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

[X]        15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE  ACT  OF  1934
For  the  fiscal  year  ended:  1/31/98
OR
[ ]        15,  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES  EXCHANGE  ACT  OF  1934
For  the  transition  period  from  _____________  to  _______________
Commission  file  number:  0-25792

                   PRATT,  WYLCE  &  LORDS,  LTD.
         (Exact  name  of  registrant  as  specified  in  charter)

     Nevada                                                   84-1247085
(State  or  other  jurisdiction  of                        (I.R.S. Employer
  incorporation  or  organization)                        Identification No.)

10  Office  Park  Road,  Suite 222, Hilton Head Island, SC        29928
(Address of principal executive offices)                           (zip Code)

                   Registrant's  telephone  number,
                      including  area  code:
                         (803) 686-5590

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

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

Check  whether  the  issuer  (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 such shorter period that the registrant was  required
to  file  such  reports), and (2) has been subject to such filing requirements
for  at  least  the  past  90  days.          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  to Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  [X].

The  Corporation's  revenues  for  its  most recent fiscal year were $0.00.

As  of  January 31, 1998, five market makers maintained bids in the Company's
securities.  The  current  market  value  of the registrant's voting $.001 par
value common stock held by non-affiliates of the Registrant is approximately 
$798,507.

The  number  of shares outstanding of registrant's only class of common stock,
as  of  January  31,  1998  was  3,204,270 and at July 31, 1998 was 5,243,470
shares  of  its  $.001  par  value  common  stock.

No  documents  are  incorporated  into  the  text  by  reference.
Transitional  Small  Business  Disclosure  Format (check one):   
Yes        No        x

Exhibit  Index  is  located  on  Page 20.











<PAGE> 2
PART  I

ITEM  1.    DESCRIPTION  OF  BUSINESS.

     A.          Business  Development.       Pratt, Wylce & Lords, Ltd., (the
"Company")  was incorporated in the State of Florida on May 22, 1986 using the
name  Global  Wrestling  Alliance,  Inc.   The Company was authorized to issue
75,000,000  common  shares  at  $.0001  par  value.    The Company had limited
operations  from  1988  through 1990 and ceased operations at that time.   The
Company  experienced  a change in control and pursuant to a Board of Directors
meeting  and  subsequent  written consent of a majority of its shareholders on
May  31,  1993, the Company began operations of its present business under the
name  Pratt, Wylce & Lords, Ltd. and a One for One Hundred reverse stock split
was  effectuated.     The Company was reincorporated in the State of Nevada on
August  18,  1993.      Pursuant  to  the  Articles  of Merger, the Company is
authorized  to issue 75,000,000 common shares at $.001 par value and as of 
December 31, 1998 there were 3,204,270 common  shares  outstanding.

     B.    Business  of  Company.

General.      The  previous  business  objective of the Company was to provide
consulting  services  which  assist  the client company in becoming a publicly
traded  company.

During  January  1997,  the  Company determined that it was unable to complete
certain  of  its  consulting  projects  and  would  be  unable  to  accept new
consulting  clients  in  the  future.    The  Company  has negotiated contract
termination  agreements  with  all of its active clients which provide for the
immediate  discontinuance  of  consulting services.  The termination contracts
provide  that the Company retain as revenue all cash paid to date and that the
Company  return  all or a major portion on common stock issued to it by client
companies.

Since its cessation of financial consulting activities, the Company has carried 
out administrative functions and has begun liquidating its investment portfolio.
The  Company  is currently seeking new business activities unrelated to the 
provision of financial services.

Competition.   Any proposed business of the Company could be very competitive.  
The Company  will  encounter  competition  in  its chosen business who are 
already offering,  or  will in the future offer, the same or similar products 
services as those which may be offered by the Company. Entities with greater 
established financial resources and contacts than the Company may be competitor 
in the Company's chosen business industries.    They may develop marketing 
strategies that are competitive with or  superior  to  the  Company's  products 
and/or services or which can be marketed  more effectively.

Federal  and/or  State Regulation.   The Company is not subject to any federal
or state regulations regarding its services or proposed activities.   However,
the  Company files required reports under Section 12g of the Securities Act of
1934.    Additionally, the Company is subject to the requirements discussed
below as a Business  Development  Company.

Business  Development  Company.      In  July, 1995, the Company elected to be
treated  as  a  Business Development Company ("BDC") pursuant to Section 54 of
the  Investment  Company  Act of 1940 (the "1940 Act").   On October 21, 1980,
the  1940  Act  was  amended by a series of amendments which added sections 55
through  65.   These sections comprise the Small Business Investment Incentive
Act  of  1980  (the  "SMIIA").        For  purposes  of  the SMIIA, a business
development  company  is  defined  as  a  domestic closed-end company which is
operated  for  the  purpose  of  making certain types of investments and which
makes available significant managerial assistance to the companies in which it
invests.      Generally,  a  company  which elects to be treated as a business
development  company,  or  intends  within 90 days to so elect, is exempt from
certain  provisions  of  sections  1  through  53  of  the  1940  Act.

To  take  advantage  of these special regulatory provisions, a BDC must comply
with  sections  55  through  65  of  the  1940 Act, which require, among other
things,  that:
     a.     a majority of the BDC's directors must not be "interested persons"
as  defined  in  section  2(a)(19)  of  the  1940  Act;
     b.      A BDC is restricted in the kind of investments it can make, i.e.,
at  least  seventy  percent of the BDC's assets (excluding assets necessary to
maintain the business, such as office furniture) must consist of securities of
small,  developing business or financially troubled businesses and such liquid
assets  as  cash  or  cash  items,  Government  securities or short-term, high
quality  debt  securities;
     c.        A BDC must annually furnish to its shareholders a statement, in
such  form and manner as the Securities and Exchange Commission may prescribe,
about  the  risks  involved  in  investing  in  a BDC due to the nature of its
portfolio,  and;

     d.      A BDC must have a class of equity securities registered under the
1934  Act  or  have filed a registration statement under that section and must
comply  with the periodic reporting requirements under the 1934 Act, including
annual  reports,  quarterly  reports  and reports of certain material changes,
rather  than  with  those  in  section  30  of  the  1940  Act.




<PAGE> 3

Due  to the change in the business of the Company, the Company shall elect not
to  be  treated  as  a  BDC  as  soon  as  practicable

Employees.   The Company has two full time employees and no part time employees.
The  Company  shall  employ  additional  individuals as required.

Seasonal  Nature  of  Business Activities.   The Company's business activities
are  not  seasonal.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

The Company currently occupies an office facility of 400 square feet.   It has
a  month  to  month  lease  term with a monthly lease payment of $533.25.


