NOTE:  FORMAT GUIDE FOR PRINTING READABLE HARD COPY
       PAGE LENGTH: 63 LINES
       MARGINS: 0.5" AT TOP AND BOTTOM, 0.5" AT RIGHT AND LEFT
       FONT: COURIER NEW, 10PT
       LINE ONE BEGINS AT "START"





































<PAGE>
START**************************************************************************


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A

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


For the fiscal year ended January 31, 1998   Commission File Number  000-18081

                       RAMEX SYNFUELS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


         Nevada                                             87-0360039
(State of Incorporation)                            (IRS Employer Ident. No.)

            2204 W. Wellesley
       Spokane, Washington  99205                     (509)  328-9633
(Address of principal executive offices)      (Registrant's telephone number)

          Securities registered pursuant to Sections 12(b) of the Act:

         Title of Each Class          Name of Exchange on Which Registered
         -------------------          ------------------------------------
                  None                               None

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

                                 Title of Class
                                 --------------
                              (Common Stock ($0.01)

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

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant.

Approximately  $123,337 as of January 31, 1998  (determined  by reference to the
average bid and ask prices of such stock on January 31, 1998).

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                             As of January 31, 1998,
                   Common Stock, $0.01 Par Value - 14,823,465

Documents incorporated herein by reference:

Form 8-K filed January 15, 1999

*******************************************************************************
Document page 1 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998
<TABLE>
                                TABLE OF CONTENTS

                                     PART 1
<C>                                                                        <S>
Item 1  Description of Business                                            1

Item 2  Properties                                                         8

Item 3  Legal Proceedings                                                  9

Item 4  Submission of Matters to a Vote of Security Holders                9

                                    PART II

Item  5  Market for Registrant's Common Equity and Related 
         Stockholders' Matters                                             9

Item 6  Selected Financial Data                                            10

Item 7  Management's  Discussion and Analysis of Financial 
        Condition and Results of Operation                                 10

Item 8  Financial Statements and Supplementary Data                        12

Item 9  Changes In and Disagreements With Accountants on 
        Accounting and Financial Disclosure                                12

                                   PART III


Item 10  Directors and Executive Officers of the Registrant                13

Item 11  Remuneration of Directors and Officers                            14

Item 12  Security Ownership of Certain Beneficial Owners and 
         Management                                                        15

Item 13  Interest of Management and Others in Certain Transactions         17

                                   PART IV

Item 14  Exhibits, Financial Statement Schedules, and Reports on 
         Form 8-K                                                          17

SIGNATURES                                                                 18

Consent of Auditors                                                        19

Audited Financial Statements and Notes to Financial Statements             20
</TABLE>





Document page 2 of 28

<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998


PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

Overview

     Ramex Synfuels International, Inc., a Nevada  corporation ("Ramex" or 
the "Company") was originally incorporated  and commenced  operations as 
Cache Oil Corporation in March, 1980 under the laws of the State of Utah.  
In July, 1980, Cache Oil Corporation  purchased in a business combination 
all of the outstanding common stock of Rams Horn, Inc., a Wyoming 
Corporation which was subsequently dissolved.  In December, 1980 Cache Oil 
Corporation merged with the wholly owned subsidiary of Rams Horn, Inc., 
Ramex Synthetic Fuels International, Inc., a Utah Corporation, with the 
name of the surviving Utah Corporation being changed to Ramex Synfuels 
International, Inc.  Ramex changed its domicile to Nevada from Utah in 
December, 1988.  All entities involved were in the development stage at 
the time of acquisition or merger.

     Ramex was organized for the purpose of developing and extracting of 
oil, gas, and other energy sources from oil bearing shale. On May 29, 1990 
the Company was issued a United States Patent for its oil shale gasification 
process and retains exclusive rights to this process in the United States.  
The patent is valid until May 28, 2007.  The Company believes that the low 
cost and efficient economics of the process make it very important to the 
energy industry in general and specifically important to the future of Ramex.

     At present, the oil shale gasification process has been tested in the 
laboratory and in several field tests in Wyoming and Indiana.  However, the 
results from the Process, as utilized on a commercial basis, are unknown and 
no assurance can be given as to the amount of gas the process will produce, 
if any, or the longevity of any such production.

     As of January 31, 1998, Ramex was not producing oil or oil shale 
products. 

Ramex Research Partners, Ltd.

     Ramex Synfuels International, Inc. is the General Partner of Ramex 
Research Partners, Ltd. (the "Partnership").  Ramex was in the development 
stage until 1992, when initial investigations closed.  For the purposes of 
funding the further testing, on September 30, 1993, the Company, as sponsor 
of a private placement of limited partnership interests in Ramex Research 
Partners, Ltd. closed its offering at the minimum amount intended to be 
sold of $110,000 and issued a press release regarding same.  The partnership 
interests were offered to investors' meeting suitability standards in 
multiples of $5,000 with a minimum purchase of one unit. 








