U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended December 31, 1998
                               -----------------
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 

     For the transition period from _________________ to __________________

                 Commission File No.  000-24459 
                                      ---------

                       AMCI INTERNATIONAL, INC.    
                -----------------------------------
          (Name of Small Business Issuer in its Charter)

         UTAH                                               59-2159271 
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     9005 Cobble Canyon Lane
                        Sandy, Utah 84093  
                   -------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 942-0555

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

Securities Registered under Section 12(g) of the Exchange Act:  $0.001 Par
Value Common Voting Stock

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

     (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-
KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year:   December 31, 1998 -
$0

For the Exhibit Index see Item 13 of this Report.

     State the aggregate market value of the common 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.  

     April 12, 1999 - $145.  There are approximately 144,849 shares of
common voting stock of the Registrant held by non-affiliates.  There is no
"public market" for the Company's common stock, so the Registrant has
arbitrarily valued these shares on the basis of the par value of $0.001 per
share.

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

                         Not Applicable.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

                          April 12, 1999

                            1,471,391

               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 ___

                              PART I

Item 1.  Description of Business.
         -----------------------

Business Development.
--------------------

         For historical information regarding the Company, see its 10-SB
Registration Statement, as amended, which has been previously filed with the
Securities and Exchange Commission and is incorporated herein by reference,
Part III, Item 13 (the 10-SB Registration Statement).

Business.
--------

         Other than the above-referenced matters and seeking and
investigating potential assets, property or businesses to acquire, the Company
has had no material business operations for over five years. To the extent
that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, it is
essentially a "blank check" company. Because the Company has limited assets
and conducts no material business, management anticipates that any such
venture would require it to issue shares of its common stock as the sole
consideration to acquire the venture. This may result in substantial dilution
of the shares of current stockholders. The Company's Board of Directors shall
make the final determination whether to complete any such venture; the
approval of stockholders will not be sought unless required by applicable
laws, rules and regulations, its Articles of Incorporation or Bylaws, or
contract.  The Company faces substantial competition from other  blank check 
companies in the search for a suitable merger or acquisition target, including
the 14 other  blank check  companies in which David C. Merrell, the Company's
President and director, is involved.  Therefore, the Company makes no
assurance that it will be successful in locating a suitable target and makes
no assurance that any future enterprise will be profitable or successful.  See
the Risk Factor  Competition  of this Registration Statement.

         The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company.  The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.

         Although the Company has not communicated with any other entity
with respect to any potential merger or acquisition transaction, management
has determined to file this Registration Statement on a voluntary basis.  In
order to have stock quotations for its common stock on the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ"), an
issuer must have such securities registered under the Securities and Exchange
Act of 1934, as amended (the "1934 Act").  Upon the effective date of this
Registration Statement, the Company's common stock became registered for
purposes of the 1934 Act.  Management believes that this will make the Company
more desirable for entities that may be interested in engaging in a merger or
acquisition transaction.  To the extent that management deems it advisable or
necessary to maintain a quotation of its common stock on any securities
market, the Company will voluntarily file periodic reports in the event its
obligation to file such reports is terminated under the 1934 Act.  Further,
the National Association of Securities Dealers, Inc. (the "NASD") has proposed
that all "non-reporting" companies whose shares of common stock are quoted on
the NASD's OTC Bulletin Board be dropped.  Management believes the filing of
this Registration Statement will be important to the Company if the NASD's
proposal in this respect is put into effect.  See the heading "Risk Factors,"
specifically "No Market for Common Stock, No Market for Shares.," herein.

         In the event that the Company engages in any transaction resulting
in a change of control of the Company and/or the acquisition of a business,
the Company will be required to file with the Securities and Exchange
Commission a Current Report on Form 8-K within 15 days of such transaction. A
filing on Form 8-K also requires the filing of audited financial statements of
the business acquired, as well as pro forma financial information consisting
of a pro forma condensed balance sheet, pro forma statements of income and
accompanying explanatory notes.

         Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.

         Mr. Merrell has substantial experience and expertise with
analyzing prospective business endeavors and will be the one to determine the
viability of a prospective business endeavor.  Mr. Merrell has served as a
director and executive officer of three companies, Kara International, Inc.;
International Fire Prevention, Inc.; and Digital Power Holding Company, that
have completed merger or reorganization transactions with operating entities. 
Mr. Brown has limited experience with analyzing the quality of a prospective
business endeavor.  See the heading "Other Public Shell Activities," of Part
I, Item 5, of this Registration Statement. 

         Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

         Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.

         The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.

         Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest; a
transaction of this type would create a conflict of interest for such a
person. Current Company policy does not prohibit such transactions. Because no
such transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.

         Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.

         None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company.  Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.

Risk Factors. 
------------- 
 
         In any business venture, there are substantial risks specific to
the particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below. 
 
         Extremely Limited Assets; No Source of Revenue.  The Company has 
virtually no assets and has had no revenue for over five years or to the date
hereof.  Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest.  The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis. 
 
         Discretionary Use of Proceeds; "Blank Check" Company.  Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company.  Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose.  The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives. 
 
         Absence of Substantive Disclosure Relating to Prospective
Acquisitions.  Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public.  The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment. 

         Unspecified Industry and Acquired Business; Unascertainable Risks. 
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts.  Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and 
merits of investing in the industry or business in which the Company may
acquire.  To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks.  Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to 
the numerous risks to which such businesses are subject.  Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks. 
 
         Uncertain Structure of Acquisition.  Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business.  Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition. 
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock.  See Part I, Item 2, of this
Registration Statement. 
 
         Shares Available for Future Issuance.  The Company is authorized
to issued 50,000,000 shares of common stock.  As of December 31, 1997, the end
of the Company's most recent calendar year, only 1,471,391 shares were issued
and outstanding.  The issuance of additional shares in connection with any
reorganization transaction or the raising of capital may result in substantial
dilution of the holdings of current stockholders.

         Limited Funds Available for Operating Expenses.  The Company
currently has no assets.  As a result, all funding necessary to meet the
Company's operating expenses in the next 12 months will likely be advanced by
management or principal stockholders as loans to the Company.  See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or
Plan of Operation," Part I, Item 2 of this Registration Statement.

         Lack of Public Information.  As of the date of this Registration
Statement, the Company has not identified any potential merger or acquisition
candidate.  The Company does not intend to limit its search to any particular
business or industry.  Stockholders will not have access to any information
about any such candidate until such time as a transaction is completed and the
Company files a Current Report on Form 8-K disclosing the nature of such
transaction.

         State Restrictions on "Blank Check" Companies.  A total of 36
states prohibit or substantially restrict the registration and sale of "blank
check" companies within their borders.  Additionally, 36 states use "merit
review powers" to exclude securities offerings from their borders in an effort
to screen out offerings of highly dubious quality.  See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990.  The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed.  However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities.  These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states. 
 
         By regulation or policy statement, several states place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies.  These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" 
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies. 
 
         In most jurisdictions, "blank check" and "blind pool" companies
are not eligible for participation in the Small Corporate Offering
Registration ("SCOR") program, which permits an issuer to notify the
Securities and Exchange Commission of certain offerings registered in such
states by filing a Form D under Regulation D of the Securities and Exchange
Commission.  The majority of states have adopted some form of SCOR. States
participating in the SCOR program also allow applications for registration of
securities by qualification by filing a Form U-7 with the states' securities
commissions.  Nevertheless, the Company does not anticipate making any SCOR
offering or other public offering in the foreseeable future, even in any
jurisdiction where it may be eligible for participation in SCOR, despite its
status as a "blank check" or "blind pool" company. 
 
         The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
 
         Management to Devote Insignificant Time to Activities of the
Company.   Members of the Company's management are not required to devote
their full time to the affairs of the Company.  Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target. 
 