ITEM  3.    LEGAL  PROCEEDINGS.

The  Company  knows  of no material pending or threatened legal proceedings to
which  the  Company  and  its  subsidiary  is  a  party or of which any of its
properties  is subject, and no such proceedings are known to the Company to be
contemplated  by  governmental  authorities.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

During  the  fourth  quarter  of  the  fiscal  year ended January 31, 1998, no
matters  were  submitted  to a vote of the Company's security holders, through
the  solicitation  of  proxies.









<PAGE> 4

PART  II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded in the over-the-counter market and listed
on  the  OTC  Bulletin  Board  under  the  symbol  "PWLS".

The  following  table  sets forth the range of high and low bid quotations for
the  Company's common stock for each quarter of the last two fiscal years, as
reported  by  the  OTC Bulletin Board.   The Company's market makers are Parago 
Capital Corp., Olsen Payne Company, Sharpe Capital, Inc., Wien Securities Corp. 
and North American Institutional Brokers.The  quotations represent inter-dealer 
prices without  retail  markup,  markdown  or  commission, and  may  not 
necessarily represent  actual  transactions.

<TABLE>
<CAPTION>
     Quarter  Ended                              High  Bid          Low  Bid
          <S>                                      <C>               <C>

         4/30/96                                3  5/16                  2 3/4
         7/31/96                                 3  3/4                 3 5/16  
        10/31/96                                 1  3/4                  1 5/8
         1/31/97                                    3/8                    3/8
         4/31/97                                   3/16                    3/8
         7/31/97                                   3/16                  17/32
        10/31/97                                   5/16                   7/16
         1/31/98                                   5/16                    7/8

</TABLE>     

The Company's common stock commenced trading on the over-the-counter market in
February,  1994.  Prior to that time, there was no market for the securities
of  the  Company.

The  Company  has  never  paid  any cash dividends nor does it intend, at this
time,  to  make  any  cash  distributions  to the Registrant's shareholders as
dividends  in  the  near  future.

As  of  January  31, 1998, the number of holders of Company's common stock was
950.

ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

Trends  and Uncertainties.   Due to its change in business, the Company can no
longer  operate on revenues from its consulting fee income.   The Company will
have  to  seek  equity  or  debt  financing to commence operations again.  The
Company  has  tried  to limit its general and administrative expenses now that
its operations have ceased.

Capital  Resources  and  Source  of Liquidity.

The Company can meet its short term cash flow needs  from  the  sale  of 
investment securities ($173,114 for the year ended January  31,  1998), 
advances of $86,819 from Timothy Miles, a principal shareholder  and  the  
proceeds  of $85,961 received from a private placement  of  its  common shares  
to  supplement its  cash  flow  needs.   In  the  long  term,  the  Company  
shall  utilize  the sale of its investment  securities to meet its cash flow 
needs until the Company can implement its new business  plan.

Going  Concern.      The  Company  is  not  currently delinquent on any of its
obligations  even  though  the Company has ceased to generate revenue from its
consulting  services.

For  the  year  ended January 31, 1998, the Company received proceeds from the 
sale of investments of $173,114.  The Company made advances to an affiliate of 
$56,100 and purchased fixed assets for $1,000 resulting in net cash provided by 
investing activities of $116,014 for the year ended January 31, 1998. 

For the year ended January 31, 1997, the Company purchased fixed assets for its 
office  valued  at  $875  and  received proceeds from investment sales of
$563,646 resulting in net cash used in investing activities for the year ended
January  31,  1997  of  $562,771.

During the year ended January 31, 1998, the Company received net cash proceeds 
of $85,961 from the sale of its common stock and received advances from a 
shareholder of $86,819.    This resulted in net cash provided by financing 
activities of $172,780 for the year ended January 31, 1998.

During the year ended January 31, 1997, the Company received net cash proceeds
of  $185,750 from the sale of its common stock in a private placement pursuant
to Regulation D of the Securities Act of 1933.   These efforts resulted in net
cash  provided  by financing activities of $185,750 for the year ended January
31,  1997.




<PAGE>5

Results  of  Operations:

For  the  year  ended  January 31, 1998 compared to the year ended January 31,
1997.   The Company has a net loss of $440,729 for the year ended January 31, 
1998 compared to a net loss of $128,l603 for the year ended January 31, 1997.   
The Company received total revenue of $0.00 for the year ended January 31, 1998 
company to $685,512 (fee income of $679,955 and interest income of $5,557) for 
the year ended January 31, 1997. This significant decrease was due to the 
cessation of providing any consulting services to client companies due to the 
delays client  companies  were  experiencing  in  obtaining  effective  
registration statements  and,  as  such, the Company's abilities to move forward
with other client  companies.    General and administrative expense decreased 
from $1,486,122 to $217,052 for  the  year  ended  January  31,  1998.     The 
decrease is directly attributed  to the cessation of consulting for client 
companies.   General and administrative expenses are composed primarily  of 
salaries  and  wages  ($39,200), professional  fees  ($81,419), telephone 
charges ($10,856),  travel  expenses  ($25,048), advertising and promotion 
($3,565), printing ($3,387), postage and freight $(3,874), payroll taxes 
($44,321) and other costs ($5,382).  

Depreciation was $1,343 for the year ended January 31, 1998 compared  to 
$3,699 in 1997.   The investment stock received for services was decreased 
dramatically from $421,825 in 1997 to $0.00 in 1998 due to decision not to move 
forward with new  clients in light of the delays in client  companies receiving 
effective  registration statements.  Additionally, the  Company realized a 
$20,797 gain from the sale of its investments for the year ended January 31, 
1998 compared to a $540,221 gain from the sale of its investments for the year 
ended January 31, 1997.   This  was  due  to  the increased liquidity of the 
Company's client companies stock  in  National Sorbents, Inc., Gaming  Venture  
Corp., U.S.A. and  Level Best Golf, Inc. and the Company's  need for  additional
cash flow.   The Company had an unrealized  investment depreciation of $244,474 
for 1998 compared to an unrealized investment appreciation of $445,636 for the 
year ended January 31, 1997 due to the writedown of the client companies 
investments. The  Company abandoned fixed assets valued at $6,868 for the year 
ended January 31, 1997 but none for the year ended January 31, 1998.   The 
Company distributed free trading investment shares of its client companies for 
services in 1997 valued  at $395,156 but did not distribute any investment 
shares of its client companies in 1998.  Accounts and notes  receivable  
decreased  $1,100 in 1998 compared to $3,900 in 1997 Accounts payable decreased 
$97,600 for the year ended January 31, 1998 compared to an increase by $156,215 
for the year ended January 31, 1997 due  to  cessation of consulting to client 
companies.   Deferred revenue decreased $1,180,058 for the year ended  January 
31, 1997 compared to none for the year ended January  31,  1998.   The decreased
amounts in 1997 were due the Company's decision to decrease the number of client
companies until current client companies had effective registration statements. 
The provision for income taxes was $(212,270) for the year ended January 31, 
1997 compared to $0.00 for the year ended January 31, 1998 due to decreased 
revenues and increased general and administrative costs as a result of cessation
of operations.   Dividends payable decreased by $243,839 in 1997 due to the 
Company's decision not to contract with additional client companies until 
current client companies needs were met.  No dividends were paid in the year 
ended January 31, 1998.   Net cash used in operating activities was $298,209 for
the year ended January 31, 1998 compared to net cash used in operating 
activities of $827,980 for the year ended January 31, 1997.

