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

                                  AMENDMENT TO
                                  FORM 10-KSB

                                 ANNUAL REPORT

                     Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934

For the fiscal year ended                                Commission File Number
      June 30, 1998                                             0-15379

                                POWER-CELL, INC.
             (Exact name of Registrant as specified in its charter)

            Colorado                                 84-1029701
      State of Incorporation               IRS Employer Identification Number

                       660 Preston Forest Center, Box 200
                               Dallas, Texas 75230
          (Address and telephone number of principal executive offices)

                                  214/373-1887
               (Registrant's telephone number including area code)

      Securities registered pursuant to Section 12(b) or 12(g) of the Act:
                          $.0001 par value common stock

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to filing
requirements for the past 90 days.

                             Yes  X   No
                                -----   -----

The aggregate market value of the voting stock held by non-affiliates of the
Registrant is approximately $342,000. This calculation is based upon the
average of the bid and asked prices of the Registrant's Common Stock on June
30, 1998.

The number of shares of the Registrant's $.0001 par value Common Stock
outstanding as of April 7, 1998, was 6,419,540.


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1.       The information set forth in Item 1, Section (a) ("General Development
         of Business") of the Form 10-KSB is hereby amended by deleting the
         last paragraph and replacing it in its entirety with the following
         paragraph:

                    "Around March 1997, the Company was informed that all
               activities and operations of Reserve Battery Cell, L.P. had
               ceased due to lack of funding. As a result, at such time, for all
               practical purposes the operations of the Company ceased."

2.       The information set forth in Item 2 ("Properties") of the Form 10-KSB
         is hereby amended by deleting the current paragraph and replacing it
         in its entirety with the following paragraph:

                    "The Company has a nominal amount of a office space,
               which is located at the residence of James C. Rambin. Mr. Rambin
               provides such space on an informal basis and free of charge.
               There are no other offices or properties of the Company."

3.       The information set forth in Item 4 ("Submission of Matters to Vote of
         Security Holders") of the Form 10-KSB is hereby amended and
         supplemented by adding the following to the end of text therein:

                    "The results of the vote of the shareholders at the meeting
               are set forth below with respect to the proposals presented:

                    (i)      Removal of Howard L. Farkas as a director of the
                             Company: Shares of the Company's Common Stock with
                             respect to such removal were voted as follows: the
                             number of votes cast for his removal was 3,800,801,
                             the number of votes cast against his removal was
                             4,900, and the number of votes abstaining was
                             10,355.

                    (ii)     Removal of Burton W. Kanter as a director of the
                             Company: Shares of the Company's Common Stock with
                             respect to such removal were voted as follows: the
                             number of votes cast for his removal was 3,801,351,
                             the number of votes cast against his removal was
                             4,550, and the number of votes abstaining was
                             10,155.

                    (iii)    Messrs. Gill and Newton were the nominees to fill
                             the vacancies of Messrs. Farkas and Kanter. Shares
                             of the Company's Common Stock were voted as
                             follows: with respect to Mr. Gill, the number of
                             votes cast for his election was 3,801,976, the
                             number of votes cast against his election was
                             3,925, and the number of votes abstaining was
                             10,155; with respect to Mr. Newton, the number of
                             votes cast for his election was


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                             3,800,806, the number of votes cast against his
                             election was 4,845, and the number of votes
                             abstaining was 10,405.

                    (iv)     Mr. Rambin was nominated for re-election to the
                             Board of Directors. Shares of the Company's Common
                             Stock were voted as follows: the number of votes
                             cast for his election was 3,777,226, the number of
                             votes cast against his election was 28,665, and the
                             number of votes abstaining was 8,065."