Document page 3 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

     The Partnership was formed for the purpose of participating with the 
Company in further enhancement and development of the oil shale gasification 
process (the "Process"). The funds which Ramex received from the Partnership, 
as well as funds received  from other sources, including funds received from 
the sale of shares of common stock in the future, if any, have been and are 
scheduled to be utilized  by the Company to conduct additional research of 
the process which will have as its goals (i) the further understanding of 
the process involved in the in-situ gasification of shale oil; (ii) the 
further development of the technology  utilized in the design of the 
down-hole heaters, which are an integral part of the application of the 
process, in order to increase the efficiency of such heaters; (iii) the 
development of more efficient  methods for handling the gases produced as 
a result of the application of the process; (iv) the development of more 
efficient drilling methods for penetrating and exploiting oil shale through 
the application of the process; and (v) the development of water containment 
methods to eliminate the problem of down-hole water flowing in the heater; 
and (vi) payment of outstanding accounts payable and to fund current 
operating expenses, to the extent possible, of Company.

     In consideration of the capital which the Partnership has made available 
To Ramex to fund its research and development activities, the Company grants 
to the Partnership a limited  term royalty, payable out of the proceeds of 
gas produced from the  application of the process.  The limited term royalty 
shall continue until the Partnership  has received the greater of (i) 
payments aggregating 1.10% of the net profits received from the first 1,000 
wells drilled and produced using the Ramex process or (ii) payments the 
limited partners receive aggregates ten times their original contribution.

     Subsequent to establishing the above relationship, on December 13, 
1993, the Company entered into a Contractual Agreement with Southwest 
Research Institute of San Antonio, Texas, for first phase testing of the 
patented Ramex in situ gasification process.  After to the completion of the 
first phase, a plan was developed for further phases of testing; however, it 
was not implimented due to lack of available funding.  The Contractual 
Agreement with Southwest Research Institute expired in September, 1997.  

The Oil Shale Gasification Process

     Since 1980, Ramex has been researching and developing a method to 
extract synthetic natural gas from oil shale.  The oil shale gasification 
process invented and patented by Ramex is an in-situ operation requiring no 
mining.  A well similar to a natural gas well is drilled into an oil shale 
formation, and then fired by a specially developed propane or natural gas 
powered heater.  The heater raises the temperature of the immediately 
surrounding shale to approximately 1,200 degrees Fahrenheit.  Based on 
laboratory and field tests, raising the temperature of oil shale to that 
point causes a molecular reaction somewhat similar to the reaction in coal 
when it is turned into coke.  No combustion takes place in the shale.  
Instead, hydrocarbons trapped in the shale are released predominantly as 
shale gas with a small amount of shale oil produced as well.  






Document page 4 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

     Development of the method began in the laboratory and progressed to 
initial and second field tests near Duchesne, Utah, followed by two 
additional field tests near Rock Springs, Wyoming.  In April, 1988, Ramex 
began field-testing  near Henryville, Indiana, where a total of eight 
wells were drilled.  Throughout the testing the Company continued to 
develop and refine its process.  

     Based on information derived from the above mentioned tests, Ramex 
has proven that it can produce synthetic natural gas by drilling a hole 
into oil shale, inserting a heater and raising the temperature over 1,000 
degrees Fahrenheit.  The Company developed a heater which will allow the 
Company to put substantial BTU's of heat into the shale, including surface 
equipment and mechanisms to control the heater temperature and monitor the 
temperature of the shale as it is being heated.

     Questions yet to be answered prior to using the process on a 
commercial basis are:

1.   How fast does the heat reaction move through the shale?

2.   How far will the  reaction  go from the heat  source  and how much  heat is
     necessary on an incremental  basis to keep the reaction zone moving outward
     from the source heat?

3.   What is the exact chemical composition of the gas that is produced from the
     process over a period of time and does the composition  change with varying
     amounts of heat and if so, what is the ideal  amount of heat to produce the
     most desirable chemical composition of the gas?

     In all of the field tests in Indiana, Ramex was unable to answer the above
questions due to water incursions into the heating area after the burner was
installed.  Management determined that it needs a lengthy burn in a water free 
environment, and could not be assured that Ramex's lease holdings at the time 
in Indiana would provide that kind of environment.

