U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                FORM 10-QSB

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

            For the quarterly period ended October 31, 1998



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

                     Commission file number 0-9800
                                    
                       LYRIC INTERNATIONAL, INC.
    (Exact name of small business issuer as specified in its charter)
                                                                        
             Colorado                   75-1711324
  (State or other jurisdiction     (I.R.S. Employer Identification No.)
of incorporation or organization)

                16775 Addison Road, Suite 300, Dallas, Texas 75248
                  (Address of principal executive offices)

                           (972) 713-6050
                      (Issuer's telephone number)

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

             APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: 1,041,969 shares of common
stock as of December 18, 1998.

Transitional Small Business Disclosure Format (check one);

Yes.......   No...X....



                Index to Quarterly Report on Form 10Q-SB

                      PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements.

            Report on Review by Independent Certified                          
            Public Accountants

            Consolidated Balance Sheets as of October 31, 1998
            and April 30, 1998

            Consolidated Statements of Operations for the Three
            and Six Months Ended October 31, 1998 and 1997 and
            Cumulative Period During the Development Stage 

            Consolidated Statement of Changes in Stockholders'
            Equity/(Deficiency)
                    
            Consolidated Statements of Cash Flows for the Six
            Months Ended October 31, 1998 and 1997 and
            Cumulative Period During the Development Stage

            Selected Information for Consolidated Financial Statements

Item 2.     Plan of Operation.


                    PART II - OTHER INFORMATION


Item 1.     Legal Proceedings.

Item 2.     Changes in Securities.

Item 3.     Defaults Upon Senior Securities.

Item 4.     Submission Of Matters To A Vote Of Security Holders.

Item 5.     Other Information.

Item 6.     Exhibits And Reports on Form 8-K.

SIGNATURES



                   PART I - FINANCIAL INFORMATION
 
Item 1.     Financial Statements.



          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 



Board of Directors
Lyric International, Inc.
Dallas, Texas

We have reviewed the accompanying consolidated balance sheet of Lyric
International, Inc. (formerly Lyric Energy, Inc.) as of October 31, 1998, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for three and six months ended October 31, 1998 and
1997.  These financial statements are the responsibility of the Company's
management. 

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements for them
to be in conformity with generally accepted accounting principles. 

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of April 30, 1998, and the related statements
of operations, changes in stockholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated June 19, 1997, we
expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of April 30, 1998 is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.




 /s/ Robert Early & Company, P.C.
Robert Early & Company, P.C.
Abilene, Texas

December 14, 1998

<TABLE>
<CAPTION>
                           LYRIC INTERNATIONAL, INC.
                       (A Development Stage Enterprise)
                          Consolidated Balance Sheets



                                          October 31,        April 30,  
                                                1998             1998 
                                          (Unaudited)
                                  Assets
<S>                                       <C>              <C>
Current Assets:
     Cash                                   $ 516,365        $   - 
     Accounts receivable-related parties      111,510            - 
     Notes receivable                         103,205
     Prepaid expenses                           8,140            - 
                                           ____________      _________
        Total Current Assets                  739,220            - 
                                           ____________      _________

Fixed Assets:
     Equipment                                364,706            - 
     Oil and gas properties                 1,794,735            - 
     Accumulated depreciation and 
      depletion                               (32,203)           - 
                                           ____________      _________
        Total Fixed Assets                  2,127,238            - 
                                           ____________      _________

Other assets                                    4,370            - 
                                           ____________      _________

TOTAL ASSETS                              $ 2,870,828         $  - 
                                           ============      =========

             Liabilities and Stockholders' Equity/(Deficiency)

Current Liabilities:
     Accounts payable                       $ 167,376         $  - 
     Accrued expenses                          29,962            - 
     Accrued interest                           9,919            - 
     Advance from related parties             292,876           15,117
     Advances from stockholders               292,488            -
                                            __________       __________ 

        Total Current Liabilities             792,621           15,117
                                            __________       __________

Stockholders' Equity/(Deficiency):
     Preferred stock:
     Series B, $100 stated value 
      (10,000,000 shares authorized,
      19,532 shares outstanding)            1,953,200            - 
     Common stock, $.01 stated value 
      (250,000,000 shares authorized, 
      1,767,366 and 1,041,366 outstanding)     17,674           10,414
     Additional paid-in capital             2,966,627        2,713,808
     Retained (deficit)                    (2,687,204)      (2,687,204)
     (Deficit) accumulated during the 
      Development Stage                      (172,090)         (52,135)
                                         ______________     _____________
        Total Stockholders' Equity          2,078,207          (15,117)
                                         ______________     _____________
        TOTAL LIABILITIES AND 
         STOCKHOLDERS' EQUITY             $ 2,870,828         $  - 
                                         ==============     =============

</TABLE>

See accompanying selected information and accountant's report.