For  the  year  ended  January 31, 1997 compared to the year ended January 31,
1996.   The Company received total revenue of $685,512 (fee income of $679,955
and interest income of $5,557) for the year ended January 31, 1997 compared to
$1,305,938  (fee  income  of $1,303,509 and interest income of $2,429) for the
year ended January 31, 1996.   This significant decrease was due to the delays
client  companies  were  experiencing  in  obtaining  effective  registration
statements  and,  as  such, the Company's abilities to move forward with other
client  companies.  General and administrative expense increased from $481,370
to  $1,486,122  for  the  year  ended  January  31,  1997.     The increase is
attributed  to  expanded  efforts  to generate new business and to service the
needs  of  an increased number of client companies.   The increase is composed
primarily  of  larger  amounts  incurred  for  salaries  and  wages  ($592,510),
professional  fees  ($91,073), telephone charges ($28,189),  travel  expenses  
($42,477), advertising and promotion of $246,592), consulting fees ($200,000)
printing ($68,294), postage and freight $(19,482), payroll taxes ($24,705) and 
other  costs ($172,800).  The Company experienced a net decrease in net assets
resulting  from  operations  of  (128,603) for the year ended January 31, 1997
compared  to a net increase in net assets resulting from operations in 1996 of
$339,379.   The net decrease is mainly due to delay in the registration of 
its client  companies filings and the large increase in general and 
administrative costs  associated  with  attempts to market the securities of 
Level Best Golf, Inc.  and  Gaming  Venture,  Inc.   Depreciation was $3,699 
for the year ended January  31,  1996  compared  to $2,584 in 1996.   The 
investment received for services was decreased dramatically by $421,825 
compared to $1,641,000 in 1996 due to decision not to move forward with new 
clients in light of the delays in client  companies  receiving effective 
registration statements.  Additionally, the  Company realized a $540,221 gain 
from the sale of its investments for the year  ended  January 31, 1997 and 
$82,879 for the year ended January 31, 1996.  This  was  due  to  the  
increased liquidity of the Company's client companies stock  in  Gaming  
Venture  Corp.,  U.S.A.  and  Level Best Golf, Inc. and the Company's  need  
for  additional  cash  flow.   The Company had an increase in unrealized  
investment appreciation of $445,636 for the year ended January 31, 1997  and 
a decrease in unrealized investment appreciation of $366,084 for the year  
ended  January 31, 1996 due to the writedown of the Sports Legends, Inc.

<PAGE>6

investment.  The  Company abandoned fixed assets valued at $6,868.   The
Company distributed free trading investment shares of its client companies 
for services  in  1997  valued  at $395,156 compared to $9,947 in 1996. 
Accounts and notes  receivable  decreased  $3,900 in 1997 compared to a 
decrease in 1996 of $7,545.  The  1996  decrease reflects the collection of 
non-recurring advances during  1996.   The Company does not usually record 
amounts receivable for its services to clients as these services are paid for 
in advance by cash deposits and  the  issuance of common stock.   Such 
amounts are carried in the deferred revenue  account  until earned by the 
Company.   Accounts payable increased by $156,215 for the year ended January 
31, 1997 compared to an increase of $3,536 for  the  year  ended  January  
31,  1996  due  to  increased costs related to services performed on behalf 
of its client companies.   Deferred revenue decreased $1,180,058 for the year
ended  January 31, 1997 compared to an increase of $609,166 for the year 
ended January  31,  1996.   The decreased amounts in 1997 were due the 
Company's decision to decrease the number of client companies until current 
client companies had effective registration statements.   The increased 
amounts in 1996 were due to increased operations and entering into consulting 
agreements with additional client companies.  The provision for income taxes 
was $(212,270) for the year ended January 31, 1997 compared to $201,895 due 
to decreased revenues and increased general and administrative costs as a 
result of decreased operations.   Dividends payable decreased by $243,839 in 
1997 due to the Company's decision not to contract with additional client 
companies until current client companies needs were met.  Net cash used in
operating activities was $827,980 for the year ended January 31, 1997 
compared to net cash used in operating activities of $112,980 for the year 
ended January 31, 1996.

Plan of Operation.   During January 1997, the Company determined that it was
unable to complete certain of its consulting projects and would be unable to
accept new consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services.  The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.

Since its cessation of financial consulting activities, the Company has carried 
out administrative functions and has begun liquidating its investment portfolio.
The  Company  is currently seeking new business activities unrelated to the 
provision of financial services.










<PAGE> 7

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements




INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Pratt, Wylce & Lords, Ltd. 

We have audited the balance sheet of Pratt, Wylce & Lords, Ltd. as of 
January 31, 1998, and the related statements of operations, changes in net 
assets, and cash flows for each of the two years then ended.  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 Pratt, Wylce & Lords, 
Ltd. as of January 31, 1998, and the results of its operations, changes in 
net assets and cash flows for each of the two years then ended, in 
conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, investment securities 
not readily marketable amounting to $1,988,815 as of January 31, 1997, have 
been valued at fair value as determined by the Board of Directors.  We have 
reviewed the procedures applied by the directors in valuing such securities 
and investments and have inspected underlying documentation, and in the 
circumstances, we believe the procedures are reasonable and the 
documentation appropriate.  However, because of the inherent uncertainty of 
valuation, the Board of Directors' estimate of fair values may differ 
significantly from the values that would have been used had a ready market 
existed for the securities, and the difference could be material.



