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

                           FORM 10-KSB
(Mark One)
                    Annual Report Pursuant to Section 13 or 15(d) of The
          Securities Exchange Act of 1934

             For the Fiscal Year Ended June 30, 1998

                    Transition Report Pursuant to Section 13 or 15(d) of The
          Securities Exchange Act of 1934

                Commission File Number   333-29903

                        AMMONIA HOLD, INC.
          (Name of small business issuer in its charter)

                        Utah                                  75-2337459
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)               Identification No.)

            10 Gunnebo Drive, Lonoke, Arkansas  72086
      (Address of principal executive offices)   (Zip Code)

Issuer's telephone no.:  (304) 684-7053

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

Securities registered pursuant to Section 12(g) of the Exchange
Act:   Common

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   No   

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.    

     State the issuer's revenues for its most recent fiscal year. 
$ 1,134,189

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference  to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days.  $9,016,586  (Based on price of
$1.25 on October 9, 1998 and 7,213,269 shares held by non-
affiliates)

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

           Class                         Outstanding as of October 1, 1998

  Common Stock, Par Value                              7,967,190
       $.001 per share
          
               DOCUMENTS INCORPORATED BY REFERENCE
                               NONE

Transitional Small Business Disclosure Format.   Yes    No 
<PAGE>






                        AMMONIA HOLD, INC.

                        TABLE OF CONTENTS

                                                                          Page

                              PART I

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

Item 2.   Description of Property. . . . . . . . . . . . . . . .            6

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . .            6

Item 4.   Submission of Matter to a Vote of 
          Security Holders . . . . . . . . . . . . . . . . . . .            6

                             PART II

          Item 5.   Market for Common Equity and Related
          Stockholder Matters. . . . . . . . . . . . . . . . . .            6

Item 6.   Management's Discussion and Analysis or 
          Plan of Operation. . . . . . . . . . . . . . . . . . .            8

Item 7.   Financial Statements . . . . . . . . . . . . . . . . .           12

Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure . . . . . . . .           24

                             PART III

Item 9.   Directors, Executive Officers, Promoters and 
          Control persons; Compliance with Section 16(a)
          of the Exchange Act. . . . . . . . . . . . . . . . . .           24

Item 10.  Executive Compensation . . . . . . . . . . . . . . . .           25

Item 11.  Security Ownership of Certain Beneficial 
          Owners and Management. . . . . . . . . . . . . . . . .           26

Item 12.  Certain Relationships and Related Transactions . . . .           27

                             PART IV

Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . .           27

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . .           28


                               -i-
<PAGE>

                              PART I

Item 1.  Description of Business

History

    Ammonia Hold, Inc. ("AMHD" or the "Company") was incorporated
on July 10, 1980 under the laws of the State of Utah as Ewing Oil
Mining Company and initially engaged in the oil development
business.  The Company subsequently ceased its original business
activity and thereafter primarily investigated and sought new
business opportunities.

    In June 1994, the Company acquired Ammonia Hold, Inc., a Texas
corporation ("AMHD-Texas"), engaged in the business of developing
products designed to stop the formation of ammonia and other odors
associated with animal waste.  Subsequent to the acquisition, all
of the Company's activities have been related to the development,
manufacturing and marketing of odor eliminating products.  For
accounting purposes the acquisition was treated as a
recapitalization of AMHD-Texas with AMHD-Texas as the acquirer
(reverse acquisition).  Also in June 1994, the Company changed its
name to Ammonia Hold, Inc.

    The Company's principal executive offices are located at 10
Gunnebo Drive, Lonoke, Arkansas 72086, and its telephone number is
(501) 676-2994.

Business Development

    The Company is engaged in the business of manufacturing and
marketing odor eliminating products for use in connection with farm
and domestic animals and municipal biosolid facilities.  The
Company's products are specifically designed to stop the formation
of ammonia and other odors associated with animal waste and provide
safe, simple, economical reduction of ammonia and associated vapor
in poultry houses and other areas where animal wastes are present. 
The Company markets its products to farms, poultry houses, co-ops,
large retail chains and grocery stores throughout the United States
and other countries including Canada and Mexico.

    In 1995, the Company created a wholly owned subsidiary, 
Fivestar Products Corporation, to import and acquire related
products for sale and distribution by way of television and mass 
merchandisers.  Fivestar Products Corporation has not engaged in
material activity to date and the Company does not intend to
develop this business.

    The Company manufactures products specifically designed to
control ammonia and other odors associated with animal urine and
feces using a patented process.  The Company's line of products
have the ability to counter the formation of ammonia when urine and
solid animal waste is exposed to free oxygen in the air.  The
Company's patented process binds the nitrogen present in animal
waste and municipal biosolids, thus halting the natural production
of ammonia.  The Company's products are designed for industrial use
in poultry production and livestock confinement areas and with
household pets. 

    The Company's principal product is called "Ammonia Hold," 
developed after 15 years of research by the individual inventor 
and patented by him in 1989.  Ammonia Hold is a granular light gray
substance that uses a mono-calcium phosphate base with a blend of
trace materials and other inert ingredients.  Ammonia Hold counters
the natural formation of ammonia when animal wastes are exposed to
free oxygen in the air.  Use of Ammonia Hold decreases ammonia
levels. High atmospheric ammonia levels have been shown by numerous
independent studies to cause respiratory tract damage in poultry,
resulting in higher mortality and condemnation rates,
and decreasing feed efficiency.

    The Company also markets a related product known as "Odor
Scentry ", a variation of Ammonia Hold sold in smaller granular 
form or in aerosol  form, which uses the same process as Ammonia
Hold to isolate the individual elements that must combine to create 
ammonia.  Odor  Scentry ,  the  Company's  first consumer  product 
previously  marketed under the name Odor Halt, is sold in pet
stores and pet  departments of retail stores for home use in the 
elimination of odors associated with pet litter pans for
domesticated  animals such as cats and birds, gerbils, hamsters and
rabbits. Users of Odor Scentry  add the product to their pets'
litter pan to remove  common odors.  Odor  Scentry  is available in
natural-like  scents of spice or citrus  and may also be used to 
prevent odors from  forming in trash cans and in removing  odors
from cars and carpets where undesirable odors have developed 
previously.  Odor Scentry  for  Healthcare Facilities is a related 
product  formulated  and packaged for the nursing home industry. 
This  product is used as a carpet  deodorizer  or mixed with water
to clean and deodorize.

