SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 1998.Commission File No. 000-
19693





               RANES INTERNATIONAL HOLDINGS, INC.
     (Exact name of registrant as specified in its charter)




Nevada                                            87-0485320
(State of organization) (I.R.S. Employer Identification No.)

8360 E. Via de Ventura, Bldg. L-200, Scottsdale, AZ 85258
(Address of principal executive offices)

Registrant's telephone number, including area code (480) 994-3513

Securities registered under Section 12(g) of the Exchange Act:
     Common stock, $0.001 par value per share

Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119, (702) 650-5660

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB.                        [ X ]

Issuer's Revenue during the year ended December 31, 1998:   $ 0

As  of  January 29, 1999, the registrant had 8,426,647 shares  of
its common stock, $0.001 par value, outstanding. Aggregate market
value  of  the voting and non-voting common equity held  by  non-
affiliates  based on the price of N/A per share (the  selling  or
average  bid  and asked price) as of January 29, 1999:  $386,750.
Computed at the closing price on that date.

NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.

              DOCUMENTS INCORPORATED BY REFERENCE:

None

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                           Background

Ranes   International  Holding,  Inc.  ("the   Company")   is   a
development stage company that was incorporated under the laws of
the   state   of  Nevada  on  February  15,  1990,  as   Partisan
Corporation. The Company was inactive through February  1995  and
prior to such time the Company had no activity other than that of
capitalization efforts by transfer of shares of common  stock  in
private  placements.  On March 10, 1995, the Company's  name  was
changed to Bio Fluorescent Technologies, Inc. as it targeted  the
medical  and health care industry.  On March 6, 1998, the Company
abandoned   this  business  and  changed  its   name   to   Ranes
International  Holding, Inc.  The current business plan  involves
the  Company  searching for an industry  in  which  to  become  a
participant.

The  Company's  initial business plan was  based  on  developing,
licensing   or  otherwise  acquiring  state-of-the-art   advanced
diagnostic testing and screening technology and equipment capable
of  early detection of human immune system disorders such as HIV-
1,  HIV-2  and Hepatitis B.  From February 1995 to July 1996  the
Company  supported  a  development  stage  diagnostic  technology
through  a  license  agreement, which ended September  25,  1997,
through a series of lawsuits and counter-claims.  The development
project  costs  have been written off. In May  1996  the  Company
reorganized its management team and revised its business plan  to
include  expansion  of the Company's core market  and  technology
application  for a broader range of products and industries.  The
Company selected and engaged the services of scientists and other
technical  advisors  to  assist in its search  to  acquire  other
products or businesses compatible with the Company's primary goal
to  become operational as soon as possible.  Since its management
reorganization  in  May 1996, the Company's business  development
plan  has been focused on a "growth by acquisition" strategy  and
the Company has been actively pursuing acquisition possibilities.
The Company has not selected any company as an acquisition target
or  merger  partner  and  does  not  intend  to  limit  potential
candidates  to any particular field or industry, but does  retain
the  right to limit candidates, if it so chooses, to a particular
field  or  industry. The Company's plans are  in  the  conceptual
stage only.

The  Company's agreement dated February 11, 1997, to acquire  all
of  the  assets  of  Immune Network Research,  Ltd.  ("INR")  was
terminated  two months later when management decided to  restrict
its  solicitations of business opportunities. The Company adopted
a  plan  of quiet review of possible mergers or product adoption;
this  plan  was maintained until December 1997.  Since that  time
the  Company  has been vigorously pursuing industries  and  other
possible merger candidates.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules, and regulations limiting the sale of securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the Company has successfully implemented its business plan.

As  the  Company  began to position itself  for  the  pursuit  of
opportunities, it discovered that the maximum capital  limit  had
been  inadvertently reduced with the one for three reverse  split
on  December  2,  1996.  A majority of the  stockholders  held  a
meeting  and  approved the maximum capitalization  of  50,000,000
shares  of  common  stock.  The Company  also  issued  16,452,731
Shares of Regulation 144 stock to its major creditors in exchange
for  $665,108  of  the debts owed to them as part  of  a  planned
structuring plan to make the Company more attractive for possible
merger opportunities.

On  January 17, 1998, the Company authorized a 1 for 100  reverse
stock  split.   This policy was activated on March 6,  1998,  the
authorized  stock remained at 50,000,000 shares of common  stock.
On  March  31,  1998,  the  Company issued  5,000,000  shares  of
regulation  144 stock to a related company creditor  in  exchange
for $100,000 of accrued liability.