<TABLE>
<CAPTION>
                          LYRIC INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                       Consolidated Statements of Operations
         For Three and Six Months Ended October 31, 1998 and 1997
                                 (Unaudited)


                          Cumulative 
                          During the 
                          Development       Three Months       Six Months  
                          Stage          1998      1997    1998      1997   
<S>                      <C>           <C>        <C>    <C>      <C>
Revenues:
    Oil production        $41,696        $41,696   $  -   $41,696   $  - 
    Oilfield services      51,015         51,015      -    51,015      - 
                         __________      _______   ______ ________  _______
      Total Revenues       92,711         92,711      -    92,711      - 
                         __________      _______   _______ _______  _______

Costs of Revenues:
    Production Taxes        1,936          1,936      -     1,936      - 
    Lease Operating        25,273         15,792      -    25,273      - 
    Rig expenses           26,511         26,511      -    26,511      - 
    Rig personnel costs    37,882         37,882      -    37,882      - 
    Depletion and 
     depreciation          24,616         24,616      -    24,616      - 
                        ___________    _________  _______  ________   ______
      Total Costs of 
       Revenues           116,218        106,737      -   116,218      - 
                        ___________    _________  _______  ________   ______
    Gross Profit          (23,507)       (14,026)     -   (23,507)     - 
                        ___________    _________  _______ _________   ______

General and 
 administrative expenses:
    Personnel costs        33,208         33,208      -    33,208      - 
    Legal & professional   24,432         21,716      -    24,432      - 
    Other                  79,542         20,487      -    28,889      - 
                         __________      ________   _____  _______   ______
      Total G& A 
       expenses           137,182         75,411      -    86,529      - 
                         __________      ________   _____ ________   ______

      Loss from 
       Operations        (160,689)       (89,437)     -  (110,036)     - 

Interest expense 
 (primarily to 
 related parties)         (11,401)        (9,919)    -     (9,919)     - 
                         __________     __________ ______ ________   ________

      NET (LOSS)       $ (172,090)     $ (99,356)  $ -  $(119,955)   $ - 
                        ===========     ========== ====== =========  ========

Basic loss per 
 weighted average 
 share                     $(0.19)      $(0.06)  $(0.00)  $(0.11)   $(0.00)
                          
Weighted average 
 shares outstanding       903,088   1,767,366  1,041,366 1,133,192  1,041,366

</TABLE>

See accompanying selected information and accountant's report. 

<TABLE>
<CAPTION>
                             LYRIC INTERNATIONAL, INC.
                         (A Development Stage Enterprise)
      Consolidated Statement of Changes in Stockholders' Equity/(Deficiency)

                                                                   Deficit     
                                               Addi-               Accumulated
          Date of      Preferred    Common     tional    Accum-    During the 
          Tran-        Stock        Stock      Paid-In   lated     Development
          saction Shares Amount  Shares Amount Capital  (Deficit)   Stage    
<S>       <C>    <C>    <C>   <C>      <C>    <C>        <C>         <C>
BALANCES, 
November 
30, 1996            -    $ -   195,114  $1,952 $2,158,177 $(2,682,701) $  - 

Contributed 
by related 
parties
through 
cancellation 
of debts  01/15/97  -      -      -         -     464,093         -       - 
Issued 
for Cash  04/10/97             846,252   8,462     91,538         -       - 
Net (loss)          -      -      -         -         -       (4,503)(37,018)
                  ___________________________________________________________
BALANCES, 
April 
30, 1997            -      -  1,041,366  10,414 2,713,808 (2,687,204)     - 

Net (loss)          -      -      -         -         -          -   (15,117)
                  ____________________________________________________________

BALANCES, 
April 30, 
1998                          1,041,366  10,414 2,713,808 (2,687,204)(52,135)