    A related  product is "Odor  Scentry  Spray," an aerosol 
powder spray variation  for consumer  use.  This product can halt
the natural production of common household odors originating in
garbage cans, diaper pails, and in moisture-and-mildew-ridden 
areas.  Odor  Scentry  Spray is also  used to remove odors from
cars and carpets where undesirable smells have developed.

    A new product recently introduced is "Barn Guard ", a granular
product specifically  intended for the equestrian market.  Barn
Guard  is long-lasting, easy-to-use  and  eliminates  odors in
horse  stalls and all types of  livestock pens.  It is  non-toxic 
and  contains no perfumes  or masking  agents.  Another
recently  developed  product is "Odor Scentry  Premium Cat Litter."
This product when used in  household  litter pans forms  flushable 
clumps of both liquid and solid waste which are both completely
flushable in non-septic tank systems. Odor Scentry Premium Cat
Litter is all-natural,  biodegradable, and almost completely
dust-free  and is  designed  to prevent  tracking by cats after
using the litter pan. Both Barn Guard and Odor Scentry Premium Cat
Litter use the same process as Ammonia Hold to isolate the 
individual  chemical  elements that must combine to create ammonia.

    The Company has received the results of Phase I and Phase II
testing of biosolids  composting  tests to determine the effects of
the Ammonia Hold product on municipal biosolids and waste
management.  CalRecovery,  a waste management consulting and
engineering firm, completed the two-phase study.  On a research
scale and a commercial scale, the tests demonstrated that the
addition of the Ammonia Hold will accelerate the process of
composting  sludge, increase the  retention of nitrogen, and
control the emission of ammonia  during the composting process. 
The product could be of interest to municipal  wastewater treatment 
facilities that are considering or are currently composting sludge
as a method of waste management.  Possible benefits of Ammonia Hold
application for treatment  facilities  include  reduction of
composting costs and control of air emissions and odor, with odor
being the number one cause of complaints to health and
environmental  regulatory agencies.  There can be no assurance 
that  positive test results will lead to a new commercially  viable
use for Ammonia Hold, or to what extent a commercial market may
exist.

    In May 1998, the Company acquired Super Dry Industries, Inc.
("Super Dry") in exchange for cash and shares of the Company's
common stock.  Super Dry, a Mississippi corporation located in
Shuqualak, Mississippi, is engaged in the manufacture and
distribution of "Litter Purrferred," a patented cat litter, and
other oil and grease absorbent products.  Super Dry also owns a
production and packaging facility in Shuqualak, associated mineral
reserves and certain patents and trademarks.  As a result of the
acquisition of Super Dry, the Company expects to increase its
manufacturing capacity and to use Super Dry's mineral reserves in
the production of the Company's products.

Marketing

    Management estimates that more than half of all households in
the United  States have pets.  Management  further  estimates  that
over six billion broiler  chickens,  280 million turkeys and 21
million ducks are produced in the United States each year. In order
to address this market, management has created a marketing strategy
combining the use of direct sales representatives and trade and 
consumer  advertising.  This  strategy  targets not only the retail 
market consisting of pet stores and pet departments of grocery and
other retail stores, but also the commercial and industrial animal 
markets.  Major retailers of the Company's products are WalMart,
PETCO and Kmart.

    Presently,  the Company  uses the  services  of independent
sales  representatives to cover its marketing area, primarily in
the continental United States.  Management  intends to increase its
marketing  force as business demands warrant such expansion and the
Company has sufficient funds available to retain the appropriate
personnel.

Patents

    The  Company's  principal  patent,  Method  for  Producing 
Monocalcium Phosphate and Products  Produced  therefrom,  (U.S. 
Patent No.  4,838,922)  was issued in June 1989 and acquired in
1990 from the  inventor,  Billy J. Green by the Company's 
predecessor for 5,000 shares of AHI-Texas common stock,  $100,000
cash and a note payable in the amount of approximately $312,000. Of
this amount, $250,000 was later  retired by the issuance of 50,000 
shares of Company  common stock.  The  patent  refers  to an 
improved  method  of  producing  monocalcium phosphate. The second
patent,  Animal Litter containing Magnesium Montmorillonite  (U.S. 
Patent  No.  5,529,022)  was  granted  in June  1996 and acquired
from Sanex Corporation by the Company in August 1996 for $250,000,
paid $50,000 in cash and the  remainder  by the  issuance of 35,714 
shares of Common Stock  valued  at $5.60 per  share.  The  officers 
and  directors  of Sanex are Marjorie  Burman-Nelson  and Scott
Burman.  The purchase price for these patents and  the  value 
attributable  to the  shares  of  common  stock  issued  in the
transaction was based on arms-length negotiations between the
parties.

    Pursuant to the Company's acquisition of Super Dry, it
acquired Super Dry's U.S. Patent No.5,469,809" (granted November
28, 1995), Non Dusting Clumping Animal Litter, related to a process
for creating cat litter.  Super Dry acquired the patent by
assignment on August 11, 1995, at which time the patent was
pending, from its inventor C. Douglass Coleman.  The Company also
acquired Super Dry's trademark registrations for "Litter
Purrferred" and "Super Dry."

Competition

    Presently,  there are several companies  marketing  products
similar to those  produced  and  marketed by the  Company 
including,  without  limitation, General Chemical Corporation and
Jones Hamilton for ammonia  abatement  additives and Clorox, Oil
DRI Corp and American  Colloid for cat litter.  Most of these 
companies are larger than the Company with longer histories of
operation and greater financial and personnel  resources.  Also,
most of these competitors have established some market share in the
market in which the Company will be  competing.  The ability of the
Company to penetrate these markets will depend on many factors
including, but not  limited  to, its  ability to obtain  sufficient
capital to enhance and broaden its marketing of its products,  to
develop new and improved products, to obtain and retain necessary
management  and advisory personnel, and the establishment of a
comprehensive marketing plan.

Employees

    Presently, the Company has twenty-five employees consisting of
four management persons, eighteen production persons and three 
administrative  person. The Company does not currently  offer its
employees  any bonus,  profit  sharing or deferred compensation 
plan nor is  there  any  employment  contract  with any  employee.
Management intends to hire additional qualified personnel as
business conditions warrant.  In  addition  to its  full-time 
employees,  the  Company  may use the services of certain  outside 
consultants  and  advisors as needed on a contract basis. 
Management considers the relations between the Company and its
employees to be good.

