    Interest     Due Within     Due After
                    Installment        Rate         One Year       One Year 
           

                    1997
                    Note 1 Due 3-14-98  6.64%       408,,000      $  -0-
                    
                    1998
                    Note 1 Due 7-14-99  6.64%       408,000        $ -0-


                                               
                    Further information concerning borrowing:

                                                    1998         1997  
                    Maximum unpaid balance         408,000      408,000
                    Weighted average borrowing     408,000      391,500
                    Weighted average interest
                    rate                              6.64%        6.64%

                    A settlement of existng debt was negotiated with the
                    R.T.C. (Resolution Trust Corporation) in January, 1995.
                    This resulted in a consolidated refinancing with a 
                    local financial institution.  The new note includes 
                    accrued interest and approximately $100,000. of debt 
                    assumed from the parent corporation thus increasing the
                    inter-company receivable by approximately $100,000.00.

                                       22
<PAGE>
                                 DOL Resources, Inc.
                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          NOTE 4.   Related Party Transactions

                    As reported in our registrant's 10-Q for the quarter
                    ended 30, 1984, Featherstone Development Corporation
                    owned 3,245,099 shares, Featherstone Farms, Ltd., owned
                    609,058 shares, and Olen F. Featherstone II owned
                    654,097 shares of DOL Resources, Inc. common stock
                    from January 1, 1982 to April 16, 1984.  The 
                    Featherstone group had a total of 4,508,254 shares of 
                    common stock representing approximately 31.9% of the total
                    outstanding common stock of DOL Resources, Inc. at
                    December 31, 1983.  On April 16, 1984 all of their 
                    restricted shares in DOL Resources, Inc. were exchanged
                    for restricted shares in Petro Imperial Corporation of
                    Dallas, Texas, a Utah Corporation controlled by 
                    Commercial Technology, Inc.  Petro Imperial Corporation
                    purchased an additional 500,000 shares of DOL 
                    Resources, Inc. common stock also on that date.

                    The Company acquired by assignment from Petro Imperial
                    Corp. in 1987 accounts receivable of $100,000 from
                    Comtec Superior Management Co. and $139,719 from
                    Comtec Glauber Management Co. as contributed capital.
                    Both are affiliated companies.  This was reversed in 
                    1991.  The Company also had accounts receivable from
                    RCT Petro, Ltd. of $7,414 in 1990.  This was written 
                    off as uncollectible in 1991. The Company ended 1998 
                    with an account receivable from Glauber Management Co. 
                    (The parent corporation) of $344,615.

                    A long-term payable if $100,148 was created to an
                    affiliate during 1989 when a bank that was holding, as
                    collateral, a Certificate of Deposit belonging
                    to the Affiliate applied the proceeds of the C.D.
                    to accrued interest and a principal payment on one
                    of the company's matured notes.

                    In 1994 5,000,000 shares of stock were issued to the
                    affiliate in payment of the $100,148.  ($.02 per 
                    share).

          NOTE 5.   Commitments:

                    The Company had the following lease obligations:

                                              Coal      Oil & Gas
                                              Leases   Leases   
                    1997                       -0-         -0-
                    1998                       -0-         -0-
                  After 1998                   -0-         -0-

                                       23
<PAGE>           
                                    DOL Resources

                            NOTES TO FINANCIAL STATEMENTS

          NOTE 6.   Income Taxes

                    The Company as of December 31, 1998 has a net operating
                    loss carryover for income tax purposes of approximately
                    $740,000.  The carryover is available to offset
                    taxable income of future years and expires as follows:

                    
                    
                    1998           241,000
                    1999            14,000
                    2000           109,000
                    2001            40,000
                    2002            48,000
                    2003             3,000
                    2004            34,000
                    2007            14,000
                    2008            19,000
                    2009             1,000
                    2011           217,000
                                   740,000

                    The Company also had approximately $1,300 of investment
                    tax credits available for carryover against future 
                    federal income tax liabilities.

                    For financial reporting purposes, the net operating
                    loss has been used to offset prior deferred income
                    taxes.  To the extent that the net operating loss
                    carryovers are utilized for income tax purposes in
                    future years, the deferred income taxes eliminated
                    to give recognition to the carryovers as well as
                    credits related to timing difference of the current
                    year not recorded will be reinstated.

                    Because of timing differences related principally
                    to intangible drilling costs, cumulative losses for]
                    income tax reporting purposes exceed those reported
                    by approximately $554,000.  Because of the uncertainty
                    as to realization, no future tax benefits are
                    recognized at December 31, 1998.

                                       24
<PAGE>
                                    DOL Resources
                            NOTES TO FINANCIAL STATEMENTS

          NOTE 7.  Operations in Difference Industries:

                   The company operates principally in two industries
                   (1) the exploration for and sale of oil and gas, and
                   (2) investment in natural resource properties.  The
                   operations pertaining to the exploration for and 
                   sale of oil and gas involve actively participating
                   in drilling for oil and gas and sale of subsequent
                   production.  The investment in natural resource
                   properties as of December 31, 1998 includes investments
                   in coal royalties of $10,156.  Certain financial
                   information concerning the company's operations in 
                   the described industries is as follows:

                                    Exploration   Investment
                                      for and     in Natural   General
                                    Sale of Oil   Resource     Corporate
                                    and Gas       Properties   Assets  
          Year ended December
          31, 1996
            Assets applicable
            to industry segment      534,261        10,156      343,783 
          Year ended December
          31,1997
            Assets applicable
            to industry segment      508,463        10,156      483,233
          Year ended December
          31, 1998                   487,407        10,156      433,777

