SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          FORM 10-KSB/A-1

[x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended March 31, 1999

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required]

For the transition period from               to
                              --------------   -----------------

                  Commission file number 0-24374

                 LUCAS EDUCATIONAL SYSTEMS, INC.
                 -------------------------------
       (Exact name of small business issuer in its charter)

           DELAWARE                                      62-1690722
           --------                                      ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                           P. O. Box 789
                    Templeton, California 93465
                    ---------------------------
           (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:          (805) 434-3982

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.001

     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.

        (1) YES   X     NO                 (2) YES X     NO

     Check if there is no 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-K
or any amendment to this Form 10-K. [  ]

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

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

     July 1, 1999 - $1,022,154.  There are approximately 4,088,619 shares
of common voting stock of the Registrant held by non-affiliates.  During the
past two years, there has been no "established public market" for shares of
common voting stock of the Registrant.  This valuation is based upon the
average bid price for shares of  common stock of the Registrant on the OTC
Bulletin Board of the NASD on such date.

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

                                                        N/A

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

     The number of shares outstanding of the issuer's classes of common stock
as of July 1, 1999:

         Common Stock, $0.001 Par Value - 12,908,619 shares

                 DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained
in Part III, Item 13.

Transitional Small Business Issuer Format   Yes  X   No
                                               ----        ----
<PAGE>
Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Consolidated Financial Statements for the years ended
          March 31, 1999 and 1998

          Report of Tanner and Company

         Report of Jones, Jensen & Company

          Consolidated Balance Sheets - March 31, 1999 and 1998

          Consolidated Statements of Operations from inception
          on December 5, 1996 to March 31, 1999
          and the years ended March 31, 1999 and 1998

          Consolidated Statements of Stockholders' Equity (Deficit)
          from inception on December 5, 1996 through March 31, 1999

          Consolidated Statements of Cash Flows from inception
          on December 5, 1996 through March 31, 1999
          and the years ended March 31, 1999 and 1998

          Notes to Consolidated Financial Statements

<PAGE>
                   LUCAS EDUCATIONAL SYSTEMS, INC.
                 Consolidated Financial Statements
                       March 31, 1999 and 1998
<PAGE>
                    REPORT OF TANNER AND COMPANY

To the Board of Directors
and Stockholders of Lucas Educational Systems, Inc.

     We have audited the accompanying consolidated balance sheet of Lucas
Educational Systems, Inc. and Subsidiary, (a development stage company) as of
March 31, 1999 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended and the
cumulative amounts since December 5, 1996 (date of commencement of
development stage).  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit 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 audit provides a reasonable
basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lucas
Educational Systems, Inc. and Subsidiary, as of March 31, 1999, and the
results of its operations and cash flows for the year then ended and the
cumulative amounts since December 5, 1996 (date of commencement of development
stage), in conformity with generally accepted accounting principles.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As described in
Note 1, the Company is a development stage company with no significant
operating revenues to date and has a significant accumulated deficit.  These
circumstances raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to this matter are also described in
note 1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/Tanner & Co.
Salt Lake City, Utah
June 28, 1999
<PAGE>

REPORT OF JONES JENSEN & COMPANY

Jones, Jensen & Company [letterhead]

                            INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Lucas Educational Systems, Inc.
(Formerly Miradaor Equity Partners, Ltd.)
(A Development Stage Company)
Templeton, California

We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Lucas Educational Systems, Inc.
(formerly Mirador Equity Partners, Ltd.)(a development stage company) for the
year ended March 31, 1998.    These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated statements of
operations, stockholders' equity and cash flows are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated statements of
operations, stockholders' equity and cash flows.    An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consoldiated
statements of operations, stockholders' equity and cash flows provides a
reasonable basis for our opinion.

In our opinion, the consolidated statements of operations, stockholders'
equity and cash flows referred to above present fairly, in all material
respects, the consolidated results of the operations and the cash flows of
Lucas Educational Systems, Inc. (formerly Mirador Equity Partners, Ltd.)(a
development stage company) for the year ended March 31, 1998, in conformity
with generally accepted accounting principles.

