FORM 10-KSB
                      SECURITIES AND EXCHANGE COMMISSION
                    Washington,  D.C.  20549
     [X]       15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF               
                  THE SECURITIES  EXCHANGE  ACT  OF  1934
                 For  the  fiscal  year  ended:  6/30/98
                                      OR
     [ ]       15,TRANSITION REPORT PURSUANT TO SECTION 13 OR              
              15(D)  OF  THE  SECURITIES  EXCHANGE ACT OF 1934
     For the transition period from _____________  to  _______________
                Commission  file  number:   0-22965

                                Pinnacle Resources, Inc..
                 (Exact name of Small Business Issuer in its charter)


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

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

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


Securities  registered  pursuant  to
    Section  12(b)  of  the  Act:                    None
Securities  registered  pursuant  to
     Section  12(g)  of  the  Act:    Common  Stock,  $.00001  par  value

Check  whether  the  Company (1) has filed all reports required to be filed by
Section 13  or  15(d)  of the Securities Exchange Act during the preceding 12
months  (or  such  shorter  period that the Company was  required to file such
reports), and (2)  has been subject to such filing requirements for at least
the  past  90  days.      Yes [x]__ No [ ]_____

Check  if  there is no disclosure of delinquent filers in response to Item 405
of  Regulation S-B  is  not contained in this form, and no disclosure will be
contained, to the best of Company'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.  [x]

The Company's revenues for its most recent fiscal year was $0.
As of June 30, 1998, the market value of the Company's voting $.0000 par
value common stock held by non-affiliates of the Company was $0. 

The number of shares outstanding of Company's only class of common stock, as 
of June 30, 1998 was 4,150,000 shares of its $.00001 par value common stock.
Check  whether the Issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [x]  No [ ]
No documents are incorporated into the text by reference.

Transitional  Small  Business  Disclosure  Format  (check  one)
 Yes                No     x   
     --------          --------       













<PAGE>  2
                                    PART I
ITEM  1.    BUSINESS  General

A.   Business Development.    Pinnacle Resources, Inc. (the "Company") is a 
development stage company, incorporated pursuant to the laws of the State of 
Wyoming on January 6, 1995 under the name of Claremont House, Corp.   On June 
26, 1997, the Articles of Incorporation were amended to change the name of 
the Company to Pinnacle Resources, Inc. and to authorize 2,000,000 Preferred 
Shares with a par value of $.01 per Preferred Share.   Additionally, the 
Company effectuated a 1 for 3.3333 reverse stock split reducing the number of 
outstanding Common Shares from 500,000 to 150,000.   

The Company has had limited operations since its inception in 1995 due to its 
lack of working capital.   The Company was originally established with the 
idea of providing "Assisted Living Facilities" to at risk (frail) senior 
citizens.   Management never commenced operations regarding this venture due 
to a lack of funding. In June, 1997, the Company issued 4,000,000 (post 
split) Common Shares for cash at $.025 per Common Share for an aggregate of 
$100,000 to thirteen individuals who were then non-affiliates.  The new 
owners of Claremont House, Corp. did not acquire the Company in order to use 
Claremont House, Corp. or its predecessors, as the object of a merger or 
acquisition.  Claremont House, Corp. was acquired, and its name changed to 
Pinnacle Resources, Inc., in order to more clearly identify its new mandated 
business purpose, which is to evaluate, structure, and complete a merger 
with, or acquisition of, another unrelated privately-owned corporation. In 
the course of its activities, the Company plans to arrange (or provide) 
funding for companies that it evaluates and will try to structure merger or 
acquisition opportunities so that conditions are advantageous to the Company.   
Victory Minerals Corp., a holding company controlled by Glen Gamble, 
purchased 2,000,000 of those Common Shares.    Currently, the Company is 
engaged in the business of providing financial services to emerging growth 
companies in the United States, as well as development stage companies 
located in selected developing countries, primarily in Africa and South 
America.

Since inception, the Company has not had any material financial activities.

The Company is filing this Form 10-SB on a voluntary basis to provide full 
disclosure to its shareholders and to meet one of the requirements of a 
NASDAQ listing.   Until the Company, if ever, meets all of the requirements 
of a NASDAQ listing, the Company intends to seek quotation on the OTC 
Bulletin Board, which is managed by the NASD.   The Company does not know 
approximately when it shall seek said quotation on the OTC Bulletin Board.  
The Company will voluntarily file periodic reports in the event that its 
obligation to file such reports is suspended under the Exchange Act.

Many states limit the resales of securities of shell companies.   As a 
result, such restrictions may be placed upon the Company's shareholders even 
though the Company now has a stated business purpose.   The Company has not 
yet applied for secondary trading in any specified states and does not know 
specifically of any such restrictions.

B.  Business of Company.   The Company will engage in the business of 
financial services, making small commercial loans to, and equity investments 
in, emerging growth companies which are unable to obtain financing from 
traditional sources.   The Company intends to be in the financial services 
business and may also furnish financial consulting services and advice as an 
incidental part of any other agreement or arrangement.

The Company will focus its financing and capital arrangement activities on 
emerging growth companies which plan to raise capital in the public markets 
within a reasonably short period of time, i.e., one to two years.   
Although the Company will initially target small mining companies due to its 
contacts in that industry, management has not identified any particular 
industry within which the Company will focus its efforts.   Rather, 
management intends to identify any number of candidates which may be brought 
to its attention through present associations or by word-of-mouth.   However, 
the Company will direct its activities in seeking and evaluating suitable 
candidates for financing both in the United States and on companies operating 
in selected stable, developing countries, principally in Africa and South 
America.

In addition to domestic financing experience, management's historical 
exposure has been in Southern Africa and South America.     Even though the 
Company intends to review and evaluate a variety of funding opportunities, 
the bulk of the management's funding and financing experience has been 
concentrated in the mineral and mining industry; therefore management's 
experience would be limited in the financing of projects outside the mining 
industry.   In Africa and South America, management assisted in funding a 
variety of mining opportunities.   For example, a gold operating company in 
Bolivia; a domestic brokerage firm for placing two active diamond properties 
in South Africa; a gold claims leasing project in Zimbabwe; and a 
leasing/title program for a vanadium ore property and a platinum ore property 
both located in South Africa.  Based on this exposure, management is of the 
opinion that the need for outside sources of funding by mining companies in 
these markets has potential.   The Company is attracted to these areas 
because they represent some of the most highly mineralized areas in the 
world.   Additionally, the Company's management has some prior expertise and 
working knowledge in these markets.   The Company expects to encounter normal 
timing difficulties with third world governmental regulations and bureaucracy 

<PAGE>3

that could slow down and encumber the Company's planned business activities.   
In the third world countries it is not uncommon during the application and 
approval process relating to surface and mineral titles; drilling and 
exploration permits; mineral and mining leases; easements and rights-of-way; 
water or power access and usage; environmental and restoration plans; etc., 
to be exceedingly slow compared to United States standards.  Based on 
management observation and past experience, these third world countries often 
have only one person qualified to process any particular application; and 
sometimes they have no one qualified to evaluate an application and the 
department has to seek an outside consultant's report prior to processing an 
application.   In geographic areas where prospecting and mining activity is 
abundant, regulatory departments can be understaffed, resulting in delays in 
the application process.