The  Company  plans to continue with its efforts  to  license  or
otherwise  acquire products, technology or businesses  compatible
with its corporate strategies.

                            Employees

The  Company has conducted its office administration and  support
services  by  means  of  service and management  agreements  with
service  and consulting companies.  These agreements (other  than
the  Chief Executive's management agreement) concluded  on  March
31,  1998  and  were not renewed.  The Company  has  issued  only
temporary service agreements pending the location of products  or
merger  possibilities.  On August 31, 1998, the  Company  entered
into  a  public relations agreement with a company controlled  by
the   Chief  Executive  Officer  to  provide  investment   public
relations consulting for 36 months beginning September  1,  1998.
No employees are subject to a collective bargaining agreement.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  has  maintained its principal executive  office  in
rented  office facilities in Scottsdale Arizona as a  portion  of
the  Public Relations Agreement.  All office activities including
telephone,  mail,  and office services are  provided  under  this
Agreement.   Management believes that this  arrangement  will  be
sufficient   for  the  Company's  operations  for   the   current
foreseeable future.

ITEM 3.   LEGAL PROCEEDINGS

The  Company is not involved in any litigation other  than  minor
collection  efforts  and judgments that are  being  satisfied  as
funds are available.

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

As  referred  to  in  Item 1, the Company  held  a  shareholders'
meeting on January 20, 1998, at which a majority of the Company's
outstanding shares were represented and authorized the  board  of
directors  to  initiate  a 1:100 reverse  stock  split  effective
January   20,  1998.   This  reverse  changed  the  then  current
outstanding shares from 22,669,240 shares to 226,695 shares.

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

                       Market Information

Trading  activity with respect to the Company's common stock  has
been limited.  A public trading market having the characteristics
of depth, liquidity and orderliness depends upon the existence of
market  makers  as  well as the presence of  willing  buyers  and
sellers,  which are circumstances over which the Company  has  no
control.

Prior  to  May  1,  1995,  there was no  public  market  for  the
Company's common stock. Since May 1, 1995, the National Quotation
Bureau, Inc has quoted the Company's common stock in the National
Daily  Quotation  Service ("Pink Sheets")  published  daily.  The
Company's  trading symbol was changed from "BFTI"  to  "BFTK"  in
connection  with  the Company's December 2, 1996,  reverse  stock
split; then again to "RIHI" with the name change referred  to  in
Item  1  and  the  1:100  reverse stock split  in  January  1998.
Quotations  are  now  available through the  Electronic  Bulletin
Board operated by the National Association of Securities Dealers,
Inc. under the symbol "RIHI".

                             Holders

The  number of stockholders of record for the common stock of the
Company  at  the  close  of business on  January  29,  1999,  was
8,426,675,  including  brokerage  houses  holding  stock  for  an
unknown number of stockholders.  The Company estimates that there
are  approximately 700 beneficial owners of the Company's  common
stock.

                            Dividends

The  Company's  present  policy is  to  apply  available  working
capital  to expansion and acquisition; consequently, the  Company
has  not previously declared or paid any dividends on its  common
stock  and  does not expect to pay dividends on its common  stock
within the foreseeable future.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  filing,  other  than  statements of  historical  fact,  are
forward-looking  statements.  Although Management  believes  that
the  expectations  reflected in these forward-looking  statements
are  reasonable, it can give no assurance that such  expectations
will  prove  to have been correct. Important factors  that  could
cause  actual  results to differ materially from the expectations
are  disclosed in this Statement, including, without  limitation,
in conjunction with those forward-looking statements contained in
this Statement.

                        Plan of Operation

The  Company  is presently concentrating its efforts on  becoming
operational  by  licensing or otherwise acquiring technologically
advanced   state-of-the-art  products,  which  respond   to   the
international   market.   The  Company  is  also  exploring   the
possibility   of  acquiring  other  technologies,   products   or
businesses compatible with its goal to become operational in  the
shortest period of time possible.

The  Company's  management team has investigated  and  pursued  a
number  of  products and companies in an effort  to  fulfill  the
Company's  strategies.   Subsequent to this  report  the  Company
issued  a  letter  of  intent on January 25,  1999,  to  purchase
WorldNet  Gaming,  Inc.  and on June 2,  1999,  this  intent  was
canceled due to the fact that the Company could not agree on  any
material  terms.  The Company's management team plans to continue
to  aggressively  pursue the acquisition of  other  products  and
technology  through  licensing and/or acquiring  businesses  with
market  ready  products and/or development stage technology  with
market potential that is compatible with corporate strategies  to
become operational.