Facilities

    The Company's principal place of business and corporate
offices are located at 10 Gunnebo Drive, Lonoke, Arkansas 72086.
The facilities are in good condition and consist of approximately
15,000 square feet of manufacturing and warehouse space used for
the production of the Company's products and storage area for
inventory and raw materials.  The Company has begun expanding the
Lonoke, Arkansas facility, increasing its size by 15,000 square
feet.  The building and land are held in fee without mortgage.  The
Company also rents on a month to month basis, warehouse space for
a mixing facility in Little Rock, Arkansas for rent of $1,360.  On
August 5, 1997 the Company purchased ten acres of land and 55,000
square foot office and manufacturing facility in Lonoke for cash of
$392,920, in order to meet expansion requirements.  This property
was subsequently exchanged for a fifteen percent (15%) interest
(1,777,500 shares of common stock) in Pet Quarters.com, Inc.

    Upon the Company's acquisition of Super Dry, it acquired title
to Super Dry's production and packaging facility located in
Shuqualak, Mississippi.  The facility is held in fee without
mortgage.  The Company intends to continue using the facility to
manufacture Super Dry products and for other uses.

Research and Development

    The Company has not allocated specific funds for conducting
research and development activities. Due to the nature of the
Company's business, funds will be allocated for research and
development as needed.

Item 2.  Description of Property

    The information required by this Item is contained in Item 1
above, under the heading "Facilities."

Item 3.       Legal Proceedings

    There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject.

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

    No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending June 30, 1998.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    The Company's Common Stock is eligible to be traded in the
over-the-counter market and quotations are published on the OTC
Bulletin Board under the symbol "AMHD," and in the National
Quotation Bureau, Inc. ("NQB") "pink sheets" under Ammonia Hold,
Inc.  Inclusion on the OTC Bulletin Board permits price quotations
for the Company's shares to be published by such service.
    
    The following table sets forth the range of high and low bid
prices of the Company's shares for each quarterly period for the
past two fiscal years starting July 1, 1996, as reported by the
NQB.  These prices represent prices between dealers, do not include
retail markups, markdowns or commissions and do not represent
actual transactions.

  Fiscal Year                   High           Low 
(Starting July 1)
       1997           
          First Quarter       $ 8.00         $ 5.25
          Second Quarter        8.62           4.06
          Third Quarter         6.75           4.56
          Fourth Quarter        5.62           3.44
     1998           
          First Quarter         5.00           2.94
          Second Quarter        3.75           1.44
          Third Quarter         3.09           1.06
          Fourth Quarter        2.94           1.72
     1999
          First Quarter         2.12           1.47
          Second Quarter(1)     1.62           1.25
___________________________
     (1)  As of October 6, 1998

     As of September 30, 1998 there were approximately 1,173
holders of record of the Company's Common Stock, which figure does
not take into account those shareholders whose certificates are
held in the name of broker-dealers.  The Company estimates that in
excess of 1,000 shareholders of the Company hold their shares in
the name of broker-dealers.

Dividend Policy

     The Company has not declared or paid cash dividends or made
distributions in the past on its common stock, and the Company does
not anticipate that it will pay cash dividends or make
distributions in the foreseeable future.  The Company currently
intends to retain and invest future earnings to finance its
operations.

     On June 5, 1997 the Company issued 3,000 shares of Series A
Convertible Preferred Stock, par value $.001 per share.  Shares of
the Preferred Stock were entitled to receive dividends as if they
were converted to Common Stock pursuant to the terms set forth
below.  Upon  liquidation, dissolution, or winding up, these shares
would be entitled to a liquidation preference of $1,000 per share.

     Each share of Preferred Stock was convertible, at the option
of the holder at any time, into common stock as follows:

          $1,000 divided by the lower of (1) sixty-five percent (65%) of
     the market price of the common stock (determined by the
     closing bid price averaged over the five preceding days prior
     to conversion), or (2) $3.515625, adjusted for stock splits or
     dividends.

     The Company recorded a deemed dividend related to the issuance
of the preferred stock.  This deemed dividend is due to the large
discount between the conversion price and the market price of
common stock on the day of issuance.  The deemed dividend is
calculated at $1,600,000 which represents the amount of common
stock the preferred shareholders could have converted to (65%
divided by $3,000,000) on the day of issuance less the $3,000,000
received.  Retained earnings and additional paid in capital have
been adjusted to reflect the dividend.

     During the fiscal year ended June 30, 1998, all of the
preferred shareholders converted their shares of Preferred Stock
into an aggregate 2,979,413 share of common stock.

Recent Sales of Unregistered Securities

     A description of recent sales of unregistered securities can
be found in the Consolidated Statements of Stockholders' Equity and
Note 5 to the Consolidated Financial Statements which can be found
elsewhere within this Form 10-KSB.

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

     The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.

Recent Accounting Pronouncements

     The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per
Share" and Statement of Financial Accounting Standards No. 129
"Disclosures of Information About an Entity's Capital Structure." 
SFAS No. 128 provides a different method of calculating earnings
per share than is currently used in accordance with Accounting
Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per
share.  Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the
period.  Diluted earnings per share reflects the potential dilution
of securities that could share in the earnings of an entity,
similar to fully diluted earnings per share.  SFAS No. 129
establishes standards for disclosing information about an entity's
capital structure.  SFAS No. 128 and SFAS No. 129 are effective for
financial statements issued for periods ending after December 15,
1997.  Their implementation is not expected to have a material
effect on the financial statements.

     The Financial Accounting Standards Board has also issued SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income, its components and accumulated
balances.  Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners and
distributors to owners.  Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income
be reported in a financial statement that displays with the same
prominence as other financial statements.  SFAS No. 131 supersedes
SFAS No. 14 "Financial Reporting for Segments of a Business
Enterprise."  SFAS No. 131 establishes standards on the way that
public companies report financial information about operating
segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial
statements issued to the public.  It also establishes standards for
disclosure regarding products and services, geographic areas and
major customers.  SFAS No. 131 defines operating segments as
components of a company about which separate financial information
is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance.

     SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated.  Because of the
recent issuance of the standard, management has been unable to
fully evaluate the impact, if any the standard may have on future
financial statement disclosures.  Results of operations and
financial position, however, will be unaffected by implementation
of the standard.