Issued for 
oil & gas 
property  
     07/27/98 13,500 1,350,000   66,000     660    49,340      -        -  
Adjustment 
for cost 
in excess
of reserve 
value             -       -        -         -   (174,184)     -        - 
Issued for 
note 
receivable
     08/20/98  1,032   103,200     -         -          5      -        - 
Issued for 
Woodman 
Enterprises
     09/01/98  5,000   500,000     -         -        -        -        - 
Adjustment 
for cost 
in excess 
of related 
party basis      -        -        -         -   (115,592)     -        - 
Private 
placement
     10/15/98    -        -     660,000    6,600  493,250      -        - 
Net(loss)        -        -        -         -        -        -    (119,955)
               ______________________________________________________________

BALANCES, 
October 
31, 1998    19,532$1,953,200 1,767,366$17,674 $2,966,627$(2,687,204)$(172,090)
           ==================================================================

</TABLE>

See accompanying selected information and accountant's report.  

<TABLE>
<CAPTION>
                          LYRIC INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                     Consolidated Statements of Cash Flows
                For Six Months Ended October 31, 1998 and 1997
                                 (Unaudited)

                              Cumulative 
                              During the 
                              Development
                              Stage                1998          1997 
<S>                         <C>                <C>            <C>
CASH FLOWS FROM 
OPERATING ACTIVITIES:
Net loss                     $ (172,090)         $ (119,955)    $  - 
Adjustments to reconcile 
net income/(loss) to
net cash provided by 
operations:
   Depreciation and 
    depletion                    24,997              24,997        - 

Decrease/(increase) in:
   Accounts receivable-
    related parties             (47,759)            (47,759)       - 
   Prepaid expenses                  80                  80        - 
Increase/(decrease) in:
   Accounts payable             104,798             154,168        - 
   Accrued expenses              20,597              19,115        -
                             ____________         __________    _________ 
Net Cash Provided/(Used) 
by Operating Activities         (69,377)             30,646        - 
                            _____________         __________    _________

CASH FLOWS FROM 
INVESTING ACTIVITIES:
   Purchase of oil 
    properties                 (240,002)           (240,002)       - 
   Development of oil 
    properties                 (118,917)           (118,917)       - 
   Purchase of 
    equipment                   (27,495)            (27,495)       - 
   Cash from Woodman 
    Enterprises, Inc. 
    acquisition                  12,036              12,036        -
                            _____________         ____________   ___________ 
Net Cash (Used) in 
 Investing Activities          (374,378)           (374,378)       -
                            _____________         ____________   ___________ 

CASH FLOWS FROM 
FINANCING ACTIVITIES:
   Advances from 
    related parties             277,371             277,371        - 
   Advances from 
    stockholders                 82,876              82,876        - 
   Proceeds from 
    issuing stock               599,850             499,850        - 
                             ____________         ___________    _________
Net Cash Provided by 
 Investing Activities           960,097             860,097        - 
                             ____________         ____________   _________

   Increase in cash 
    for period                  516,342             516,365        - 
     Cash, Beginning 
      of period                      23                -           -
                             ____________         ____________   _________ 

     Cash, End of period       $516,365            $516,365      $ - 
                             ============         ============   ==========

Supplemental Disclosures:
   Cash payments for:
     Interest                  $   -               $   -         $ - 
     Income taxes                  -                   -           - 

   Cancellation of related 
    party and other 
    indebtedness               $458,166            $   -         $ - 
   Acquisition of oil property:
     Note payable               210,000                -           - 
     Common & preferred 
      stock                   1,225,816                -           - 
   Acquisition of 
    Woodman Enterprises, Inc.:
     Current assets              88,377               88,377       - 
     Fixed assets (net)         330,004              330,004       - 
     Liabilities                (33,974)             (33,974)      - 
     Preferred B shares 
      issued                   (384,407)            (384,407)      - 


</TABLE>

See accompanying selected information and accountant's report.


                            Lyric International, Inc.
                         (A Development Stage Enterprise)
              Selected Information for Consolidated Financial Statements
                                October 31, 1998
                                (Unaudited)

NOTE 1:   BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions of Regulation S-B. 
They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.  However,
except as disclosed herein, there has been no material change in the
information included in the Company's Annual Report on Form 10-KSB for the
year ended April 30, 1998.  In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  The report of Robert Early & Company, P.C.
commenting on their review accompanies the condensed financial statements
included in Item 1 of Part 1.  Operating results for the six-month period
ended October 31, 1998, are not necessarily indicative of the results that may
be expected for the year ending April 30, 1999.

