<PAGE>
<PAGE>

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

                                AMENDED FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998
-----------------------------------------------------------------------
                                       or

/ / 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:              33-85864-LA
------------------------------------------------------------------------
                              CLS FINANCIAL SERVICES, INC
------------------------------------------------------------------------       
              (Exact name of registrant as specified in its charter)
 WASHINGTON                                                 91-1478196
------------------------------------------------------------------------       
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
 4720 200th St SW, Suite 200, Lynnwood, WA 98036
------------------------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)
         (425) 744-0386
------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report) 
   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.                /X/Yes  / /No

      
      Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K (X)





<PAGE>
                     CLS FINANCIAL SERVICES, INC.
       ANNUAL REPORT OF FORM 10-K FOR THE FISCAL YEAR ENDED
                        DECEMBER 31, 1998

                        TABLE OF CONTENTS
                                                                    PAGE

PART I
     Item 1:    Description of Business                               4

     Item 2:    Description of Property                               5
 
     Item 3:   Legal Proceedings                                      5

     Item 4:   Submission of Matters to Security Holders              6

PART II
     Item 5:   Market for Common Equity & Related Stockholders        6
               Matters

     Item 6:   Selected Financial Data                                6

     Item 7:   Management Discussion & Analysis                       6

     Item 8:   Financial Statements                                   9

     Item 9:   Changes in & Disagreements with Accountants on        21 
               Accounting & Financial Disclosure                       

PART III
     Item 10:  Directors & Executive Officers                        21

     Item 11:  Executive Compensation                                22

     Item 12:  Security Ownership of Certain Beneficial Owners and   22
               Management

     Item 13:  Certain Relationships and Related Transactions        23

     Item 14:  Exhibits and Reports on 8-K                           24
<PAGE>
<PAGE>
                              PART I

ITEM 1    DESCRIPTION OF BUSINESS

Business Development and Description
CLS Financial Services, Inc. , is a Washington State Corporation (referred to
as the "company") incorporated March of 1990.  The companys primary business
is to engage in the brokerage of loans and the purchase and sale of real
estate contracts, mortgages, and deeds of trust ("loans"). The company has
continued its registration with the State of Washington to sell in whole or in
part loans pursuant to its Mortgage Broker Dealer license.

The company originates loans by lending money directly to the borrower.  These
loans may be held in the companys inventory or resold to investors with all
servicing rights and servicing fees retained by the company.  The company also
acts as a broker retained by the borrower to find a suitable lender.  The sale
of debenture investments, principle reductions and the reselling of loans to
investors provide the source of funds needed to invest in new loans
receivable.  

The company has originated loans as set forth below:
-----------------------------------------------------------------------------
YEAR TOTAL LOAN ORIGINATIONS  LOANS BROKERED & SOLD    COMPANY LOAN PORTFOLIO
-----------------------------------------------------------------------------
1993    $12,891,423.00          $11,087,813.00            $1,803,610.00
1994    $22,919,838.00          $20,374,002.00            $2,545,836.00
1995    $19,868,765.00          $16,202,907.00            $3,665,858.00
1996    $20,962,033.00          $17,969,295.00            $2,992,738.00
1997    $15,253,345.00          $12,766,411.00            $2,486,934.00
1998    $31,718,132.00          $27,965,691.00            $3,752,441.00

The company has generated revenue as set forth below:
-----------------------------------------------------------------------------
                       1996              1997                 1998
-----------------------------------------------------------------------------
GROSS REVENUE     $1,652,870.00     $1,730,865.00       $2,206,821.00
OPERATING EXPENSE   $764,622.00     $1,001,622.00       $2,086,107.00
SALARY EXPENSE      $798,868.00       $698,294.00         $738,214.00
NET INCOME/(Loss)   $ 89,380.00        $30,949.00        ($617,500.00)


Security
As of December 31, 1998 and December 31, 1997, 82% and 98%, respectively, of
the loans in the portfolio were secured by first liens on real property. 
Management expects this trend to continue.  See Note 4, Notes to Financial
Statements.
        <PAGE>
<PAGE>
Borrowers and Competition
The company is a full service mortgage company.  The company advertises in the
local media, accepts referrals and employs loan officers.  The company brokers
Class A and B loans to established lenders.  Some of the primary competitors
are Beneficial Financial Services and Quality Mortgage.  The company also
services more difficult to place Class C loans, The basis for Class C loans is
not the borrowers credit worthiness, but rather the value of the collateral. 
The company underwrites these loans conservatively, with an average loan to
appraised value of 65% or loan to tax assessed value of 50%.  The company
intends to use the proceeds of this debenture securities offering to originate
Class C loans.  The market for Class C loans is competitive with lenders such
as Investors Mortgage, Lornty Investors, and Pacific Coast as direct
competitors.  The company believes it will remain competitive based upon its
history and the economic and real estate market growth in the Snohomish, King
and Pierce County areas.  