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

The Company's operating strategies will be to provide financing solutions to 
privately-held corporations and other companies which, in all likelihood, do 
not meet the overall credit standards typically required by commercial banks 
in today's restrictive credit environment.   Management believes that 
commercial banks are reluctant to make loans to small and newly organized 
companies and, in the instances in which such loans are made, they are 
heavily collaterized by homes and other personal assets in virtually every 
case.   Commercial bankers typically do not lend to companies with limited 
assets, or which have been in business for less than three or four years.   
Most, if not all, of the companies which will be candidates for loans and/or 
equity investments by the Company or for other sources of capital known to 
management, will not have an operating history which will support bank loans.   
These companies, primarily privately-held corporations to be targeted by the 
Company, may have negative working capital positions, negative cash flow, 
recurring losses or other negative characteristics relating to their past 
performance which would result, in all probability, in a bank's refusal to 
lend funds.   The Company may consider as candidates for financing, 
corporations and entities which are affiliated with the Company, or in which 
the Company or executive officers, directors and/or controlling shareholders 
have an equity interest.

While the Company may require, as a condition to making a loan to any 
particular candidate, adequate collateral as security, the Company will rely 
upon the expertise and experience of its management on a case-by-case basis 
in making the determination regarding the issue of collateral.   Management 
will not employ any specific formula for collateral coverage and may make 
unsecured signature loans under circumstances deemed acceptable by 
management.   Banks, on the other hand, traditionally require collateral 
coverage of approximately 133% for accounts receivable, 300% for inventory 
and 200% of liquidation value for real estate, equipment and other tangible 
assets.   The Company intends to charge interest rates on loans in a range 
from 5% to 18% and to obtain equity participation in the form of warrants or 
options to purchase shares of the common stock of the entity financed or 
other forms of securities in order to provide additional yield enhancement.   
Where the Company receives such warrants, options or other securities, the 
Company may distribute such securities to its shareholders as a stock 
dividend, subject to compliance with applicable state and federal securities 
laws.   In addition to or in lieu of the aforementioned types of securities, 
the Company may seek to obtain an interest in revenues, a carried working 
interest or other carried interest in an operating, producing mine or oil, 
gas or mineral property owned by a mining or energy-related company financed 
by the Company or its other capital sources.   Depending upon the nature of 
the legal interest or right obtained, the Company could become subject to 
liability in addition to that of a shareholder or holder of a debt 
instrument.

The Company recently has been asked by the management of Plateau Resources 
(Pty) Ltd., a South African development-stage corporation, to arrange funding 
in order to initiate a drilling and exploration program on their undeveloped 
properties.

Plateau Resources (formerly Bougleigh 126 (Pty) Ltd} was organized in 
February 1995 and its business activities to date have been confined to South 
Africa.   Plateau has been awarded Prospecting Rights on lands that have 
platinum group metals (PGM's) potential.  To date, no drilling or exploration 
has been conducted on these lands by either Mr. Gamble or Plateau.  

Plateau required operational capital which was provided by a third party 
investor introduced to the Plateau opportunity independently by the efforts 
of Mr. Gamble for a fee.  Plateau is currently seeking drilling and 
exploration funds in the amount of US$1.5 million in order to initiate a core 
drilling program over the next eighteen months.   If the funding is 
completed, this exploration program will either prove or disprove the 
commercial feasibility of the anticipated PGM reserves of platinum, 
palladium, ruthenium as well as base metals of copper and nickel.  The 
Company made a $75,000 loan to Plateau to use as a deposit for the drilling 
company.  Management anticipates these funds will be returned out of funding 
for Plateau's drilling and exploration program which the Company intends to 

<PAGE>4

arrange from private third party sources. If the Company is successful in 
achieving funding for Plateau Resources, then Company management expects to 
obtain an option for equity participation in Plateau Resources and perhaps an 
option to merge Plateau Resources in as a wholly owned subsidiary of the 
Company. The Company is of the opinion that equity participation in Plateau 
could be advantageous to the Company if Plateau successfully encounters a 
commercially feasible-mineable PGM ore reserve.  If any option is earned then 
the Company may, or may not, exercise such option depending upon the outcome 
of Plateau's exploration program.  Any anticipated option to merge is 
undefined and is presently not contemplated.

Other than this one opportunity, the Company is not currently evaluating any 
development-stage companies with a view to making a loan or stock purchase or 
arranging funding or any loan proposals and has no contingent loan agreements 
which are subject to approval.

Subject to market conditions, the Company may attempt to raise additional 
equity or debt capital to fund additional financing activities in the future.   
As of the date of this filing, management has no specific plans in this 
regard.   Management acknowledges that the Company may have insufficient 
capital with which to implement its business plans on the scale desired.   
Accordingly, the Company  may be capable of making only an extremely limited 
number of loans to, and/or equity investments in, companies to which 
traditional sources of capital are unavailable.

With the exception of loans to Asset Partners and Plateau Resources, the 
Company has not performed any financial services for any emerging growth 
clients or consummated or arranged any loans, equity investments or other 
financing transactions.  Further, no loans, stock purchases or other non-
traditional financing transactions are pending or under consideration.   The 
Company has no existing agreement or arrangement for the performance of 
financial services.

Prior to any affiliation with the Company, Mr. Glen Gamble, now President of 
the Company, and Victory Minerals Corp. (now a major shareholder of the 
Company) had arranged start-up financing for a South African mining company 
by the name of Plateau Resources (Pty) Ltd.  Mr. Gamble serves as a Director 
on the Board of Directors of Plateau Resources (Pty) Ltd. This entity was 
awarded mineral rights on certain undeveloped properties in May 1997 and is 
now seeking funding from the Company in order to continue its operations.  
Therefore, Plateau Resources (Pty) Ltd. has become the Company's first 
prospect.  Neither the Company nor Mr. Gamble (before assuming his position 
as President) had any pre-arrangement or prior commitment to Plateau 
Resources. 

Consequently, this opportunity with Plateau Resources came about because non-
related third-party financial commitments from within the Canadian mining 
industry failed to materialize. 

The Company has no pre-arranged financing with any other prospects. The 
Company has not made any prior commitments, or any understandings, with any 
third parties, or any of its affiliated entities, such as Victory Minerals or 
Re-Group, Inc. for financing or participation.   Additionally, the Company 
does not have any plans, arrangements, commitments or understandings to pay 
any finders' fees to any person or entity.   

The Company does not have any plans, arrangements, commitments or 
understandings to obtain an interest in an operating producing mine or oil, 
gas or mineral property owned by a mining or energy-related company.

Operating Strategy.   