Development Stage Enterprise -- The Company returned to the development stage
in November 1996 with the transfer of its final operating responsibility to
others and thereby reducing its activities to the sole pursuit of identifying,
evaluating, structuring, and completing a merger with or acquisition of a
privately owned entity.  During the six months ended October 1998 and
subsequent to that date, the Company has acquired oil interests in Mitchell
County, Texas, an oil field service Company, and a 50% interest in an entity
which has contracts to develop maps indicating subterranean fresh water supply
sources in Mexico using a new mapping technology.  The Company is also
reviewing the possibility of acquiring real estate in Florida.  Management
anticipates exiting the development stage during the current fiscal year.

Going Concern Issues   The Company has been relatively inactive during the
past three years due to a shortage of operating assets and working capital. 
The Company's activities (described below) have not generated sufficient
revenues to cover operating expenses.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  The Company
signed a Letter of Intent to merge with Natural Gas Technologies, Inc. (NGT)
in January 1997.  In January 1998, the merger agreement with NGT was
terminated by NGT.  During July 1998, the Company acquired a producing oil and
gas lease in Mitchell County, Texas with limited production and significant
development potential.  Work over and rework efforts were begun to bring
existing wells back into production.  

The ability of the Company to continue as a going concern is dependent on its
ability to acquire the additional funds to bring its property and investments
into profitable production or for its stockholders to continue to fund its
activities.  There have been no adjustments to financial statement information
which might be required should the Company be unable to continue as a going
concern.

NOTE 2:  STOCK TRANSACTIONS

During July, the Company held a special stockholder meeting at which the
following was approved: a reverse split of common shares of 1 for 240.597, the
authorization of 10,000,000 shares of preferred stock, and a name change for
the Company from Lyric Energy, Inc. to its current name.  All share amounts
presented have been restated as though the reverse split had occurred at the
earliest date presented.

The directors established a Series B Preferred Stock with par value set at
$100 per share and which is entitled to cumulative dividends at 8% of par
value.  These Series B shares are also convertible, at the option of the
holder, into the Company's common stock during calendar 1999.  The conversion
will be based on the 10-day average closing price of the Company's common
stock immediately prior to the conversion effective date.  Additionally, all
Series B preferred shares convert to common shares on January 1, 2000 based on
the average of the last 10 days' closing prices in 1999.

The shares issued as described below and in Note 4 had not been issued by the
Company's stock transfer agent at October 31, 1998.  However, they have been
presented as issued in these financial statements due to contract
requirements.


During August 1998, the Company agreed to issue 1,032 shares of Series B
preferred stock to its majority shareholder in exchange for the transfer of a
$103,250 note receivable from Trans Energy, Inc. which is due upon demand and
bears interest at 8% per annum.

During October 1998, the Company placed 660,000 units as the result of a
private placement effort that yielded the Company $499,850.  The units
consisted of one common share, one Class A warrant to purchase one common
share, and one Class B warrant to purchase one common share.  The Class A
warrants may be exercised at $1 per share while the Class B warrants may be
exercised at $2 per share.  Both classes of warrants expire five years after
the underlying common shares have been registered.  The Company has the option
of calling the Class A warrants  after the Company's stock has closed at a
price above $1 for 20 consecutive trading days.  The Class B warrants may be
called after the stock has closed above $2 for 20 consecutive trading days.

NOTE 3:  ACQUISITION OF OIL AND GAS ASSETS

During July 1998, the Company purchased an oil and gas lease in Mitchell
County, Texas covering approximately 560 acres.  This property has 56 existing
wells which had limited production but needed work.  The Company plans to
convert a number of wells to water injection wells to enhance oil recovery. 
Some existing wells will have to be plugged.