                      Results of Operations

     The following table sets forth the percentage relationship to
total net sales of principal items contained in the Company's
Statements of Operations for the two most recent fiscal years ended
June 30, 1998, and 1997.  It should be noted that percentages
discussed throughout this analysis are stated on an approximate
basis.
                                                       Fiscal Years Ended  
                                                            June 30,
                                                        1998         1997 
Total net sales. . . . . . . . . . . . . . . . .        100%         100% 
Cost of sales. . . . . . . . . . . . . . . . . .         53%          72% 
Gross profit . . . . . . . . . . . . . . . . . .         47%          28% 
General and administrative expenses. . . . . . .         98%         141% 
Other income . . . . . . . . . . . . . . . . . .         58%           6% 
Income (loss) before income taxes. . . . . . . .          7%        (107%)
Provisions (benefit) for income taxes. . . . . .          -           (0%)
Net income (loss). . . . . . . . . . . . . . . .          7%        (107%)
                              

For the Year Ended June 30, 1998 Compared to the Year Ended
June 30, 1997

    Total sales, net of allowances and discounts, for the fiscal
year ended June 30, 1998 ("1998") increased 2% from the fiscal year
ended June 30, 1997 ("1998") due to an increase in product shipped. 
Cost of sales (as a percentage of total revenues) decreased to 53%
for 1998, from 72% for 1997 due to the more efficient packaging and
distribution procedures and a higher margin product mix.  Actual
cost of sales decreased 24% for 1998 also due to more efficient
packaging and distribution and a higher margin product mix, and
lower raw materials costs.

    General and administrative expenses decreased 29% for 1998
primarily due to the one-time write-off of consulting fees in 1997. 
As a percentage of total revenues, general and administrative
expenses decreased from 141% in 1997 to 98% in 1998 due to reduced
consulting fees in 1998.

    Other income increased to $663,249 in 1998 from $62,426 in
1997 due to increased interest income from cash balances and income
received from the Company's bond and equity portfolio.  The Company
earned a net income of $81,427 in 1998 compared to a net loss of
$1,181,320 in 1997.  The 1998 income was offset by loss of $51,000
contributed by the Company's newly acquired subsidiary, Super Dry
Industries, Inc., which was acquired in May 1998.

Net Operating Losses

    The Company has accumulated approximately $1,446,000 of net
operating loss carryforwards as of June 30, 1998, which may be
offset against future taxable income through the year 2009 when the
carryforwards expire.  The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards.  In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used.  No tax benefit has
been reported in the financial statements for the year ended June
30, 1998 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same amount.
    
                 Liquidity and Capital Resources

    Historically, the Company's working capital needs have been
satisfied by sales revenues and from the sale of securities. 
Working capital at June 30, 1998 was $3,275,513, including cash of
$854,883 and investments in trading equities of $1,646,575.  Net
cash used by operating activities for 1998 was $271,846 compared to
$896,713 in 1997.  This change is primarily attributed to the
$81,427 net profit in 1998 compared to the $1,181,320 net loss in
1997 and the $351,319 increase in prepaid expenses in 1998. The
improvement in net cash used in 1998 was partially offset by the
$252,336 increase in accounts receivable and $259,512 increase in
inventories for the same period.  Accounts receivable increased due
to increased orders from existing and new customers, and
inventories increased due to the build-up in inventories in
anticipation of increase demand from existing and new customers. 
Net cash used by investing activities for 1998 was $2,097,482
compared to $398,570 in 1997, primarily due to the purchase of
facilities and the purchase of securities during 1998.  The Company
did not realize any cash from financing activities in 1998,
although it did realized $4,170,000 from the sale of preferred and
common stock in 1997.

    The Company anticipates meeting its working capital needs
during 1999 fiscal year primarily with revenues from operations.  
The Company believes that it has adequate cash reserves to meet any
routine contingency during 1999. Management does not presently
foresee a need for additional financing activities in 1999 unless
the Company undertakes expansion or makes additional acquisitions. 
Management has no definitive plans for expansions or additional
acquisitions.

    As of June 30, 1998, the Company had total assets of
$6,242,837 and total stockholders' equity of $6,021,628.  Further,
the Company had $854,883 in cash and cash equivalents and an
additional $1,646,575 in investments in trading equities.

Year 2000

    Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year.  In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.

    AMHD has completed its assessment of the Year 2000 issue and
believes that any costs of addressing the issue will not have a
material adverse impact on AMHD's financial position.  AMHD
believes that its existing computer systems and software will not
need to be upgraded to mitigate the Year 2000 issues.  AMHD has not
incurred any costs associated with its assessment of the Year 2000
problem.  In the event that Year 2000 issues impact AMHD's
accounting operations and other operations aided by its computer
system, AMHD believes, as part of a contingency plan, that it has
adequate personnel to perform those functions manually until such
time that any Year 2000 issues are resolved.

    AMHD believes that third parties with whom it has material
relationships will not materially be affected by the Year 2000
issues as those third parties are relatively small entities which
do not rely heavily on information technology ("IT") systems and
non-IT systems for their operations.  However, if AMHD and third
parties upon which it relies are unable to address any Year 2000
issues in a timely manner, it could result in a material financial
risk to AMHD, including loss of revenue and substantial
unanticipated costs.  Accordingly, AMHD plans to devote all
resources required to resolve any significant Year 2000 issues in
a timely manner.

    In the opinion of management, inflation has not had a material
effect on the operations of the Company.

Risk Factors and Cautionary Statements

    Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: Changing economic conditions,
interest rate trends, continued acceptance of the Company's
products in the marketplace, competitive factors, and other risks
detailed in the Company's periodic report filings with the
Securities and Exchange Commission. 

Item 7.       Financial Statements

    The Company's financial statements as of and for the fiscal
years ended June 30, 1998 and 1997 have all been examined to the
extent indicated in their report by Crouch Bierwolf & Chisholm,
independent certified public accountants, and have been prepared in
accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission.  The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<PAGE>




                     INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
Ammonia Hold, Inc.

We have audited the accompanying consolidated balance sheet of Ammonia
Hold, Inc. and subsidiaries as of June 30, 1998 and the related
consolidated statement of operations, stockholders' equity and cash
flows for the years  ended June 30, 1998 and 1997.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. 

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 consolidated
financial statements are free of material misstatement.  Au audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Ammonia Hold, Inc. and it's subsidiaries as of June 30, 1998 and
the results of their operations and cash flows for the years ended
June 30, 1998 and 1997 in conformity with generally accepted
accounting principles.



