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

                                  FORM 10-KSB/A

               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 1998           Commission File Number 0-21566

                             LS CAPITAL CORPORATION
                 (Name of small business issuer in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   84-1219819
                      (I.R.S. Employer Identification No.)

                                   Rivercourt
                          17-19 Sir John Rogersons Quay
                                    Dublin 2
                                     Ireland
                                 (3531) 679-0222
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

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

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

                               Title of Each Class
                          Common Stock, $.01 Par Value

Indicate by check mark whether  registrant (1) has filed all reports to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO [ ]

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

The issuer's revenues for the fiscal year ended June 30, 1998 were $-0-.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant on September 24, 1998 was  $1,105,362,  based on the closing price of
such  stock of $.09 on such  date.  The  number  of  shares  outstanding  of the
registrant's  Common  Stock,  $.01 par value,  as of September 24, 1998 was 17.6
million.

Transitional Small Business Disclosure format (Check one): YES [ ]  NO [X]


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                              PURPOSE OF AMENDMENT

LS Capital  Corporation,  a Delaware  corporation (the "Company"),  hereby files
this Amendment to its Annual Report on Form 10-KSB (the"Annual  Report)" for its
fiscal year ended June 30, 1998 to correct the number of  outstanding  shares of
the  Company's  common stock,  par value $.01 per share,  reflected on the front
page of the Annual Report.


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, LS Capital  Corporation  has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   October 22, 1998                        LS Capital Corporation
                                                 (Registrant)

                                                 By:    /s/ Paul J. Montle
                                                 Paul J. Montle,
                                                 Chief Executive Officer
                                                 (Principal Executive Officer,
                                                 Principal Financial Officer and
                                                 Principal Accounting Officer)