Management of the Company will evaluate the future potential, credit 
worthiness and, if required, collateral of prospective candidates for funding 
by the Company or other sources, including corporate and individual lenders 
and investors, known to management.   The  fact that a corporation or other 
entity is affiliated with the Company or an equity interest in a prospective 
borrower is owned by one or more of the executive officers, directors and/or 
controlling shareholders of the Company, will not disqualify such entity from 
consideration as a potential borrower or recipient of investment capital.   
In order to minimize conflicts of interest, the Company has adopted a policy 
that any contracts or other transactions with entities with whom management 
is affiliated, or in which they have a financial interest, will be approved 
by a majority of the disinterested members of the Board of Directors and will 
be fair and reasonable, but that no such transactions by the Company shall be 
affected or invalidated solely because of such relationship or interest of 
directors or officers.   For purposes herein, the term "disinterested 
directors" are those directors who have no direct, pecuniary interest in a 
proposed transaction.   If the Company's Board of Directors is unavailable to 
approve a financing transaction with an affiliated or related party, the 
Company will require that the transaction be approved by a majority of the 
Company's shareholders, at a special meeting of shareholders called for such 
purpose.

Prior to funding any loans or equity investments, management of the Company 
will conduct a comprehensive credit investigation of the potential financing 
candidate.   The investigation will generally include, but not necessarily be 
limited to, the following: (I) a review of the prospective candidate's 
financial statements and operating and prior credit history; (ii) an analysis 


<PAGE>5

of the prospect's projected cash flow; (iii) a survey of the performance of 
other companies engaged in the candidate's business; (iv) an analysis of the 
value of the collateral, if any, proposed to secure a loan; and (v) the 
source of repayment for the loan.   In addition, management intends, as part 
of its credit procedures, to conduct a complete due diligence review of the 
prospective candidate's business at its offices, during which management 
proposes to review the prospect's record keeping systems and procedures, the 
historical and projected financial condition of the borrower/recipient of 
investment capital and its industry and any collateral offered to secure a 
loan.   Management may, in its discretion, conduct a formal, independent 
appraisal of any collateral offered to assure that the collateral can be 
liquidated without a loss in the event of a downturn in the economy, which 
appraisal may include an assessment of auction liquidation and/or fair market 
value.   Management intends to make the decision whether to arrange or fund a 
loan or purchase common stock of a financing candidate only after completing 
the number and type of credit procedures described above and as deemed 
necessary or appropriate, in the discretion of management, in order to 
determine the candidate's business potential and credit worthiness.

In instances deemed appropriate by management, the Company may require 
security in the form of inventory, accounts receivable, manufacturing and 
other operating equipment, other tangible assets and/or real estate used in 
the financing candidate's business.   With respect to asset-based loans which 
the Company may fund, management will have no fixed policy as to the 
percentage of collateral coverage required.   However, in almost every such 
case, management envisions that the percentage of collateral coverage 
required by it will be in excess of 100% of the amount of the loan.   
Additionally, management may require that any one or more of the officers, 
directors and principal shareholders of the borrower personally guarantee the 
indebtedness and, depending upon the prospective borrower's financial 
strength and the nature and value of any collateral, require, in addition, 
that the personal guarantees be collateralized separately.

Management of the Company will closely monitor the borrower's performance 
after funding a loan or equity investment and, with respect to a secured 
loan, intends to monitor the adequacy of the collateral at least on a monthly 
basis.   If the primary collateral is accounts receivable, management may 
require direct verification and a monthly aging of the receivables.    The 
Company's management intends to conduct aspects of its monitoring process, 
inducing, if necessary, a reappraisal of any collateral, periodically at the 
borrower's place of business.   Regardless of whether the financing provided 
by the Company takes the form of a loan, stock purchase or a combination 
thereof, management will maintain close contact with management of the 
financing recipient to ensure that the financial condition and overall 
performance of the borrower are acceptable and that any collateral remains 
adequate.   In the event of default in the payment of principal or interest 
on a loan, management may notify the borrower's customers to make payments 
directly to the Company via a lock box established for the borrower.   In a 
case where the Company arranges financing for, but does not itself fund, a 
development-stage company, management will also endeavor to monitor the 
borrower's performance if an equity interest in the form of common stock, 
warrants, options or any other type of security is received as part of the 
finder's or consulting fee.

Management has not adopted any policy regarding the maximum size of any loans 
or stock purchases which it may make with respect to a single company.   
Further, management has not determined any maximum percentage of its loan or 
stock portfolio which may be committed to loans or investments in excess of a 
specified amount.   Management, in its sole discretion, will determine 
guidelines for levels of concentration as to the diversity of companies which 
it funds and types of assets required as collateral for loans, in order to 
attempt to minimize credit losses.   However, management intends to employ a 
policy of maintaining a diversity of companies financed and types of 
collateral accepted as security for loans in order to minimize undue 
exposure.

Competition.    The Company is, and will remain for the foreseeable future, 
an insignificant participant among those firms which are also engaged in the 
business of the Company.   There are many established entities and financial 
concerns which have significantly greater financial and personnel resources 
and technical expertise than the Company.   Management will rely upon their 
own ability to generate potential lending candidates, either through their 
own personal industries in which management has had prior experience.  In 
view of the Company's extremely limited resources, it should be expected that 
the Company will continue to be at a significant competitive disadvantage 
compared to the Company's competitors.

Federal and/or State Regulation.   The Company is not subject to any federal 
or state regulations regarding its services.

Business Development Company.   As the Company obtains equity interests in 
companies who desire to become public, the Company may become subject to the 
provisions of the Investment Company Act of 1940 or the Investment Advisers 
Act of 1940.  It is possible that the Company may choose to elect to be 
treated as a Business Development Company ("BDC") pursuant to Section 54 of 
the Investment Company Act of 1940 (the "1940 Act").   On October 21, 1980, 
the 1940 Act was amended by a series of amendments which added sections 59 
through 65.   These sections comprise the Small Business Investment Incentive 



<PAGE>6

Act of 1980 (the "SMIIA").    For purposes of the SMIIA, a business 
development company is defined as a domestic closed-end company which is 
operated for the purpose of making certain types of investments and which 
makes available significant managerial assistance to the companies in which 
it invests.   Generally, a company which elects to be treated as a business 
development company, or intends within 90 days to so elect, is exempt from 
certain provisions of sections 1 through 53 of the 1940 Act.   

To take advantage of these special regulatory provisions, a BDC must comply 
with sections 59 through 65 of the 1940 Act, which require, among other 
things, that:
   a.   a majority of the BDC's directors must not be "interested persons" as 
defined in section 2(a)(19) of the 1940 Act;
   b.   A BDC is restricted in the kind of investments it can make, i.e., at 
least seventy percent of the BDC's assets (excluding assets necessary to 
maintain the business, such as office furniture) must consist of securities 
of small, developing business or financially troubled businesses and such 
liquid assets as cash or cash items, Government securities or short-term, 
high quality debt securities;
   c.   A BDC must annually furnish to its shareholders a statement, in such 
form and manner as the Securities and Exchange Commission may prescribe, 
about the risks involved in investing in a BDC due to the nature of its 
portfolio, and;
   d.   A BDC must have a class of equity securities registered under the 
1934 Act or have filed a registration statement under that section and must 
comply with the periodic reporting requirements under the 1934 Act, including 
annual reports, quarterly reports and reports of certain material changes, 
rather than with those in section 30 of the 1940 Act.