     The technology is available to dewater an area of shale.  Dewatering 
requires analyzing the water table in the intended gasification area and 
drilling a number of wells around the perimeter from which the water is pumped
out creating a cone of depression.  The Company believes that in a commercial 
application of the dewatering process, cost per well would be minimal, but to 
do so for one well on a research basis is cost prohibitive.  Therefore, while 
the commercial production of gas from the oil shale in Indiana and other 
states where high water tables are present is very possible, those locations 
are not suitable for further research development studies.

     For the purposes of the Company, laboratory simulation represents a 
tremendous advantage over continued trial and error research in the field.  
Variables can be introduced, such as higher or lower temperatures and the 
effects studied to determine exactly the correct temperature necessary to 
achieve the best reaction and to maintain the most economical thermal front 
movement within the shale.  The composition of the gas produced can be tested 
using variable conditions. Volume of gas  produced, its composition and the  
ultimate economics of the process can be determined and perfected much more 
quickly. 

     Ramex is currently evaluating the costs of conducting additional 
laboratory testing.
Document page 6 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998
Competitive Conditions

     Oil shale gasification is a relatively new process for the commercial
production of synthetic natural gas, and there are comparatively few companies
involved in this  activity.  At least initially, Ramex does not anticipate any
significant competition for geological  prospects suitable for conducting its
operations from other entities in the oil shale gasification industry.  However,
Ramex may encounter competition in obtaining future prospects and in selling
natural gas by other companies and individuals engaged in traditional
exploration for oil and gas  as well as in the organization and conduct of
drilling programs, many of whom have greater financial resources and technical
capabilities than the Registrant.


REGULATION

General

     RAMEX has no operations  that are currently affected by political 
developments and federal and state laws and regulations.  In particular, oil 
and natural gas production operations and economics are or have been affected 
by price control, tax and other laws relating to the oil and natural gas 
industry, by changes in such laws and by changing administrative regulations.  
There are currently no price controls on oil, condensate or NGLs; to the 
extent price controls remain applicable after the enactment of the Natural Gas 
Wellhead Decontrol Act of 1989

    Legislation affecting the oil and natural gas industry is under constant 
review for amendment or expansion, frequently increasing the regulatory burden. 
Also, numerous departments and agencies, both federal and state, are authorized 
by statute to issue and have issued rules and regulations binding on the oil 
and natural gas industry and its individual members, compliance with which is 
often difficult and costly and certain of which carry substantial penalties for 
the failure to comply.  RAMEX cannot predict how existing regulations may be 
interpreted by enforcement agencies or the courts, nor whether amendments or 
additional regulations will be adopted, nor what effect such interpretations 
and changes may have on RAMEX's business or financial condition.

Natural Gas Regulation

    Historically, interstate pipeline companies generally acted as wholesale 
merchants by purchasing natural gas from producers and reselling the natural 
gas to local distribution companies and large end users.  Commencing in late 
1985, the Federal Energy Regulatory Commission (the "FERC") issued a series of 
orders that have had a major impact on interstate natural gas pipeline 
operations, services, and rates, and thus have significantly altered the 
marketing and price of natural gas. The FERC's key rule making action, Order 
No. 636 ("Order 636"), issued in April 1992, required each interstate pipeline 
to, among other things, "unbundle" its traditional bundled sales services and 
create and make available on an open and nondiscriminatory basis numerous 
constituent services (such as gathering services, storage services, firm and 
interruptible transportation services, and standby sales and natural gas 
balancing services), and to adopt a new rate making methodology to determine 
appropriate rates for those services. To the extent the pipeline company or 
its sales affiliate makes natural gas sales as a merchant in the future, it 
does so pursuant to private contracts in direct competition with all other 
sellers; however, pipeline companies and 

Document page 6 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

their affiliates were not required to remain "merchants" of natural gas, and 
most of the interstate pipeline companies have become "transporters only."  
In subsequent orders, the FERC largely affirmed the major features of Order 
636 and denied a stay of the implementation of the new rules pending judicial 
review.  By the end of 1994, the FERC had concluded the Order 636 restructuring 
proceedings, and, in general, accepted rate filings implementing Order 636 on 
every major interstate pipeline.  However, even though the implementation of 
Order 636 on individual interstate pipelines is essentially complete, many of 
the individual pipeline restructuring proceedings, as well as Order 636 itself 
and the regulations promulgated thereunder, are subject to pending appellate 
review and could possibly be changed as a result of future court orders.  RAMEX 
cannot predict whether the FERC's orders will be affirmed on appeal or what the 
effects will be on its 
business.

