<PAGE>2
                    U.S. Securities and Exchange Commission   
                           Washington, D.C.  20549

                                 FORM 10-QSB

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

For the quarterly period ended:              December 31, 1998

        [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)   
                         OF THE EXCHANGE ACT  

For the transition period from:               to:                  


Commission file number:                         0-22965

                               PINNACLE RESOURCES, INC.
                 (Exact name of Small Business Issuer in its charter)


           WYOMING                                       84-1414869
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization                        Identification No.)

 7345 E. Peakview Avenue, Englewood, Colorado               80111
   (Address of principal executive offices)             (Zip Code)

               Issuer's Telephone number, including area code:
                               (303) 771-8100

 Check mark whether the Issuer (1) has filed all reports required by Section 
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such 
shorter period that the Registrant was required to file such reports), and 
(2) has been subject to the filing requirements for at least the past 90 
days. YES: X   NO:

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE 
PREVIOUS FIVE YEARS

Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution 
of securities under a plan confirmed by the court.  YES:      NO:

APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of 
common stock, as of the last practicable date:    4,150,000

 Transitional Small Business Disclosure Format. YES:   NO: X








<PAGE>3

Pinnacle Resources, Inc.

Index


PART I   FINANCIAL INFORMATION

Balance Sheet
December 31 1998                        4

Statements of Operations
Six Months 
Ended December 31, 1998 and 1997         5
                 

Statements of Cash Flows 
Six Months Ended
December 31, 1998                        6
                                               

Statement of Stockholders' Equity         7         

Notes to Financial Statements             8

Management's Discussion and Analysis of
Financial Condition and Results of
Operations                                9-11

PART II
Other Information                         12

Signatures                                13

Financial Data Schedule                   14














<PAGE>4

                Pinnacle Resources, Inc.
           (A Development Stage Company)
                       Balance Sheet
<TABLE>
<CAPTION>
                          ASSETS
                                                                Unaudited                 Audited
                                                                December                    June
                                                                31, 1998                  30, 1998
<S>                                                               <C>                       <C>
Current assets:

Cash                                                          $   11,8788               $   18,998
Interest Receivable - Related Entity                               25,522                   10,425
Note Receivable - Related Entity                                  115,000                  115,000
                                                                ---------               ----------
Total Current Assets                                              152,400                  115,000
                                                                ---------               ----------
TOTAL ASSETS                                                    $ 152,400               $  144,423
                                                                  =======                  =======

           LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Current Liabilities

Current Portion of Notes Payable                                $ 100,000                $ 100,000
Accounts payable                                                   13,875                    6,600
Accrued Interest                                                    3,925                    1,425
                                                                ---------                ---------

Total Current Liabilities                                         117,800                  108,025

Long-Term portion of Note Payable                                       0                        0
                                                                ---------                ---------

TOTAL LIABILITIES                                                 117,800                  108,025
                                                                ---------                ---------

Stockholders' equity:
 Preferred stock, $.01 par value
Authorized 2,000,000 Shares; issued
And Outstanding -0- Shares                                              0                        0
Common stock, .00001 par value,
  Authorized 500,000,000 Shares,
Issued and Outstanding  4,150,000 Shares                               42                       42
Capital Paid in Excess of
Par Value of Common Stock                                         101,458                  101,458
  
Retained Earnings (Deficit Accumulated During the
Development Stage                                                 (66,900)                 (65,102)

TOTAL SHAREHOLDERS' EQUITY                                         34,600                   36,398
                                                                ---------                 --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $152,400                 $144,423
                                                                 ========                 ========
</TABLE>

The accompanying notes are an integral part of these unaudited 
  financial statements.