         Conflicts of Interest; Related Party Transactions.   Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest.  Such a transaction may occur if 
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors.  A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders.  An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated.  Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential 
acquisitions.  Members of management also serve in a similar capacities for
several other companies that may be deemed to be "blank check" companies.  In
the event that a potential merger or acquisition candidate is brought to
management's attention, these other relationships may present a conflict of
interest.  Management will attempt to minimize such conflict by presenting a
list of the various "blank check" companies that are available for such a
transaction and allowing management of the candidate entity to select the
company that best meets its needs.  Factors that differentiate such  blank
check  companies from one another include, for example, the state of
incorporation (and, accordingly, the corporation laws to which such company is
subject); whether or not the company has filed a Registration Statement on
Form 10-SB and is subject to the periodic reporting, proxy and other
requirements of the 1934 Act; the authorized classes of stock and number of
shares; the number of shares issued and outstanding; the number of
stockholders; the amount and nature of any assets and liabilities; and whether
or not the company's securities are quoted on the OTC Bulletin Board of the
NASD. There are no current or proposed arrangements specifying the order in
which the Company and such other  blank check  companies will participate in
any business opportunity.   

         Competition.  Management believes that there are thousands of  blank
check  companies that are also seeking merger or acquisition transactions. 
Each of these entities will present competition to the Company in its search
for a suitable transaction candidate, and the Company makes no assurance that
it will be successful in that search. In addition, David C. Merrell, the
Company s President and director, also serves as President and director of 14
companies that may be deemed to be  blank check  companies, and each of these
entities may be regarded as a direct competitor of the Company in the search
for suitable business opportunities.  Four of these companies are also subject
to the periodic reporting requirements of the Securities and Exchange
Commission, as is Cookie Cup International, Inc., a  blank check  company of
which Mr. Merrell is the beneficial owner of 38% of the outstanding common
stock.  Each of these companies presents direct competition to the Company in
identifying and completing a merger or acquisition transaction with a suitable
business.  See the heading  Other  Public Shell  Activities  of the caption 
Directors, Executive Officers, Promoters and Control Persons,  Part I, Item 5
of this Registration Statement.

         Voting Control.  Due to their ownership of a majority of the
shares of the Company's outstanding common stock (approximately 90% of the
outstanding voting securities of the Company are owned by Chirichua Company,
David C. Merrell and Michael C. Brown), these stockholders have the ability to
elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders.  Chirichua
Company is solely owned by Mr. Merrell. See the caption "Security Ownership of
Certain Beneficial Owners and Management," Part I, Item 4, of this
Registration Statement.
 
         No Market for Common Stock; No Market for Shares.  Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; and there can be no assurance
that any such market will ever develop or be maintained.  Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect.  In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies.  These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.  Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop.  See the caption
"Recent Sales of Unregistered Securities," Part II, Item 4, of this
Registration Statement. 

         In addition to the foregoing, in order to obtain a listing for its
securities on the OTC Bulletin Board, the Company will need to retain a
broker-dealer that is willing to act as a "market maker" 

         On or about December 11, 1997, the Board of Governors of the NASD
approved a proposal to allow only companies that report their current
financial information to the Securities and Exchange Commission to have their
securities quoted on the OTC Bulletin Board.  Because the Company became
subject to the periodic reporting requirements of the Commission upon the
effective date of their 10-SB Registration Statement, management believes that
the Company will be in compliance with this provision if it is approved by the
Securities and Exchange Commission.  However, in the event that the Company
loses this status as a "reporting issuer," any future quotation of its common
stock on the OTC Bulletin Board may be jeopardized.
  
         Risks of "Penny Stock."  The Company's common stock may be deemed
to be  "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years. 
 
         There has been no "established public market" for the Company's
common stock during the last five years.  At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange. 
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.  

         Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account.  Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock." 
 
         Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor.  This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives.  Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.   

Principal Products and Services.
--------------------------------

         The limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only activities to
be conducted by the Company are to manage its current limited assets and to
seek out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged. 