        			             James E. Scheifley & Associates, P.C.
                          		    Certified Public Accountants
Denver, Colorado
June 19, 1998






<PAGE>8

            Pratt, Wylce & Lords, Ltd.
                  Balance Sheet
                 January 31, 1998
<TABLE>
<CAPTION>
                      ASSETS
<S>                                                             <C>
Investments at market or fair value:
  Investments in common stocks                               $   279,238

Cash                                                               1,528
Advances to affiliate                                             54,100
Property and equipment, at cost, net of
  accumulated depreciation of $3,212                               3,946
                                                              ----------
                                                                 338,812

                   LIABILITIES
Accounts payable                                                  21,657
Accrued expenses                                                   1,749
Payroll taxes payable                                             40,900
Advances from shareholder                                         86,819
                                                              ----------
                                                                 151,125
                                                              ----------
                                                             $   187,687
                                                             ===========
                    NET ASSETS
Common stock, $.001 par value,
 75,000,000 shares authorized,
 3,204,270 shares issued and outstanding                     $     3,255
Additional paid-in capital                                       555,041
Undistributed operating income and investment
  gains (losses):
Accumulated operating losses                                    (400,532)
Unrealized accumulated appreciation
  of investments                                                  29,923
                                                              ----------
                                                                (370,609)
                                                              ----------
Net assets applicable to outstanding common
  shares (equivalent to $.06 per share, based
  on outstanding common shares of 3,204,270)                 $   187,687
                                                             ===========
</TABLE>

See accompanying notes to financial statements.






<PAGE>9

                  Pratt, Wylce & Lords, Ltd.
                   Statements of Operations
             Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
                                                     1998             1997
<S>                                                  <C>               <C>
Revenues:
  Fee income                                  $       -        $     679,955
  Interest and dividend income                        -                5,557
                                                -----------      -----------
                                                      -              685,512
Costs and expenses:
  General and administrative                        217,052        1,486,122
  Losses on contract cancellations                                   307,250
  Interest expense                                                     6,600
                                                -----------      -----------
                                                    217,052        1,799,972
                                                -----------      -----------
Income from operations before
  before income taxes                              (217,052)      (1,114,460)
Income (taxes) benefit                              (76,050)         335,191
                                                -----------      -----------
Income from operations                             (293,102)        (779,269)

Realized gain (loss) on investments                  20,797          540,221
Income (taxes)                                       (7,071)        (183,675)
                                                -----------      -----------
                                                     13,726          356,546
Increase (decrease) in unrealized
  appreciation of investments                      (244,474)         445,636
Income (taxes) benefit                               83,121         (151,516)
                                                -----------      -----------
                                                   (161,353)         294,120
Net increase (decrease) in net assets
  resulting from operations                   $    (440,729)   $    (128,603)
                                                ===========      ===========


Basic (loss) per share:
  Net (loss) from operations                  $       (0.11)   $       (0.28)
  Net realized gains on investments                    0.0              0.13
  Net unrealized gains (losses) on investments        (0.0)             0.11
                                                -----------      -----------
  Net (loss)                                  $       (0.16)   $       (0.05)
                                                ===========      ===========

 Weighted average shares outstanding              2,777,904        2,777,904
                                                ===========      ===========
</TABLE>



       See accompanying notes to financial statements.






<PAGE>10

                    Pratt, Wylce & Lords, Ltd.
                Statements of Changes in Net Assets
               Years Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
                                                1998              1997
<S>                                              <C>                <C>

Net income from operations                $   (293,102)    $    (779,269)
Realized gain (loss) from investment            13,726           356,546
Net increase (decrease) in unrealized
 appreciation of investments                  (161,353)          294,120
                                          ------------      ------------
Net increase in net assets
  resulting from operations                   (440,729)        (128,603)
                                          ------------     ------------

Capital share transactions:
   Private sales of common stock                85,961          223,250
   Common stock issued for services             14,000
   Unpaid stock subscription                                    (31,500)
   Payment of stock subscription                31,500
   Cancellation of dividends                                    452,161
                                          ------------     ------------
Total capital share transactions               131,461          643,911
                                          ------------     ------------

Increase (decrease) in net assets             (309,268)         515,308

Net assets at beginning of period              496,955          (18,353)
                                          ------------     ------------
Net assets end of period                $      187,687    $     496,955
                                          ============     ============

</TABLE>
 


See accompanying notes to financial statements.






<PAGE>11

                        Pratt, Wylce & Lords, Ltd.
                         Statements of Cash Flows
                  Years Ended January 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                              1998              1997
<S>                                                             <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                       $  (440,729)     $   (128,603)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                 1,343             3,699
   Investment stock received for services                                      (421,825)
   Unrealized (appreciation) depreciation on investments      244,474          (445,636)
   Gain from sale of investments                              (20,797)         (540,221)
   Abandonment of fixed assets                                                    6,868
   Common stock issued for services                            14,000
   Investment stock paid for services                                           395,156
Changes in assets and liabilities:
    (Increase) decrease in:
      Accounts and notes receivable                             1,100             3,900
    (Decrease) increase in:
      Accounts payable                                        (97,600)          156,215
      Accrued expenses                                                        1,778,634
      Deferred revenue                                                       (1,180,058)
      Dividends payable                                                        (243,839)
      Deferred income taxes                                                    (212,270)
                                                          -----------       -----------
       Total adjustments                                      142,520          (699,377)
                                                          -----------       -----------
  Net cash provided by (used in)
   operating activities                                      (298,209)         (827,980)
                                                          -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of investments                          173,114           563,646
   Advances to affiliate                                      (56,100)
   Purchase of fixed assets                                    (1,000)             (875)
                                                          -----------       -----------
Net cash provided by (used in) investing activities           116,014           562,771
                                                          -----------       -----------

Cash flows from financing activities:
   Common stock sold for cash                                  85,961           185,750
   Advances from shareholder                                   86,819              -
                                                          -----------       -----------
  Net cash provided by (used in)
   financing activities                                       172,780           185,750
                                                          -----------       -----------
Increase (decrease) in cash                                    (9,415)          (79,459)

Cash, beginning of period                                      10,943            90,402
                                                          -----------       -----------
Cash, end of period                                      $      1,528      $     10,943
                                                          ===========       ===========
</TABLE>

             See accompanying notes to financial statements.





<PAGE>12

                    Pratt, Wylce & Lords, Ltd.
                     Statements of Cash Flows
              Years Ended January 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                     1998              1997
<S>                                                    <C>              <C> 

Amounts paid for:
    Income taxes                                  $     -         $      -
    Interest                                      $     -         $     6,600


Supplemental disclosure of non-cash investing
 and financing:
    Investment in common stocks received for
      services provided                            $    -          $ 1,821,316
    Dividend in kind to stockholders               $    -          $   243,839
    Investment stock paid for services             $    -          $   395,156
    Payment of stock subscription with securities  $   31,500      $      -
    Return of equity securities to issuers         $1,868,816      $      -


</TABLE>



  



         See accompanying notes to financial statements.