The accompanying consolidated statements of operations, stockholders' equity
and cash flows have been prepared assuming the Company will continue as a
going concern.  As discussed in Note 1j to the consolidated financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 1j.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/S/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
August 4, 1998

<TABLE>
              Lucas Educational Systems, Inc. and Subsidiary
                          Consolidated Balance Sheet

                                                    March 31,
Assets                                           1999        1998
<S>                                          <C>            <C>
          Current assets:
                 Cash                          $89,546       $37,191
                 Related party receivables       3,400           -
                 Inventory                       5,610         5,610
                        Total current assets    98,556        42,801

          Property and equipment, net           60,144        75,219

          Deposits                                 -           3,000
                                              $158,700      $121,020

                   Liabilities and Stockholders' Equity

          Current liabilities:
                 Accounts payable              $11,438       $46,036
                 Accrued liabilities               -           9,863
                 Related party notes payable    12,000           -
                      Total current liabilities 23,438        55,899

          Commitments                              -             -

          Stockholders' equity:
                 Common stock authorized
                 20,000,000 shares at $0.001
                 par value; 12,453,619 shares
                 and 11,243,619 shares issued
                 and outstanding, respectively  12,454        11,244
                 Additional paid-in capital  1,476,436       405,146
                 Unearned compensation        (106,875)          -
                 Stock subscription receivable     -             (25)
                 Accumulated deficit        (1,246,753)     (351,244)

                      Total stockholders'
                      equity                   135,262        65,121

                      Total liabilities and
                      stockholders' equity    $158,700      $121,020
</TABLE>
<TABLE>
        LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
               (A Development Stage Company)
           Consolidated Statement of Operations
   Years Ended March 31, 1999 and 1998 and Cumulative Amounts
Since December 5,1996 (Date of Commencement of Development Stage)
<CAPTION>
                                                              Cumulative
                                         1999        1998       Amounts
<S>                                  <C>          <C>         <C>
Revenue                               $       -   $       -   $       -

General and administrative expenses       893,394     351,181   1,244,638
    Net loss from operations             (893,394)   (351,181) (1,244,638)

Other income (expense):
    Interest expense                       (2,115)        -        (2,115)
Net loss before provision for
 income taxes                            (895,509)   (351,181) (1,246,753)

Provision for income taxes                    -           -           -

Netloss                              $   (895,509) $(351,181) $(1,246,753)

Net loss per common share -
    basic and fully diluted          $       (.08) $    (.04) $      (.10)
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
                  LUCAS EDUCATIONAL SYSTEMS, INC.
              (Formerly Mirador Equity Partners, Ltd.)
                   (A Development Stage Company)
                 Statements of Stockholders  Equity
      From Inception on December 5, 1996 through March 31, 1999
<CAPTION>
                                                                   Additional
                                                                     Paid-In
                                  Treasury stock      Common Stock   Capital
                               Shares     Amount     Shares   Stock (Deficit)
<S>                          <C>        <C>     <C>         <C>    <C>
Inception at December 5, 1996      -         -         -    $   -  $   -

Issuance of common stock at
 $0.00125 per share                -         -    8,700,000   8,700 (8,600)

Net loss from inception on
 December 6, 1996 through
 March 31, 1997                    -         -         -        -      -

Balance, March 31, 1997            -         -    8,700,000   8,700 (8,600)

Common stock issued in
 recapitalization                  -         -    1,849,869   1,850 (1,810)

Common stock issued for
 cash and services of
 $0.60 per share                   -         -      192,000     192 114,808

Common stock issued for debt
 at $0.60 per share                -         -      333,000     333 199,667

Common stock issued for
 services at $0.60 per share       -         -      168,750     169 101,081

Net loss for the year
 ended March 31, 1998              -         -         -        -       -

Balance, March 31, 1998            -         -   11,243,619 $11,244$405,146

Proceeds from stock subscription   -         -         -        -       -
receivable

Common stock issued for
 cash                              -         -       90,000      90 179,910
 debt and other payables           -         -      400,000     400 299,600
 Services                          -         -      720,000     720 364,280

Contributed shares             455,500       -         -        -       -

Treasury stock
issued for cash               (455,500)      -         -        -   227,500