ITEM 2    DESCRIPTION OF PROPERTY

The companys principle investment objective is to acquire a portfolio of real
estate collateralized loans at 2-4% over the cost of capital.  In order to do
so the company must acquire loans in which the borrowers are considered a high
risk.  These loans are generally secured by a first lien position on real
estate located in the Western Washington area.  The majority of the loans are
in the $50,000-$100,000 range bearing interest between 12% to 18%.
Types of real property securing loans as of December 31, 1998 are set forth
below:
SINGLE FAMILY RESIDENCES      $976,580.00
COMMERCIAL PROPERTY           $497,925.00
RAW LAND                    $1,966,169.00
OTHER                          $40,527.00
TOTAL LOAN RECEIVABLE       $3,481,201.00

ITEM 3    LEGAL PROCEEDINGS

The company was involved in a lawsuit that initially began as a foreclosure
action.  The borrower defaulted and subsequently filed a petition in the
Bankruptcy Court in the Western District of Washington (Cause #A98-01561). 
The debtor initiated an adversary action against CLS and the investors (Cause
#A98-01561) claiming that the Defendants had violated the Washington Consumer
Protection Act and proceeded on multiple theories and damage claims.  The
Court agreed with the Plaintiff's that the loan essentially masked the true
intent of the Defendants, which was to own the property for substantial gain. 
Based on the potential adverse ruling from the Court, CLS and the Debtor
entered into a settlement agreement, which resulted in the loss set forth in
the audited financial statements.  

As a result of the lawsuit, CLS was compelled to begin a reorganization of the
company.  The Company proposed to investors, mainly the debenture holders,
that the interest rate would be reduced by 50% and the term increased.  CLS
circulated the proposal to the investors.  AT least one investor complained to
the State of Washington Securities Director.  The complaint, the adverse court
ruling and following settlement resulted in a Consent Order entered into by
CLS with the State of Washington Securities Division.  CLS had previously

<PAGE>
discontinued the offering of debentures and formally notified the State of 
Washington and the SEC.  Two investors have filed a lawsuit, and others are
likely to follow.  CLS did circulate the order and initial financial
statements.  The audited statements were prepared late because the original
auditor did not complete the 1998 engagement, requiring CLS to hire another
CPA firm to audit the records.  CLS has held a meeting with investors in April
and plans to hold meetings each month, until the reorganization plan is
complete. The clear majority of the investors have expressed their position
that the continuance of CLS under present management is in their best
interest. In the event that the company is unable to reorganize with the
investors support and consent, CLS may be forced to liquidate or file for
reorganization under Chapter 11 of the Bankruptcy Code.  In that case, the
investors of debentures will most likely lose a substantial portion of their
principle, since the value of CLS is represented in the market equity in real
property, namely the market value of the property sold at a price in excess of
the book value.

Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None


                             PART II

ITEM 5     MARKET FOR COMMON EQUITY & RELATED MATTERS

Market Information
There is no public market for the company's investment debentures, nor is one
likely to develop.  The investment debentures are not expected to be listed on
any formal exchange.

ITEM 6    SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR           1994          1995        1996        1997        1998
<C>            <C>           <C>         <C>         <C>        <C>
REVENUE         $1,829,962    $1,778,366  $1,652,870  $1,730,865 $2,206,821
INCOME (LOSS)  
OPERATIONS      $   80,945    $  114,691  $   88,805  $   31,188 ($ 617,500)
TOTAL ASSETS    $3,620,832    $4,607,563  $4,016,609  $7,905,735 $10,640,650
LONG TERM 
OBLIGATIONS     $2,187,066    $1,369,822  $1,111,168  $5,115,992 $7,981,976
</TABLE>

ITEM 7     MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS   
          OF OPERATION
Plan of Operation & Liquidity
The sale of debenture investments, principle payments and the reselling of
loans to investors provided the source of funds to invest in loans receivable. 
Available liquidity will dictate the volume of loan purchases that may be
acquired by the company. Management is dedicated to conservative collateral
lending thus defaulted loans generally create additional profit centers as the
collateral value is sufficient to sustain the increased yield created by the
company servicing the debt on behalf of the borrower but retaining the

<PAGE>
increased default rate when the borrower cures the loan.  The company manages
cash by reselling the loan to other investors in order to recapture original
debenture investments which will then in turn be used to fund other loans.  
The company relies on its ability to resell loan receivable or real estate in
sufficient amounts to generate funds needed to pay off maturing debentures.
The external sources of liquidity include a line of credit, sale of
debentures, payoff on loan receivable, and sell of loan receivable. Also, due
to a lawsuit settlement in 1998, the company has had difficulty in obtaining a
timely audited year end statement thus the 10-K filing is being submitted late
and will be updated via a potential amended 10-K or subsequent 10-Q filings 
as soon as the final information is made available to the company and it's
attorneys.  