    In recent years the FERC also has pursued a number of other important 
policy initiatives which could significantly affect the marketing of natural 
gas. Some of the more notable of these regulatory initiatives include (i) a 
series of orders in individual pipeline proceedings articulating a policy of 
generally approving the voluntary divestiture of interstate pipeline owned 
gathering facilities by interstate pipelines to their affiliates (the 
so-called "spin down" of previously regulated gathering facilities to the 
pipeline's nonregulated affiliate), (ii) the completion of a rule making 
involving the regulation of pipelines with marketing affiliates under Order 
No. 497, (iii) the FERC's ongoing efforts to promulgate standards for 
pipeline electronic bulletin boards and electronic data exchange, (iv) a 
generic inquiry into the pricing of interstate pipeline capacity, (v) 
efforts to refine the FERC's regulations controlling operation of the 
secondary market for released pipeline capacity, and (vi) a policy statement 
regarding market based rates and other non-cost-based rates for interstate 
pipeline transmission and storage capacity.  Several of these initiatives 
are intended to enhance competition in natural gas markets, although some, 
such as "spin downs," may have the adverse effect of increasing the cost of 
doing business on some in the industry as a result of the monopolization of 
those facilities by their new, unregulated owners. The FERC has attempted to 
address some of these concerns in its orders authorizing such "spin downs," 
but it remains to be seen what effect these activities will have on access to 
markets and the cost to do business. As to all of these recent FERC 
initiatives, the ongoing, or in some instances, preliminary evolving nature 
of these regulatory initiatives makes it impossible at this time to predict 
their ultimate impact on RAMEX's business.

Federal Taxation

    The federal government may propose tax initiatives that affect the oil 
and natural gas industry, including RAMEX.  Due to the preliminary nature of 
these proposals, RAMEX is unable to determine what effect, if any, the 
proposals would have on product demand or RAMEX's results of operations.

Other Proposed Legislation

    In the past, Congress has been very active in the area of natural gas 
regulation.  Legislative proposals are pending in various states which, if 
enacted, could significantly affect the petroleum industry. RAMEX cannot 
predict which proposals, if any, may actually be enacted by Congress or any 
of the state legislatures, and what impact, if any, such proposals may have 
on RAMEX's operations.
Document page 7 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

Environmental.

     RAMEX currently has no operations.  If RAMEX were to initiate any 
drilling or exploitation of oil shale, the Company would be subject to 
numerous laws and regulations governing the discharge of materials into the 
environment or otherwise relating to environmental protection.  These laws 
and regulations require the acquisition of a permit before drilling 
commences, restrict the types, quantities and concentration of various 
substances that can be released into the environment in connection with 
drilling and production activities, limit or prohibit drilling activities 
on certain lands lying within wilderness, wetlands and other protected 
areas, and impose substantial liabilities for pollution which might result 
from RAMEX's operations. Moreover, the recent trend toward stricter standards
in environmental legislation and regulation is likely to continue.

     For instance, legislation has been proposed in Congress from time to 
time that would reclassify certain crude oil and natural gas exploitation 
and production wastes as "hazardous wastes" which would make the reclassified
wastes subject to much more stringent handling, disposal and clean-up 
requirements. If such legislation were to be enacted, it could have a 
significant impact on the operating costs for the oil and natural gas industry
in general. Initiatives to further regulate the disposal of crude oil and 
natural gas wastes are also pending in certain states, and these various 
initiatives could have a similar impact.  This could incur substantial costs 
to comply with environmental laws and regulations. In addition to compliance 
costs, government entities and other third parties may assert substantial 
liabilities against owners and operators of oil and natural gas properties 
for oil spills, discharge of hazardous materials, remediation and clean-up 
costs and other environmental damages, including damages caused by previous 
property owners 

     The Oil Pollution Act of 1990 ("OPA") imposes a variety of regulations 
on "responsible parties" related to the prevention of oil spills. The 
implementation of new, or the modification of existing, environmental laws 
or regulations, including regulations promulgated pursuant to the Oil 
Pollution Act of 1990, could have a material adverse impact on RAMEX. While 
RAMEX does not anticipate incurring material costs in connection with 
environmental compliance and remediation, it cannot guarantee that material 
costs will not be incurred.

Employees


     At January 31, 1998, the Registrant had no salaried employees.

ITEM 2. PROPERTIES.

     PATENT.  In November, 1989, Ramex received approval from the U.S. Patent 
Office for it's  patent application for oil shale gasification  process.  The 
actual patent was issued on May 29, 1990.  Ramex's patent covers the drilling 
of a hole into hydrocarbon bearing shale, inserting a heater and applying 
heat to the shale formation to cause a reaction which will produce synthetic 
natural gas and to extract that gas through the same bore hole.  It also 
includes the description of the equipment itself.  The Registrant's executive 
offices are located at 2204 W. Wellesley, Spokane, Washington 99205.



Document page 8 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

ITEM 3. LEGAL PROCEEDINGS.