<PAGE>5

             Pinnacle Resources, Inc.
        (A Development Stage Company)
               Statements of Operations

<TABLE>
<CAPTION>
                                                            Unaudited                Inception
                                                          Six Months Ended         January 6, 1995
                                                            December 31,           Through December 31
                                                         1998           1997             1998
<S>                                                      <C>            <C>              <C>

Revenue                                                  $0             $0                 $0


Expenses:        
 

Legal and Accounting                                  4,972           14,028           21,215
Office                                                  375                0            1,896
Officer Remuneration                                  4,800            4,800           14,400
Professional Fees                                         0           38,400           38,400
Rent                                                  1,800            1.800            5,400
Secretarial Services                                      0                0            3,750
Travel                                                2,449                0            3,437
                                                    -------           ------           ------

Total                                                14,396           59,028           88,498 
                                                    -------          ------            ------

(Loss) before Other income                          (14,396)         (59,028)         (88,498)

Other Income (Expense) 

Interest Income                                     15,098            1,000            25,523
Interest (Expense)                                  (2,500)               0            (3,925)
                                                   --------         -------            ------

Total                                               12,598           1,000             21,598
                                                   --------         -------           -------

Net (Loss)                                         ($1,798)       ($58,028)          ($66,900)
                                                   ========        =======            =======

Basic (Loss) Per Common Share                       ($0.00)         ($0.01)            ($0.02)
                                                   ========        =======            =======

 Weighted average shares outstanding              4,215,000       4,150,000         4,150,000
                                                  =========       =========         =========

</TABLE>



   The accompanying notes are an integral part of these financial statements.








<PAGE>6
               Pinnacle Resources, Inc.
             (A Development Stage Company)
                 Statement of Cash Flows

<TABLE>
<CAPTION>
                                                              Unaudited                       Inception
                                                         Six Months  Ended                   January 6
                                                            December 31                     1995 through
                                                        1998          1997               December 31, 1998
<S>                                                     <C>            <C>                       <C>

Net (Loss)                                           ($1,798)      ($58,028)                 ($66,900)

Adjustments To Reconcile Net Loss To Net Cash
  Used in Operating Activities:

Stock Issued For Services                                  0              0                     1,500 


Changes in Operating Assets and Liabilities:
Increase in Interest Receivable                     (15,097)         (1,000)                  (25,522)
Increase in Accounts Payable                          7,275           2,650                    13,875
Increase in Accrued Interest Payable                  2,500               0                     3,925 
                                                     ------           -----                    ------

Net Flows From Operations                            (7,120)       (56,378)                  (73,122)

Cash Flows From Investing Activities: 

Advances Made to Related Entity                            0       (40,000)                 (115.000)
                                                      
Net Cash Flows From Investing                              0       (40,000)                 (115,000)

Cash Flows From Financing Activities:

Stock Issued For Cash                                      0       100,000                   100,000
Monies Received from Loans                                 0             0                   100,000
                                                     -------       -------                  --------
Cash Flows From Financing                                  0       100,000                   200,000

Net (Decrease) in Cash                                (7,120)        3,622                    11,878
Cash At Beginning Of Period                           18,998             0                         0
                                                     -------       -------                  --------
Cash At End Of Period                                $11,878        $3,622                    $1,878
                                                     -------       -------                  --------

Summary Of Non-Cash Investing And Financing Activities:

Stock Issued for Services                              $  0           $  0                   $1,500
                                                       ====           ====                   ======




    The accompanying notes are an integral part of these unaudited financial statements.





<PAGE>7

                              PINNACLE RESOURCES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                          Statement of Shareholders' Equity


</TABLE>
<TABLE>
<CAPTION>
                                                                                  Deficit 
                                                                Capital Paid    Accumulated
                                    Number Of                    In Excess      During The  
                                     Common        Common           of          Development
                                     Shares         Stock       Par Value          Stage          Total
<S>                                    <C>             <C>          <C>              <C>            <C>

Balance At 
   January 6, 1995                        0            $0         $   0              $0         $    0
           
Issuance of Common Stock:
  January 1995 for Cash
  Advances Made On Behalf 
  of the Company & Services
  at $.01 Per Share                 150,000            2          1,498                           1,500

Net (Loss)                                                                       (1,500)         (1,500)
                                    -------         ---         -------           ------         -------
Balance At June 30,
   1995, 1996                       150,000          $2          $1,498         ($1,500)             $0

Issuance Of Common Stock:
  June 26, 1997 for Cash
  At $.025 Per Share              4,000,000          40          99,960               0         100,000

Net (Loss)                                                                            0               0  
                                  ---------         ---          ------          ------         -------  

Balance At June 30,
   1995, 1996                     4,150,000         $42        $101,458         ($1,500)       $100,000
                                  =========         ===        ========          ======        ========