The Company paid a total of $1,850,000 for this property.  The purchase price
consisted of $240,000 cash, a note for $210,000, 66,000 units identical to the
units sold in the private placement discussed in Note 2, and 13,500 shares of
Series B preferred stock.  The note bears interest at 8% and is due July 27,
1999.  The stock has been valued at $0.375 per share for the common and $100
per share for the preferred.  However, due to a discounted present value
calculation by a petroleum engineer using  a 20% discount factor, the property
was recorded at the lower estimated fair value of $1,675,816 with the balance
being an adjustment of additional paid in capital.

NOTE 4:   ACQUISITION OF WOODMAN ENTERPRISES, INC.

Effective September 1, 1998, the Company entered into an agreement to acquire
Woodman Enterprises, Inc. from Redbank Petroleum, Inc. in exchange for 5,000
shares of Series B preferred stock.  Woodman is an entity created in February
1998 to obtain the necessary equipment to be able to provide a broad range of
well work over services.  Woodman purchased a work over rig, a reverse
drilling unit, a cement truck, and other pertinent equipment.  The Company
acquired this entity for work on its own properties as well as to be able to
offer services to other oil and gas producers.  The following tables present a
condensed balance sheet for Woodman at September 1, 1998 and the related
condensed statement of operations for the period from inception to August 31,
1998.

<TABLE>
                          Condensed Balance Sheet
           <S>                                    <C>
            Cash                                   $  12,036
            Accounts receivable                       63,751
            Other current assets                      12,590
                                                  ______________
                Total current assets                  88,377
            Fixed assets (net of depreciation)       330,004
                                                  ______________
                Total Assets                       $ 418,381
                                                  ==============

            Accounts payable & accrued expenses    $  33,974
                Total stockholder's equity           384,407
                                                  ______________
                Total Liabilities and 
                 Stockholder's Equity              $ 418,381
                                                  ==============

                   Condensed Statement of Operations

            Total revenues                         $  78,492
            Costs of revenues                         62,035
                                                  _____________
                Gross profit                          16,457
            Other operating expenses                  29,514
                                                  _____________
                Net Loss                           $ (13,057)
                                                  =============
</TABLE>

NOTE 5:   EARNINGS PER SHARE

Basic earnings per share have been presented on the statement of operations. 
All of the outstanding Series B preferred shares (19,532 shares) are
convertible into common shares based on their $100 par value and the average
market price for common shares for the 10 days prior to conversion.  Based on
the stock price at November 30, 1998, the preferred would convert into 488,300
common shares.  All of these shares are deemed to be common stock equivalents. 
However, they have not been included in a calculation of diluted earnings per
share because they would be antidilutive due to the losses reported.

NOTE 6:  SUBSEQUENT EVENTS

In November 1998, the Company signed an agreement to purchase Redbank
Petroleum's 50% interest in Seismic International, Inc.  for 50,000 shares of
its Series B preferred stock with a par value of $100 per share plus 10%
percent of the first $50,000,000 in future gross revenues.  Seismic recently
executed its first contract to produce subsurface mapping in Mexico to locate
municipal and commercial grade water deposits.  Seismic's partners have
expanded on new technologies which enables them to produce subsurface maps
detailed enough to distinguish the difference between fresh water, salt water,
sand, limestones, clays, and shales.  This new technology has exciting
possibilities in all areas of mining and exploration by pinpointing not only
the structures, as with traditional seismic, but also the contents of the
structure. Seismic is currently negotiating additional contracts ranging
upwards from $5,000,000. 

The Company is also pursuing the acquisition of a small fisherman's hotel in
southern Florida. 

On November 16, 1998, the Company initiated an additional private placement
program under Fortress Financial.  This program is to place 150,000 units at
$5 per unit.  Units consist of one share of common stock and one Class C
warrant to purchase one common share.  These Class C warrants are exercisable
at $6 per share and expire three years after the closing of the private
placement. 

Item 2.     Plan of Operation

     Cautionary Statement with Regard to Forward Looking Information

     This report may include certain statements that may be deemed to be
"forward-looking statements" within the meaning of 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.  All statements, other than
statements of historical facts, included in this report that address
activities, events or developments that Lyric International, Inc. (the
"Company" or "Lyric") expects, believes or anticipates will or may occur in
the future, including such matters as costs and expenses of the acquisition of
producing, developmental or exploratory properties, oil and gas reserve data
and information, costs of capital, projected margins, business strategies,
expansion and growth of the Company's operations, Year 2000 issues and other
such matters are forward-looking statements. These statements are based on
certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances.  Such statements are subject to a number of assumptions,
risks and uncertainties, including  general economic and business conditions,
oil and gas pricing issues, the availability of certain business opportunities
(or lack thereof) that may be presented to and pursued by the Company, changes
in laws or regulations and other factors, many of which are beyond the control
of the Company.  You are cautioned that any such statements are not guarantees
of future performance and that actual results or developments may differ
materially from those projected in the forward-looking statements.