     A judgment was granted in 1990 to Jack Guthrie and Associates, Inc. of
Louisville, Kentucky to recover $12,076.70.  Nothing has occurred during the 
fiscal period ended January 31, 1998 on the judgment.  A lawsuit was filed by 
Paul A.  Petzrick of Annapolis, Maryland to recover $11,524.00 for consulting  
services.  As of the date of this Form 10-K/A for the period ended January 31, 
1998, no activity has occurred on this lawsuit.  The Registrant intends to 
settle both of these obligations.

     The officers and directors of the Registrant certify that to the best of 
their knowledge, neither the Registrant nor any of its officers or directors 
are parties  to any  material  legal proceedings or litigation other than 
that referenced herein.  The officers and directors of the registrant do not 
know of any other litigation being threatened or contemplated.  To the best 
of the knowledge of the officers and directors of the Registrant, there are 
no investigations of any felonies, misfeasance or securities investigations 
nor are there any other pending or threatening litigation at the present 
time other than that referenced herein.


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

     There were no submissions to a vote of security holders during the fourth
fiscal quarter ended January 31, 1998.

                                     Part II


ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS 
          MATTERS.

     The  Registrant's common stock is listed on the OTC Bulletin Board of the
NASD under the symbol "RAMX".  No assurance can be given that the present market
for the Registrant's common stock will continue.

     The following table sets forth the high-ask and low-bid quotations per
share as published by the National Quotation Bureau, Inc. for the fiscal
quarterly periods indicated:
<TABLE>
Market Price:                        Fiscal year ending
                                        January 31, 
                      --------------------------------------------------
                               1997                      1998
                      -----------------------   ------------------------
         Period           High         Low          High         Low
         ------           ----         ---          ----         ---
<C>                   <S>          <S>          <S>          <S>
First Quarter         $    0.015   $    0.001   $    0.015   $    0.001
Second Quarter        $    0.015   $    0.001   $    0.017   $    0.001
Third Quarter         $    0.015   $    0.001   $    0.017   $    0.003
Fourth Quarter        $    0.015   $    0.001   $    0.017   $    0.003
</TABLE>

     Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not necessarily represent
actual transactions.

Document page 9 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

Holders

     As of January 31, 1998 there were approximately 3,979 holders of record of
the Common Stock of the Company.

Dividends

     The Company has paid no cash dividends to date, and it does not intend to
pay any cash dividends in the foreseeable future.  At the present time, the
Company intends to use earnings (if any) which may be generated to finance
the growth of the Company's business.

Item 6. SELECTED FINANCIAL DATA.

               (Not covered by report of independent accountants)
<TABLE>
<CAPTION>
                                                    Years
                                                Ended January 31,
                         -------------------------------------------------------
                           1994       1995        1996        1997        1998
                         --------   --------    --------    --------    --------
<C>                      <S>        <S>         <S>         <S>         <S>
Revenues                      -0-        -0-         -0-         -0-         -0-
Net Income (loss)        (58,494)   (15,622)    (21,081)    (19,168)    (19,091)
   from Operations
Income from Forgiveness
of Debt                      -0-         -0-     17,692          -0-         -0-
Income from Interest         -0-         -0-         -0-         18          27
   Net Income (loss)    (58,494)    (15,622)    (21,081)    (19,168)    (19,901)
Net Income (loss)
   per common share:  (0.000472)   (0.00122)   (0.00152)   (0.00139)   (0.00139)
Current Assets              786         251       9,408       2,209       1,281
Current Liabilities     145,170     142,507     144,052     156,003     169,949
Total Assets                786         251       9,408       2,209       1,281
Stockholder's equity
   (deficit)           (144,170)   (142,256)   (134,644)   (153,794)   (168,668)
</TABLE>


Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATION.

     Since inception, the Company's activity has been limited to conducting 
research and development of the Process for extracting synthetic natural gas 
from oil shale as described elsewhere in this report.  The funds used to 
complete this research and development were initially provided by the sale 
of common restricted stock from the authorized, but unissued, shares of 
common stock of Ramex, loans made by shareholders and by the sale of limited 
partnership interests in Ramex Research Partners, Ltd.







Document page 10 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

     It was determined after the completion of the last field project in Indiana
in 1995, that it would be necessary to next go to a laboratory research 
arrangement to answer some of the basic questions developed as a result of the 
field work done by Ramex.  The Company's efforts during the fiscal years ending 
in 1996, 1997, and 1998 have been primarily directed toward developing funding 
arrangements for the cost of the laboratory and fieldwork yet to be performed.  
No actual laboratory or field research activity was conducted during the fiscal 
years ending January 31, 1996, 1997 or 1998.