Capital Resources
Interest received on loans funded and servicing fees provide the funds for
expenses and interest due to investors on debenture purchases.  Principle on
loans receivable due will provide the funds to repay the debenture payable. 
The loan receivable are tied specifically to these debenture payables with
similar maturity dates of 24 to 26 months.  There are no other significant
commitments for capital expenditures as of December 31, 1998.

Results of Operations
In 1998, 1997, 1996, 1995 and 1994 the company originated 31.7, 15.3, 20.9,
19.9, 22.9 million dollars in loans respectively.  The companys revenues from
operations were 2.2, 1.7, 1.7, 1.8, and 1.8 million dollars in 1998, 1997,
1996, 1995 1994 respectively. Revenues remained stable in 1998 at $2,206,821. 
Expenses from operations increased to 2,824 321 from 1,699,916 in 1997.  CLS 
was not profitable in 1998 due to the settlement of a lawsuit as previously
set forth. Further discussion of this lawsuit and its impact on the company
will be forthcoming as management reviews the audited financials and exam
subsequent events since the closing year ending period 1998. More thorough  
information will be forthcoming from future 10-Q filings.                   

Property Value Trends
There are no known or predicted property value downward trend, it is an
expectation that property values will continue to increase in the Puget Sound
area.  Subsequently, industry reports that value of property in the western
Washington area has increased already in 1999 by 10%.

Obligations 
In order to protect the debenture holder's principle, the company has proposed
to the debenture holders that the interest rate be reduced by 50% in 1999 and
thereafter, and that the term be extended by up to 5 years.  Management has
taken the unilateral action to begin the reorganization process and has caused
an affiliate to voluntarily transfer property to the company to provide
additional collateral for the debenture holders as reflected in the financial
statements.  Further discussion of the impact on the company of the
reorganization will be addressed in subsequent 10-Q reports. The company met
its obligations to all investors for fiscal year ending December 31, 1998 and
1997.  The company's principle performance objective is to meet all
reorganization obligations in a timely manner and to provide an annual
increase in retained earnings.  The company receives interest payments
from loans receivable sufficient to pay investor interest.  The company relies

<PAGE>
on the ability to sell loans receivable to generate the necessary cash to pay
principle to the investor.  Whenever possible loan receivable maturity dates
are scheduled to correspond with the maturity date of the debenture.

Return on Asset, Equity, and Equity to Assets Ratio
The following net returns were realized during the years ended December 31,
1998 and 1997.
Year Ended December 31,                                1998         1997
Return on Assets (net income/avg total assets)          (.15%)       .38%   
Return on Equity (net income/avg equity)               (2.84%)      2.80%
Equity to Assets (avg equity/avg total assets)           .05%      13.62% 
Plan of Operation
The company is committed to offer Real Estate and loan receivable for sale to
investors for the foreseeable future.  Management expects loan growth to
remain constant, with little change from 1997. Recently, more effort has
been placed on the loan department to obtain A & B type loans to sell to
brokers which will generate more income based on the volume alone.

The company expects to repay the debenture investments as they mature with
maturing loans receivable that are tied to these debenture notes.

The company has been able to invest all available funds through loan
receivable or real estate The company expects to be able to continue to
acquire similar loans in the future.  Loan purchases will be limited by
available liquidity as discussed in "Plan of Operation and Liquidity".

The company actively pursues delinquent accounts thus nonearning receivables
are minimal and generally fully collected within thirty days.

The company forecasts a stable demand for its services in the foreseeable
future, evidenced by the daily loan inquiries, portfolio performance, external
predications and subsequent loans funded after December 31, 1998.

Managements strategy and policy has been to underwrite conservatively.  This
strategy will continue with a loan to value ratio average of 65%.  Every
effort is made to assure profitability even in the event of a foreclosure
sale.

Uncertainties
The initial reorganization plan proposed by management has been accepted by
the clear majority of the investors of debentures.  However, there is no
certainty that the company will be able to reorganize if the investors do not
agree.  In that case, the company will be forced to liquidate or file for a
reorganization in under Chapter 11 of the Bankruptcy code.  Management
believes that after the investors study the formal plan to be submitted, that
the management plan is in the investor's best interest.  The savings of
administration costs, court hearings, and compliance with the Bankruptcy Code,
rules and United States Trustee directives, will ultimately inure to the
investors, rather than counsel, accountants and the Trustee office.