Net Loss                           -         -         -        -       -

Balance, March 31, 1999            -         -   12,453,619 12,454 1,476,436
</TABLE>
<TABLE>
                  LUCAS EDUCATIONAL SYSTEMS, INC.
              (Formerly Mirador Equity Partners, Ltd.)
                   (A Development Stage Company)
                 Statements of Stockholders  Equity
      From Inception on December 5, 1996 through March 31, 1999
<CAPTION>
                               Unearned Stock Sub-
                               Compen- scription   Accumulated
                               sation Receivable     Deficit     Total
<S>                           <C>       <C>        <C>        <C>
Inception at December 5, 1996 $    -     $   -   $   -       $      -

Issuance of common stock at
 $0.00125 per share                -         -       -              100

Net loss from inception on
 December 6, 1996 through
 March 31, 1997                    -         -       (63)           (63)

Balance, March 31, 1997            -         -       (63)            37

Common stock issued in
 recapitalization                  -         -       -               40

Common stock issued for
 cash and services of
 $0.60 per share                   -         (25)    -          114,975

Common stock issued for debt
 at $0.60 per share                -         -       -          200,000

Common stock issued for
 services at $0.60 per services    -         -       -          101,250

Net loss for the year
 ended March 31, 1998              -         -   (351,181)     (351,181)

Balance, March 31, 1998            -        $(25)(351,244)       65,121

Proceeds from stock subscription
receivable                         -          25     -               25

Common stock issued for
 cash                              -         -       -          180,000
 debt and other payables           -         -       -          300,000
 Services                     (106,875)      -       -          258,125

Contributed shares                 -         -       -              -

Treasury stock
issued for cash                    -         -       -          227,500

Net Loss                           -         -  (895,509)      (895,509)

Balance, March 31, 1999       (106,875)      -(1,246,753)       135,262
</TABLE>
<TABLE>
            LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
                (A Development Stage Company)
                Consolidated Statement of Cash Flows

                 Years Ended March 31,1999 and 1998
            and Cumulative Amounts Since December 5,1996,
             (Date of Commencement of Development Stage)
<CAPTION>
                                                           Cumulative
                                         1999      1998      Amounts
<S>                                   <C>       <C>        <C>
Cash flows from operating activities:
    Net loss                          $(895,509) $(351,181) $(1,246,753)
    Adjustments to reconcile net loss
    to net cash (used in) provided by
    operating activities:
      Depreciation and amortization      21,903      5,750       27,653
      Common stock issued for
      services and payables             506,997    116,225      374,350
      Common stock issued for debt         -       200,000      200,000
      (increase) decrease in:
         Inventory                         -        (5,610)      (5,610)
         Related party receivables       (3,400)       -         (3,400)
         Deposits                         3,000     (3,000)         -
      Increase (decrease) in:
         Accounts payable                 1,530     46,036      296,438
         Accrued liabilities             (9,863)     9,863          -
         Net cash (used in) provided by
         operating activities          (375,342)    18,083     (357,322)

Cash flows from investing activities
    purchase of property and equipment   (6,828)   (80,969)     (87,797)

Cash flows from financing activities:
    Proceeds from related party
    notes payable                        33,500        -         33,500
    Payments on related party notes
    payable                              (6,500)       -         (6,500)
    Issuance of common stock            407,500    100,040      507,640
    Proceeds from stock subscription
    receivable                               25        -             25
      Net cash provided by
      financing activities              434,525    100,040      534,665

      Net increase in cash               52,355     37,154       89,546

      Cash, beginning of period          37,191         37          -

      Cash, end of period           $    89,546   $ 37,191    $ 89,546
</TABLE>
See accompanying notes to consolidated financial statements.
 LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY (A Development Stage Company)

                  Notes to Consolidated Financial Statements
                           March 31, 1999 and 1998

1   Summary OF Business and Significant Accounting Policies
     (a) Organization
     The Company was incorporated in the state of Delaware on June 11, 1992
under the name Mirador Equity Partners, Ltd. On November 30, 1997, Mirador
Equity Partners, Ltd. changed its name to Lucas Educational Systems, Inc. in
conjunction with the merger with Lucas Educational Systems, Inc. (LEDS). The
Company distributes memory aides for the Bible, English grammar and Spanish.
Prior to the acquisition of Lucas Educational Systems, Inc., the Company had
been seeking to merge with an existing, operating company.