                                 Exploration      Investment
                                     for and      in Natural    General
                                 Sale of Oil      Resources     Corporate
                                    and Gas       Properties      Assets 

          Year ended December
          31, 1996
            Income (loss)           $ 10,393       $ -0-       $(235,153)
            Applicable to
            Industry Segment
          Year ended December
          31, 1997
            Income (loss)           $ 27,623       $  -0-      $( 18,642)
          Year ended December
          31, 1998                  $(9,293)       $  -0-      $( 58,677)

                                       25
<PAGE>

                                 DOL Resources, Inc.
                            NOTES TO FINANCIAL STATEMENTS

          NOTE 8.   Major Customers:

                    The company had sales of oil and gas to two primary
                    customers (purchasers of over 10% of product) in
                    1998.  These sales were in the amount of $7,565 and
                    $11,275 respectively.

                    During the year ended December 31, 1997, the company
                    had sales of oil and gas of $26,971 and $24,531 to
                    three major purchasers, and for the year ended
                    December 31, 1996 $16,636 and $27,433 to three
                    major purchasers.

          NOTE 9.   Undeveloped Coal Royalties:

                    The undeveloped coal royalties were received in
                    exchange of stock in the company from Discovery Oil,
                    Ltd. (at the time the parent company of DOL Resources,
                    Inc. ) in related party transaction in prior years.
                    These coal royalties cover approximately 2,901 gross
                    acres and 58 net acres at the end of 1998 and 1997.
                    There were no coal lease expiration in 1998 and 1997.
                    Development is not under control of the company.

          NOTE 10.  Undeveloped Gold Properties

                    The undeveloped gold properties, which were obtained
                    on March 1, 1980 through foreclosure of a note by a 
                    placer gold mining claim in California, were sold
                    for $20,000 during 1983 and $10,000 overriding
                    royalty interest was retained by DOL Resources, Inc.
                    In 1985, the pacer gold mining claim project was
                    abandoned.  The remaining cost was expensed during
                    1985.

          NOTE 11.  Supplementary information as to Oil and Gas Producing
                    Activities (Unaudited)

                    Supplementary disclosures for oil and gas producing 
                    activities in accordance with Financial Accounting
                    Standard No. 69 set forth below.

                    The following table represents the Company's estimate
                    of its proved oil and gas reserves at December 31,
                    1998.  The company emphasized that reserve estimates
                    are inherently imprecise.  Accordingly, the estimates
                    are expected to change as future information becomes
                    available.  These estimates, as they relate to
                    December 31, 1998 information, have been prepared by
                    Company personnel.

                                       26
<PAGE>              

                                 DOL Resources, Inc.
                            NOTES TO FINANCIAL STATEMENTS

          NOTE 11.  Supplementary Information to Oil and Gas Producing
                    Activities (Unaudited)  (continued)

                    Proved developed reserves at December 31, 1998 were
                    16,048 barrels.  Proved undeveloped reserves of
                    23,970 bbls. are estimated at December 31, 1998.
                    Gas reserves are included in the estimated barrels at
                    6 MCF per barrel.

                    Disclosure of the standardized measure of discount
                    future net cash flows for the year ending 12-31-98,
                    12-31-97, and 12-31-96 have not been included in
                    this note due to the following:

                    (1)  Future gas flows are based on year and prices
                         with changes in pricing considered only to the
                         extend of contractual arrangements existing at
                         year-end.  Due to the significant fluxuation in
                         oil and gas prices during 1998 future cash
                         inflows based on year-end prices would be 
                         inaccurate and would result in a material
                         misstatement.
                    (2)  Future development costs and production costs
                         based on year-end cost and assuming continuation
                         of continuing economic conditions would also
                         result in a misstatement due to the price decline.
                    (3)  Future income tax expense, if any, would be
                         difficult to determine due to large net operating
                         losses incurred for both financial reporting and
                         tax purposes.

                                     Proved Developed  Proved Undeveloped
                                         Reserves
                                       (In Barrels)       (In Barrels   

                         Reserves:
                         Beginning of 1998    15,194          23,970
                         Discoveries            -0-             -0-
                         Revisions of prior
                         year's estimates      3,703            -0-
                         Production          ( 2,849)           -0-    
                         12-31-98             16,048          23,970

                                       27
<PAGE>
                                 DOL Resources, Inc.
                            NOTES TO FINANCIAL STATEMENTS


          NOTE 12.  Legal Proceedings:


                    On November 20, 1979, Phillips Petroleum Company
                    filed a complaint with the Federal Energy Regulatory
                    Commission (Docket No. C180-70--00) against DOL
                    Resources, Inc. and other producers alleging that
                    certain producer respondents abandoned the sales of
                    natural gas to Phillips without first obtaining
                    necessary Commission authorization under Section 7(b)
                    of the Natural Gas Act.  The Commission ruled in favor
                    of Phillips on April 16, 1985.  Effective December 1,
                    1985, DOL's share of the settlement to be paid from
                    future production from the Miller-Jacobs #1 well is as 
                    follows:

                    $160,000 payable out of 30% of gas reserves accruing
                    to its interest in production for the period
                    December 1, 1985 through November 30, 1989, and
                    payable out of 50% of gas revenues accruing to its
                    interest in production on or after December 1, 1989.
                    The situation arose prior to present management's 
                    association with DOL Resources, Inc.  DOL has since
                    entered into an agreement with past management and will
                    recover the entire amount on the basis of the amounts'
                    of production withheld by Phillips.

                                       28
<PAGE>