<PAGE>
<PAGE>
ITEM 8      FINANCIAL STATEMENTS

            Index to Financial Statements as of December 31, 1997

                                                                   Page
Independent Auditors Statement                                      9

Balance Sheet                                                      10

Statement of Income and Retained Earnings                          11

Statement of Cash Flows                                            12

Notes to Financial Statements                                   13-17
<PAGE>
<PAGE>

                                (LETTERHEAD)

To the Board of Directors
CLS Financial Services, Inc
Lynnwood, Washington


We have audited the accompanying balance sheets of CLS Financial Services,
Inc. as of December 31, 1998 and the related statements of operations and
retained earnings (deficit), and cash flows for the year 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 audit. The financial statements of CLS Financial Services, Inc. As of
December 31, 1997, were audited by other auditors whose report dated February
26, 1998, expressed and unqualified opinion on those statements.

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

In our opinion, the 1998 financial statements referred to above present
fairly, in all material respects, the financial position of CLS Financial
Services, Inc. as of December 31, 1998 and the results of operations and its
cash
flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ Peterson Sullivan PLLC

April 26, 1999<PAGE>
<PAGE>
                         CLS FINANCIAL SERVICES, INC.
                                BALANCE SHEET
                        December 31, 1998 AND 1997

<TABLE>
<S>                                              <C>            <C>
                                                        1998           1997
ASSETS                                                --------      ---------
Cash                                                  $ 42,367       $ 39,504
Cash - trust account                                    31,218         12,213
Loans Receivable from related party                  3,888,322      4,600,707
Other Loans Receivable                                 320,362      1,571,809
Other receivable                                       164,267        170,105
Real estate owned                                    6,070,756        797,730
Property and equipment, at cost, less                                         
accumulated depreciation of $161,477                                         
in 1998 and $133,686 in 1997                           104,886         96,874
Other                                                   18,472         26,793
                                                      ---------     ---------
     Total Assets                                  $10,640,650     $7,315,735
                                                    ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses                  109,456        133,347
Trust account payable                                   31,218         12,213
Loans payable related party                                  -         244,123 
Loans payable other                                  9,475,105      5,318,214
Notes payable                                          215,000              -
                                                      --------      ---------
     Total Liabilities                               9,830,779      5,707,897
                                                     ---------      ---------
STOCKHOLDERS' EQUITY
Common stock, Class one, no par value, 500 shares       10,000         10,000
authorized, issued and outstanding
Common stock, Class Two, $1000 par value              1,180,467      1,180,467
2,500 shares authorized, 1000 issued and
outstanding at December 31, 1998 and 1180 and 
one half shares issued and outstanding at December
31, 1997.
Retained earnings (deficit)                           (200,129)       417,371
                                                      ---------       --------
     Total Stockholders' Equity                         809,871      1,607,838
                                                     ----------      ---------
     Total Liabilities & Stockholders' Equity       $10,640,650     $7,315,735
                                                       ========       ========
</TABLE>
See Notes to Financial Statements                               







<PAGE>
                         CLS FINANCIAL SERVICES, INC.
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                            December 31, 1998 AND 1997
<TABLE>
<S>                                              <C>            <C>
                                                     1998           1997
REVENUES                                             ----           ----
Loan fees                                          $980,701        $839,720
Interest on loans                                   801,408         757,094
Loan servicing and application fees                 424,225         133,706
Other income                                            487             345
                                                    -------         -------
                                                  2,206,821       1,730,865

OPERATING EXPENSES
Wage and payroll taxes                              738,214        698,294
Commissions and referrals                           318,238        100,056
Interest expense                                    714,807        570,688
Advertising                                          98,662         42,889
Rent                                                 79,043         76,744
Office and utilities                                138,539        163,009
Professional fees                                    63,876         23,137
Depreciation and amortization                        27,791         25,099
Loss on legal settlement                            645,151              -
                                                     -------        -------
     Total operating costs                        2,824,321      1,699,916

INCOME (LOSS) FROM OPERATIONS                      (617,500)        30,949
                                                     -------        -------
NET INCOME BEFORE PROVISION FOR
FEDERAL INCOME TAX                                 (617,500)        30,949
PROVISION FOR FEDERAL INCOME TAX                          -          8,200
                                                     ------         ------
NET INCOME (LOSS)                                  (617,500)        22,749

RETAINED EARNINGS, beginning of year                417,371        394,622
                                                    --------       --------
RETAINED EARNINGS (deficit),ending                ($200,129)      $417,371
                                                    =======        =======

</TABLE>                                  
See Notes to Financial Statements                                  











<PAGE>
                          CLS FINANCIAL SERVICES, INC.
                            STATEMENT OF CASH FLOWS
                          December 31, 1998 AND 1997
<TABLE>
<S>                                               <C>                <C>
                                                     1998           1997
                                                     ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (loss)                                ($617,500)      $ 22,749
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization                       27,791         25,099
Loss on legal settlement                           645,151              
Change in Operating assets and liabilities                                
  Receivables, other than loan receivable            5,838       (102,013)
  Accounts payable and accrued expenses            (23,891)         6,560
  Other                                             19,217         (7,863)
                                               -----------       ---------
NET CASH PROVIDED (USED) BY OPERATIONS              56,606        (55,468)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment                 (46,699)       (33,260)
Change in related party loans                   (2,513,831)    (3,533,972)
Change in loans receivable related party         1,251,447        505,804
Change in real estate owned                                       (61,742)
                                               ----------         --------