Employees.    The Company presently has two employees, none of whom are paid 
any salary.

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

ITEM 2.  PROPERTIES.

In May 1997, the Company moved its offices to 7345 E. Peakview Avenue, 
Englewood, Colorado 80111, a building rented and occupied by a shareholder in 
the Company.    As of July 1997, the Company pays $300 rent per month for its 
current office space. The Company's offices consist of approximately 500 
square feet of executive office space and secretarial area.   Management 
believes that this space will meet the Company's needs for the foreseeable 
future.

ITEM  3.    LEGAL  PROCEEDINGS.

The Company is not a party to any legal proceedings nor is the Company aware 
of any disputes which may result in legal proceedings.

ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
During the fourth quarter of the fiscal year ended June 30, 1998, no matters  
were submitted to a vote of the Company's security holders, through the 
solicitation of proxies.









<PAGE>7
                                   PART II

ITEM  5.    MARKET FOR COMPANY'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS
Market  Information.       The Company intends to file for the trading of its 
common stock in the over-the-counter market in October, 1998.

During the last two fiscal years, there has been no market for the Company's 
securities.

The approximate number of holders of record of the Company's $.00001 par value 
common stock, as of June 30, 1998, was 24.   As of September 15, 1998, there 
are 24 holders of record.

Dividends.   Holders of the Company's common stock are entitled to receive
such dividends as may be declared by its Board of Directors.  No dividends on
the  Company's common stock have ever been paid, and the Company does not
anticipate that dividends will be paid on its common stock in the foreseeable
future.

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

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

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

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

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

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

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

<PAGE>8

loss of part or all of the Company's investment in any particular loan.   
However, as part of the consideration provided to the Company for issuance of 
its loans, the Company receives its interest and attempts to also obtain 
additional consideration in the form of equity or options or warrants in the 
borrower.   In the event the borrower's business plan proves successful, the 
Company may receive substantial returns as a result of this equity 
enhancement.

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

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

Many existing computer programs use only two digits to identify a year in the 
date field.   These programs were designed and developed without considering 
the impact of the upcoming change in the century.  If not corrected, many 
computer applications could fail or create erroneous results by or at the 
Year 2000.   As a result, many companies will be required to undertake major 
projects to address the Year 2000 issue.   Because the Company has nominal 
assets, including no personal property such as computers, it is not 
anticipated that the Company will incur any negative impact as a result of 
this potential problem.   However, it is possible that this issue may have an 
impact on the Company after the Company successfully consummates a merger or 
acquisition.

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

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

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

Results of Operations.   The Company expects to earn consulting fees, 
commissions, brokerage points and equity participation for having acted as an 
arranger and go-between from having effectuated a financing package on behalf 
of a client and a funding source.  To date, the Company has not yet commenced 
operations or received any revenues.   The Company had a net loss for the 
year ended June 30, 1998 of $63,602.   The Company had an increase of 
$10,425 in interest receivable for the year ended June 39, 1998, an 
increase in accounts payable of $6,600 and an increase in interest 
payable of $1,425.  As a result, the Company had net cash flows from 
operations of $(66,002) for the year ended June 30, 1998.

For the year ended June 30, 1997, the Company had a net loss of 
$0.  This resulted in net cash flows from operations of $0.00 for the year 
ended June 30, 1997.

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

<PAGE>9

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







<PAGE>10

ITEM  7.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
Financial Statements

Independent Auditors' Report

We have audited the accompanying balance sheet of Pinnacle Resources, Inc. 
(a Developmental Stage Company), as of June 30, 1998 and the related 
statements of income, shareholders' equity, and cash flows for the fiscal 
years ended June 30, 1998 and 1997 and 1996 and period January 6, 
1995 (Inception) through June 30, 1998.   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.

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 the 
overall financial statement presentation.   We believe that our audit 
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Pinnacle Resources, Inc. at 
June 30, 1998 and the results of its operations and its cash flows for the 
fiscal years ended June 30, 1998 and 1997 and the period January 6, 1995 
(Inception) through June 30, 1998 in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern.   As discussed in Note 1, the 
Company is in the development stage and has no operations as of June 30, 
1998.   The deficiency in working capital as of June 30, 1998 raises 
substantial doubt about its ability to continue as a going concern.   
Management's plans concerning these matters are described in Note 7.   The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.

Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
September 21, 1998








<PAGE>11

                     Pinnacle Resources, Inc.
                   A Development Stage Company
                          Balance Sheet

<TABLE>
<CAPTION>
                                                            June 30, 1998
<S>                                                              <C>

ASSETS 

Current Assets:

Cash                                                          $ 18,998
Interest Receivable - Related Parties                          10,425
Notes Receivable - Related parties                             115,000

Total Current Assets                                           144,423
                                                               -------

Total Assets                                                  $144,423
                                                              ========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities                      

Current Portion of Notes Payable                              $100,000
Accounts Payable                                                 6,600
Accrued Interest Payable                                         1,425
                                                               -------

Total Current Liabilities                                      108,025
Long-Term Liabilities                                                0
                                                               -------

Total Liabilities                                              108,025                

SHAREHOLDER' EQUITY                   

Preferred Stock, $.01 Par Value
Authorized 2,000,000 Shares; Issued
And Outstanding -0- Shares                                            -

Common Stock, $.00001 Par Value
Authorized 500,000,000 Shares; Issued
And Outstanding 4,150,000 Shares                                     42

Additional Paid in Capital On Common Stock                      101,458

Deficit Accumulated During the Development Stage                (65,102)

TOTAL SHAREHOLDERS' EQUITY                                       36,398
                                                               --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $144,423
                                                               ========
</TABLE>

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
















<PAGE>12                                            
          
                          PINNACLE RESOURCES, INC.
                        A DEVELOPMENT STAGE COMPANY
                          STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                             JANUARY 6, 1995
                                                               (INCEPTION)
                                     June           June       Through June
                                   30, 1998      30, 1997       30, 1998
<S>                                   <C>            <C>          <C>
Revenue                               $0              $0            $0

Expenses:

Accounting and Legal              16,243               0        16,243
Office                                21               0         1,521
Professional Fees                 38,400               0        38,400
Rent                               3,600               0         3,600
Salaries                           9,600               0         9,600
Secretarial Services               3,750               0         3,750
Travel                               988               0           988
                                  ------             ---        ------
Total                             72,602               0        74,102
                                  ------             ---         -----

Net (Loss) before other
   Income (Expense)              (72,602)              0       (74,102)

Other Income (Expense)

Interest Income                   10,425               0        10,425
Interest Expense                  (1,425)              0        (1,425) 
                                  ------             ---         ----- 

Total Other Income (Expense)       9,000               0         9,000
                                  ------             ---         -----

Net (Loss)                      ($63,602)          $0.00      ($65,102)
                                 =======            ====        ======

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

Weighted Common Shares 
   Outstanding                 4,150,000         150,000     4,150,000 
                               =========         =======     =========

</TABLE>

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













<PAGE>13
      
                          PINNACLE RESOURCES, INC.
                       A DEVELOPMENT STAGE COMPANY
                          Statement of Cash Flows