To  date,  the  Company's operations have consisted primarily  of
pursuing  various product opportunities, assembling a  management
team  and  raising  capital.   From the  Company's  inception  to
December 31, 1998, the Company's business development costs  have
totaled  approximately $4,498,000.  These expenditures have  been
funded primarily with the proceeds from the private sales of  the
Company's equity securities as well as with the issuance  of  its
common stock in exchange for services and assets.

During   the   year  ended  December  31,  1998,  the   Company's
development stage activities resulted in an increase in cash flow
of approximately $289.  This increase was primarily the result of
the  net  operating  loss of approximately $1,076,088  offset  by
noncash  charges  totaling approximately $500,000.   Additionally
the  issue  of  Common Regulation 144 stock reduced  the  accrued
liabilities  of approximately $500,000.  The Company's  financing
activities  provided cash flow of approximately  $5,000  from  an
issue of a note payable during the year ended December 31, 1998.

The  Company  has  raised approximately $1,484,000  of  operating
capital  since  inception and plans to continue  its  efforts  to
raise additional capital needed to fund operating expenses of the
business  through  various  financing methods  including  private
placements of its common stock.  Funding of future operations  is
dependent  on  management's ability to raise additional  capital.
Failure by the Company to obtain additional financing would  have
a material adverse effect on the Company.

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

Management's   discussion  and  analysis  should   be   read   in
conjunction with the financial statements and the notes hereto.

RESULTS OF OPERATIONS

 Results of the year ended December 31, 1998 compared with year
                           ended 1997.

Net  loss from operations increased 66% to ($1,076,088)  for  the
year  ended  December 31, 1998 due mainly to  a  14%  decline  in
selling,  general  and administrative expenses  of  $94,994  from
$675,557  in  1997  to $580,563 in 1998 and a provision  for  the
realization  of  the  media  products  receivable  of   $500,000.
Revenues  were  $0  for  the year compared  to  $1,624  in  1997.
$637,500 or 95% of the administrative expense in 1997 was payable
to  an  Officer  of  the  Company.   In  1998  over  50%  of  the
administrative  expense was payable to this  same  Officer.   The
Company  relies upon its ability to raise capital by the sale  of
stock,  to  barter stock for required operating  and  promotional
product   and  services,  and  to  incur  indebtedness  to   fund
operations.

Losses per share declined from ($11.042) per share to ($.137) per
fully  diluted  share in the current year. The improved  earnings
performance  resulted  primarily  from  the  dilution  effect  of
issuing  8,200,000 additional shares of stock, to an increase  in
interest  income  of $4,429, and to the decline  in  expenses  as
discussed above,

Note 2 of the financial statements and reports of the auditor and
former  auditor  raise  substantial  doubt  about  the  Company's
ability  to  continue  as  a going concern.  However,  management
continues  to  seek  an operating company as a  candidate  for  a
merger.  Management believes that such a merger is  probable  and
will ultimately result in the Company achieving profitability.

                            Revenues:

Revenues  were $0 for the year ended 1998 compared to  $1,624  in
1997.   Management is seeking a suitable operating company  as  a
candidate for a merger.   Management believes that such a  merger
is  probable and will ultimately result in the Company  achieving
profitability.   Management  will  continue  plans  to  follow  a
'growth by acquisition' strategy.

                   Operating Income / (Loss):

Operating  loss  (defined as income before interest  expense  and
taxes)  for  the  year ended December 31, 1998 increased  66%  to
($1,076,088) for the year ended December 31, 1998 due mainly to a
14 % decline in selling, general and administrative expenses from
$675,557  in  1997  to  $580,563 in  1998  and  a  provision  for
realization  of  the  media  products  receivable  of   $500,000.
$637,500 or 95% of the administrative expense in 1997 was payable
to  an  Officer  of  the  Company.   In  1998  over  50%  of  the
administrative expense was payable to this same Officer.

                       Interest and Taxes:

No interest expense was incurred during the year or in 1997.  The
Company  has  a net operating loss carryover as of  December  31,
1998  of  approximately  $1,526,000 available  to  offset  future
taxable  income,  if  any.   In the event  of  ownership  changes
aggregating 50% or more in any three-year period, the  amount  of
loss carryovers that become available for utilization in any year
may  be  limited. If not utilized against future taxable  income,
the  net operating loss carryovers will expire between the  years
2005 and 2013.