NET CASH FROM INVESTING ACTIVITIES              (1,309,083)    (3,123,170)
                                                ----------        --------
CASH FLOW FROM FINANCING ACTIVITIES:
Change in loans payable                          1,040,340      2,331,553
Borrowings (payments) on line of credit            215,000       (150,000)
Common stock issued                                             1,000,000
Other                                                             (49,571)
                                                ----------      ----------
NET CASH FROM FINANCING ACTIVITIES               1,255,340      3,131,982
                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH                      2,863        (46,656)

CASH BALANCE - BEGINNING OF PERIOD                  39,504         86,160 
                                                   --------       -------

CASH BALANCE - END OF PERIOD                      $ 42,367         $39,504 
                                                   =======         =======
Interest paid on a cash basis                     $765,071        $559,503 
                                                  ========        ========
Income taxes paid on a cash basis                 $ 6,300         $ 22,200
                                                  ========        ========
</TABLE>

 See Notes to Financial Statements                              



<PAGE>
                             CLS FINANCIAL SERVICES
                         NOTES TO FINANCIAL STATEMENTS
                                   AUDITED
                               December 31, 1998

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES 
CLS FINANCIAL SERVICES, INC. ("CLS") earns fees from the origination of real
estate loans, and purchases and sells real estate contracts, mortgages and
deeds of trust.  As such, CLS is subject to regulations in the state of
Washington with respect to mortgage broker dealers.

CLS is related to a series of other companies that provide services to CLS
customers as follows:

Puget Sound Investment Group, Inc. (PSIG).  When a real estate loan made by
CLS goes into foreclosure, PSIG assumes the payment obligation on the loan. 
Foreclosed loans which have been assumed by PSIG amounted to $430,284 and
$900,161 at December 31, 1998 and 1997, respectively, and are included in
loans receivable from related party.  Any gain or loss recognized as part of
the foreclosure and eventual disposition of the collateral is recorded by
PSIG.  In addition, CLS earned management fees from PSIG of $346,.000 in 1998
(none in 1997) for oversight of certain PSIG operations.  Finally, during
1998, PSIG transferred real property to CLS with a book value of $6,070,756. 
Related mortgages on these properties of $3,554,051 were also transferred to
CLS. These transfers were made pursuant to regulations of the State of
Washington.  PSIG originally acquired these properties with cash advances made
by CLS. 

Puget Sound Appraisal Group, Inc. (PSAG). PSAG provides appraisal services for
loans originated by CLS. PSAG charges CLS customers directly for these
services.

Puget Sound Real Estate Services Group, Inc. (PSRESG). PSRESG provides real
estate closing services for loans originated by CLS .  PSRESG charges CLS
customers directly for these services.

Puget Sound Construction of Washington, Inc. (PSCW).  PSCW provides
residential repair services to properties owned by PSIG and CLS.  There were
no transactions between CLS and PSCW in 1998.

The Class One stockholders of CLS are the stockholders int he companies listed
above. 

CLS rents the office facilities where it operates under a month-to-month
lease.  The other entities pay a portion of the office facilities' rent.

Loan interest accrual and loan losses

Interest on loans is not recognized when loans become ninety days delinquent. 
Thereafter, no interest is taken into income unless received in cash or until
such time as the borrower demonstrates the ability to resume payments. 
Interest previously accrued but not collected is charged against income at the
time the loan becomes ninety days delinquent. 

<PAGE>                       
                             CLS FINANCIAL SERVICES
                           NOTES TO FINANCIAL STATEMENTS
                                     AUDITED
                               December 31, 1998


NOTE 1 - (continued)

As noted above, PSIG assumes the payment obligation on foreclosed loans. PSIG
also recognizes any gain or loss on the eventual disposition of loan
collateral.  Accordingly, an allowance for loan losses is not considered
necessary by CLS.  

Sales of real estate

Real estate held for sale is stated at the lower of cost (specific
identification) or market.  Sales of real estate generally are accounted for
under the full accrual method.  Under that method, a gain is not recognized
until collectibility of the sales price is reasonably assured and the earnings
process is virtually complete.  When a sale does not meet the requirements for
income recognition, gain is deferred until those requirements are met. 

Loan origination and servicing fees

Loan origination fees and direct loan origination costs are recognized when
the loans are sold by CLS.
     
Loan servicing fees are charged at a rate of $20 per month over the servicing
of the loan.  Loan servicing fees are paid by the borrower and are recognized
as revenue as the services are provided.