     General

     Lyric currently is focusing on three areas in which it conducts business:
(i) natural resources,  (ii) subsurface mapping technology, and (iii) real
estate.

     Natural Resources

     The Company primarily plans to build shareholder value through consistent
growth in per share reserves, production and the resulting cash flow in
earnings of the Company.  To accomplish this, the Company plans to acquire
working interests in properties which are expected to produce secondary
recoveries of oil and gas through the use of new technologies, water floods or
additional drilling.  These types of properties can usually be acquired on
more favorable terms than properties in primary production, although lease
operating costs for these properties are higher upon acquisition than
properties in primary production.

     In July 1998, the Company completed an acquisition of oil and gas
properties from West Texas Recovery, Inc. in exchange for 13,500 shares of the
Company's Series B Preferred Stock, a $210,000 promissory note, $240,000 cash
and 66,000 units consisting of one share of the Company's $.01 par value
common stock (the "Common Stock"), one Class A Warrant and one Class B
Warrant.  A Class A Warrant may be exercised to purchase one share of Common
Stock at $1 per share and a Class B Warrant may be exercised to purchase one
share of Common Stock at $2 per share.  The property covers 600 acres in
Mitchell County, Texas, all of which are developed.  At the time the Company
acquired the property it contained a total of 56 wells which had limited
production and needed reconditioning.  The Company has reconditioned a number
of the wells and has converted a number of the wells into water injection
wells to enhance the oil recovery from those wells.  Some of the wells on the
property are required to be plugged.  

     As of December 21, 1998, the Company had 22 producing wells, 5 operating
injection wells and 29 shut-in wells on the property in Mitchell County.  The
Company is currently producing and selling approximately 60 to 80 barrels of
oil per day under one lease on the property that includes 6 producing wells. 
The remainder of the producing wells are being operated under two other leases
on the property.  The approximately 100 barrels of oil per day being produced
from those wells currently is being stored in tanks on the property.  Lyric
plans to recondition the remaining shut-in wells on the oil and gas properties
acquired from West Texas Recovery, Inc. and increase revenues from those
properties.  There is not however any assurance that the Company will be
successful in reconditioning the remaining shut-in wells on a profitable
basis.

     All of the Company's properties in Mitchell County are operated by West
Texas Recovery, Inc. The Company pays West Texas Recovery, Inc. $2,000 per
month for overhead expenses for operating those wells and reimburses West
Texas Recovery, Inc. for all well operating costs. Michael G. Maguire, the
President and Chairman of the Board of the Company, is the President, Chief
Executive Officer and Chief Financial Officer of West Texas Recovery, Inc.

     On September 1, 1998, the Company acquired all of the outstanding shares
of common stock of Woodman Enterprises, Inc. in exchange for 5,000 shares of
Lyric's $100 par value Series B Preferred Stock.  Woodman Enterprises, Inc. is
a company primarily engaged in the business of subcontracting equipment used
to service and maintain oil and gas wells up to 12,000 feet in depth.  Woodman
Enterprises, Inc. also has cement and water trucks and subcontracts equipment
used for the  re-entry of oil and gas wells.  The Company intends to use the
that equipment to rework properties which it has acquired and other properties
which it intends to acquire.  Woodman Enterprises, Inc. was a wholly owned
subsidiary of Redbank Petroleum, Inc., a corporation which is owned 50 percent
by Warren Donohue, a director and officer of Lyric, and 50 percent by Brent
Wagman, the majority shareholder of Lyric.

     All services of Woodman Enterprises, Inc. through October 31, 1998 had
been provided to West Texas Recovery, Inc. and Wagman Petroleum, Inc.  Brent
Wagman beneficially owns approximately 45 percent of the outstanding common
stock, and is an officer and director, of Wagman Petroleum, Inc.  All of the
services provided to West Texas Recovery, Inc. were on the previously
described properties owned by the Company in Mitchell County.  Although no
work had been performed for entities unrelated to the Company through October
31, 1998, prices charged to related parties have been the same prices as have
been quoted to unrelated entities for similar work and are believed to be in
line with prices generally charged by the industry. During November 1998, the
Company pursued and accepted engagements for future work for several unrelated
entities.