Net (Loss)                                                                      (63,602)        (63,602) 
                                  ---------         ---          ------          ------        -------  

Balance At June 30, 1998          4,150,000         $42        $101,458         (65,102)         36,398

Net (Loss)                                                                       (1,798)         (1,798)
                                  ---------         ---        --------          ------         -------
Unaudited Balance At December
   31, 1998                       4,150,000         $42        $101,458        ($66,900)        $34,600
                                  =========         ===        ========          ======         =======

</TABLE>   

The Accompanying Notes Are An Integral Part Of These Unaudited 
   Financial Statements





<PAGE>8

                      Pinnacle Resources, Inc.
               Notes to Unaudited Financial Statements
          For the Six Month Period Ended December 31, 1998

Note 1 - Unaudited Financial Information

The unaudited financial information included for the six month period ended 
December 31, 1998 and 1997 were taken from the books and records without 
audit.  However, such information reflects all adjustments (consisting only 
of normal recurring adjustments, which are of the opinion of management 
necessary to reflect properly the results of interim periods presented).   
The results of operations for the six month period ended December 31, 1998 
are not necessarily indicative of the  results expected for the year ended 
June 30, 1999

Note 2 - Note Receivable - Related Entity:

In October 1997, monies were advanced to a related entity in the amount of 
$40,000.   These funds are accruing interest at a rate of 13% per annum.   
The funds were originally due to be repaid on April 22, 1998.   This has been 
extended until October 22, 1998.

In March 1998, monies were advanced to a related entity in the amount of 
$75,000.   These funds are accruing interest at a rate of 10% per annum.   
The funds are due to be repaid on March 22, 1999.


Note 3 - Notes Payable:

In March 1998, the Company received $100,000 in cash as a loan payable by 
March 18, 1999.   Interest is accruing at 5% per annum.

Note 4 - Related Party Events:

When the Company organized in January 1995, stock was issued for services 
valued at $1,500.  This amount was treated as administrative fees.

Commencing July 1, 1997, the shareholders of the Company are providing office 
space to the Company for $300 per month.   The officers are providing 
services valued at $800.00 per month.


Note 5 - Subsequent Event

In January 1999, the Company issued 100,000 shares of its 
common stock for $50,000 cash or $.50 per share.










<PAGE>9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Trends and Uncertainties.   The financial statements have been prepared 
assuming that the Company will continue as a going concern.   The Company is 
in the development stage and had no operations as of its latest fiscal year end
June 30, 1998.   The deficiency in working capital as of December 31, 1998 
raises substantial doubt about its ability to continue as a going concern. In 
the course of its development activities the Company has sustained continuing 
losses and expects such losses to continue for the foreseeable future.   The 
Company's management plans on advancing funds on an as needed basis and in 
the longer term to revenues from the operations of which there is no assurance.
The Company's ability to continue as a going concern is dependent on these 
additional management advances, and, ultimately, upon achieving profitable 
operations. 

The Company has expended charges for professional fees.  These professional 
fees were paid to Victory Minerals, Inc., an affiliated company, for services 
provided in connection with the registration process, raising capital and 
pursuing proposed business opportunities.   These are not expected to be of a 
recurring nature.

Until revenues commence, the Company shall raise funds through equity 
financing which may or not be successful.   The Company has tried to limit 
its general and administrative expenses.    The Company has little or no 
control as to the demand for its services and, as a result, inflation and 
changing prices could have a material effect on the future profitability of 
the Company.  

The Company will focus its financing and capital arrangement activities on 
emerging growth companies which plan to raise capital in the public markets 
within a reasonable short period of time, i.e., one to two years.   Although 
the Company will initially target small mining companies due to its contacts 
in that industry, management has not identified any particular industry 
within which the Company will focus its efforts.   Rather, management intends 
to identify any number of candidates which may be brought to its attention 
through present associations or by word-of-mouth.   Initially the Company 
intends to arrange sources of funding and finance for its prospective clients 
through established sources for such funds by acting as a finder or broker to 
the lender and as an arranger or financial consultant to the borrowing party. 
In the emerging markets of South Africa and South America, opportunities 
exist where small mining companies seek funding from outside sources for 
capitalization because it is not available locally.