<TABLE>
<CAPTION>
                                   Fiscal Year   Fiscal Year  JANUARY 6, 1995
                                     Ended          Ended      (INCEPTION)
                                     June           June       Through June
                                   30, 1998      30, 1997       30, 1998
<S>                                   <C>             <C>          <C>

Net (Loss) Accumulated 
   During the Development 
   Stage                         $(63,602)            $0       $(65,102)

Issuance of Common Stock For
   Services                            0               0          1,500 
                                     ---             ---          -----

Increase in Interest Receivable  (10,425)              0        (10,425) 
Increase in Accounts payable       6,600               0          6,500
Increase in Interest Payable       1,425               0          1,425
                                   -----             ---         ------     
Cash Flows From Operations       (66,002)              0        (66,002)
                                  ------             ---         ------

Cash Flows From Investing
Activities:

Advances Made to Related Parties
  as Notes Receivable           (115,000)              0       (115,000)

Cash Flows from Investing       (115,000)              0       (115,000)
                                 -------             ---        -------

Cash Flows From Financing
   Activities:

Cash Received from Loans         100,000               0       100,000
Issuance of Common Stock               0         100,000       100,000 
                                 -------         -------       -------

Cash Flows From Financing        100,000         100,000       100,000
                                 -------         -------       -------

Net Increase in Cash             (81,002)        100,000        18,998
Cash At Beginning of Period      100,000               0             0
                                 -------             ---         -----

Cash At End of Period           $ 18,998         100,000      $ 18,998
                                ========         =======      ========

Non-Cash Activities:

Stock Issued For Cash Advances
   & Services                         $0              $0        $1,500  
                                     ===             ===        ======
</TABLE>      

  The Accompanying Notes Are An Integral Part of These Financial Statements.














<PAGE>14


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

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

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

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

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

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

Balance At June 30,
   1997                           4,150,000         $42        $101,458          ($1,500)       $100,000

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

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

</TABLE>   
         
                             *  Restated See Note 2   
   The Accompanying Notes Are An Integral Part of These Financial Statements.














<PAGE>15

                      PINNACLE RESOURCES, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS
          FOR THE FISCAL YEARS ENDED JUNE 30, 1998 AND 1997


NOTE 1 - Organization and Summary of Significant Accounting Policies

Organization:

On January 6, 1995 Pinnacle Resources, Inc. (fka Claremont House, Corp.), 
(the Company) was incorporated under the laws of Wyoming to engage in all 
aspects of the financial services industry or any other lawful business.

Development Stage:

The company entered the development stage in accordance with SFAS No. 7 on 
January 6, 1995.   It purpose is to evaluated, structure and complete a 
merger with, or acquisition of a privately owned corporation.

Statement of Cash Flows:  

For the purpose of the Statement of Cash Flows, the Company considers demand 
deposits and highly liquid debt instruments purchased with a maturity of 
three months or less to be cash equivalents.

Cash paid for interest in fiscal year ended June 30, 1998 and 1997 was $-0-.  
Cash paid for income taxes in fiscal year ended June 30, 1998 and 1997 was $-
0-.

Basic (Loss) per Common Share:

Basic (Loss) per common share is computed by dividing the net loss for the 
period by the number of shares outstanding at June 30, 1998 and June 30, 
1997.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that effect the reported amounts.   Actual results could differ from those 
estimates.

NOTE 2 - Capital Stock and Capital in Excess of Par Value

The Company initially authorized 500,000,000 shares of $.0001 par value 
common stock.   in January 1995, the company issued 500,000 shares of common 
stock for services and cash advances paid on behalf of the Company valued at 
$1,500 or $.03 per share.   On June 26, 1997, the Board of Directors 
authorized a 1 for 3.33 reverse split.   On June 25, 1997, the Company 
amended its Articles of Incorporation and authorized 2,000,000 of $.01 par 
value preferred stock.

On June 26, 1997, the Company issued 4,000,000 after split shares of common 
stock for cash of $100,000 or $.025 per share.


Note 3 - Notes Receivable - Related Parties

Notes Receivable consisted of the following:

                                                     Note           Accrued
                                                     Amount         Interest
                                                    -------         --------

Asset Partners LLC
Dated: October 22, 1997
Interest at 13%
Collaterized by 15,000 shares of US
Assurance Group, Inc. Common Stock
Due October 22, 1998                                 $40,000           $3,576

Plateau Resources International LTD
Dated: March 22, 1998
Interest at 33.34%
Collateralized by Drilling Application
Deposit on file with the Mineral Energy
Department, Environmental Division,
Pretoris, R.S.A. cash proceeds fro funding
as provided by the All Africa Platinum (Pty) Ltd.
agreement, and a 2 1/2% interest in the DWD project,
Due March 22, 1999.                                   75,000            6,849
                                                    --------          -------

Total                                               $115,000          $10,425
                                                    ========          =======




<PAGE>16

Note 4 - Note Payable

Current Portion Note Payable consisted of the following:

                                                     Note             Accrued
                                                    Amount           Interest

Mel Keller
Dated: March 18, 1998
Interest at 5%
Collaterized by an undivided interest in
the Drenthe, Wirivier, Dortsland platinum
concession as arranged by the Company of
the lender.
Due March 18, 1999                                  $100,000           $1,425


NOTE 5 - Related Party Events

The Company maintains a mailing address at an officer's place of business.   
This address is located at 7345 E. Peakview, Greenwood Village, CO 80111.   
Commencing July 1, 1997, the Company pays certain officers $300 per month for 
facility rental and $800 per month for services.

The president of the Company is also an officer and director of a major 
shareholder of the Company's common stock.

NOTE 6 - Income Taxes


The Company follows Financial Accounting Standards Board Statement No. 109, 
"Accounting for Income Taxes" (SFAS #109), which requires, among other 
things, an asset and liability approach to calculating deferred income taxes.   
As of June 30, 1998, the Company has a deferred tax asset of $13,020 
primarily for its net operating loss carryforward which has been fully 
reserved through a valuation allowance.   The components of the deferred tax 
asset recognized in the accompanying balance sheet are as follows:

    Deferred tax asset             $ 17,490
    Valuation allowance             (17,490)
                                   --------

                                   $     -0-
                                   ========

The net change in the valuation allowance for the year ended June 30, 1998 is 
$12,720.

The types of temporary differences between the tax basis of assets and their 
financial reporting amounts that give rise to a significant portion of the 
deferred tax asset are as follows:

                                               Temporary           Tax
                                              Difference          Effect
                                              ---------           ------
Net operating loss carry forward                $65,102          $13,020

The Company's NOL carryforward of approximately $65,102 at June 30, 1998, 
which management expects will be fully utilized, will expire in various 
amounts between 2008 and 2012.


NOTE 7 - Basis of Presentation

In the course of its development activities the Company has sustained 
continuing losses and expects such losses to continue for the foreseeable 
future.   The Company's management plans on advancing funds on an as needed 
basis and in the longer term revenues from the operations of a merger 
candidate, if found.   The Company's ability to continue as a going concern 
is dependent on these additional management advances, and, ultimately, upon 
achieving profitable operations from the success of its business plan or 
equity infusion of funds.