Distribution Methods of the Products or Services.
-------------------------------------------------

         Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------
      
         None; not applicable.

Competitive Business Conditions.
--------------------------------

         Management believes that there are literally thousands of "blank
check" companies engaged in endeavors similar to those engaged in by the
Company; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by the Company
for the past several years.

Sources and Availability of Raw Materials and Names of Principal
Suppliers.
-----------

        None; not applicable.      

Dependence on One or a Few Major Customers.
-------------------------------------------

        None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
------------------------------

        None; not applicable.

Need for any Governmental Approval of Principal Products or
Services.
---------

        Because the Company currently produces no products or services, it
is not presently subject to any governmental regulation in this regard. 
However, in the event that the Company engages in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.

Effect of Existing or Probable Governmental Regulations on
Business.
---------

        The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25 million; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.

        The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets. The present laws, rules and regulations
designed to promote availability to the small business issuer of these capital
markets and similar laws, rules and regulations that may be adopted in the
future will substantially limit the demand for "blank check" companies like
the Company, and may make the use of these companies obsolete.

Research and Development.
-------------------------

        None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

        None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.

Number of Employees.
--------------------

        None.

Item 2.  Description of Property.  
--------------------------------

        The Company has no assets, property or business; its principal
executive office address and telephone number are the home address and
telephone number of its President, David C. Merrell, and are provided at no
cost.  Because the Company has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Utah, and
with preparing this Registration Statement and the accompanying financial
statements.  These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Merrell of providing the use
of his home and telephone have been minimal. 
 
Item 3.  Legal Proceedings.
--------------------------

        The Company is not a party to any pending legal proceeding.  No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company.  No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a 
material interest adverse to the Company in any proceeding. 

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

        No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two fiscal years.
  
                             PART II

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

Market Information
------------------

        There has never been any established "public market" for shares of
common stock of the Company.  The Company has submitted for quotation of
its common stock on the OTC Bulletin Board of the NASD; however, management
does not expect any public market to develop unless and until the Company
completes an acquisition, reorganization or merger.  In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained.  If a public market ever develops in the future, the
sale of "unregistered" and "restricted" shares of common stock pursuant to
Rule 144 of the Securities and Exchange Commission by members of management
may have a substantial adverse impact on any such public market, and all of
the current and former members of management have already satisfied the
"holding period" requirement of Rule 144.  

Holders
-------

        The number of record holders of the Company's common stock as of
the year ended December 31, 1998 was approximately 87; these numbers do not
include an indeterminate number of stockholders whose shares may be held by
brokers in street name.  As of April 12, 1999, there were approximately 87
stockholders.  See Part III, Item 11, for information regarding these
holdings.

Dividends
---------

        The Company has not declared any cash dividends with respect to
its common stock or its preferred stock, and does not intend to declare
dividends in the foreseeable future.  The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated.  There are no material restrictions limiting, or that are likely
to limit, the Company's ability to pay dividends on its securities.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

Plan of Operation
-----------------

        The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders.  Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
venture. 
 
        During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal 
stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan.  However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length 
transaction.   As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.  

        Although the Company is not currently contemplating the borrowing of
any funds from members of management or principal stockholders, it is expected
that any such loan would be payable upon demand of the creditor and that
demand would not be made until such time (if ever) as the Company is able to
repay such debt. The Company does not anticipate that loan repayment by any
merger or acquisition target company will be a criterion in determining
whether to complete a transaction with such a company.  In the event that the
Company is unable to repay any such loan in cash, it may arrange for repayment
in the form of common stock.

Results of Operations
---------------------

        The Company has had no revenues for over five years.  For the years
ended December 31, 1998 and 1997, the Company had net losses in the amount of
($10,869) and ($4,136), respectively.

Liquidity
---------

        The Company had no material assets during the years ended December 31,
1998, and liabilities of $9,881 for the year ended December 31, 1998.  The
Company had a capital contribution of $3,033 by a principal stockholder in
1998 and $2,991 was contributed in 1997 by the same stockholder. 