Management has over 70 years of combined business experience involving a 
variety of situations where financing and/or funding has been required in 
order to effectuate a mining opportunity.   Individually, management 
personnel has directly funded, underwritten or brokered financing for a 
number of mining prospects over the years, both in the domestic market as 
well as South Africa and South America.

Management believes that the Company will be able to successfully seek out 
potential candidates who are interested in obtaining loans from the Company 
in the immediate future.   This belief is based upon the perceived difficulty 
of many development and growth stage companies who require additional 
financing, but are unable to obtain the same from established sources, such 
as banking institutions and venture capitalists.   As interest rates begin to 
rise, management anticipates that those types of entities earmarked by the 
Company as possible clients will continue to seek out the Company as a 
lending source, as management views a potential borrower's borrowing base in 
a different light than banks.   For loans made by regulated commercial 
lenders, there is normally a structured review and evaluation of a 
prospective borrower's loan application by the lender, including an in-depth 
review of such application by a loan committee.   The loan committee will 
then approve or reject each application as it is submitted.   The evaluation 
and approval of loans depends on subjective factors and judgments, as well as 
objective criteria, such as loan to value ratios and independent appraisals, 
when appropriate or available.   The Company's loan committee consists of 
substantially fewer persons than a commercial lender and uses a less formal 
procedure than more traditional lenders.   It is possible that any such 
subjective factors and judgments may prove to be incorrect with a resulting 
loss of part or all of the Company's investment in any particular loan.   
However, as part of the consideration provided to the Company for issuance of 
its loans, the Company receives its interest and attempts to also obtain 
additional consideration in the form of equity or options or warrants in the 
borrower.   In the event the borrower's business plan proves successful, the 
Company may receive substantial returns as a result of this equity 
enhancement.

Most venture capitalists take an aggressive equity position far in excess of 
that of the Company and in many instances, takes an active role in the 
management of their clients.   Management believes that this makes venture 
capitalists unattractive to those types of entities with whom the Company 
does business.

The Company's ability to become a significant lender is impaired primarily by 
its own lack of capital with which to make loans.   While management would 
welcome the opportunity to make more loans for larger amounts, management 
finds itself in the same predicament as that of its prospective clients.  
That is, the lack of capital with which to fully implement the Company's 
business plan.    Management hopes that as the Company begins to make 
successful loans, its track record will allow the Company to attract 
either private investors seeking to invest in the business of the Company on 
a private basis, or that the Company will be able to attract an investment 
banker willing to underwrite a secondary offering of the Company's securities 
to generate additional capital.    There are no assurances that the Company 
will be able to attract either of the aforesaid entities to increase the 
Company's working capital.   If the Company is unable to obtain additional 
working capital, it is unlikely that the Company will generate any 
substantial growth in the near future.

Many existing computer programs use only two digits to identify a year in the 
date field.   These programs were designed and developed without considering 
the impact of the upcoming change in the century.  If not corrected, many 
computer applications could fail or create erroneous results by or at the 
Year 2000.   As a result, many companies will be required to undertake major 
projects to address the Year 2000 issue.   Because the Company has nominal 

<PAGE>10

assets, including no personal property such as computers, it is not 
anticipated that the Company will incur any negative impact as a result of 
this potential problem.   However, it is possible that this issue may have an 
impact on the Company after the Company successfully consummates a merger or 
acquisition.

Capital Resources and Source of Liquidity.    The Company currently has no 
material commitments for capital expenditures.   As of July 1997, the Company 
pays $300 rent per month for its current office space.    An increase in 
lease payments could have negative effect on the cash flow and liquidity of 
the Company.

For the six months ended December 31, 1998, the Company had no investing 
activities.  

For the six months ended December 31, 1997, the Company made advances to a 
related entity of $40,000 resulting in cash flows from investing activities.

For the six months ended December 31, 1998, the Company issued stock for cash
of $100,000 resulting in cash flows from financing activities of $100,000.

For the six months ended December 31, 1997, the Company issued stock for cash
of $100,000 and received $100,000 from loans resulting cash flows from financing
activities of $200,000.

On June 26, 1997, the Company sold 4,000,000 at $.025 per Common Share for 
an aggregate of $100,000.  At June 30, 1997, the Company had working capital 
of $100,000 consisting of $100,000 in current assets and $0 in current 
liabilities.   