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

There have not been any changes in or disagreements with accountants on 
accounting and financial disclosure.











<PAGE>17
                                  PART III

ITEM  9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

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

The Executive Officers and Directors are:

Name                        Position                   Term(s) of Office 

Glen R. Gamble, age 53     President, Director          From June 26, 1997 
                        Chief Executive Officer          to present

Robert A. Hildebrand, 
   age 71              Vice President, Director         From Inception
                         Secretary/Treasurer	             to present
                       Chief Financial Officer
                           President                    From Inception
                                                         to June 26, 1997

Terry K. Jensen, age 58         Director                From June 26, 1997
                                                         to present

Prior to the change in control and name change, Anthony Griffin was a 
Director of the Company and served as Secretary of the Company until June 26, 
1997.   Marshall Griffin was a Director of the Company from inception to June 
26, 1997.

Resumes:

Glen R. Gamble.     Mr. Gamble has served as an officer and director of 
variety of companies engaged in the fields of mining, oil and gas, cattle, 
real estate and resource financing.  Currently, Mr. Gamble is the Manager of 
Viatica Fund, LLC; a Director of Natural Buttes Gas Corp.; Manager of Desert 
Flower Mining, LLC; and President and Chairman of Victory Minerals Corp. and 
the Company.   Offshore, Mr. Gamble also serves as a Director on the Board of 
Directors of Plateau Resources (Pty) Ltd., a South African corporation. Mr. 
Gamble assisted the management in setting up an offshore parent holding 
company in the Cayman Islands. Additionally, Mr. Gamble recently facilitated 
Plateau Resources (Pty) Ltd. in obtaining mineral rights on South African 
properties. He helped to fund, via private sources, Plateau's start-up and 
operating capital to date.  Similarly, Mr. Gamble served on the Board of 
Vanmag Exploration and Development (Pty) Ltd., also a South African 
corporation. He also assisted this company in obtaining mineral rights on a 
major vanadium deposit, and facilitated in setting up its parent offshore 
company in the Cayman Islands.  Mr. Gamble resigned from the Vanmag Board of 
Directors when the Cayman parent company sold the South African entity. 
Currently he is a Director with Zebediela Platinum (Pty) Ltd., another South 
African corporation which is awaiting approval of its applications on farms 
having platinum potential.

In mid-1979, Mr. Gamble effected a sale and financing package on a ranch in 
Russell, Kansas on which were several producing oil and gas wells.   This 
opportunity led to the creation of a new entity, Petro-Package Brokerage Co., 
which Mr. Gamble owns.   For the next few years Mr. Gamble specialized in 
packaging, financing and selling producing oil and gas properties.  
Additionally, he managed several oil properties for investors and drilled 
over 20 wells in Central Kansas.  He moved the Petro-Package operation to 
Denver in 1985 and created a new Wyoming company called Victory Minerals 
Corp. which is the flagship company for Mr. Gamble's mineral interest both in 
the United States and in Africa.   

Mr. Gamble graduated from Lakewood High School in 1962, performed three 
years of military service in the U.S. Army from which he was Honorably 
Discharged in May 1966.  Mr. Gamble attended the University of Colorado and 
graduated with a Bachelor of Science degree in Accounting and Finance in 
1970.

Robert A. Hildebrand.   Since 1991, Mr. Hildebrand has been Vice President of 
Environmental Assurance corporation, a company offering financial solutions 
to owners of contaminated real estate.   Mr. Hildebrand served as the 
President and a director of Resource Finance Group, Ltd., a public Colorado 
corporation engaged in the business of acquiring revenue interest in 
producing mines in selected developing countries in exchange for mining and 
processing equipment and training provided by Resource Finance Group, Ltd., 
from August 1991 until that company merged, in April 1993, with Onyx Systems, 
Ltd.   From June 1987 through October 1991, Mr. Hildebrand served as a 
director and an officer, holding various positions including President, of 

<PAGE>18

General Mining Company ("General Mining"), a small, inactive public mining 
company.   General Mining was active, from 1987 through early 1991, in 
exploring for surface sulfur deposits in Bolivia, which did not result in 
viable operations. In November 1996 Mr. Hildebrand served as a consultant to 
Mr. Glen Gamble and Victory Minerals S.A. (Pty) Ltd. to assist Plateau 
Resources (Pty) Ltd. and Vanmag Exploration (Pty) Ltd. with its applications 
to be awarded mineral rights and surface rights on certain farms having 
platinum/palladium and vanadium potential, respectively.  On January 10, 
1994, Mr. Hildebrand filed a voluntary petition pursuant to Chapter 7 of the 
United States Bankruptcy Code, case #94-10209SBB.  On May 19, 1994, he was 
released from all dischargable debt.   He has accepted a directorship with 
Zebediela Platinum (Pty) Ltd., another South African corporation which has 
pending applications in on farms with platinum potential.  

Mr. Hildebrand attended the U.S. Naval Academy from 1947 through 1949 and 
received his Geological Engineering Degree from the Colorado School of Mines 
in 1954.   He has been a registered Colorado Professional Engineer since 
1958. 

Terryl K. Jensen.    Mr. Jensen has been with Horton Cavey Company since 1969 
and is currently President of Horton Cavey Realty Company and has twenty-
eight years of experience in real estate as a broker, manager and owner.   He 
has held his real estate broker license since 1972.   His experience includes 
the sale of land and investment real estate, syndication of investment 
property, development of commercial and residential projects and management 
of the Company.

Mr. Jensen has participated in the development and marketing of twelve 
residential projects of over 800 lots; the development of a small office 
park, two apartment buildings and one office building.  He was executive vice 
president of a company that developed 5,200 acres in Kentucky into a large 
equestrian community.   In addition, he has participated in the forming, 
marketing and management of over thirty investment partnership projects, 
which included apartments, land, land development, mobile home parks and 
residential subdivisions.

Mr. Jensen served as a Director of Paragon Mortgage Corporation, a mortgage 
company from June 1994 to September 1994.

Mr. Jensen received a Bachelor of Science degree with a major in Business 
from Dakota State University in 1964; and he is a licensed real estate broker 
in the State of Colorado.   Mr. Jensen is a member of the Denver Board of 
Realtors Commercial Division, Colorado Association of Real Estate Boards, 
National Association of Real Estate Boards, Home Builders Association of 
Metropolitan Denver, Colorado Association of Home Builders and the National 
Association of Home Builders.   

Conflicts of Interest.   The Corporation will be subject to various conflicts 
of interest between the Corporation and its Affiliates.  Since the executive 
officers and directors will control the daily operations of the Corporation 
and its Affiliates, there may be occasions when the interests of the 
Corporation's Affiliates may be inconsistent with the interests of the 
Corporation.

Allocation of Management Time.  The Corporation will rely on its officers 
to manage the Corporation's business operations.  Currently the officers are 
devoting a minimal amount of their time for the operation of the 
Corporation.   The Corporation may obtain additional officers, as necessary.   
As such, and until all of their positions become "full time," there will be 
conflicts of interest in allocating management time, services and functions 
between the Corporation and its Affiliates.   These individuals may engage 
for their own account, or for the account of others in other business 
ventures for which the Corporation shall not be entitled to any interest.