<PAGE>13

Pratt, Wylce & Lords, Ltd. 
Notes to Financial Statements 
 
Note 1.  Summary of significant accounting policies.

Organization
The Company was incorporated in the State of Florida on May 22, 1986.  The 
Company had limited operations from 1988 through 1990 and ceased operations 
at that time.  The Company experienced a change in control and began 
operations of its present business as of May 31, 1993.  The Company was 
reincorporated in the State of Nevada on August 18, 1993.  

The Company was in the business of providing financial consulting services 
for corporate clients.  As compensation for these services, the Company 
received both cash and common stock of the companies to which it provided 
its services.  The Company had elected to be treated as a Business 
Development Company pursuant to Section 54 of the Investment Company Act of 
1940. 

During January 1997, the Company determined that it was unable to complete 
certain of its consulting projects and would be unable to accept new 
consulting clients in the future.  The Company has negotiated contract 
termination agreements with all of its active clients which provide for the 
immediate discontinuance of consulting services.  The termination contracts 
provide that the Company retain as revenue all cash paid to date and that 
the Company return all or a major portion on common stock issued to it by 
client companies.  Since its cessation of financial consulting activities 
during January 1997 the Company has carried out administrative functions and 
has begun liquidating its investment portfolio.  The Company is currently 
seeking new business activities unrelated to the provision of financial 
services.

Securities valuation
Investments in unrestricted securities that are traded in the over-the-
counter market are generally valued at the closing bid price on the last day 
of the year.  Restricted securities and securities for which no public 
market exist are valued at fair value as determined by the Board of 
Directors.  These securities are initially valued at the price per share 
provided for in the client company's private sale of its securities.  
Periodic adjustments to the initial fair value are made when deemed 
appropriate by the directors based upon intervening events or circumstances 
that would have a material effect on the Company's ability liquidate the 
securities.  Such intervening events and circumstances would include among 
others material changes in the client's financial position and results of 
operations, doubts about the client's ability to continue as a going 
concern, a petition in bankruptcy, the discovery of a material legal or 
environmental claim, more recent sales of non-trading securities or the 
abandonment of plans to complete a registration of the securities for public 
sale.

Cash and cash equivalents 
For purposes of the statement of cash flows, the Company considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.  The Company had no cash equivalents during the 
periods presented.


Furniture and equipment 
Furniture and equipment are stated at cost.  Depreciation is provided for by 
the straight-line method over estimated useful lives as follows: 
              Equipment                        5 years 

Revenue
Revenue from the sale of investments is recorded on settlement dates as 
determined by independent brokers and dealers in securities. The use of 
trade dates for determination of such revenue would not have a material 
effect on reported amounts. 

Income taxes 
Deferred taxes are provided to reflect the income tax effects of amounts 
included for financial statement purposes in different periods than for tax 
purposes, principally unrealized appreciation of investments and the 
valuation of securities received as revenue, the constructive receipt of 
which for income tax purposes precedes the establishment of fair value under 
generally accepted accounting principles. Valuation of the securities for 
income tax purposes is based on fair value at the date the shares are issued 
to the Company, which is generally one to three months prior to the private 
sale of stock by the client company.

Per share amounts 
In February 1997, the Financial Accounting Standards Board ("FASB") 
issued SFAS No. 128, "Earnings Per Share." SFAS No. 128 supersedes and 
simplifies the existing computational guidelines under Accounting 
Principles Board ("APB") Opinion No. 15, "Earnings Per Share."





<PAGE>14

The statement is effective for financial statements issued for periods 
ending after December 15, 1997.  Among other changes, SFAS No. 128 
eliminates the presentation of primary earnings per share and replaces it 
with basic earnings per share for which common stock equivalents are not 
considered in the computation.  It also revises the computation of 
diluted earnings per share.  The Company has adopted SFAS No. 128 and 
there is no material impact to the Company's earnings per share, 
financial condition, or results of operations.  The Company's earnings 
per share have been restated for all periods presented to be consistent 
with SFAS No. 128.

The basic loss per share is computed by dividing the net loss for the 
period by the weighted average number of common shares outstanding for 
the period.  Loss per share is unchanged on a diluted basis since the 
assumed exercise of common stock equivalents would have an anti-dilutive 
effect.

Concentration of credit risk
Financial instruments that potentially subject the Company to a 
concentration of credit risk consist principally of cash and investments in 
client company common stocks.  During the year the Company did not maintain 
cash deposits at financial institutions in excess of the $100,000 limit 
covered by the Federal Deposit Insurance Corporation. Client company common 
stocks are generally thinly traded new issues traded in the over-the-counter 
market or securities for which no market exists. 

Attempts by the Company or others to sell substantial positions in these 
securities could have material negative effects on quoted market prices and 
the resulting fair value of the securities.

Estimates
The preparation of the Company's financial statements requires management to 
make estimates and assumptions that affect the amounts reported in the 
financial statements and accompanying notes.  Actual results could differ 
from these estimates.  Management estimates the fair value of its 
investments in securities for which no public market exists based on the 
factors mentioned above.  It is reasonably possible that changes may occur 
in the near future with respect to client company activities that would 
require adjustment of the fair value of these securities. 

Note 2.  Investments

Common stock of client companies is issued to the Company as payment for its 
services and is recorded as revenue ratably over the term of the consulting 
contract.  As indicated in Note 1, the Company has completed termination 
agreements with all of its consulting clients.  


At January 31, 1998 the Company had investments in listed common equity 
securities as follows:
                                                                            
                                                     Historical    Fair
                                           Shares      Cost       Value 
Free trading shares:
Level Best Golf, Inc.                       3,500    $  5,250   $   -
National Sorbents, Inc.                   176,000     264,000     33,088
First Nordic (formerly Sherman Goelz)      55,000       5,000       -       
                                                     --------   --------
                                                     $274,250   $ 33,088

Restricted shares:
Coronado Industries, Inc.                100,000    $ 60,000   $ 87,500

Fair value of securities as of January 31, 1998 was determined by reference 
to prices quoted on the NASDAQ OTC Bulletin Board.

The shares of National Sorbents, Inc. were issued to the Company during 
November 1995.  At January 31, 1997, the Board of Directors determined that 
intervening events and circumstances had arisen that would require 
adjustment of the fair value of these securities as of January 31, 1997 to 
zero value.  Specifically, the company has suffered significant 
deterioration of financial position and results of operations and has halted 
its efforts to register its securities for public sale.  During the year 
ended January 31, 1998, this client company was able to establish limited 
trading of its securities in the over the counter market.