     On November 7, 1997, the Company and LEDS completed an Agreement and Plan
of Reorganization whereby the Company issued 8,700,000 shares of its common
stock in exchange for all of the outstanding common stock of LEDS. Immediately
prior to the Agreement and Plan of Reorganization, the Company had 1,849,869
post-split shares of common stock issued and outstanding.

     The acquisition was accounted for as a recapitalization of LEDS because
the shareholders of LEDS controlled the Company after the acquisition.
Therefore, LEDS is treated as the acquiring entity. There was no adjustment to
the carrying value of the assets or liabilities of LEDS in the exchange. The
Company is the acquiring entity for legal purposes and LEDS is the surviving
entity for accounting purposes. On November 5, 1997, the shareholder of the
Company authorized a forward stock split of 1-for-4.357 shares of common
stock. All references to shares of common stock have been retroactively
restated to reflect the forward stock split.

     (b) Principles of Consolidation
     The consolidated financial statements include the financial statements
of the Company and its subsidiary. All significant intercompany balances and
transactions have been eliminated.

     (c) Development Stage Company
     Effective December 5,1996, the Company is considered a development stage
company as defined in SFAS No. 7. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.

     (d) Cash and Cash Equivalents
     For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or
less to be cash equivalents.

     (e) Inventory
     Continued Inventory consists of books held for resale and are stated at
the lower of cost or market. Cost is determined by the first-in, first-out
(FIFO) method.

     (f) Property and Equipment
     Property and equipment is stated at cost. Depreciation and amortization
are computed using the straight-line method over estimated usefu1 lives which
range from 3 to 5 years.

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

     (h) Income Taxes
     Deferred income taxes are provided in amounts sufficient to give effect
to temporary differences between financial and tax reporting.

     (i) Earnings Per Share
     The computation of basic earnings per common share is based on the
weighted average number of shares outstanding during each year.

     The computation of diluted earnings per common share is based on the
weighted average number of shares outstanding during the year plus
the common stock equivalents, which would arise from the exercise of
stock options and warrants outstanding using the treasury stock method
and the average market price per share during the year. Common stock
equivalents are not included in the diluted earnings per share
calculation when their effect is antidilutive.

     (j) Going Concern
     The Company's financial statements are prepared using generally
and accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not established revenues
sufficient to cover its operating costs and allow it to continue as a going
concern. The Company is developing a marketing program for its educational
products. In the interim, management has committed to covering all operating
and other costs.

2.   Property
     Property and equipment consist of the following at March 31:
                                           1999          1998
    Furniture and fixtures             $   1,931      $   1,931
    Leasehold improvements                11,070         11,070
    Vehicles                              37,382         37,382
    Master videos                         13,577         13,577
    Computer equipment                    23,837         17,009
                                          87,797         80,969
    Accumulated depreciations and
               amortization              (27,653)        (5,750)

                                      $   60,144 $       75,219

3.  Related Party Notes Payable
     At March 31, 1999 and 1998, related party notes payable consists of an
unsecured, past due note payable to a shareholder with interest at 10% Payable
totaling $3,500 and $-0-, respectively, and an unsecured, non-interest
bearing, demand note payable to a shareholder totaling $7,500 and $-0-,
respectively.

4.  Income Taxes
     The benefit for income taxes is different than amounts which would be
provided by applying the statutory federal income tax rate to loss before
provision for income taxes for the following reasons:
                                                  Year Ended
                                                   March 31,
                                                               Cumulative
                                               1999   1998       Amounts

        Income tax benefit at
        statutory rate                    $ 305,000 $ 119,000 $ 424,000
        Change in valuation
        allowance                          (305,000) (119,000) (424,000)
                                          $     -   $     -   $     -

Deferred tax assets are comprised of the following:

                                                   March 31,
                                          1999             1998

Operating loss carryforwards        $     424,000 $     119,000
Valuation allowance                      (424,000)     (119,000)

     At March 31, 1999, the Company had net operating loss carryforwards of
approximately $1,247,000 available to offset future taxable income which begin
to expire in 2017. The amount of loss which may be used each year is limited
based on several factors which include changes in Company ownership, the fair
value of the Company and the federal discount rate.