Year 2000.
---------

            Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations.  However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem.  The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.

Item 7.  Financial Statements.
-----------------------------                                                  
    
For the periods ended December 31, 1998 and 1997          

     Independent Auditors' Report                              

     Balance Sheet for the year ended December 31, 1998                        
  
     Statements of Operations for the years ended                             
          December 31, 1998 and 1997

     Statements of Stockholders' Equity (Deficit)      
          From inception through December 31, 1998 
             
     Statements of Cash Flows for the years ended
          December 31, 1998 and 1997
                                     
     Notes to the Financial Statements                              

<PAGE>
                        AMCI INTERNATIONAL, INC.
                      (A Development Stage Company)
                                    
                          FINANCIAL STATEMENTS
                                    
                            December 31, 1998
<PAGE>      
                        INDEPENDENT AUDITORS  REPORT
                                       
      
      The Board of Directors
      AMCI International, Inc.
      (A Development Stage Company)
      Salt Lake City, Utah
      
      We have audited the accompanying balance sheet of AMCI International,
Inc. (a development stage company) as of December 31, 1998 and the related
statements of operations, stockholders  equity (deficit), and cash flows for
the years ended December 31, 1998 and 1997 and from inception on July 26,
1983 through December 31, 1998.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.
      
      We conducted our audits 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 audits provide a reasonable basis
for our opinion.
      
      In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of AMCI
International, Inc. (a development stage company) as of December 31, 1998 and
the results of its operations and its cash flows for the years ended December
31, 1998 and 1997 and from inception on July 26, 1983 through December 31,
1998 in conformity with generally accepted accounting principles.
      
      The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company is a development stage company and has no
established source of revenue 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 2.  The 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
March 9, 1999
<TABLE>     
                        AMCI INTERNATIONAL, INC.
                      (A Development Stage Company)
                              Balance Sheet
<CAPTION>
                                 ASSETS
                                                     December 31,
                                                         1998       
<S>                                                  <C>
CURRENT ASSETS

 Cash                                                $   -     

  Total Current Assets                                   -     

  TOTAL ASSETS                                       $   -     


             LIABILITIES AND STOCKHOLDERS  EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                    $    9,881

  Total Current Liabilities                               9,881

STOCKHOLDERS  EQUITY (DEFICIT)

 Common stock: 50,000,000 shares authorized
  of $0.001 par value, 1,471,391 shares issued
  and outstanding                                         1,471
 Additional paid-in capital                              73,654
 Deficit accumulated during the development stage       (85,006)

  Total Stockholders  Equity (Deficit)                   (9,881)

  TOTAL LIABILITIES AND STOCKHOLDERS  EQUITY (DEFICIT) $    -     
</TABLE>
<TABLE>
                        AMCI INTERNATIONAL, INC.
                     (The Development Stage Company)
                        Statements of Operations
<CAPTION>                                                     
                                                    From       
                                                Inception on 
                                                  July 26,     
                            For the Years Ended 1983 Through
                                December 31,    December 31,
                            1998         1997       1998       
<S>                         <C>         <C>        <C>
REVENUES                    $    -       $      -    $      -     

EXPENSES                      10,869          4,136      85,006

NET LOSS                    $(10,869)    $   (4,136) $  (85,006)

BASIC LOSS PER SHARE OF 
 COMMON STOCK               $  (0.01)    $    (0.00)
</TABLE>
<TABLE>
                            AMCI INTERNATIONAL, INC. 
                          (A Development Stage Company)
                 Statements of Stockholders' Equity (Deficit)
<CAPTION>                                                                      
                                                                  Deficit     
                                                                Accumulated
                                                  Additional      During the  
                                  Common Stock      Paid-In     Development    
                                Shares    Amount    Capital        Stage       
<S>                            <C>       <C>       <C>          <C>
At inception on July 26, 1983         -   $    -    $   -        $    -        
           
Common stock issued for services
 at $0.20 per share                 4,772      5        949           -        
           