     Subsurface Mapping Technology

     On November 30, 1998, Lyric acquired 50 percent of the outstanding common
stock of Seismic International, Inc. from Redbank Petroleum, Inc. in exchange
for 50,000 shares of the Company's Series B Preferred Stock.  The Company also
agreed with Redbank Petroleum, Inc. that Redbank Petroleum, Inc. is entitled
to receive 10 percent of the first $50,000,000 of gross revenue generated by
Seismic International, Inc. 

     Seismic International, Inc. is a company that currently negotiates and
obtains contracts to produce subsurface maps.  Seismic International, Inc.
currently plans to subcontract the work to be performed under those contracts
to North American Geophysical and North Trend Geophysical, the owners of the
subsurface mapping technology which includes the equipment that obtains the
subsurface data and the software that analyzes that data.  Redbank Petroleum,
Inc. has agreed with the Company that Redbank Petroleum, Inc. will attempt to
obtain a licensing agreement with the owners of the subsurface mapping
technology, pursuant to which Seismic International, Inc. will be able to
produce the subsurface maps without subcontracting that work to the owners of
the technology.  

     The subsurface mapping technology is a type of electronic mapping that
produces detailed maps of subsurface structures and geology similar to a
magnetic resonance imaging system used to diagnose humans in hospitals.  It
can determine the difference between various liquids located underground such
as fresh water and salt water as well as the difference between various types
of rocks (limestone, sandstone, clay, shale and other ore bearing rocks). The
Company believes this technology will lend itself to locating various minerals
and should lower exploration costs in mining, oil and gas exploration,
locating municipal water supplies, and many other types of mining by mapping
subsurface structures. 

     On October 23, 1998, Seismic International, Inc. executed its first
contract with Geophysical de Mexico to perform subsurface mapping in central
Mexico to locate municipal and commercial grade water deposits. That contract
is for $7,500,000 and requires Seismic International, Inc. to complete the
subsurface mapping work prior to January 6, 1999. If the subsurface mapping
work is not completed prior to that date, Geophysical de Mexico is not
required to pay Seismic International, Inc. any amounts required under the
contract.  Seismic International, Inc. plans to subcontract all of the mapping
work to North American Geophysical and North Trend Geophysical.  Seismic
International, Inc. however has not entered into any definitive agreements
with those entities to perform the subcontract work.  Seismic International,
Inc. also is currently negotiating additional contracts with Geophysical de
Mexico in excess of $5,000,000 each.  There is not however any assurance that
such contracts will be consummated.

     Real Estate

     The Company currently is negotiating with certain parties to acquire a
beach front hotel near Key Largo, Florida.  The parties however have not
entered into any definitive agreements.  The Company has not determined the
manner in which the possible purchase of the hotel may be financed.  
        
     Liquidity and Capital Resources

     As of October 31, 1998, Lyric had a cash balance of $516,365.  The
Company's capital requirements to conduct its plan of operation is significant
and there is not any assurance that the Company will be able to obtain such
funds or obtain the required capital on terms favorable to the Company.  The
Company plans to satisfy its capital requirements for the next twelve months
by selling the Company's securities and obtaining financing from related
parties.  If Lyric is unable to obtain financing from related parties, the
sale of its securities or some other source, it is unlikely that Lyric will
continue as a going concern. 

     Year 2000 Issues

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

     The Company has not completed its assessment of the Year 2000 issue, but
currently believes that costs of addressing the issue will not have a material
adverse impact on the Company's financial position.  The Company has not
automated many of its operations with information technology ("IT") systems
and non-IT systems because of the size of the Company, and presently believes
that the Company's existing computer systems and software will not need to be
upgraded to mitigate the Year 2000 issues.  The Company has not incurred any
costs associated with its assessment of the Year 2000 problem.  In the event
that Year 2000 issues impact the Company's accounting operations and other
operations aided by its computer system, the Company believes, as part of a
contingency plan, that it has adequate personnel to perform those functions
manually until such time that any Year 2000 issues are resolved.  