Crouch, Bierwolf & Chisholm
September 25, 1998
<PAGE>

                 Ammonia Hold, Inc. and Subsidiaries
                     Consolidated Balance Sheets

                                ASSETS

                                                          June 30,   
                                                            1998      
CURRENT ASSETS
 Cash and cash equivalents (Note 1)                    $   854,883
 Accounts receivable net of 
   allowance for doubtful accounts
   of $25,275                                              299,086
Prepaid expenses                                            30,213
Investments in Trading equities (Note 1)                 1,646,575
Inventory                                                  587,376
Other receivables and accrued interest                      78,589
Total Current Assets                                     3,496,722

PROPERTYY, PLANT
  AND EQUIPMENT
 Depreciable assets - net of accumulated
   depreciation (Note 1)                                 1,359,628
 Land                                                      246,212
    Total Property, Plant and
      Equipment                                          1,605,840

OTHER ASSETS
 Patents - net of accumulated
   amortization of $222,123 (Note 1)                       441,063
 Investment in Held to Maturity Bonds                      699,212
    Total Other Assets                                   1,140,275

 TOTAL ASSETS                                          $ 6,242,837









                             (continued)
<PAGE>

                 Ammonia Hold, Inc. and Subsidiaries
                     Consolidated Balance Sheets
                             (continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         June 30,    
                                                           1998      
CURRENT LIABILITIES
  Accounts payable                                    $   198,189
  Accrued expenses                                         23,020

    Total Current Liabilities                             221,209

STOCKHOLDERS' EQUITY
  Series A Convertible Preferred
  Stock.  3,000 shares authorized
  0 shares issued and outstanding
  at June 30, 1998                                           -   

  Common Stock, par value $.001
  authorized shares 100,000,000:
  7,967,190 shares Issued and outstanding                   7,967
  Paid in Capital                                      10,096,457
  Accumulated deficit                                  (4,046,091) 
  Less: Treasury stock at cost                            (36,705) 
     Total Stockholders' Equity                         6,021,628

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                $ 6,242,837

<PAGE>

                 Ammonia Hold, Inc. and Subsidiaries
                Consolidated Statements of Operations

                                                For the years ended June 30,   
                                                 1998                1997 
SALES - NET ALLOWANCE
  AND DISCOUNTS                             $ 1,134,189          $1,110,490
COST OF SALES                                   605,707             798,874

GROSS PROFIT                                    528,482             311,616

GENERAL & ADMINISTRATIVE                      1,110,304           1,560,362

OTHER INCOME                                    663,249              62,426

INCOME (LOSS) BEFORE
  INCOME TAXES                                   81,427          (1,186,320) 

PROVISIONS (BENEFIT) FOR
  INCOME TAXES                                     -                 (5,000) 

NET INCOME (LOSS)                            $   81,427         $(1,181,320) 

DEEMED DIVIDEND (NOTE 6)                           -             (1,600,000) 

NET INCOME AVAILABLE TO
 COMMON SHAREHOLDERS                         $   81,427         $(2,781,320) 

NET INCOME (LOSS) PER SHARE                  $    0.014         $    (0.620) 
WEIGHTED AVERAGE 
  OUTSTANDING SHARES                          6,006,323           4,485,803

FULLY DILUTED EARNINGS (LOSS)
  PER SHARE                                  $    0.011         $    (0.620) 

FULLY DILUTED AVERAGE OUTSTANDING
  SHARES                                      7,610,364           4,485,803
<PAGE>
<TABLE>
                          Ammonia Hold, Inc.
           Consolidated Statements of Stockholders' Equity
<CAPTION>
                                               Additional                       Additional     Retained  
                             Preferred Shares   Paid-in        Common Stock     Paid-in       Earnings      Treasury  
                              Shares   Amount   Capital      Shares    Amount   Capital       (Deficit)      Stock    
                              <C>       <C>  <C>          <C>         <C>     <C>           <C>            <C>      
Balance on June 30, 1996          -      -          -      3,867,278  $ 3,867 $ 3,224,195   $(1,346,198)   $     -   

Issued common stock for patent    -      -          -         35,714       36     199,964          -             -

Issued common stock for cash      -      -          -        488,666      488     499,512          -             -

Issued common stock for cash      -      -          -         76,923       77     499,923          -             -

Issued common stock for cash      -      -          -         90,834       91     544,909          -             -

Issued common stock for cash   3,000     3     2,624,997        -        -           -             -             -

Deemed Dividend (Note 7)          -      -          -           -        -      1,600,000    (1,600,000)         -

Net income (loss) for the 
  year ended June 30, 1997        -      -          -           -        -           -       (1,181,320)         -

Balance on June 30, 1997       3,000  $  3   $ 2,624,997   4,559,415  $ 4,559 $ 6,568,503  $ (4,127,518)   $     -

Preferred stock converted 
  to common stock             (3,000)   (3)   (2,624,997)  2,979,413    2,980   2,622,020          -             -

Issued common stock to 
  acquire subsidiary              -      -          -        403,362      403     856,740          -             -

Issued common stock to 
  cancel options                  -      -          -         25,000       25      49,194          -             -

Treasury stock at cost            -      -          -           -        -           -             -          (36,705)

Net income (loss) for the
  year ended June 30, 1998        -      -          -           -        -           -           81,427          -
 
Balance on June 30, 1998          -   $  -   $      -      7,967,190  $ 7,967 $10,096,457  $ (4,046,091)    $ (36,705)

</TABLE>
<PAGE>

                      Ammonia Hold, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows

                                                    For the years ended June 30,
                                                          1998         1997 
Cash Flows from Operating Activities

Net gain (loss)                                       $   81,427    $(1,181,320)
Non-cash items:
     Depreciation                                         62,116         44,426
     Amortization                                         39,011         37,852
     Bad debt expense                                      4,500            468
     Stock issued to cancel options                       49,219           -   
     Stock received from building sale                  (495,704)       550,504
Changes in current assets and liabilities:
        (Increase) decrease in:
            Accounts receivable                         (252,336)         4,592
            Prepaid expenses/deposits                    351,319       (360,924)
            Inventories                                 (259,512)       (38,287)
        Increase (decrease) in:
            Accounts payable                             125,094         66,777
            Income tax payable                              -           (16,199)
            Accrued liabilities                           23,020         (4,602)
        Net Cash provided (Used) by
            Operating Activities                        (271,846)      (896,713)

Cash Flows from Investing Activities
        Purchase Facility                               (392,920)          - 
        Purchase of equity & bonds                    (1,457,037)          -  
        Purchase of property and equipment               (72,525)      (398,570)
        Acquisition of subsidiary                       (175,000)          -  
        Net Cash Provided (Used) by
            Investing Activities                      (2,097,482)      (398,570)
Cash Flows from Financing Activities
        Issuance of Preferred Stock                         -         2,625,000
        Issuance of common stock                            -         1,545,000
        Net Cash Provided (Used) by
            Financing Activities                            -         4,170,000

Increase (Decrease) in Cash                           (2,369,328)     2,874,717

        Cash and Cash Equivalents at
            Beginning of Period                        3,224,211        349,494

Cash and Cash Equivalents at
        End of Period                                $   854,883    $ 3,224,211
                                  (Continued)
<PAGE>