At January 31, 1998 the Company had investments in  common equity securities 
for which no public market exists as follows:
                                          Historical       Fair
                                 Shares      Cost          Value  
Rubicon Sports, Inc.              25,000    $  37,500    $  62,500
Immune Technologies, Inc.         10,000       15,000       15,000
Players Network                   25,000       37,500       37,500
Casinovations Incorporated        29,100       43,650       43,650
                                           ----------    ----------
                                           $  133,650    $  158,650



<PAGE>15

Other securities for which no public market exists as of January 31, 1998 
were valued at their initial fair value, which in all cases amounted to 
$1.50 per share except for Rubicon Sports, Inc which has commenced a private 
offering of its securities at $2.50 per share.  No intervening events or 
circumstances occurred subject to the initial valuation of these securities 
that would require an adjustment to their valuation as of January 31, 1997.

The Company owns less than 15% of outstanding common stock of its client 
companies.

During the year ended January 31, 1997, the Company completed the following
transactions with respect to its portfolio of listed securities:

Sales for cash
                                 Shares      Proceeds      Gain
Applied Cellular Technologies    11,502     $ 52,674      $  5,516
Gaming Ventures, Inc.            45,500     $158,290      $ 90,040
Level Best Golf                  95,500     $352,682      $209,432

Distribution for services
                                 Shares      Proceeds      Gain
Applied Cellular Technologies     5,843     $ 23,919      $   -
Gaming Ventures, Inc.            62,500     $248,437      $155,777
Level Best Golf                  28,896     $122,800      $ 79,456

Distribution as dividends
                                 Shares       Cost
Gaming Ventures, Inc.            63,556     $ 95,334
Level Best Golf                  99,003     $148,505

During the year ended January 31, 1998, the Company completed the following
transactions with respect to its portfolio of listed securities:

Sales for cash
                                 Shares      Proceeds    Gain (Loss)
National Sorbents, Inc.          40,000     $  7,520      $(52,480)
Gaming Ventures, Inc.            13,444     $ 32,988      $ 12,822
Level Best Golf                  48,101     $132,606      $ 60,455



Note 3.  Furniture and equipment

Furniture and equipment consists of the following at January 31, 1998:

  Office equipment                                $  7,158
  Less accumulated depreciation                     (3,212)
                                                  --------
                                                  $  3,946

Depreciation expense charged to operations was $1,343 and $3,699 during the 
years ended January 31, 1998 and 1997 respectively.

In connection with the termination of its consulting contracts at January 
31, 1997 as discussed in Note 1, the Company ceased operations in its 
Denver, CO office and transferred $12,773 (net book value of $6,867) of 
office equipment to a former employee in exchange for cash of $1,100.  The 
Company recorded $5,767 of compensation expense in connection with the 
transfer of assets.

Note 4.  Capital share transactions

During the period covered by these financial statements the Company issued 
shares of common stock without registration under the Securities Act of 
1933. Although the Company believes that the sales did not involve a public 
offering of its securities and that the Company did comply with the "safe 
harbor" exceptions from registration under section 4(2), it could still be 
liable for recession of the sales if such exceptions were found not to 
apply.  The Company has not received a request for rescission of shares 
nor does it believe that it is probable that its shareholders would 
pursue rescission nor prevail if such action were undertaken

During the year ended January 31, 1997 the Company issued 161,950 shares of 
its common stock to a limited investor group for cash aggregating $185,750 
and issued 150,000 shares of common stock for the exercise of common stock 
options valued at $39,000 of which $31,500 remained unpaid at January 31, 
1997

During the year ended January 31, 1998 the Company issued 329,674 shares of 
its common stock to a limited investor group for cash aggregating $85,961.
Additionally, the Company issued 50,000 shares of its common stock valued at 
$.25 per share for services provided to the Company.





<PAGE>16

Note 5.  Commitments

During the year ended January 31, 1996, the Company negotiated an 
operating lease for executive office space.  The initial term of the 
lease has expired and the Company occupies the offices on a month to 
month basis.

Rent expense amounted to $5,590 and $14,338 for the years ended January 
31, 1998 and 1997, respectively.


Note 6. Income taxes

Deferred income taxes may arise from temporary differences resulting from 
income and expense items reported for financial accounting and tax 
purposes in different periods.  Deferred taxes are classified as current 
or non-current, depending on the classification of assets and liabilities 
to which they relate.  Deferred taxes arising from temporary differences 
that are not related to an asset or liability are classified as current 
or non-current depending on the periods in which the temporary 
differences are expected to reverse.  The deferred tax asset resulting 
from the operating loss carryforward described below has been fully 
reserved.

The Company currently has net tax operating loss carryforwards 
aggregating approximately $698,000 which expire beginning in 2008. The 
principal difference between the Company's book operating losses and 
income tax operating losses results from recognition of unrealized gains 
or losses on securities owned for financial statement purposes.


Note 7.  Sales to major customers

During the year ended January 31, 1997, the Company recorded revenue for 
services provided to client companies that comprise greater than 10% of 
total revenues as follows:

Level Best Golf, Inc.                       $ 68,642
Trinity Works, Inc.                         $ 73,252
Casinovations, Inc.                         $ 82,500
Immune Technologies, Inc.                   $ 90,000

	
Note 8. Stock option plan

During 1995, the Company adopted the 1995 Non-Statutory Stock Option Plan 
which provides for granting to the Company's officers, directors, 
employees and certain other individuals who consult with or advise the 
Company, options to acquire up to 750,000 shares of the Company's common 
stock.  The shares issuable under the 1995 plan are at a price not less 
than 85% of the fair market value of the stock on the date of grant.  The 
exercise periods of the options are not to exceed ten years.  No options 
have been granted pursuant to the plan as of January 31, 1998.

Note 9.  Related Party Transactions

During the year ended January 31, 1998, the Company's former president who is 
currently a major shareholder of the Company made working capital advances to 
the Company of $86,819.

Note 10. Subsequent event

During the year ended January 31, 1998, the Company made working capital 
advances to Immune Technologies, Inc. (Immune), a former client company, 
amounting to $54,100. The business of Immune consists of research and 
development and marketing of products based on new technology for the 
prevention and related therapy of infectious diseases in animals. 

Subsequent to January 31, 1998 the Company entered into a purchase and sale 
agreement with Immune whereby the Company would purchase certain assets of 
Immune consisting primarily of accounts receivable, furniture, equipment and 
intangible assets.  The purchase price paid consists of 2,000,000 shares of 
the Company's common stock and the cash advances made.
 