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

                       PART II - OTHER INFORMATION


Item 1.     Legal Proceedings

     See the Company's Annual Report on Form 10-KSB for the fiscal year ended
April 30, 1998.

Item 2.     Changes in Securities

     During August 1998, the Company agreed to issue 1,032 shares of Series B
Preferred Stock to its majority shareholder in exchange for the transfer of a
$103,250 note receivable from Trans Energy, Inc. which is due upon demand and
bears interest at 8% per annum.  The issuance of the securities in that
transaction was made pursuant to Section 4(2) under the Securities Act as an
offering not involving a public offering.  

     On September 1, 1998, the Company acquired all of the outstanding shares
of common stock of Woodman Enterprises, Inc. in exchange for 5,000 shares of
the Company's Series B Preferred Stock.  The issuance of the securities in
that transaction was made pursuant to Section 4(2) under the Securities Act as
an offering not involving a public offering.

     During October 1998, the Company sold 660,000 units to investors in
exchange for $499,850.  The units consisted of one share of Common Stock, one
Class A Warrant to purchase one share of Common Stock, and one Class B Warrant
to purchase one share of Common Stock.  The issuance of the securities in that
transaction was made pursuant to Rule 506 under the Regulation D of the
Securities Act.  

     Holders of the Company's Series B Preferred Stock are entitled to
cumulative dividends at the rate of 8% of the par value of the Series B
Preferred Stock.  Each share of Series B Preferred Stock is convertible, at
the option of the holder thereof, into the Company's Common Stock during the
period commencing on January 1, 1999 until December 31, 1999.  The number of
shares of Common Stock into which one share of Series B Preferred Stock will
be converted will be equal to $100 divided by the average closing price of the
Company's Common Stock traded over the counter, or on Nasdaq or any national
exchange  (the "Average Closing Price") for the ten trading days immediately
prior to the conversion effective date.  All shares of Series B Preferred
Stock automatically convert to shares of the Company's Common Stock on January
1, 2000 based on the Average Closing Price for the ten trading days
immediately prior to January 1, 2000.

     The Class A Warrants may be exercised at $1 per share and the Class B
Warrants may be exercised at $2 per share.  Both classes of warrants expire
five years after the underlying shares of Common Stock have been registered
under the Securities Act.  The Company has the option of calling the Class A
Warrants  after the Company's Common Stock has closed at a price above $1 for
20 consecutive trading days.  The Class B Warrants may be called after the
Common Stock has closed above $2 for 20 consecutive trading days.

Item 3.     Defaults Upon Senior Securities

            None.

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

            None.

Item 5.     Other Information

            None.

Item 6.     Exhibits And Reports On Form 8-K

            (a)  Exhibits

            3.1  Articles of Amendment to the Articles of Incorporation of
                 Lyric International, Inc. as filed with the Colorado
                 Secretary of State on September 22, 1998.  Filed herewith.

           10.1  Purchase and Sale Agreement between the Company and West
                 Texas Recovery, Inc. dated July 27, 1998.  Filed herewith.

           10.2  Contract for Sale and Purchase of Business between the
                 Company and Redbank Petroleum, Inc. dated September 1, 1998. 
                 (Incorporated by reference from Exhibit 10.1 to the Company's
                 Current Report on Form 8-K as filed on December 9, 1998).

           10.3  Agreement dated October 23, 1998 between Seismic
                 International, Inc. and Geophysical de Mexico.  (Incorporated
                 by reference from Exhibit 10.1 to the Company's Current
                 Report on Form 8-K as filed on December 15, 1998).

           27.1  Financial Data Schedule

            (b)  Reports On Form 8-K

     The Company filed three Current Reports on Form 8-K during the quarter
ended October 31, 1998.  The Company's Form 8-Ks filed on August 11, 1998 and
September 3, 1998 reported the Company's acquisition of certain oil and gas
properties from West Texas Recovery, Inc. on July 27, 1998.  The Company's
Form 8-K filed on September 15, 1998 reported the Company's acquisition of
Woodman Enterprises, Inc. on September 1, 1998.


                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                     LYRIC INTERNATIONAL, INC.



Date: December 21, 1998              By: /s/ Michael G. Maguire
                                     ________________________________
                                     Michael G. Maguire, President