The Company received a loan of $100,000 in March, 1998.   For the year ended 
June 30, 1998, the Company advanced two related parties an aggregate of 
$115,000 resulting in net cash flows used in financing activities of 
$115,000.   Mr. Gamble serves as a Director on the Board of Directors of 
Plateau Resources (Pty) Ltd., one of the related parties who received a 
$75,00 loan from the Company.   There is a narrow probability that third 
party funding of Plateau Resources (Pty) Ltd. will be finalized in the short 
term and it is highly unlikely that the Company will acquire significant 
equity participation nor merge with Plateau Resources (Pty) Ltd. as a failure 
in third party funding would most likely lead to an asset sale of Plateau 
Resources.   At June 30, 1998, the Company had working capital of $36,398 
consisting of $144,423 in current assets and $108,025 in liabilities.  The 
Company has no long-term liabilities.

Results of Operations.   The Company expects to earn consulting fees, 
commissions, brokerage points and equity participation for having acted as an 
arranger and go-between from having effectuated a financing package on behalf 
of a client and a funding source.  To date, the Company has not yet commenced 
operations or received any revenues. 

The Company had a net loss for the six months ended December 31, 1998 of 
$(14,396).   The Company had an increase of $15,097 in interest receivable for 
the six months ended December 31, 1998, an increase in accounts payable of 
$7,275 and an increase in accrued interest payable of $2,500.   As a result, 
the Company had net cash flows from operations of $7,120 for the six months 
ended December 31, 1998.

The Company incurred legal and accounting costs of $4,972, office expense of 
$375, officer remuneration of $4,800, professional fees of $0, rent of $1,800 
and travel of $2,449 for the six months ended December 31, 1998.

The Company had a net loss for the six months ended December 31, 1997 of 
$(58,028).   The Company had an increase of $1,000 in interest receivable for 
the six months ended December 31, 1998 and an increase in accounts payable of 
$2,650.   As a result, the Company had net cash flows from operations of $56,378
for the six months ended December 31, 1998.

The Company incurred legal and accounting costs of $14,028, office expense of 
$0, officer remuneration of $4,800, professional fees of $38,400, rent of $1,800
and travel of $0 for the six months ended December 31, 1997.

The Company had a net loss for the year ended June 30, 1998 of $63,602.   The 
Company had an increase of $10,425 in interest receivable for the year ended 
June 39, 1998, an increase in accounts payable of $6,600 and an increase in 
interest payable of $1,425.  As a result, the Company had net cash flows from 
operations of $(66,002) for the year ended June 30, 1998.

The Company spent $72,602 and $0 in administrative costs for the year ended
June 30, 1996 and 1997 respectively.   No other costs were incurred 
in the year ended June 30, 1998.   The Company incurred legal and 
accounting costs of $16,243, office expense of $21, professional fees of 
$38,400, rent of $3,600, salaries of $9,600, secretarial services of $3,750 
and travel expenses of $988 for the year ended June 30, 1998.

Plan of Operation.    The Company is not delinquent on any of its obligations 
even though the Company has not yet begun to generate revenue.  The Company 
will identify and subsequently qualify prospective clients.   Current 
operations require minimal cash infusions.   The Company may borrow funds or 
obtain equity financing from affiliated persons or entities to continue 
operations, if necessary.   The Company intends to market its services 
utilizing cash made available from the recent private sale of its Common 
Shares.   The Company is of the opinion that revenues from its services along 
with proceeds of the private sale of its securities will be sufficient to pay 
its expenses until receipt of revenues at a level to sustain operations.








<PAGE>12

                    PART II
               OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

    Not applicable.

ITEM 2.  CHANGES IN SECURITIES.

    Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

    Not applicable.

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

    Not applicable.

ITEM 5.  OTHER INFORMATION.

    Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a)  Not applicable.

    (b)  Not applicable.


                                      





















<PAGE>13


                             SIGNATURES


Pursuant to the requirements 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.

                Pinnacle Resources, Inc.
                (Registrant)

Dated:    February 15, 1999



By:  /s/ Glen R. Gamble
     ----------------------------
      Glen R. Gamble, President







<PAGE>13