EARNING OUTLOOK

Management continues to seek an operating company as a  candidate
for  a merger. Management believes that such a merger is probable
and   will   ultimately   result   in   the   Company   achieving
profitability.   Management plans to continue to follow a 'growth
by acquisition' strategy.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES:

Since  December 31, 1997, operating working capital  (defined  as
receivables  and  inventories less accounts payable  and  accrued
liabilities) decreased $576,088.

CHANGE IN OPERATING WORKING CAPITAL

<TABLE>
                                    <C>
<S>
                                    $289
Cash
                                    (43,436)
Trade receivables barter
                                    (500,000)
Receivables Media products
                                    175,000
Prepaid expenses
                                    47
Checks  outstanding in  excess  of
cash
                                    12,532
Accounts payable trade
                                    (215,520)
Payable to related parties
                                    (5,000)
Notes payable
                                    $(576,088)
Change    in   Operating   Working
Capital

</TABLE>

Cash  increased $289 as a result of an increase of $5,000 in note
payable  and $100,000 proceeds from the issuance of stock.   Cash
used in operations was $104,711.

The  Company  fully provided for the possibility that  the  Media
product   receivable  will  not  be  realized.   Media   products
receivables consists of radio production and air time to be  used
in  advertising  during 1999.  Prepaid expenses  consist  of  un-
amortized consulting fees.  Payable to related parties consisting
of  $40,919 in 1997 increased to $256,439 in 1998.  The amount is
due  to  an Officer of the Company who has provided a substantial
part of the operating administrative expenses.

The  Company relies upon its ability to raise capital by the sale
of  stock, to barter stock for required operating and promotional
product   and  services,  and  to  incur  indebtedness  to   fund
operations.

Management is seeking a suitable operating company as a candidate
for  a merger. Management believes that such a merger is probable
and   will   ultimately   result   in   the   Company   achieving
profitability.   Management  will  continue  plans  to  follow  a
`growth by acquisition' strategy.

Note 2 of the financial statements and reports of the auditor and
former  auditor  raise  substantial  doubt  about  the  Company's
ability to continue as a going concern.

PREPAREDNESS FOR CENTURY DATE CHANGE

The  year 2000 issue results from computer programs that  do  not
differentiate  between the year 1900 and the  year  2000  because
they were written using two digits rather than four to define the
applicable   year   accordingly  computer   systems   that   have
time-sensitive calculations may not properly recognize  the  year
2000.   The  Company  has  conducted an  initial  review  of  its
computer  systems  to identify whether the system  is  year  2000
compliant.  The computer equipment and software currently used by
the  Company is an older generation and will be effected  by  the
year   2000  problem.   The  Company  has  purchased  a   current
generation system and new software, and will replace the existing
system before December 31, 1999.

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

Effective March 26, 1999, the Company engaged Timothy L.  Steers,
Certified  Public Accountant, LLC as its independent auditor  for
the fiscal year ended December 31, 1998 to replace the firm of J.
Paul  Kenote,  CPA,  P.C.,  who  discontinued  offering  auditing
services.  The decision to change accountants was approved by the
Board of Directors of the Company.

The  reports  of  J.  Paul Kenote, CPA,  P.C.  on  the  Company's
financial statements for the fiscal years ended December 31, 1997
and  1996  did not contain an adverse opinion or a disclaimer  of
opinion  and  were not qualified or modified as  to  uncertainty,
audit scope, or accounting principles.

In   connection  with  the  audit  of  the  Company's   financial
statements for the fiscal years ended December 31, 1997 and  1996
and  the  subsequent interim periods, there were no disagreements
with  J.  Paul  Kenote,  CPA, P.C. on any matters  of  accounting
principles  or  practices,  financial statement  disclosures,  or
auditing  scope  and  procedures which, if not  resolved  to  the
satisfaction  or J. Paul Kenote, CPA, P.C. would have  caused  J.
Paul  Kenote, CPA, P.C. to make reference of the matter in  their
report.