Cash

For purposes of the statement of cash flow, CLS considers all highly
liquid investments with an original maturity of three months or less to be
cash. From time to time, CLS has cash balances in excess of federally insured
limits.

Trust Accounts

CLS holds money in trust for real estate transactions in process.  The amount
held is shown as an asset and a liability on the balance sheet.

Depreciation

Property and equipment are depreciated using the straight line method over the
estimated useful life of the assets.






<PAGE>
                              CLS FINANCIAL SERVICES 
                          NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 1998
                                     Audited


NOTE 1 - (continued)


Income Taxes

CLS accounts for income taxes under the assets and liability approach that
requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
CLS financial statements or income tax returns.  The significant component of
the CLS deferred tax asset at December 31, 1998, results from a loss on a
legal settlement recognized in 1998 for financial statement purposed but not
recognized until 1999 for income tax purposes.  The resulting asset of
$194,000 has been fully reserved.  The statutory tax rate is different than
what is shown in these financial statements for 1998 because of the increase
in the reserve of $194,000.

Advertising

Advertising costs are expended as incurred.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of certain assets and liabilities and related
disclosures.  Accordingly, the actual amounts could differ from those
estimates.

Reclassifications

Certain items from the 1997 financial statements have been reclassified to
conform to the 1998 presentation.

Note 2. Loss on Legal Settlement                    

During 1998, CLS, along with PSIG, were named defendants in a lawsuit brought
by a customer.  The suit settled in February 1999 which resulted in a non-cash
loss of $1,949,777. Investors funds were originally used in loans to the
customer may also be able to recover their investments because of the nature
of the lawsuit.  CLS determined that the net present value of this potential
liability is a loss of approximately $616,500.  CLS and PSIG agreed that
$645,151 of the total loss amount is attributable to CLS. Thereafter, CLS
recorded $645,151 as its agreed share of the loss in its December 31, 1998,
financial statements.  However, the estimated amount potentially due to
investors may be subject to further refinement in the near term.  

In addition, CLS is subject to various Federal Trade Commission (FTC) 

<PAGE>
                            CLS FINANCIAL SERVICES, INC    
                           NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 1998
                                       AUDITED
Note 2 (continued)

regulation. Based on a series of relatively minor FTC violations, CLS is
required to deposit $60,000 in an escrow account to pay redress.  As of
December 31, 1998, this amount had not yet been requested by FTC or deposited
into the escrow account.

NOTE 3. Loans Receivable From Related Party and Payable to Related Party

CLS has loans receivable from related parties as follows:
                                                1998              1997      
                                             -----------       ------------
PSIG                                         $3,684,228        $4,547,535
PSRESG                                           40,817            52,500
PSAG                                              4,122               672
A partnership which PSIG is a partner           159,155                 -
                                             -----------       -----------
                                             $3,888,322        $4,600,707
                                             ===========       ===========
The loan receivable from PSIG at December 31, 1998, is due on demand, bears
interest at 12% and is secured by real property as follows (amounts are as
represented by PSIG):

Single Family Residential                                     $  776,886
Multi-Family Residential                                         497,925
Undeveloped Land                                               1,886,028
                                                              ----------
                                                              $3,160,839
                                                              ==========

The other related party loans receivable are due on demand, bear no interest
and are unsecured.  Also, CLS occasionally has loans payable to related
parties which are generally due on demand, bears no interest, and are
unsecured.

                                                                               
                       













<PAGE>
                             CLS FINANCIAL SERVICES
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1998

NOTE 4. Other Loans Receivable    

CLS's other loans receivable are concentrated in the State of Washington and
are generally secured by real estate.  Types of real property securing loans
receivable at December 31, 1998 and 1997 are as follows:

                                             1998                 1997
                                         --------------       --------------
Single Family Residential                 $ 199,694             $  301,632
Commercial Property                                                 22,408
Undeveloped Land                             80,141              1,238,104
Other                                        40,527                  9,665
                                         --------------       --------------
                                          $ 320,362             $1,571,809
                                         ==============       ==============

Security positions on loans receivable are as follows:

                                             1998                 1997
                                          ------------          ----------
First lien position                       $ 287,913             $1,521,301
Second lien position                              -                 50,508
Other                                        32,449                      -
                                          ------------          ----------
                                          $ 320,362             $1,571,809
                                          ============          ==========

Principal payments to be received for the years ending December 31 are as
follows:

        1999                                      $     75,646               
        2000                                           100,000
        2001                                             7,641
        2002                                            35,181   
        2003                                            50,848
        Thereafter                                      51,046
                                                    ----------
                                                   $   320,362
                                                          
These loans have interest rates ranging from 10% to 14%.  
                                                          

Note 5. Other Loans Payable                                 
                                                          
Other loans payable include loans and debenture payable made up of amounts due
to investors with varying terms.  Interest rates vary from 10% to 14%.