Liquidity and Capital Resources:

     As of January 31, 1998 Ramex's current assets were $1,281.  The Company 
had no income in the fiscal year ending January 31, 1996, and had interest 
income of $18 and $27 during the fiscal years ending January 31, 1997 and 1998, 
respectively.  The Company had total expenses of $21,080, $19,168 and $19,901 
during the fiscal years ending January 31, 1996, 1997 and 1998.  Said expenses 
were incurred in the course of minimal daily operations of the Company and for 
consulting services.  

Results of Operations

     During the twelve month period ending January 31, 1998, the Company's only
activity was to evaluate the Ramex Oil Shale Gasification Process and search 
for potential financing entities for the Process and possible other ventures.

     Ramex will continue to seek funding to allow the Ramex process to proceed 
through additional phases of development to answer previously mentioned 
questions.  Once research and development is complete the Company intends to 
investigate partnerships for possible shale oil and gas production.

     Obtaining additional financing is crucial to the ongoing development of 
the process as well as the corporate existence.  Management is considering a 
possible restructure of the Corporation as a means of further financing 
possibilities.  Any changes in corporate structure are subject to shareholder 
approval and at the present no specific changes have been proposed.

     Since there is no certainty of the success in negotiations for financing 
the continued research and development of the Ramex Process, nor is there any 
certainty of the success of such research, questions do exist with respect to 
the future funding of the Company, which will be necessary to maintain the 
Company's operations.

     The Company has a net operating loss carryover of $4,889,139 to the year
ended January 31, 1999.  These loss carryovers will commence to expire in 1999.
The Company has not recorded a deferred  tax asset for the possible benefit of
these net operating loss carryovers because it is uncertain if the Company will
have future taxable income.

Environmental Ramifications of the Ramex Process


     The Company has made in-depth inquiries to ascertain the environmental 
safety of it's gasification process.  To obtain a further understanding of 
the mobilization of trace elements and to indicate the environmental and health
effects of the Process, Ramex conducted a survey of literature looking for 
similar scenarios on equivalent strata.  The survey discovered no relevant 
information indicating a possible negative environmental impact of the Ramex 
process.
Document page 11 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

     Ramex conducted actual field tests on ground water in and around a 
production  well.  In order to assure reliability, both the Indiana 
Geological Survey and Environmental Consultants of Clarkville, Indiana 
conducted a series of tests for Ramex as well.  The tests compared 
leachate composition and the results showed that the Process did not 
materially affect the water in the area near the tested well sites.  

     Further discussion of both government and environmental regulations 
that may impact future operations of the Company is reported in Item 1.  
The Company has no way to predict what impact, if any, such laws and 
regulations may have on any of its future operations.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Financial  statements  appear on  sequential pages 20 to 28 of this 
Revised Annual Report on Form 10-K/A.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE.

     There were no disagreements by the Company in connection with the audits 
of the three most recent fiscal years and any subsequent interim period with 
Terrence J. Dunne, CPA.  

     Due to additional information required by the Securities Exchange 
Commission, Ramex retained the services of Williams & Webster, P.S. to perform 
a secondary audit of information presented  for the fiscal year ended January 
31, 1998.  Aside from a secretarial error, Williams & Webster found no 
substantial difference in any portion of the previously reported audit.  
Certain information regarding the proceeds of a loan from a former officer was 
restated to comply with current auditing standards.  

     The Auditors state, in the report to the Board of Directors, that there 
are serious doubts as to the ability of Ramex to continue as a 
going concern because of recurring losses from operations and a net capital 
deficiency.  The Company has very limited capital and has substantial 
liabilities.  Therefore, Williams & Webster P.S. states in the report to the 
Board of Directors that these conditions raise substantial doubt about the 
Company's ability to continue in business.  

















Document page 12 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

                                    Part III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. 

     Members  of  the  Board  of  the  Directors  and/or  Executive  Officers of
the Registrant, and further information concerning them are as follows:
<TABLE>
Name                             Age                         Position
------                           ---                -------------------------
<C>                              <S>                <S>
Maynard M. Moe                    56                President, Chief Executive
                                                    Officer and Director

Kerry L. Weger                    51                Secretary-Treasurer
                                                    Director

George Shutt                      77                Director

John F. Mayer                     56                Director

Sigurd "Morris" Mathisen          65                Vice-President
</TABLE>

     There are no family  relationships among the current Directors and Officers
of the Company.