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Neither during the twenty-four months prior to the date of the Company's
financial statements included herein nor in any subsequent period thereafter
did the Company file a Form 8-K with the Securities and Exchange Commission
reporting a change of accountants involving a disagreement of any matter of
accounting principles or practices of financial statement disclosure.








<PAGE>17

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors.  The following persons listed below have been retained to
provide services as director until the qualification and election of his
successor. All holders of Common Stock will have the right to vote for Directors
of the Company.  The Board of Directors has primary responsibility for adopting 
and reviewing implementation of the business plan of the Company, supervising 
the development business plan, review of the officers' performance of specific
business functions.  The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Company.    Directors receive no compensation or fees for their services
rendered in such capacity.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
<S>                                  <C>             <C>
L. Alan Schafler, age 59     President/Treasurer   June 1997                         
                                 Director          to present

MaryEllen Miles, age 36          Secretary         May 1993 
                                                   to present

Erich Schmid, age 52             Director         November, 1997
                                                   to present

James Yanai, age 59              Director         November, 1997
                                                   to present
</TABLE>


Resumes:

L. Alan Schafler.   Mr. Schafler has been President, Treasurer and a Director of
the Company since June 1997.   Mr. Schafler has been the president of Alan 
Schafler & Associates for the last five years.  From 1974 to present, Mr. 
Schafler has been a management consultant providing strategic planning and 
problem solving resource in a wide range of corporate disciplines.  Mr. 
Schafler's specialty is the review and appropriate realignment of integrated 
corporate functions to maximize the growth and profitability of the business 
enterprise.    Mr. Schafler obtained a B.B.A. degree in accounting from 
Hofstra University in 1957 and an MBA in Finance/Management from New York 
University Graduate School of Business in 1959.   Mr. Schafler has attended 
continuing financial/management post MBA studies and seminars at New York 
University Graduate School of Business.   Mr. Schafler has been an instructor 
and advisor for Management Decision Laboratory at the NYU Graduate School of 
Business. and attended and instructed programming and systems courses at the 
Systems Research Institute.

MaryEllen Miles.   Mrs. Miles is currently Secretary for the Company.   Mrs. 
Miles worked full time as a foster care provider for Clear Creek County and was 
the President of Clear Creek Foster Parents Association from January, 1995 to 
January, 1996.   From 1988 to 1991, she worked as a legal assistant at 
Rothgerber, Appel, Powers & Johnson.   Mrs. Miles is certified as a Paralegal 
through the Denver Paralegal Institute.   From 1986 to 1987, Mrs. Miles worked 
as an Officer Manager for Lifespring, Inc., a corporation which conducts 
personal growth seminars in San Rafael, California. From 1984 to 1986, she 
worked as a Sale Administrator for J-Tron, Inc. in San Jose, California.

James Yanai.   Mr. Yanai is currently a Director of the Company.  He has worked 
as a buyer for Delta Floral Distributors for the last five years.

Erich K. Schmid.   From 1994 to present, Mr. Schmid has been President of 
Business Intermediary Services, Ltd., a business brokerage firm he co-founded 
specializing in middle-market transactions.  Mr. Schmid has also been a Director
of Redneck Foods, Inc., a restaurant company from January 31, 1997.   From 1985 
to 1994, Mr. Schmid  was a Vice President with New South Business Ventures, Inc.
and its predecessor T.C. Wilkinson, Jr. & Associates, Inc., general business
brokerage firms.   He is a member of the International Business Brokers 
Association, Inc. and is a Certified Business Intermediary.   Mr. Schmid 
earned a Bachelor of Science in industrial management and a Master of Science 
in management from the University of Akron in 1971 and 1996, respectively.   

Conflicts of Interest.   The Corporation will be subject to various conflicts
of interest between the Corporation and its Affiliates.  Since the executive
officers and directors will control the daily operations of the Corporation
and its Affiliates, there may be occasions when the interests of the
Corporation's Affiliates may be inconsistent with the interests of the
Corporation.  The risk exists that such conflicts will not be resolved in the
best interest of the Corporation.

Allocation of Management Time.  The Corporation will rely on its sole
officer to manage the Corporation's business operations.  Currently Mr.
Alan Schafler is controlling the operations of the Corporation.  Mr. Schafler




<PAGE> 18

currently devotes all of his time for the operation of the Corporation.
Mrs. Miles currently devotes approximately less than 5% of her time for the
operation of the Corporation and will devote as much of her time to the
business of the Corporation as in her judgment is reasonably necessary to
operate the Corporation in a profitable manner.  As such, and until all of
their positions become "full time," there will be conflicts of interest in
allocating management time, services and functions between the Corporation and
its Affiliates.   These individuals may engage for their own account, or for
the account of others in other business ventures for which the Corporation
shall not be entitled to any interest.

The Corporation may, at some time in the future, compete for the management
services of the current and future officers of the Corporation.  As a result,
these individuals may be placed in a position where their decision to favor
other operations in which they are associated over those of the Corporation
will result in a conflict of interest.   It should also be noted that it may
be expedient for them to favor one operation over another since their
participation in such operations will vary.  In allocating their time, they
will recognize their fiduciary obligations to the Corporation, the prevailing
industry standards and the financial situation of the Corporation.

Conflicts of Interest Policy.  The Corporation has adopted a policy that
any transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only be
on terms consistent with industry standards and approved by a majority of the
disinterested directors of the Corporation's Board of Directors.    No such
transactions by the Corporation shall be either void or voidable solely
because of such relationship or interest of directors or officers or solely
because such directors are present at the meeting of the Board of Directors of
the Corporation or a committee thereof which approves such transactions, or
solely because their votes are counted for such purpose if: (i) the fact of
such common directorship or financial interest is disclosed or known by the
Board of Directors or committee and noted in the minutes, and the Board or
committee authorizes, approves or ratifies the contract or transaction in good
faith by a vote for that purpose without counting the vote or votes of such
interested directors; or (ii) the fact of such common directorship or
financial interest is disclosed to or known by the shareholders entitled to
vote and they approve or ratify the contract or transaction in good faith by a
majority vote or written consent of shareholders holding a majority of the
Common Shares entitled to vote (the votes of the common or interested
directors or officers shall be counted in any such vote of shareholders), or
(iii) the contract or transaction is fair and reasonable to the Corporation
based on the material similarity of terms to recent consulting agreements not
involving interested parties, or in all other agreements by competitive bids,
at the time it is authorized or approved.  In addition, interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board of Directors of the Corporation or a committee thereof which approves
such transactions.