Common stock issued for cash
 at approximately $2.00 per share  12,500     12     24,988           -        
           
Common stock issued to 
 acquire subsidiary recorded at
 predecessor cost of $0.00         27,000     27        (27)          -        
           
Net loss from inception July 26,
 1983 to December 31, 1994            -        -        -         (27,155)

Balance, December 31, 1994         44,272     44     25,910       (27,155)

Net loss for the year ended
 December 31, 1995                    -        -        -            (100)

Balance, December 31, 1995         44,272     44     25,910       (27,255)

Common stock issued for services 
 at approximately $0.03 per 
 share                          1,427,088  1,427     39,800           -        
           
Stock split adjustment                 31      -        -             -

Contributed capital                   -        -      1,920           -     

Net loss for the year ended
 December 31, 1996                    -        -        -         (42,746)

Balance, December 31, 1996      1,471,391  1,471   $ 67,630     $ (70,001)

Contributed capital                   -        -      2,991           -     

Net loss for the year ended
 December 31, 1997                    -        -        -          (4,136)

Balance, December 31, 1997      1,471,391  1,471     70,621       (74,137)

Contributed Capital                   -        -      3,033           -

Net loss for the year ended
 December 31, 1998                    -        -        -         (10,869)

Balance, December 31, 1998      1,471,391  $ 1,471  $73,654     $ (85,006)
</TABLE>
<TABLE>
                        AMCI INTERNATIONAL, INC.
                      (A Development Stage Company)
                        Statements of Cash Flows
<CAPTION>
                                                    From       
                                                Inception on 
                                                  July 26,     
                            For the Years Ended 1983 Through
                                December 31,    December 31,
                            1998         1997       1998       
<S>                         <C>         <C>        <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

 Net loss                   $(10,869)   $ (4,136)   $  (85,006)
 Adjustments to reconcile 
  net loss to net cash used 
  by operating activities:
 Contributed capital for 
  expenses                     3,033       2,991         7,944
 Stock issued for services       -           -          42,181
 Increase (decrease) in 
  accounts payable             7,836       1,145         9,881

  Net Cash Used by Operating 
  Activities                     -           -         (25,000)

CASH FLOWS FROM INVESTING
 ACTIVITIES                      -           -             -     

CASH FLOWS FROM FINANCING
 ACTIVITIES

 Issuance of common stock 
 for cash                        -           -          25,000

  Net Cash Provided by Financing
   Activities                    -           -          25,000

NET INCREASE (DECREASE) IN CASH  -           -             -     

CASH AT BEGINNING OF PERIOD      -           -             -     

CASH AT END OF PERIOD       $    -       $   -        $    -     

CASH PAID FOR:

 Interest                   $    -       $   -        $    -     
 Income taxes               $    -       $   -        $    -     

NON-CASH FINANCING ACTIVITIES

 Contributed capital for 
 expenses                   $  3,033     $ 2,991      $  7,944
 Common stock issued for 
 services                   $    -       $   -        $ 42,181
</TABLE>
                         AMCI INTERNATIONAL, INC.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 1998
     
NOTE 1 -  ORGANIZATION AND HISTORY

        The Company was incorporated on July 26, 1983 under the laws of State
        of Utah as HJK, Ltd.  The purpose of the business was to acquire and
        operate or lease natural resource properties and engage in mining,
        milling, production, buying and developing natural resource
        properties.  On August 16, 1985 the Company issued 5,400,000 shares
        common stock to acquire 100% of the common stock of AMCI
        International, Inc. (AMCI).  AMCI was engaged in manufacturing and
        selling quality furniture.  The subsidiary was involuntarily dissolved
        on December 31, 1987.  Presently, the Company is seeking a new
        business opportunity.

        a. Accounting Method

        The Company's financial statements are prepared using the accrual
        method of accounting.  The Company has elected a calendar year end.

        b. Cash and Cash Equivalents

        Cash equivalents include short-term, highly liquid investments with
        maturities of three months or less at the time of acquisition.