     No deferred tax assets have been provided for the tax benefits of loss
carryforwards due to uncertainty concerning their ultimate realization.

5. Other Related Party Transactions
    Related party receivables consist of amounts due from employees
totaling $3,500 and $-0-, respectively at March 31, 1999 and 1998. As of March
31, 1999 and 1998 accounts payable included $-0- and $1,368, respectively, due
to a shareholder.

6.  Supplemental Cash Flow Information
     During the year ended March 31, 1999, the Company increased
additional paid-in capital and unearned compensation by $106,875 as part of an
employment contract.

     During the year ended March 31, 1999, the Company reduced related party
note payable and accounts payable in the amount of $51,128 in exchange for
common stock.

     Actual amounts paid for interest and income taxes are as follows:

                                                  Years Ended
                                                    March 31,
                                               1999         1998

                        Interest           $     2,115    $      -
                        Income taxes       $       -      $      -

7. Commitments

     (a) Operating Lease Obligation
     The Company leases certain office and warehouse space from a shareholder,
under noncancellable operating lease agreements. Future minimum lease payments
required under operating leases are as follows:

                              Year           Amount
                              2000          $ 36,000
                              2001            36,000
                                            $ 72,000

      Rental expense for the years ended March 31, 1999 and 1998 related to
these operating leases was approximately $36,500 and $33,000, respectively.

      (b) Licensing and Royalty Agreement
      On August 13, 1997, the Company entered into an agreement with Jerry and
Cheryl Lucas for rights to use the copyright, trademark, patents and name of
the Company. Revenues produced form these activities will be 8% of the gross
receipts. Jerry and Cheryl Lucas also have rights to purchase inventory of the
Company at cost plus 10%. The term of the agreement is 99 years.

      (c) Employment Agreement
      Effective November 1, 1998, the Company entered into an employment
agreement with an officer which expires November 1, 2000. The agreement
provides for a minimum monthly salary of $2,500. In addition, the Company
issued 120,000 shares of common stock vesting at 5,000 per month as well as
options to purchase 25,000 shares of common stock at an exercise price of
$1.50, after the officer has been employed for a period of two years.

8.  Stock Options and Warrants
     The Company has a stock option plan (the Option Plan), which allows
a maximum of options to be granted to purchase common stock at prices
generally not less than the fair market value of common stock at the date of
grant. Under the Option Plan, grants of options may be made to selected
officers and key employees without regard to any performance measures. The
options may be immediately exercisable or may vest over time as determined by
the Board of Directors.  However, the maximum term of an option may not exceed
five years.

    Information regarding the stock options is summarized below:
                                                          Weighted
                                                           Average
                                           Number of      Exercise
                                            Options         Price

             Outstanding at April 1, 1997       -        $     -
               Granted                       25,000         .001
               Exercised                    (25,000)        .001
               Forfeited

             Outstanding at March 31, 1998      -              -
               Granted                      625,000          .43
               Exercised                    600,000          .38
               Forfeited                        -              -

             Outstanding at March 31, 1999   25,000    $    1.50

     The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." Accordingly, no compensation expense has been recognized for
stock options granted to employees. Had compensation expense for the Company's
stock options been determined based on the fair value at the grant date for
awards in 1999 and 1998, consistent with the provisions of SFAS No. 123, the
Company's results of operations would have been reduced to the proforma
amounts indicated below:
                                      Years Ended
                                      March 31,           Cumulative
                                    1999        1998        Amounts

          Net loss - as reported    $(895,509) $(351,181) $(1,244,753)
          Net loss - pro forma      $(895,509) $(351,181) $(1,244,753)
          Loss per share - as reported $ (.08) $    (.04) $      (.10)
          Loss per share - proforma    $ (.08) $    (.04) $      (.10)

     The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:

                                                            March 31,
                                                              1999
                        Expected dividend yield           $        -
                        Expected stock price volatility            109%
                        Risk-free interest rate                    5.0%
                        Expected life of options                2 years

     The weighted average fair value of options granted during 1999 and 1998
are $.66 and $-0-, respectively.