<PAGE>12

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

   Conflicts of Interest Policy.  The Corporation has adopted a policy that 
any transactions with directors, officers or entities of which they are also 
officers or directors or in which they have a financial interest, will only 
be on terms consistent with industry standards and approved by a majority of 
the disinterested directors of the Corporation's Board of Directors.    No 
such transactions by the Corporation shall be either void or voidable solely 
because of such relationship or interest of directors or officers or solely 
because such directors are present at the meeting of the Board of Directors 
of the Corporation or a committee thereof which approves such transactions, 
or solely because their votes are counted for such purpose if: (i) the fact 
of such common directorship or financial interest is disclosed or known by 
the Board of Directors or committee and noted in the minutes, and the Board 
or committee authorizes, approves or ratifies the contract or transaction in 

<PAGE>19

good faith by a vote for that purpose without counting the vote or votes of 
such interested directors; or (ii) the fact of such common directorship or 
financial interest is disclosed to or known by the shareholders entitled to 
vote and they approve or ratify the contract or transaction in good faith by 
a majority vote or written consent of shareholders holding a majority of the 
Common Shares entitled to vote (the votes of the common or interested 
directors or officers shall be counted in any such vote of shareholders), or 
(iii) the contract or transaction is fair and reasonable to the Corporation 
based on the material similarity of terms to recent consulting agreements not 
involving interested parties, or in all other agreements by competitive bids, 
at the time it is authorized or approved.  In addition, interested directors 
may be counted in determining the presence of a quorum at a meeting of the 
Board of Directors of the Corporation or a committee thereof which approves 
such transactions.

Non-Qualified and Incentive Stock Option Plans.   The Corporation does not 
currently have any stock option plans, however, the Corporation does intend 
to pursue the adoption of a non-qualified stock option plan in the fourth 
quarter of 1997.

ITEM  10.    EXECUTIVE  COMPENSATION

Commencing July 1, 1997, the officers of the Company receive $800 per month 
(aggregate) for services.  As operations increase, the Company intends to 
enter into employment agreements with its officers.   Upon funding, either 
through revenues from operations, a private placement or initial public 
offering, should the amount justify the salary demands, the key management of 
the Company would be compensated according to their duties.  No specific 
details have been determined.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company maintains a mailing address at Victory Mineral Corporation's 
place of business located at 7345 E. Peakview, Greenwood Village, CO 
80111.   

Glen Gamble, president of the Company, is also an officer and director of 
Victory Minerals Corporation, a majority shareholder of the Company's common 
stock.

Mr. Gamble is also a director on the Board of Directors of Plateau Resources 
(Pty) Ltd., a South African corporation.  He has acted as a consultant and 
facilitator to assist Plateau Resources International Ltd., a Cayman Island 
Corporation which serves as a parent holding company for the South African 
entity.  Plateau Resources (Pty) Ltd. has asked Mr. Gamble to obtain funding, 
either from outside sources or from the Company itself in order to commence 
drilling and exploration activities on its undeveloped properties in South 
Africa.

In March 1998, monies ($75,000) were advanced to Plateau Resources (Pty) Ltd.   
These funds are accruing interest at a rate of 10% per annum.  The funds are 
due to be repaid on March 22, 1999.   

In October 1997, monies ($40,000) were advanced to Asset Partners LLC. whose 
managing partner is a minority shareholder of the Company (holding 3,000 
Common Shares or .07% of the Company's outstanding Common Shares).  These 
funds are accruing interest at a rate of 13% per annum.  The funds were 
originally due to be repaid on April 22, 1998.   The note has been extended 
until October 22, 1998.
   
Mel Keller, a 20.24% shareholder of the Company loaned $100,000 to the 
Company on March 18, 1998 for the duration of one year. The loan included 
interest at the rate of Five Percent (5%) per Annum.  The funds are to be 
used to advance the permitting process on platinum ore properties of Plateau 
Resources (Pty) Ltd located in the Republic of South Africa.  This loan is 
unsecured by Company  but shall instead be secured by an undivided five 
percent (5%) interest in the Drenthe, Witrivier, Dortsland Platinum 
concession as arranged by Company on behalf of Mr. Keller and due in writing 
from Plateau Resources (PTY) Ltd sixty (60) days from receipt of such funds.  
The loan was made to the Company instead of directly to Plateau Resources 
(Pty) Ltd. because Mr. Keller insisted his funds be placed in a domestic 
entity as opposed to a foreign company.


ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

The following tabulates holdings of shares of the Company by each person or 
entity who, subject to the above, as of June 30, 1998, holds of record or 
is known by Management to own beneficially more than 5.0% of the Common 
Shares and, in addition, by all directors and officers of the Company 
individually and as a group.   Each named beneficial owner has sole voting 
and investment power with respect to the shares set forth opposite his name.







<PAGE>20

                                Percentage of 
                              Number & Class(1)            Outstanding
Name and Address                   of Shares              Common Shares

Glen R. Gamble<F1><F2>
12892 Sierra Circle
Parker, CO 80134                 2,200,000                    53.01%

Terryl K. Jensen
9600 E. Arapahoe Road
#260
Englewood, CO 80112                 50,000                     1.2%

Robert A. Hildebrand
7345 E. Peakview
Englewood, CO 80111                 50,000                     1.2%

Beverly Jo Gamble<F1><F2>
12892 Sierra Circle
Parker, CO 80134                   200,000                    4.82%

Mel Keller
R.R. 1 Box
Blairsburg, IA                     840,000                   20.24%

Victory Minerals Corp.<F1><F3>
7345 E. Peakview
Englewood, Co 80111              2,000,000                   48.19%

Re-Group, Inc.<F4>	
9600 E. Arapahoe Road
#260
Englewood, CO 80112                266,000                    6.41%

All Directors & Officers
as a group (3 persons)           3,606,000                   86.89%

[FN]
<F1>Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as 
amended, beneficial ownership of a security consists of sole or shared voting 
power (including the power to vote or direct the voting) and/or sole or 
shared investment power (including the power to dispose or direct the 
disposition) with respect to a security whether through a contract, 
arrangement, understanding, relationship or otherwise.   Unless otherwise 
indicated, each person indicated above has sole power to vote, or dispose or 
direct the disposition of all shares beneficially owned, subject to 
applicable community property laws.

<F2>Beverly Jo Gamble is married to Glen R. Gamble, an officer and director 
of the Company.  As a result, Glen R. Gamble would be deemed to be a 
beneficial owner of the Common Shares owned of record by Beverly Jo Gamble.   
Nevertheless, Glen R. Gamble disclaims any beneficial ownership of the Common 
Shares owned of record by his wife.

<F3>Victory Minerals Corp. is a corporation controlled by Glen R. Gamble, an 
officer and director of the Company.   As a result, Glen R. Gamble would be 
deemed to be a beneficial owner of the 2,000,000 Common Shares owned of 
record by Victory Minerals Corp.

<F4>Daniel J. Boone and S. Diane Boone are principals of Re-Group, Inc. 