        c. Basic Loss Per Share

        The computations of basic loss per share of common stock are based on
        the weighted average number of shares outstanding during the period of
        the financial statements.

        d. Provision for Taxes

        At December 31, 1998, the Company had net operating loss carryforwards
        of approximately $58,000 that may be offset against future taxable
        income through 2013.  No tax benefit has been reported in the
        financial statements, because the Company believes there is a 50% or
        greater chance the carryforwards will expire unused.  Accordingly, the
        potential tax benefits of the loss carryforwards are offset by a
        valuation account of the same amount.

        e. 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.

NOTE 2 - GOING CONCERN

        The Company's financial statements are prepared using generally
        accepted accounting principles applicable to a going concern which
        contemplates the realization of assets and liquidation of liabilities
        in the normal course of business.  However, the Company does not have
        significant cash or other material assets, nor does it have an
        established source of revenues sufficient to cover its operating costs
        and to allow it to continue as a going concern.  It is the intent of
        the Company to seek a merger with an existing, operating company. 
        Until that time, shareholders of the Company have committed to meeting
        its minimal operating needs.

NOTE 3 - STOCK TRANSACTIONS

        On June 15, 1996, the Company issued 200,000 shares common stock for
        services rendered valued at $40,000.  

        On November 1, 1996, the Board of Director approved a 200 for 1
        reverse stock split and issued 1,227,088 shares of post split common
        stock for services rendered, valued at $1,227.  The reverse stock
        split has been applied retroactively to the financial statements.

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

      No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period. 

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
-------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

      The following table sets forth the names and the nature of all positions
and offices held by all directors and executive officers of the Company during
1998, and the period or periods during which each such director or executive
officer served in his or her respective positions.  

                                         Date of             Date of
                     Positions           Election or        Termination
   Name                 Held             Designation        or Resignation

David C. Merrell   Director and              5/96                *
                   President

Michael C. Brown   Director and              5/96                *
                   Secretary/
                   Treasurer

Term of Office
--------------

          The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in December of each year.  The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.

Business Experience
-------------------

         David C. Merrell, President and a director. Since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company which makes
and brokers real estate loans.  Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.

         Michael C. Brown, Secretary/Treasurer and a director.  Mr. Brown
earned a Bachelor's Degree in accounting from the University of Utah.  He has
been employed in the Food Industry for the past 10 years, and since 1993, he
has been employed by Albertsons Food Stores.

Family Relationships
--------------------

         There are no family relationships between any director or executive
officer.
 
Involvement in Certain Legal Proceedings
----------------------------------------

          Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting, the following activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction merchant,
                    associated person of any of the foregoing, or as an
                    investment adviser, underwriter, broker or dealer in
                    securities, or as an affiliated person, director or
                    employee of any investment company, bank, savings and
                    loan association or insurance company, or engaging in
                    or continuing any conduct or practice in connection
                    with such activity;

                  (ii)   Engaging in any type of business practice; or

                 (iii)   Engaging in any activity in connection with the
                         purchase or sale of any security or commodity or
                         in connection with any violation of federal or
                         state securities laws or federal commodities
                         laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any federal
               or state authority barring, suspending or otherwise limiting
               for more than 60 days the right of such person to engage in
               any activity described above under this Item, or to be
               associated with persons engaged in any such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to have
               violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently reversed,
               suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the judgment
               in such civil action or finding by the Commodity Futures
               Trading Commission has not been subsequently reversed,
               suspended or vacated.
          