Non-Qualified and Incentive Stock Option Plans.   During 1995, the Company
adopted the 1995 Non-Statutory Stock Option Plan which provides for granting
to the Company's officers, directors, employees and certain other individuals
who consult with or advise the Company, options to acquire 750,000 shares of
the Company's common stock.   The shares issuable under the 1995 plan are at a
price not less than 85% of the fair market value of the stock on the date of
grant.   The exercise periods of the options are not to exceed ten years.

The Plan was suspended by the Board of Directors on June 12, 1996 and any
options granted in 1996 were suspended.


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
total remuneration paid or accrued by the Company, to or on behalf of the
Company's Chief Executive Officer and the Company's executive officers
determined as of the end of each of the last three years.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                   Long Term Compensation   
                   Annual Compensation                                 Awards                   Payouts
<S>               <C>         <C>           <C>         <C>            <C>            <C>        <C>        
<C>
(a)             (b)        (c)            (d)         (e)            (f)            (g)        (h)     (i)  
                                                      Other                                             All
Name                                                  Annual        Restricted                  LTIP   Other    
and                                                   Compen-        Stock           Options/    Pay-  Compen-
Principal                   Salary         Bonus      sation        Awards           SARs       Outs   sation
Position          Year        ($)            ($)        ($)           ($)              ($)       ($)    ($)

Alan Schafler      1998      $52,500           -         -              -            $7,500(2)    -       -
President,
Treasurer
Chief Financial 
  Officer



<PAGE>19

Timothy
 President, 
 Treasurer
 Chief Financial 
   Officer         1997       $17,500         -           -             -                -          -      -        
                   1996     $ 177,000         -           -             -                -          -      -
</TABLE>

 (1) No other officer has received compensation in the last three years.   The
above compensation refers to the year ended January 31, 1996, for the year
ended January 31, 1997 and for the year ended January 31, 1998.

(2)In June 1997, Mr. Schafler received options Valued at $.01 per option to 
purchase 750,000 Common Shares of the Company exercisable at $.19 per Common 
Share for a period of three years.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tabulates holdings of shares of the Company at January 31, 1998 by
each person who, subject to the above, at the date of this prospectus, holds of 
record or is known by Management to own beneficially more than 5.0% of the 
Common Shares and, in addition, by all directors and officers of the Company 
individually and as a group.   Each named beneficial owner has sole voting and 
investment power with respect to the shares set forth opposite his name.


Shareholdings at Date of
This Prospectus
 <TABLE>
<CAPTION>    
                                               Percentage of
                               Number & Class     Outstanding
Name and Address                 of Shares       Common Shares
<S>                                  <C>             <C>

L. Alan Schafler
2035 Staysail Lane
Jupiter, Florida 33477                   0             0%

Erich K. Schmid
40 Spring Hollow Lane
Fairview, NC 28730                  10,000           .31%

James Yanai
17600 Van Ness
Torrence, CA 90504                  60,154          1.88%

Timothy Miles and MaryEllen Miles
#9 Niblick
Hilton Head Island, SC 29938       451,183          14.08%

Elizabeth Gheen
9070 Coker Road
Salinas, CA 93907                  300,770          11.60%

Mitsuo Tatsugawa
220A San Benancio Road
Salinas, CA 93908                  360,924           11.26%

Stephen A. Jones
24285 Hillview Drive
Laguna Niguel, CA 92677            160,501           5.01%

All Directors & Officers
as a group (4)                     521,337           16.27%
</TABLE>

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition)
with respect to a security whether through a contract, arrangement,
understanding, relationship or otherwise.

Unless otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially owned,
subject to applicable community property laws.






<PAGE> 20

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the year ended January 31, 1998, Timothy Miles, an affiliate of the Company 
advanced the Company $86,819.  

I AM TALKING WITH JIM SCHEIFLEY REGARDING THE NEED TO A RELATED PARTY FOOTNOTE.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Financial Statements and Schedules

The following financial statements and schedules are filed as part of
this report:

Independent Auditor's Report
Balance Sheet as of January 31, 1998
Statement of Operations for Period from Inception to January 31, 19968
Statement of Cash Flows for Period from Inception to January 31, 1998
Statement  of Changes in Stockholder's Equity for Period from Inception
  to January 31, 1998
Notes to Financial Statements

(b)  List of Exhibits

The following of exhibits are filed with this report:

(2)      Articles of Incorporation incorporated by reference to Form 10SB
         File Number 0-25792
(2.1)    Articles of Merger incorporated by reference to Form 10SB,
         File Number 0-25792
(2.2)    Bylaws incorporated by reference to Form 10SB, File
         Number 0-25792
(3)      Common Stock Certificate incorporated by reference to Form
         10SB, File Number 0-25792
(6)      Consulting Agreement with Applied Cellular Technology
         (formerly Axcom Information Technology, Inc.) incorporated
         by reference to Form 10SB, File Number 0-25792
(6.1)    Consulting Agreement with Level Best Golf, Inc. incorporated
         by reference to Form 10SB, File Number 0-25792
(6.2)    Consulting Agreement with Sports Legends, Inc. incorporated
         by reference to Form 10SB, File Number 0-25792
(6.3)    Consulting Agreement with Gaming Venture Corp. USA
         incorporated by reference to Amendment 1 to Form 10SB,
         File Number 0-25792
(6.4)    Consulting Agreement with Grand Slam Licensing, Inc.
         incorporated by reference to Form 10SB, File Number 0-25792
(6.5)    Consulting Agreement with Trinity Works, Inc. incorporated
         by reference to Amendment 1 to Form 10SB, File Number
         0-25792
(6.6)    Consulting Agreement with Players Network incorporated by
         reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.7)    Consulting Agreement with National Sorbents, Inc. incorporated
         by reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.8)    Consulting Agreement with Federated Financial Services, Inc.
         incorporated by reference to Amendment 2 to Form 10SB, File
         Number 0-25792
(12)     1995 Non-Statutory Stock Option Plan incorporated by reference to
         Amendment 3 to Form 10SB, File Number 0-25792


Reports filed on Form 8-K.

The Company filed no reports on Form 8-K during the fourth quarter of the
Company's fiscal year ended January 31, 1998.










<PAGE>21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)  of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned duly authorized person.

Date: August 5, 1998                PRATT, WYLCE & LORDS, LTD.

                                    /s/ L. Alan Schafler
                                    -----------------------------
                                    By: L. Alan Schafler, President

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.

Date:    8/5/98                         
/s/ L. Alan Schafler   
-----------------------------
L. Alan Schafler,  President, Chief 
Financial Officer, Controller, Chief Executive Officer



Date:   8/5/98
/s/ Erich K. Schmid
-----------------------------
Erich K. Schmid, Director


Date:    8/5/98
/s/ James Yanai
-----------------------------
James Yanai, Director