The balance of the Company's outstanding Common Shares are held by 17 
persons, not including those persons who hold their shares in street name.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company maintains a mailing address at Victory Mineral Corporation's 
place of business located at 7345 E. Peakview, Greenwood Village, CO 
80111.   

Glen Gamble, president of the Company, is also an officer and director of 
Victory Minerals Corporation, a majority shareholder of the Company's common 
stock.

Mr. Gamble is also a director on the Board of Directors of Plateau Resources 
(Pty) Ltd., a South African corporation.  He has acted as a consultant and 
facilitator to assist Plateau Resources International Ltd., a Cayman Island 
Corporation which serves as a parent holding company for the South African 
entity.  Plateau Resources (Pty) Ltd. has asked Mr. Gamble to obtain funding, 
either from outside sources or from the Company itself in order to commence 
drilling and exploration activities on its undeveloped properties in South 
Africa.

In March 1998, monies ($75,000) were advanced to Plateau Resources (Pty) Ltd.   
These funds are accruing interest at a rate of 33.34% per annum.  The funds are 
due to be repaid on March 22, 1999.   

In October 1997, monies ($40,000) were advanced to Asset Partners LLC. whose 
managing partner is a minority shareholder of the Company (holding 3,000 
Common Shares or .07% of the Company's outstanding Common Shares).  These 

<PAGE>21


funds are accruing interest at a rate of 13% per annum.  The funds were 
originally due to be repaid on April 22, 1998.   The note has been extended 
until October 22, 1998.

Mel Keller, a 20.24% shareholder of the Company loaned $100,000 to the 
Company on March 18, 1998 for the duration of one year. The loan included 
interest at the rate of Five Percent (5%) per Annum.  The funds are to be 
used to advance the permitting process on platinum ore properties of Plateau 
Resources (Pty) Ltd located in the Republic of South Africa.  This loan is 
unsecured by Company  but shall instead be secured by an undivided five 
percent (5%) interest in the Drenthe, Witrivier, Dortsland Platinum 
concession as arranged by Company on behalf of Mr. Keller and due in writing 
from Plateau Resources (PTY) Ltd sixty (60) days from receipt of such funds.  
The loan was made to the Company instead of directly to Plateau Resources 
(Pty) Ltd. because Mr. Keller insisted his funds be placed in a domestic 
entity as opposed to a foreign company.

ITEM  12.    CERTAIN  RELATIONSHIPS  AND RELATED TRANSACTIONS

The Company maintains a mailing address at Victory Mineral Corporation's 
place of business located at 7345 E. Peakview, Greenwood Village, CO 
80111.   

Glen Gamble, president of the Company, is also an officer and director of 
Victory Minerals Corporation, a majority shareholder of the Company's common 
stock.

Mr. Gamble is also a director on the Board of Directors of Plateau Resources 
(Pty) Ltd., a South African corporation.  He has acted as a consultant and 
facilitator to assist Plateau Resources International Ltd., a Cayman Island 
Corporation which serves as a parent holding company for the South African 
entity.  Plateau Resources (Pty) Ltd. has asked Mr. Gamble to obtain funding, 
either from outside sources or from the Company itself in order to commence 
drilling and exploration activities on its undeveloped properties in South 
Africa.

In March 1998, monies ($75,000) were advanced to Plateau Resources (Pty) Ltd.   
These funds are accruing interest at a rate of 33.34% per annum.  The funds are 
due to be repaid on March 22, 1999.   

In October 1997, monies ($40,000) were advanced to Asset Partners LLC. whose 
managing partner is a minority shareholder of the Company (holding 3,000 
Common Shares or .07% of the Company's outstanding Common Shares).  These 
funds are accruing interest at a rate of 13% per annum.  The funds were 
originally due to be repaid on April 22, 1998.   The note has been extended 
until October 22, 1998.

Mel Keller, a 20.24% shareholder of the Company loaned $100,000 to the 
Company on March 18, 1998 for the duration of one year. The loan included 
interest at the rate of Five Percent (5%) per Annum.  The funds are to be 
used to advance the permitting process on platinum ore properties of Plateau 
Resources (Pty) Ltd located in the Republic of South Africa.  This loan is 
unsecured by Company  but shall instead be secured by an undivided five 
percent (5%) interest in the Drenthe, Witrivier, Dortsland Platinum 
concession as arranged by Company on behalf of Mr. Keller and due in writing 
from Plateau Resources (PTY) Ltd sixty (60) days from receipt of such funds.  
The loan was made to the Company instead of directly to Plateau Resources 
(Pty) Ltd. because Mr. Keller insisted his funds be placed in a domestic 
entity as opposed to a foreign company.







<PAGE>22

ITEM  13.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
ON FORM 8-K
     (A)    FINANCIAL  STATEMENTS  AND  SCHEDULES

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

Report  of  Independent  Public  Auditors
Balance Sheet
Statement  of  Operations
Statement  of  Stockholder's  Equity
statement  of  Cash  Flows
Notes  to  Financial  Statements

Schedules  Omitted:    All  schedules other than those shown have been omitted
because  they are not applicable, not required, or the required information is
shown  in  the  financial  statements  or  notes  thereto.

(b)    List of Exhibits     

            The following of exhibits are filed with this report:

(3.1)  Articles of Incorporation incorporated by referenced to Form 10SB 
filed August 7, 1997, File No. 0-22965
 (3.2)  Amendment to Articles of Incorporation incorporated by referenced to 
Form 10SB filed August 7, 1997, File No. 0-22965	
 (3.3)  Bylaws incorporated by reference to Form 10SB filed August 7, 1997, 
File No. 0-22965
 (3.4)  Amendment to Bylaws dated July 1, 1997 incorporated by reference to 
Form 10SB filed October, 1997.
 (4.1)  Specimen Common Stock Certificate incorporated by reference to Form 
10SB filed August 7, 1997, File No. 0-22965
(10.1)  Loan Agreement between the Company and Asset Partners, LLC dated 
October 22, 1997 incorporated by reference to Amendment 3 to Form 10SB.
(10.2)  Loan Agreement between the Company and Plateau Resources (PTY) Ltd. 
dated March 22, 1998 incorporated by reference to Amendment 3 to Form 10SB.
(10.3)  Loan Agreement between the Company and Mel Keller dated March 18, 
1998 incorporated by reference to Amendment 3 to Form 10SB. 


 (B)    REPORTS  ON  FORM  8-K
          None









<PAGE>23
                                  SIGNATURES

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

Date:    October 5, 1998        Pinnacle Resources, Inc.

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

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, as
amended,  this report has been signed below by the following persons on behalf
of  the  Company  and  in  the  capacities  and  on  the  dates  indicated.


/s/ Glen R. Gamble                                                 10/5/98
------------------------------                                      Date:
Glen R. Gamble
President  and  Director
(chief executive officer)



/s/ Robert A. Hildebrand                                             10/5/98
------------------------------                                        Date:
Robert A. Hildebrand
Secretary/Treasurer  and  Director
(Chief Financial Officer)



/s/ Terry F. Jensen                                                 10/5/98 
------------------------------                                        Date:
Terry F. Jensen
Director