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Form 3's were filed with the Securities and Exchange Commission on
September 11, 1998.  To the knowledge of management, all reports required to
be filed by members of management and others under Section 16(a) have been
timely filed.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation
-----------------

      The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
<TABLE> 
<CAPTION> 
                    SUMMARY COMPENSATION TABLE

                                                                  
                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-              
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-  
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n 
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>   <C>    <C>   <C>  <C>  

David C.
Merrell,    12/31/97    0     0     0     0      0     0   0
President,  12/31/98    0     0     0     0      0     0   0
V.P. and   
Director

Michael C.
Brown       12/31/97    0     0     0     0      0     0   0
Secretary/  12/31/98    0     0     0     0      0     0   0
Treasurer,  
Director

</TABLE>
      
          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1998 or 1997, or the period ending on
the date of this Report.  Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.  See the Summary
Compensation Table of this Item.

Compensation of Directors  
-------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

Termination of Employment and Change of Control Arrangement  
-----------------------------------------------------------

          There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company. 

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
-----------------------------------------------

      The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of December
31, 1998, and to the date hereof:

                                         Number and Percentage
                                   of Shares Beneficially Owned

Name and Address                        12/31/98           today            

Chiricahua Company                   1,177,088*  79.9%   1,177,088*  79.9%
9005 Cobble Canyon Ln.
Sandy, Utah  84093

          *   Chiricahua Company is a "doing business as" name of David C.
Merrell, the President and a director of the Company.  Chiricahua Company is
engaged in business consulting, particularly in the area of mergers and
acquisitions.  Mr. Merrell also owns 50,000 shares personally and Corie
Merrell, Mr. Merrell's wife, owns 50,000 shares, which are deemed to
be beneficially owned by Mr. Merrell, all of which are not included in the
above computation.

Security Ownership of Management.
---------------------------------

      The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1997 and 1998, and to the
date hereof:

                                   Number and Percentage
                               of Shares Beneficially Owned

Name and Address                        Then and now       

David C. Merrell (1)                  1,277,088   86.7%
9005 Cobble Canyon Lane
Sandy, Utah 84093

Michael C. Brown                         50,000    3.3%
4065 S. 510 E. No 1G
Salt Lake City, Utah 84017

          (1) Includes 1,177,088 shares of common stock of the Company owned
by Chiricahua Company, and 50,000 shares owned by Corie Merrell, Mr. Merrell's
wife.     
                                        
Changes in Control
------------------

         There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
  
Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

Transactions with Management and Others.  
---------------------------------------

          During the years ended December 31, 1998 and 1997, there have been
no material transactions between any director, executive officer, five percent
stockholder or promoter of the Company.

Item 13. Exhibits and Reports on Form 8-K.
-----------------------------------------                                      
                      
Reports on Form 8-K
-------------------
         None.
                                             Exhibit
Exhibits*                                    Number
                                                        
          (i)

          Financial Data Schedule              27
              
          (ii)                            Where Incorporated
                                            In This Report  

         10-SB Registration Statement         Item I **

            Initial Articles of Incorporation 
             dated July 26, 1983            

            By-laws
         
            Certificate of Amendment to 
             Articles of Incorporation dated 
             August 28, 1985 
             respecting name change

        10-SB-A1 Registration Statement      Item I**

        10-SB-A2 Registration Statement      Item I**

        10-SB-A3 Registration Statement      Item I**

      *   A summary of any Exhibit is modified in its entirety by reference
          to the actual Exhibit.

     **   These documents and related exhibits have previously been filed
          with the Securities and Exchange Commission and are incorporated
          herein by this 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.

                                         
                                   AMCI INTERNATIONAL, INC.
  
Date: 4/13/99                            By:/s/ David C. Merrell
     --------                                ------------------------   
                                             David C. Merrell, Director  
                                             and President 
  
Date: 4/14/99                            By: /s/ Michael C. Brown 
     --------                                ------------------------   
                                             Michael C. Brown, Director    
                                             Secretary/Treasurer

                                
          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                         
                                   AMCI INTERNATIONAL, INC.


Date: 4/13/99                            By:/s/David C. Merrell
     --------                                ------------------------   
                                             David C. Merrell, Director  
                                             and President 
  
Date: 4/14/99                            By: /s/ Michael C. Brown 
     --------                                ------------------------   
                                             Michael C. Brown, Director    
                                             Secretary/Treasurer