     The following table summarizes information about stock options and
warrants outstanding at March 31, 1999:

                         Outstanding                  Exercisable
                          Weighted
                           Average
               Number     Remaining   Weighted    Number   Weighted
            Outstanding  Contractual   Average Exercisable  Average
  Exercise       at          Life     Exercise      at     Exercise
   Price      3/31/99      (Years)      Price    3/31/99     Price

    $1.50      25,000        2.00       $           -       $    -

9.  Earnings Per Share
     Financial accounting standards require companies to present basic
earnings per share (EPS) and diluted earnings per share along with additional
informational disclosures. Information related to earnings per share is as
follows:
                                     Years Ended
                                       March 31,          Cumulative
                                1999            1998        Amounts
  Basic and Diluted EPS:
   Net loss available to common
   stockholders                 $ (895,509)  $ (351,181)  $(1,246,753)

   Weighted average common      11,975,000    9,972,000    11,482,000

   Net loss per share           $     (.08)  $     (.04)  $      (.10)

10. Fair Value of Financial Instruments
     None of the Company's financial instruments are held for trading
purposes. The Company estimates that the fair value of all financial
instruments at March 31, 1999, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgement is necessarily required in interpreting
market data to develop the estimates of fair value, and, accordingly, the
estimates are not necessarily indicative of the amount that the Company could
realize in a current market exchange.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.*
         ---------------------------------

Reports on Form 8-K**

Exhibits*

          (i)
                                          Where Incorporated
                                            in this Report
                                            --------------
          8-K Current Report dated          Part I, Item 1
          November 11, 1998**               Part III, Item 11
                                            Part III, Item 12
               Agreement and Plan of Reorganization
                   Exhibit A -    Lucas Stockholders
                   Exhibit B -    Mirador Equity Partners, Ltd. Financial
                                  Statements for the periods ended
                                  March 31, 1997 and 1996
                   Exhibit B-1 -  Mirador Equity Partners, Ltd. Unaudited
                                  Financial Statements for the
                                  period ended September 30, 1997
                   Exhibit C -    Exceptions to Mirador Equity Partners,
                                  Ltd. Financial Statements
                   Exhibit D -    Lucas Educational Systems, Inc. Financial
                                  Statements for the period from
                                  inception (December 5, 1996) to
                                  June 30, 1997 and three months ended
                                  September 30, 1997 (See Item 7 above)
                   Exhibit E -    Exceptions to Lucas Educational Systems
                                  Financial Statements
                   Exhibit F -    Investment Letter
                   Exhibit G -    Compliance Certificate of Mirador Equity
                                  Partners, Ltd. Corporation
                   Exhibit H -    Compliance Certificate of
                                  Lucas Educational Systems, Inc.
                   Exhibit I -    Consultant Shares

               Certificate of Amendment to Certificate of
               Incorporation reflecting name change to
               "Lucas Educational Systems, Inc." and forward
               split of shares

               Licensing and Royalty Agreement

         10-KSB Annual Report for the year
         ended March 31, 1998**            Part I, Item 1
               Subsidiaries of the Company
               Financial Data Schedule

        8-K Current Report dated June 28, 1999 regarding change of
        accountants

          (ii)

          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.
          **   These documents and related exhibits have been
               previously filed with the Securities and Exchange
               Commission and are incorporated herein by reference.

                                  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.


                                 LUCAS EDUCATIONAL SYSTEMS, INC.


Dated: 7/23/99                      By:/s/Jerry R. Lucas
                                    Jerry R. Lucas
                                    President and Director

        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 on the dates indicated:



Dated: 7/23/99                      By:/s/Jerry R. Lucas
                                    Jerry R. Lucas
                                    President and Director

Dated: 7/27/99                      By:/s/Cheryl W. Lucas
                                    Cheryl W. Lucas
                                    Treasurer and Director

Dated: 7/23/99                      By:/s/William R. Murray
                                    William R. Murray
                                    Vice President

Dated: 7/22/99                      By:/s/David E. Nelson
                                    David E. Nelson
                                    Secretary and CFO