<PAGE>
                              CLS FINANCIAL SERVICES
                           NOTES TO FINANCIAL STATEMENTS
                                    AUDITED
                               December  31, 1998

Note 5. (Continued)

Principal payments on loans and debentures payable for the years ending
December 31 are as follows:

           1999                              $ 1,493,129                     
           2000                                2,008,564                      
           2001                                1,635,113                    
           2002                                2,844,128                      
           2003                                  544,814                      
           Thereafter                            949,357                     
                                             ------------                  
                                             $ 9,475,105                    
                                             ============

As of December 31, 1998, CLS had issued $5,250,000 in unsecured debenture
certificates.  Debenture certificates plus accrued interest amounting to a
total of $5,882,806 are outstanding at December 31, 1998.  Management is
presently attempting to extend maturity dates and reduce the rate of interest
on these debentures.  However, there is no assurance that management's effort
will be successful.  Additional debentures are not allowed since CLS has
violated certain regulations in the state of Washington.

Management is also attempting to reduce the interest rate on CLS's secured
debt.  However, there can be no assurance that any creditors will agree to a
reduction.

If the attempts to restructure the debentures and secured debt described above
are not successful, management expects to address its potential liquidity
issues by selling certain real estate.  

Note 6.  Notes Payable

                                            1998                 1997
                                        --------------        -------------
Line of credit with an individual for a 
maximum of $700,000 due Nov 15, 2000. 
Interest at 12% annually is to be paid
monthly.  In addition. CLS is to pay
a loan service fee of $2300 per month
when there are outstanding balances. The
line of credit is secured by a blanket 
assignment of notes and related deeds of
trust as draws are made.                  $215,000            $         -
                                        ===============       ==============
<PAGE>
<PAGE>
Note 6. (Continued)

CLS also has a line of credit with a bank for a maximum of $150,000. This line
of credit is secured by personal guarantees of the Class One CLS stockholders,
and expires November 24, 2002.

Note 7. Common Stock

Class One shares of common stock are voting shares.  Class Two shares are
nonvoting.  Class Two shares are to receive 80% of any dividends paid, and
have a dissolution preference over Class One to the extent of the Class Two
capital contributions.

During 1998, CLS redeemed 180 and one half share of Class Two common stock in
exchange for real property with a book value (after deducting related loans
payable) approximately equal to the par value of the stock.  During 1997, CLS
issued 1,000 shares for cash of Class Two common stock to a partnership in
which PSIG is a partner. <PAGE>
<PAGE>
ITEM 9     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                 
           ACCOUNTING AND FINANCIAL DISCLOSURE
None

                             PART III

ITEM 10    DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT.
The following are the officers of the company:
       Name            Age      Title                  Address
-----------------------------------------------------------------------------
Gerald C. Vanhook     50      President               Mill Creek, WA 
Lorrie Vanhook        52      Secretary               Mill Creek, WA
Melvin  Johnson, Jr   41      Vice President          Edmonds, WA 
Debbie Little         41      Asst Vice President     Lynnwood, WA

1) Gerald C. Vanhook, (Jerry, 50) is and has been the President of the company
since its inception in 1990.  Prior to that, he worked for CLS Mortgage, Inc.,
in Spokane from February 1984 until November 1989, in which he was responsible
for acquiring and selling similar securities.  He has been employed in several
management positions with Consumer Financial Companies, Mortgage Banks, and
Credit Unions since 1969.

2) Lorrie Vanhook, (Lorrie, 52) is and has been the corporate
Secretary/Treasurer and is the Department Manager for loan processing.  She
joined the company in July of 1990, and performed duties as a loan officer. 
She is the wife of Jerry Vanhook.  She has been employed in a variety of
positions with GTE over the past 20 years.

3) Melvin Johnson, Jr., (Mel, 41) is and has been the Loan Officer/Investment
Officer since joining the company in April of 1989.  He became a stockholder
and Vice-President on March 1, 1994.  He has been employed in a variety of
banking positions with First Interstate Bank from 1981-1989.  He graduated
with a degree in Education from Central Washington University in 1980.

4) Debbie Little, (Debbie, 41) is and has been employed as the Office Manager.
She joined the company in February of 1993.  She became Assistant Vice
President of Operations on October 1, 1996.  She is not a stockholder.  She
has been employed as a Field Supervisors with ITT Financial Services.  She
graduated from Willamette University with a degree in Public Policy 
and Speech in 1980.

Family Relationships
Mr. Gerald C. Vanhook, the President, is married to Lorrie Vanhook, the
Secretary.  They own 67% of the companys outstanding and issued stock in Joint
Tenancy with the Right of Survivorship.








<PAGE>
Involvement in certain legal proceedings
See Item 3 and Item 7.