     Maynard M. Moe, age 56, President, Chief Executive  Officer and a Director,
was elected by the Board of Directors on October 8, 1993.  He was a Vice-
President from January 20, 1993 to October 8, 1993.  Mr. Moe was first hired as 
a consultant by the Registrant to handle day-to-day operations of Ramex as well 
as shareholder  relations.  He attended  Eastern Washington College of Education
in 1959 and 1960.  He attended the Spokane Community  College for Oil Advance 
Burner  Technology courses in 1965 and he  received  his oil  burner mechanics 
license in 1965.  Prior to his consulting work with Ramex, Mr. Moe was a 
stockbroker with Dillon  Securities in Spokane, Washington from 1978 to 1992.  
Mr. Moe obtained Washington State Series 63, NASD Series 7 and Principle Series 
23 Licenses.  Mr. Moe served as a committee chairman and vice president and 
director of the Spokane Stock  Exchange for eighteen  months.  On August 31, 
1992, Mr. Moe's chapter 11 plan of reorganization was confirmed, in order to 
pay all personal/business debts in full over three years.  On March 13, 1996, 
Mr. Moe received a conformed  copy of the Final Decree from the Court closing 
this case.  During the past ten years Mr. Moe has worked with different 
companies as a consultant for shareholder relations.

     Kerry L. Weger, age 51, has been a Director and Secretary-Treasurer since 
June 22, 1992.  Mr. Weger attended Indiana University and received a B.A. in 
Business and a JD from the Indiana University School of Law in 1971.  He is a 
member of the Indiana and  Michigan State Bar Associations. Mr. Weger has been 
in the  continuous practice of law for twenty years and is currently practicing
law in the State of Indiana.  His area of practice encompasses oil and gas and 
corporate law.  Mr. Weger has represented several oil and gas drilling and 
development companies and is familiar with all phases of drilling and 
development.  Mr. Weger is active in his community, is a member of the 
Bloomington Planning Commission, the Chamber of Commerce Erosion Development 
Committee and a past member of the Bloomington  Little League Board of 
Directors and Monroe County Economic Development Council.

Document page 13 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

     George Shutt, age 77, has been a Director since June 22, 1992.  Mr. Shutt 
is presently the owner and sole proprietor of GESCO Consultants.  GESCO 
Consultants provides consulting and manufacturing representative services to 
selected segments of the aerospace industry.  Prior to forming GESCO Consultants
in 1981, Mr. Shutt was employed  by Hughes Aircraft Company for thirty years in 
various  capacities, including subcontract's administrator,  project engineer, 
manufacturing planning for complex electronic systems and manufacturing 
supervisor.  Mr. Shutt also worked for Ford Motor Company for five years in 
commercial sales and development of specialized  vehicles.  Mr. Shutt has worked
variously for Lockheed  Aircraft Co. in Research and Development Department.  
He was with the U.S. Air Force as an instructor on instrument flying techniques.

     John F. Mayer, age 56, has been a Director since October, 1988.  He held 
the offices of President and Chief Executive Officer from June 22, 1992 until 
his resignation from these positions effective October 1, 1993.  Mr. Mayer 
attended  Southwest Texas Junior College (Associate of Arts degree), Colorado 
State University (Bachelor of Science degree) and the University of Kansas (two 
years of post service where he was employed as a civilian scientist and weapons 
graduate work in physics).  Mr. Mayer retired in 1992 from civil system analyst 
with the Department of Defense for 20 years, 13 years of which were in 
management positions.


     Sigurd "Morris" Mathisen, age 65, has been a Vice-President since October 
29, 1993. Mr. Mathisen attended the Virginia Polytechnical Institute, majoring 
in Civil Engineering/Building Construction.  Mr. Mathisen's work experience has
included management, administration, planning, budgeting, scheduling, 
contracting, inspecting, directing all phases of construction, with profit and 
loss responsibility on all types of commercial, industrial, fossil and nuclear 
power generation, and hazardous waste facilities. Mr. Mathisen was instrumental
in the Installation baghouses, wet scrubber systems, and or electrostatic 
precipitators on four  separate 500 mega watt fossil fuel power generation 
units.  During more than four years he was ssistant Resident Manager for  J.A. 
Jones  Construction Co. at Hanford, Washington.  He has been responsible for 
direction of 1,500 employees plus subcontractors, on new and maintenance 
construction of nuclear and nuclear waste facilities and involved with the 
construction of a total of twenty-six multi-million dollar projects.

     The terms of such Directors and Officers are for a period of one year or
until their successors are duly elected and qualified.

Item 11. REMUNERATION OF DIRECTORS AND OFFICERS.

Officers:

     For the fiscal year ended January 31, 1998, none of the Officers of the
Registrant had cash compensation in excess of $20,000.00

Directors:

    The Directors of the Company received no compensation for services rendered
to the Registrant during the fiscal year ended January 31, 1998 in excess of
$20,000.00. 



