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

                                  FORM 10-Q/A
                               (Amendment No. 1)

     /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998

                                       OR

    / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                       COMMISSION FILE NUMBER: 000-25003

                              REVENGE MARINE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEVADA                                            36-3051776
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NUMBER)

                              2051 NW 11TH STREET
                              MIAMI, FLORIDA 33125
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (305) 643-0334
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.

                              YES / /      NO /x/

         The number of issued and outstanding shares of the Registrant's Common
Stock, $0.001 par value, as of December 31, 1998 was 7,424,010.

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                              REVENGE MARINE, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   UNAUDITED
<TABLE>
<CAPTION>

                                            SIX MONTHS ENDED DECEMBER 31, 1998       YEAR ENDED JUNE 30, 1998

<S>                                                      <C>                                  <C>            
Cash Flows From Operating Activities
     Cash Received from Customers                        1,612,582                            101,785
     Other income                                           15,159                                 15
     Cash Paid for Goods and Services                   (2,413,725)                          (399,084)
         Net Cash Used by Operating
          Activities                                      (785,984)                          (297,284)

Cash Flows From Investing Activities
     Cash Acquired from Acquisition of                                                         
      Subsidiaries                                               0                             56,216
     Plant and Equipment Purchase                       (1,658,583)                          (128,624)
         Net Cash Used by Investing                     (1,658,583)                           (72,408)
          Activities

Cash Flows From Financing Activities
     Pain in Capital Withdrawn                             (27,214)                           353,500
     Proceeds from Long-Term Debt                        2,358,104                            147,742
     Repayment of Short-Term Debt                                0                               (957)
     Stock Receivable - Cash Received                      100,000                            (27,800)
         Net Cash Provided by Financing                             
          Activities                                     2,430,890                            472,485

Net Decrease in Cash                                       (13,667)                           102,793
Cash at Beginning of Period                                102,793                                  0
Cash at End of Period                                       89,116                            102,793

</TABLE>



                            See accompanying notes.




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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: March 19, 1999                        REVENGE MARINE, INC.



                                            By /s/ LINDA D. RIZNICK
                                               --------------------------------
                                                   Linda D. Riznick
                                                   Vice-President and Chief 
                                                   Financial Officer




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