                      Ammonia Hold, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                  (Continued)

                                                  For the years ended June 30,
                                                          1998         1997
SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION:

    Cash paid for interest                             $     29     $     -   
    Cash paid for income taxes                              -             - 

NON CASH FINANCING 
        ACTIVITIES:

Issued stock for subsidiary                            $ 857,143          -
Issued stock for patent                                     -       $  200,000

<PAGE>
               AMMONIA HOLD, INC. AND Subsidiaries
            Notes to Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

   Organization - Ammonia Hold, Inc. (AHI-Utah) (formerly Key
   Waste management, Inc.) was incorporated in the state of Utah
   on July 10, 1980.  On June 30, 1994, pursuant to a stock
   exchange agreement, AHI-Utah acquired all of the stock of
   Ammonia Hold, Inc. (AHI-Texas), a Texas corporation, in
   exchange for 2,679,391 shares of AHI-Utah which represented 71%
   of the total outstanding shares.  Because the shares issued in
   the acquisition of AHI-Texas represented 71% of the then
   outstanding shares of AHI-Utah, AHI-Texas was deemed, for
   financial reporting purposes, to have acquired AHI-Utah. 
   Accordingly, the acquisition of AHI-Utah by AHI-Texas was
   accounted for as a purchase of the net liabilities of AHI-Utah
   consisting principally of an insignificant amount of accounts
   payable.

   FiveStar Products Corporation (FiveStar) was incorporated in
   the state of Utah on March 31, 1995.  FiveStar had no material
   activity.

      Super Dry Industries, Inc. (a Mississippi corporation) (Super
   Dry) was incorporated on January 20, 1992.  Effective May 1,
   1998 Ammonia Hold, Inc. acquired all of the issued and
   outstanding shares of Super Dry in exchange for $175,000 cash,
   and $600,000 worth of Ammonia Hold restricted common stock. 
   The number of shares issued was determined by multiplying the
   stock price at closing by .70 then dividing the result into
   600,000.  The total number of restricted common stock was
   403,362.

      Acquisition of Subsidiary - On May 1, 1998, the Company
   acquired 100% of the common stock of Super Dry Industries, Inc.
   for $175,000 in cash and 403,362 shares of restricted common
   stock in Ammonia Hold.  The stock was valued at $857,143 or
   $2.15 per share.  The acquisition was recorded as a purchase
   for financial accounting purposes.

   Capitalization Changes - Immediately prior to the merger, the
   shareholders of AHI-Utah approved a 20 for 1 reverse split. 
   Common stock issued and outstanding, and additional paid-in
   capital have been restated to reflect the reverse stock split. 
   The shareholders also authorized 25,000,000 shares of preferred
   stock $.001 par value, with terms, rights and preferences to be
   determined by the Board of Directors at the time of issuance. 
   As of June 30, 1997, 3,000 preferred shares have been issued
   for $2,625,000 in cash.

   The principal business of the Company is the manufacture of
   monocalcium phosphate and related products for sale to
   retailers mainly in the United States.  The company sells its
   products to some international customers (about 5% of total
   sales).

   Principles of Consolidation - The consolidated financial
   statements as of June 30, 1998 and 1997 include the accounts of
   AHI-Utah, its wholly owned subsidiary FiveStar, and the
   activity of Super Dry from May 1, 1998 to June 30, 1998.

   Collectively, these entities are referred to as the Company. 
   All significant intercompany transactions and accounts have
   been eliminated.

   Accounting Method - The Company's financial statements are
   prepared using the accrual method of accounting.

   Cash and Cash Equivalents - The Company considers all highly
   liquid investments with a maturity of three months or less when
   purchased to be cash equivalents.

   Inventories - Inventories are reported at the lower of cost or
   market as determined on the first-in first-out (FIFO) method.

   Prepaid Consulting Fees - During fiscal 1996, the Company
   issued 117,000 shares of stock to an unrelated party in an
   exchange for $643,500 of prepaid marketing services.  At
   December 31, 1996, substantially all of the prepaid marketing
   expenses had been expensed.  In May 1997, the Company prepaid
   $405,000 in cash and options (see note 8) for a six month
   marketing contract.  At June 30, 1997 prepaid consulting fees
   included $334,482 from this contract.  

   Patent - Patent costs are capitalized as incurred and are
   amortized over the remaining life of the patent.  The company
   considers the estimated life of patents to be 17 years.

   Purchase and Sale of Property - On August 5, 1997, the Company
   purchased ten acres of land and a 55,000 square foot
   manufacturing/office facility for $392,920.  The facility was
   rented until November, 1997.  During November 1997, the Company
   sold the building for $888,750 worth of restricted common stock
   of Pet Quarter Inc. (1,777,500 shares).  The shares were valued
   at fifty cents per share.  The property was appraised at
   $975,000.  The restricted stock is recorded as "Investment in
   Trading Equities" since the restriction will expire within one
   year.

   The Company acquired an option to purchase the facility within one year
   of the sale for 1,777,500 shares of Pet Quarters Inc. stock.
<PAGE>

                  Ammonia hold, Inc.  and Subsidiaries
             Notes to Consolidated Financial Statements
                            June 30, 1998

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

   Depreciable Property- Property, plant and equipment is stated at
   cost.  Major renewals and betterments are capitalized while
   expenditures for maintenance and repairs are charged to operations
   as incurred.  Depreciation is computed on the straight-line method
   over estimated useful lives of five to ten years for equipment and
   fixtures and thirty years for buildings.

   Property, Plant and Equipment consist of the following:

                                          June   30,       
                                             1998
   Building                             $   361,262
   Equipment                              1,100,186
   Fixtures                                  37,139  
   Land                                     246,212
     Total property, plant and equipment  1,744,799 
     Less: accumulated depreciation        (138,959)
     Net property, plant and equipment  $ 1,605,840 
   
   Depreciation expense was $62,116 and $44,426 for the years ended
   June 30, 1998 and 1997, respectively.
   
   Net Income (Loss) Per Share - The computation of net income (loss)
   per common share is based on the weighted average number of common
   shares outstanding during the period.  Fully diluted earnings per
   share includes the assumed conversion of preferred stock into common
   stock at the beginning of the period.
   
   Provision for Income Taxes - Deferred income taxes arise from timing
   differences between financial reporting and tax reporting income and
   expenses.  Deferred taxes are classified as current or noncurrent,
   depending on the classification of the assets and liabilities to
   which they relate.  Deferred taxes arising from timing differences
   that are not related to an asset or liability are classified as
   current or noncurrent, depending on the periods in which the timing
   differences are expected to reverse.
   