ITEM 11   EXECUTIVE COMPENSATION

Summary Compensation Table
      A           B               C                 D             E
Name & Position     Year           Salary           Bonus      Other Salary
------------------------------------------------------------------------------
Gerald Vanhook      1996          $154,152.00         0             0
President           1997           154,152.00         0             0
                    1998           154,152.00         0             0
------------------------------------------------------------------------------
Lorrie Vanhook      1996            46,155.00         0             0 
Secretary           1997            52,152.00         0             0
                    1998            52,152.00         0             0
------------------------------------------------------------------------------
Melvin Johnson      1996           154,152.00         0             0
Vice-President      1997           154,152.00         0             0
                    1998           154,152.00         0             0
------------------------------------------------------------------------------
Debbie Little       1996            44,654.50         0             0
Asst. Vice Pres.    1997            44,400.00         0             0
                    1998            44,400.00         0             0
------------------------------------------------------------------------------
  
 
The company pays it officers a salary based upon performance.  The company
pays for health insurance and reimburses officers for expenses incurred in the
normal course of business. Subsequent to 1998, Gerald Vanhook and Melvin
Johnson reduced their salaries by 50%.   

ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                 
  
           MANAGEMENT

The company is a closely held corporation.  The company originates loans to
high risk borrowers and generally services these loans in its servicing
department.  The company is attempting to build a mid-level management team
capable of carrying on the business. The President and the Secretary of the
Company are married, namely Gerald C. Vanhook and Lorrie Vanhook, who own 67%. 
The other owner of the business is Melvin Johnson, Jr and his wife Deidre, who
own 17% of the Company.  In addition, 16% of the Company is owned by Puget
Sound Investment Group, Inc., which is also owned  50% by the Vanhooks and 50%
by the Johnsons.








<PAGE>
ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Business Relationships
The role of Puget Sound Real Estate Services Group (referred to as "PSRESG")
is to close the Company loans and to service loans.  The amount of closing
fees paid to PSRESG in 1998 was 140,285.00 as compared to 1997 at 158,123.00.
PSRESG also collects the late fees associated with the loans, late fees
collected in 1998 were 28,232.00. PSRESG also handles miscellaneous litigation
for all companies has needed.

The role of Puget Sound Appraisal Group (referred to as "PSAG") is to appraise
some of the properties or at minimum review and conduct a visual inspection of
the property if appraised by a third party. PSAG also has began to conduct
appraisals for outside mortgage companies, in 1998 PSAG appraisal fees were
55,425.00 compared to 1997 of 82,187.00.  PSAG's operations are limited to
appraisal services only.
     
The role of Puget Sound Investment Group (referred to as "PSIG") is varied. 
Specifically, how PSIG relates to the Company, is by servicing the default
loan.  PSIG keeps investors current at the borrower rate while a borrower is
in default.  Once the borrower cures the loan by paying the additional default
rate PSIG is repaid and retains the additional interest paid by the borrower
at the default rate.  PSIG also purchases distressed properties generally for
much less than market value and repairs property for resell or rent.  In
addition, PSIG has three wholly owned subsidiaries, PSAG, PSRESG and Puget
Sound Construction, Inc.

The Company is in the process of reorganization, which also necessarily
involves the affiliate companies.  Additional information will be provided in
future 10-Q reports as the reorganization progresses.
<PAGE>
<PAGE>
ITEM 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, & REPORTS ON            8-K 

Exhibits
The following exhibits are filed as part of this report.  Exhibits previously
filed are incorporated by reference as noted. 

Exhibit
Number            Exhibit                                              Page

2      Plan of acquisition, reorganization, arrangement, liquidation, or       
       succession*
3      Articles of incorporation, by-laws*
4      Instruments defining the rights of security holders, including          
       indentures*
9      Voting Trust agreement*
10     Material contracts*
11     Statement recomputation of per share earnings*
12     Statement recomputation of ratios*
13     Annual report to security holders, Form 10-Q or quarterly report to     
       security holders*
16     Letter change in certifying accountant*
18     Letter change in accounting principles*
21     Subsidiaries of the registrant*
22     Published report regarding matters submitted to vote of security        
       holders*
23     Counsel of experts and counsel*
24     Power of Attorney*
27     Financial Data Schedule                                            24
28     Information from reports furnished to state insurance regulatory        
       authorities*
99     Additional exhibits
* Items denoted by an asterisk have either been omitted or are not applicable.

Reports on Form 8-K
The company did not file any reports on Form 8-K in the fourth quarter of
1997.<PAGE>
<PAGE>
                            SIGNATURES

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




/s/
_______________________________________                 ___________________
Gerald C. Vanhook, President                              Date



/s/
_______________________________________                 _____________________
Melvin Johnson, Jr. Vice-President                        Date



/s/
_______________________________________                 _____________________
Lorrie Vanhook, Secretary                                 Date



/s/
_______________________________________                 _____________________
Debbie Little, Asst. Vice-President                       Date