The  prior  fiscal year ended December 31, 1995 was  audited  and
reported on by Arthur Andersen LLP and in the subsequent  interim
period  ending  March 15, 1996, there were no disagreements  with
Arthur  Andersen LLP on any matters of accounting  principles  or
practices, financial statement disclosures or auditing scope  and
procedures which, if not resolved to the satisfaction  of  Arthur
Andersen  LLP  would  have caused Arthur  Andersen  LLP  to  make
reference to the matter in their report.

The  prior  two fiscal years, years ended December 31,  1994  and
1993  were  audited  and reported on by  Smith  &  Company.   The
reports  of Smith & Company on the Company's financial statements
for  the  fiscal years ended December 31, 1994 and 1993  did  not
contain  an adverse opinion or a disclaimer of opinion  and  were
not  qualified  or modified as to uncertainty,  audit  scope,  or
accounting principles.

In   connection  with  the  audits  of  the  Company's  financial
statements for each of the fiscal years ended December 31,  1997,
1996,  1995, 1994 and 1993 and in the subsequent interim periods,
there  were  no  disagreements with J. Paul  Kenote,  CPA,  P.C.,
Arthur  Andersen  LLP,  and Smith & Company  on  any  matters  of
accounting   principles   or   practices,   financial   statement
disclosures  or  auditing  scope and  procedures  which,  if  not
resolved to the satisfaction of Smith & Company would have caused
the  prior  auditors  to make reference to the  matter  in  their
reports.

The Company has authorized its prior auditors to respond fully to
any inquires from their successors.

                            PART III

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS

DIRECTORS AND EXECUTIVE OFFICERS.

The  following  table sets forth the names and positions  of  the
directors  and executive officers of the Company as of March  26,
1999.   A  summary of the background and experience  of  each  of
these individuals is set forth after the table.

<TABLE>

<S>                   <C>

        Name                     Position

Jan J. Olivier        President; Chief Executive Officer;
                      Director

Ray A. Triphahn       Secretary/Treasurer; Director

Dr. Claus G. J.       Director
Wagner-Bartak

</TABLE>

JAN  J.  OLIVIER has been a Director and the President and  Chief
Executive Officer of the Company since April 1996 and has  served
as  a business consultant to the Company since March 1995.  Since
1989  and  1993, respectively, Mr. Olivier has owned Your  Choice
International, Inc., a marketing consulting company,  and  Cactus
Consultants  International,  Inc., a financial  consulting  firm.
From April 1983 until July 1987, Mr. Olivier was the President of
Olivier  Management Corp., a NASDAQ listed company that conducted
international merchant banking activities and had offices in  New
York,  Zurich, Miami and Seattle.  Mr. Olivier has over 30  years
of  national and international business experience and has served
on the boards of directors of several companies.

RAY  A.  TRIPHAHN  has  been a Director,  a  Vice  President  and
Assistant  Secretary of the Company since February  1995  and  on
June  15, 1998 resigned as Vice President and Assistant Secretary
and  assumed the responsibilities of Company Secretary/Treasurer.
Mr.  Triphahn is a retired businessman.  Prior to his retirement,
Mr.  Triphahn  held  various offices  with  entities  engaged  in
various aspects of the construction industry.

DR.  CLAUS G.J. WAGNER-BARTAK has been a Director of the  Company
since  September 28, 1998.  Dr. Wagner-Bartak is  listed  in  the
Canadian   Who's   Who   as   an  accomplished,   internationally
-recognized scientist and business executive.  He currently holds
positions  with B.A. Technologies as Director and Chief Operating
Officer  (previously President and CEO), Energy Dynamics Inc.  as
President,  and  with  Manco  Information  Technology,  Inc.   as
Managing  Director, and as Director with CasinoBuilders.com.   In
addition  to multiple career executive positions in the  business
arena.   Dr. Wagner-Bartak has received international recognition
and  acclaim for his scientific leadership.  Personal achievement
awards   include  the  Engineering  Medal  of  the   Professional
Engineering  Association of Ontario, multiple  awards  from  NASA
including  the hallmark Public Service Medal, and the prestigious
Dauphin Award.

MANAGEMENT CONSULTANTS

The  Company  has retained ten individuals to assist  it  in  the
search for companies and or technologies that would be compatible
with  the  Company's goals of becoming an operational company  in
the shortest possible time frame.

The Company has contracted with Cactus Consultants International,
Inc.  ("CCI")  for  the management services  of  Mr.  Olivier  as
President,  Chief Executive Officer and Manager of  the  Company.
It  has also contracted the public relation and investor relation
activities with CCI.