   Super Dry was an S corporation prior to its acquisition by Ammonia
   Hold.  As such, the past operating losses are not available for use
   by the Company as they were reported on the individual tax returns
   of the previous shareholders.
   
   The Company has a June 30 year end for income tax reporting
   purposes. The Company has approximately $1,446,000 of net operating
   losses that may be offset against future taxable income.  These NOL
   carryforwards begin to expire in 2009.  The Company believes there
   is a 50% or greater chance that the remaining carryforward will
   expire unused, therefore, no provision for tax benefit has been
   recorded.
   
   Use of Estimates in the Preparation of Financial Statements - The
   preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates
   and assumptions that affect reported amounts of assets and
   liabilities, disclosure of contingent assets and liabilities at the
   date of the financial statements, and revenues and expenses during
   the reporting period.  In these financial statements, assets,
   liabilities and earnings involve extensive reliance on management's
   estimates.  Actual results could differ form those estimates. 
<PAGE>

               Ammonia Hold, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements
                          June 30, 1998
   
NOTE 2 - INVENTORIES

   The company uses the FIFO (first-in, first-out) method for inventory 
   valuation.  

  Inventories consist of the following at June 30, 1998:
                                                    1998
   Raw materials                             $     145,407      
   Work-in-progress                                269,456                
   Finished goods                                  172,513                      
                                 
   Total                                     $     587,376

NOTE 3  - OPERATING LEASES

   The Company rents office and warehouse space on a month-to-month
   basis with monthly rental payments of approximately $1,360.  Total
   rent expense amounted to $15,233 and $18,329 for the years ended
   June 30, 1998 and 1997, respectively.

NOTE 4 - SALES TO PRINCIPAL CUSTOMER

   The majority of the Company's sales (approximately 46% in the years
   ended June 30, 1998 and 1997) were to a principal customer, which is
   a national retail chain located in the United States, of which
   $86,878 and $42,077 was receivable at June 30, 1998 and 1997.

NOTE 5 - STOCKHOLDERS' EQUITY TRANSACTIONS

   During the year ended June 30, 1997, the Company had the following
   stock transactions:

      1.     The Company issued 35,714 shares of common stock in exchange
   for a patent.  The patent was valued at $200,000. 

      2.     The Company issued 488,666 shares of common stock in exchange
   for $500,000 in cash.

      3.     The Company issued 76,923 shares of common stock in exchange
   for $500,000 in cash.

      4.     The Company issued 90,834 shares of common stock in exchange
   for $545,000 in cash.

      The price at which stock was issued differed due to differences in
   separately negotiated agreements and changes in trading volumes.  

   During the year ended June 30, 1998, the Company had the following
   stock transactions:

      1.    All of the preferred stockholders converted their preferred
   stock for common stock during the year (See Note 7).

      2.     The Company issued 403,362 shares of common stock (along with
   cash) to acquire Super Dry Industries, Inc. (See Note 1)

      3.    The Company issued 25,000 shares of restricted common stock to
   cancel options to purchase 500,000 shares of common stock (see
   Note 7).  The Company recorded an expense of $49,219 to reflect the
   market price of the common stock at the time of the transaction.
<PAGE>

                  Ammonia Hold, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements
                             June 30, 1998

NOTE 6-PREFERRED STOCK

     On June 5, 1997 the Company issued 3,000 shares of Series A
     Convertible Preferred Stock.  These shares have a par value of
     $.001 and are entitled to receive dividends as if they were
     converted to Common Stock (see conversion rights below).  Upon 
     liquidation, dissolution, or winding up, these shares are
     entitled to a liquidation preference of $1,000 per share.

     Each share is convertible, at the option of the holder at any
     time, into common stock as follows:

          $1,000 divided by the lower of (1)sixty-five percent
          (65%) of the market price of the common stock
          (determined by the closing bid price averaged over the
          five preceding days prior to conversion) or
          (2)$3.515625, adjusted for stock splits or dividends.

     The Company has recorded a deemed dividend related to the
     issuance of the preferred stock.  This deemed dividend is due to
     the large discount between the conversion price and the market
     price of common stock on the day of issuance.  The deemed
     dividend is calculated at $1,600,000 which represents the amount
     of common stock the preferred shareholders could have converted
     to (65% divided by $3,000,000) on the day of issuance less the
     $3,000,000 received.  Retained earnings and additional paid in
     capital have been adjusted to reflect the dividend.  

     During the year ended June 30, 1998, all of the preferred
     shareholders converted their shares of preferred stock for common
     stock.

NOTE 7-WARRANTS AND OPTIONS:

         The Company has the following options outstanding at June 30, 1997.

                   Amount                      Price             Expiration  
              100,000 Shares                 $   4.25           May 22, 1998
              100,000 Shares                     4.75           May 22, 2002
              100,000 Shares                     5.25           May 22, 1999
              100,000 Shares                     6.25           May 22, 2000
              100,000 Shares                     7.25           May 22, 2001
              100,000 Shares                     8.25           May 22, 2002
   
        These options were cancelled by issuing 25,000 shares of common 
        stock (See Note 6).
   
        On May 14, 1998, the Company entered into an agreement with a
        marketing firm in which the marketing firm will market the
        Company's products to wholesalers and retailers.  In connection
        with this agreement the Company granted options to purchase an
        aggregate of 1,100,000 shares of the Company's common stock for
        the purchase price of $2.6875 per share.
   
        The first 550,000 shares are exercisable if the aggregate sales
        of company products for which the marketing firm is responsible
        reaches $5,000,000 within 18 months of May 14, 1998.
   
        The second 550,000 shares are exercisable if the aggregate sales
        of company products for which the marketing firm is responsible
        reaches $10,000,000 within 3 years of May 14, 1998.
   
        If the first option is not exercisable because sales did not
        reach $5,000,000 but the sales within 3 years does reach
        $10,000,000 then an additional 550,000 shares will be
        exercisable.
<PAGE>

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

    This Item is not Applicable.

                             PART III

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

    The following table sets forth the names, ages, and offices
held with the Company by it's directors and executive officers:

     Name                 Position        Director Since      Age
Michael D. Parnell      President, Chief        1996          39
                         Executive Officer
                         and Director
Dan N. Thompson         Secretary/Treasurer     1994          35 
                         Chief Financial
                         Officer and Director
Robert S. Ligon         Director                1994          76
Charles R. Nickle       Director                1997          44
William H. Ketchum      Director                1997          66

     All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified.  There are no agreements with respect to the election of
directors.  The Company has not compensated its directors for
service on the Board of Directors or any committee thereof.  Any
non-employee director of the Company is reimbursed for expenses
incurred for attendance at meetings of the Board of Directors and
any committee of the Board of Directors.  The Executive Committee
of the Board of Directors, to the extent permitted under Utah law,
exercises all of the power and authority of the Board of Directors
in the management of the business and affairs of the Company
between meetings of the Board of Directors.  Each executive officer
serves at the discretion of the Board of Directors.

