SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998       Commission File Number 0-24520

                            IMSCO TECHNOLOGIES, INC.
           (Name of small business issuer as specified in its charter)



              DELAWARE                                          04-3021770
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification Number)

40 Bayfield Drive, North Andover, MA                               01845
(Address of principal executive offices)                        (Zip Code)


Issuer's telephone number, including area code: (978) 689-2080

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value

    Check  whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

YES  X    NO
    ---      ---

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

    State Issuer's revenues for its most recent fiscal year: $0.

    As of December 31, l998: (a) 7,681,278  Common Shares,  $.0001 par value, of
the registrant were outstanding;  (b) approximately 6,071,643 Common Shares were
held by non-affiliates;  and (c) the aggregate market value of the Common Shares
held by  non-affiliates  was $5,689,129  based on the closing bid price of $.937
per share on December  31, 1998.  Shares of Common  Stock held by each  officer,
director  and  holder of 5% or more of the  outstanding  Common  Stock have been
excluded in that such persons may be deemed  affiliates.  The  determination  of
affiliate  status  is not  necessarily  a  conclusive  determination  for  other
purposes.

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                                EXPLANATORY NOTE


    This Amendment to Form 10-KSB is being filed by the Issuer in order to amend
certain  information  contained  in  the  Financial  Statements  of the  Issuer
included in the Form 10-KSB in response to Item 7.
















<PAGE>


                                   SIGNATURES

    Pursuant  to the  requirements  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.

                                             IMSCO TECHNOLOGIES, INC.

                                             By: /s/ Alexander T. Hoffmann
                                                -----------------------------
                                                Alexander T. Hoffmann,
                                                Chief Executive Officer

                                             Date: June 9, 1999