4.       The information set forth in Item 6 ("Management's Discussion and
         Analysis of Financial Condition and Results of Operations, Liquidity
         and Capital Resources") of the Form 10-KSB is hereby amended and
         supplemented by deleting the last paragraph appearing before "Results
         of Operations" and replacing it in its entirety with the following:

                  "Plan of Operation

                           When the activities and operations of Reserve
                  Battery Cell, L.P., ceased in the spring of 1997, at such
                  time, for all practical purposes, the operations of the
                  Company ceased. The Company has had virtually no revenue from
                  operations for the last two fiscal years. After reviewing the
                  Company's prospects, management believed that it would be
                  possible to develop a strategy for the Company to enter into
                  a business combination with a privately held company as a
                  reasonable alternative for such company to the more
                  traditional initial public offering or, "IPO", and would
                  provide the shareholders of the Company a reasonable
                  opportunity to recover some value on their investment. The
                  Company also considered raising capital by means of a public
                  or private debt or equity offering in order to continue
                  operations. However, such alternative did not appear feasible
                  on the basis that the Company has virtually no assets or
                  resources.

                           The Company believes that it is an attractive
                  business partner for an entity seeking a strategic
                  combination with a publicly-held company. Company management
                  and the Board of Directors believe that such a combination
                  will serve the interests of the Company's shareholders better
                  than a liquidation of the Company. The Company's plan of
                  operation for the next twelve months is to continue to seek a
                  business combination that may benefit the Company's
                  shareholders. Foreseeable cash requirements relating to
                  maintenance of the Company in good standing and expenses
                  associated with receiving and investigating a potential
                  business combination will be met by personal funds advanced
                  from Mr. Rambin. Because the Company has no revenues or cash
                  resources, management anticipates that to achieve any such
                  combination, the Company plans to issue shares of Company
                  Common Stock as the sole consideration for such combination.
                  However, the consummation of any such combination may require
                  the Company to obtain debt or equity financing. The Company
                  has no current plan to obtain additional financing


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                  and no assurance can be given that such financing will be
                  available to enter into a particular business combination."


5.       The information in Item 10 ("Executive Compensation") is hereby
         amended by deleting the paragraph therein and replacing it in its
         entirety with the following paragraph:

                           "During the fiscal year ended June 30, 1998, no
                  officer or director of the Company received any compensation
                  for their services as such. However, in fiscal 1998, Mr.
                  Rambin requested a bonus of approximately $607,000 for
                  services rendered as President of the Company. The Board of
                  Directors approved such request on the condition that such
                  bonus would be payable by the Company only if Mr. Rambin was
                  able to successfully negotiate the payment of the bonus, or a
                  portion thereof, in the context of a business combination
                  with another company, including, without limitation, by way
                  of an acquisition of the Company or a merger with the
                  Company."




                                    SIGNATURE

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this amendment to report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         POWER-CELL, INC.
                                         (Registrant)


                                         By:  /s/ James C. Rambin
                                              --------------------------------
                                              James C. Rambin, President &
                                              Chief Executive Officer

                                         Date: July 21, 1999
                                              --------------------------------


         In accordance with the Exchange Act, this amendment to report has been
signed below by the following persons on behalf of the registrant and in the
capacities on the dates indicated.


                                         By:  /s/ James C. Rambin
                                              --------------------------------
                                              James C. Rambin, President &
                                              Chief Executive Officer, Director

                                         Date: July 21, 1999
                                              --------------------------------


                                         By:  /s/ Brewer Newton
                                              --------------------------------
                                              Brewer Newton, Director

                                         Date: July 21, 1999
                                              --------------------------------


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                               INDEX TO EXHIBITS


EXHIBIT NUMBER       EXHIBIT

3.1.1 (1)            Articles of Incorporation and Amendment to Articles of
                     Incorporation

3.1.2 (2)            Articles of Amendment to Articles of Incorporation

3.2 (3)              Bylaws


(1)      Incorporated herein by reference to Exhibit 3(a) in the Company's
         Registration Statement on Form S-18 filed on August 8, 1986 with the
         Securities and Exchange Commission.

(2)      Filed herewith.

(3)      Incorporated herein by reference to Exhibit 3(b) in the Company's
         Registration Statement in Form S-18 filed on August 8, 1986 with the
         Securities and Exchange Commission.


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