     The business experience of each of the persons listed above
during the past five years is as follows:

     Michael D. Parnell is the President and Chief Executive
Officer of the Company.  Mr. Parnell is a graduate of the
University of Arkansas with a degree in Agricultural Economics.  He
has over 17 years experience in the investment banking business was
associated with Paine Webber until 1997.  Mr. Parnell has been
associated with the Company since its inception and became
President and a director in 1996.

     Dan N. Thompson is the Secretary / Treasurer and Chief
Financial Officer of the Company.  Mr. Thompson is a graduate of
Texas A & M with a degree in industrial distribution.  Mr. Thompson
is currently the Denver district sales manager for the Trane
Corporation.

     Robert S. Ligon  is a graduate from the University of Arkansas
with a degree in business administration.  In 1989, Mr. Ligon
retired from Ligon Brothers, Inc., a heavy equipment wholesaler. 
Mr. Ligon was the original President of AHI-Texas.

     Charles R. Nickle is a graduate from the University of
Arkansas with a degree in civil engineering.  Mr. Nickle is
currently Vice President of McGoodwin, Williams and Yates, Inc. 
His professional experience includes project planning, design, and
construction management of water treatment facilities and
distribution systems, drainage facilities and wastewater treatment
and collection facilities.

     William H. Ketchum is a graduate from the University of
Arkansas with a degree in business administration and a masters in
operational management.   Mr. Ketchum is a retired Naval Officer
and is currently involved in real estate, cattle and farming
operations, and the sanitation and recycling business.

Item 10.  Executive Compensation

     The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors, nor has the Company entered into employment contracts
with any of the aforementioned persons.  Beginning with the quarter
ended March 31, 1998, director receive $500 per quarter as a
directors' fee.

Cash Compensation

     The following table sets forth all cash compensation paid by
the Company for services rendered to the Company for the fiscal
years ended June 30, 1996, 1997 and 1998, to the Company's Chief
Executive Officer.  No executive officer of the Company has earned
a salary greater than $100,000 annually for any of the periods
depicted.
<PAGE>

                    Summary Compensation Table
                         
                                                  Other      All
                                                  Annual    Other
Name and               Fiscal                     Compen-  Compen-
Principal Position      Year     Salary   Bonus   sation   sation
Michael D. Parnell,     1998    $55,499   $ -0-   $ -0-    $1,000
 President, C.E.O.      1997     53,999     -0-     -0-       -0-
                        1996        -0-     -0-     -0-       -0-
Mathew Hoff(1)          1997     53,999     -0-     -0-       -0-
 President, C.E.O       1996     26,512     -0-     -0-       -0-
__________________
     (1)  President and C.E.O. of the Company until 1997

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

     The following table sets forth information, to the best
knowledge of the Company as September 30, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director and all
directors and officers as a group.

Name and Address              Amount and Nature of           Percent 
of Beneficial Owner           Beneficial Ownership         of Class(1)

Michael D. Parnell*                478,508                   6.0% 
10 Gunnebo Drive
Lonoke, AR 72086

Dan N. Thompson*                     3,353                   .04% 
10 Gunnebo Drive
Lonoke, AR 72086

Robert S. Ligon*                   223,210                    2.8 
10 Gunnebo Drive
Lonoke, AR 72086

Charles R. Nickle*                  25,000                    .3% 
10 Gunnebo Drive
Lonoke, AR 72086

William H. Ketchum*                  23,850                   .3% 
10 Gunnebo Drive
Lonoke, AR 72086

All directors and executive          753,921                 9.5% 
officers as a group
(5 persons in group)
                                        
*  Director and/or executive officer
      Note: Unless otherwise indicated in the footnotes below, the
      Company has been advised that each person above has sole
      voting power over the shares indicated above.

    (1) Based upon 7,967,190 shares of common stock outstanding on
    October 9, 1998.

Item 12.      Certain Relationships and Related Transactions

    During the Company's last two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family,
except as set forth below.

    During the fiscal year ended June 30, 1997, the Company
borrowed $68,000 from the trust of the mother of the Company's
President, Michael D. Parnell, of which Mr. Parnell is trustee. 
The loan was represented by a note dated February 28, 1996, which
was due upon demand and carried an interest rate of eight percent
(8%) per annum.  The loan was repaid in its entirety as of June 30,
1997.  

    Also during the fiscal year ended June 30, 1997, the Company
acquired from one of its directors, William H. Ketchum, ten (10)
acres of land located in Lonoke, Arkansas, in exchange for 41,200
shares of the Company's common stock.  The property was used to
develop the Company's current principal place of business.

                              PART V

Item 13.      Exhibits and Reports on Form 8-K

    (a)  Exhibits

Exhibit No.                Exhibit Name          

        *3.1  Articles of Incorporation and all amendments thereto
        *3.2  By-Laws
        *4.1  Instrument defining rights of holders
       *10.1  Licensing Agreement dated April 1, 1996 with Grace Holdings
        21.1  Subsidiaries
        27    Financial Data Schedules
                                           
 *   Previously filed as Exhibit to Form SB-2.

         (b)      The Company did not file any reports on Form 8-K for the
         three month period ended June 30, 1998.
<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.

                                            AMMONIA HOLD, INC.          



                                    BY:     /S/ Michael D. Parnell  
                                                  (Signature)
                                             Michael D. Parnell,
                                             President and C.E.O.

Dated:   October 13, 1998


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

      Signature           Title                             Date     

                          President, C.E.O. and             
                          Director                    October 13, 1998
/S/ Michael D. Parnell             
       (Signature)
    Michael D. Parnell

                          Vice President and      
                          Director                    October 13, 1998
/S/ Dan N. Thompson       Chief Accounting Officer
      (Signature)         Principal Financial Officer
    Dan N. Thompson

                                                      October 13, 1998
/S/ Robert S. Ligon       Director
      (Signature)
    Robert S. Ligon


                                                      October 13, 1998
/S/ Charles R. Nickle     Director
       (Signature)
    Charles R. Nickle


                                                      October 13, 1998
/S/ William H. Ketchum    Director
       (Signature)
    William H. Ketchum