ITEM 10.  EXECUTIVE COMPENSATION

The  following  table  summarizes all compensation  paid  to  the
persons who served in the capacity of president during the  three
most  recently completed fiscal years.  The Company did not  have
any  executive  officers  whose total  annual  salary  and  bonus
exceeded $100,000 for services rendered in all capacities to  the
Company during the during the fiscal years from inception to year
ended  December 31, 1998, except for its president in 1996,  1997
and 1998.



<TABLE>

<S>                       <C>    <C>          <C>    <C>

   Name and Principal     Fiscal   Salary     Bonus     Other
        Position           Year                        Annual
                                                     Compensatio
                                                        n(1)

Jan J. Olivier,            1998  $198,000.00  $0.00  $0.00
President; Chief           1997  $198,000.00  $0.00  $0.00
Executive Officer;         1996  $132,000.00  $0.00  $0.00
Director (1) (2)

Clayton M. Hardman,        1995     $0.00     $0.00     $0.00
President; Chairman of
the Board (1)

Matthew M. Zuckermann,     1995     $0.00     $0.00     $0.00
President; Director (1)

Krista Castleton,          1995     $0.00     $0.00     $0.00
President; Director (1)    1994     $0.00     $0.00     $0.00
                           1993     $0.00     $0.00     $0.00

</TABLE>

  1.    Krista  Castleton  served  as the  President  (The  Chief
     Executive Officer of the Company) from its inception until her
     resignation in February 1995 in connection with the Company's
     acquisition of the licensing rights to the Mehica GP120 System.
     In February 1995, Matthew M. Zuckermann became the President of
     the Company and he resigned in December of 1995.  Clayton M.
     Harman was appointed President and Chairman of the Board  in
     December 1995.  In April 1996, Mr. Hardman resigned as President
     and Chairman of the Board and Mr. Jan J. Olivier was appointed to
     the office of President, Chief Executive Officer and Director.
2.   Compensation for being President and Chief Executive Officer
by Mr. Jan J. Olivier was billed and paid to Cactus Consultants
International, Inc.

Directors  do not receive compensation for services on the  Board
of Directors.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The following table sets forth the beneficial ownership of shares
of  common  stock  of the Company on January  29,  1999  by  each
director  and  executive officer, by all directors and  executive
officers as a group and by all persons known by the Company to be
the  beneficial  owners of more than five  percent  (5%)  of  the
Company's common stock.

<TABLE>

<S>                              <C>                 <C>

       Name and Address           Number of Shares    Percent of
                                  Beneficially held   Ownership

Ray A. Triphahn                        205,708       2.4%
27426 Lakeview Drive
Sun Lakes, AZ 85248

Crystal Securities                     791,000           9.4%
PO Box N-8920
Nassau, Bahamas

Hawkshead Securities                   990,000          11.7%
PO Box N-4821
Nassau, Bahamas



Keswick Securities                     990,000          11.7%
PO Box N-4821
Nassau, Bahamas

Puffin Corp.                           990,000          11.7%
PO Box N-8862
Nassau, Bahamas

Ravensworth Securities Corp.           990,000          11.7%
PO Box N-8318
Nassau, Bahamas

Cactus Consultants                     160,604           1.9%
International, Inc.
8360 East Via de Ventura, Bldg
L-200
Scottsdale, AZ 85258

All directors and executive            366,312           4.3%
officers as a group

</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Cactus    Consulting   International,   Inc.   ("CCI")   provided
substantially  all  of  the  Company's corporate  management  and
administrative services during the years ended December 31, 1998,
1997, 1996 and 1995, for which the Company paid to CCI  $342,820;
$497,388; $404,395 and $211,561, respectively.  The Company  paid
CCI  5,000,000;  108,460 (10,846,000 before  reverse  split)  and
2,000  (200,000 before reverse split) shares of Common Stock  for
settlement  of  $100,000;  $390,848 and $120,000  in  accumulated
payables  during 1998, 1997 and 1996, respectively.  The payments
represent payment for services rendered and expenses advanced  by
CCI.   The Company owed an additional $256,439; $40,919;  $27,090
and   $134,297  on  December  31,  1998,  1997,  1996  and  1995,
respectively, for services and or expenses advanced  by  CCI  for
the Company.  The Company's President, Jan J. Olivier, owns CCI.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

     (a)  EXHIBITS

          27 - Financial Data Schedule

     16   Letter on change in certifying accountant