Document page 14 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998


     Stock Option and Compensation Bonus Plan:

     Ramex's Stock Option and Compensation Bonus Plan (the "Plan") authorizes 
3,000,000 shares of Common Stock for issuance to directors, officers, 
key-employees, consultants and advisors who contribute materially to the success
and profitability of Ramex and who provide key services, consultation or advice 
to Ramex.  As of January 31, 1991, there were 666,666 shares issued pursuant to 
the Plan.  The Plan is intended to advance the interests of Ramex by encouraging
and enabling the directors, officers, key employees, consultants and advisors to
acquire and retain a proprietary interest in Ramex by ownership of its stock.
The Plan is administered by the Board of Directors.  The exercise price of each
option is to be not less than 76% of the fair market value of the Common  Stock 
on the date of grant or issuance.  An option may be exercised  for the following
maximum amounts: 33% of the amount granted any time at least six months 
subsequent to the date of grant, an additional 33% of the amount granted any 
time at least 15 months subsequent to the date of grant an additional 34% of the
amount granted any time at least 27  months subsequent to the date of grant.  
Options under the Plan may not be sold, pledged, signed, hypothecated, 
transferred or otherwise disposed of and are exercised only by the Optionee or 
upon his death by his legal representative.

   In the event of termination for cause of an Optionee's employment with 
Ramex, the options shall expire immediately upon such termination.  If the 
Optionee dies during his employment with Ramex, his options shall be 
Exercisable by his personal representative to the extent the Optionee would have
been entitled to exercise such option if he had continued to live and be in such
employment, for the lesser of one year after his death or for the remaining term
of the Option.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information,  as of January 31, 1998, as to
each person who is known to the Company to be the beneficial owner of more than
5% of the Common Stock of the Company, and as to the security ownership of each
Director of the Company and all  Officers and Directors of the Company as a
group.  Except where specifically noted, each person listed in the table has 
sole voting and investment power to the shares listed.


















Document page 15 of 28
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998
<TABLE>
                                        Security Ownership
Name and Address                         Amount and Nature         Percent
of Beneficial Owner                   of Beneficial Ownership    of Class (2)
---------------------                   ------------------------   ------------
<C>                                     <S>                        <S>
Donald L. Walker (1)                           4,339                0.030%
1501 Azure Hills                                                  
Van Buren, Arkansas 72956              
Gail Sue Walker (2)                              -0-                  -0-
1501 Azure Hills                                                  
Van Buren, Arkansas                            72956              
                                                                  
Lucros International Corp. (2)               570,000                3.979%
P. O. Box 647                                                     
Van Buren, Arkansas 72956              
                                                                  
Greenway Corporation (2)                     551,500                3.850%
P. O. Box 647                                                     
Van Buren, Arkansas 72956              
                                                                  
Maynard M. Moe                               710,001                4.957%
President, Chief Executive                                        
Officer, Director                                                 
2204 W. Wellesley                                                 
Spokane, WA 99205              
                                                                  
John F. Mayer                                575,000                4.014%
Director                                                          
534 Valley Drive                                                  
Kerrville, Texas 78028              
                                                                  
George Shutt                                  27,450                0.192%
Director                                                          
17582 Meredith Dr.                                                
Santa Ana, CA 92705              

Kerry L. Weger                               341,000                2.381%
Secretary-Treasurer, Director                                     
635 N. College Avenue                                             
Bloomington, IN 47404              
                                                                  
Sigurd "Morris" Mathisen                      81,750                0.571%
Vice-President                                                    
6415 N. Fleming                                                   
Spokane, WA 99208              
                                                                  
All Directors and                                                  12.115%
Executive Officers                                                
as a Group (5 persons)                                            
as of the date of this                                            
Form 10-K/A                                                       
</TABLE>
(1)  Mr. Walker is the husband of Gail Sue Walker.

(2)  Mrs. Walker is the sole shareholder of Lucros International Corporation and
     Greenway  Corporation, therefore this reflects that ownership/beneficial
     interest as of January 31, 1998.
Document page 16 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998

Item 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

     There were no transactions between management and Registrant during the
period covered by this report.

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) (1) The financial statements listed in the following index are filed as part
        of this Annual Report on Form 10-K/A:
<TABLE>
                                                                      Sequential
                                                                        Page
                                                                        ----
<C>                                                                     <S>
Consent of Auditor                                                       19
Report of Independent Auditor                                            21
Statement of Financial Position at                                       
January 31, 1998, 1997 and 1996.                                         22
Statement of Operations for the Years ended                              
January 31, 1998, 1997 and 1996.                                         23
Statement of Changes in Stockholders' Equity                             
for the years ended January 31, 1998, 1997 and 1996.                     24
Statement of Cash Flows for the Years Ended January 31,  1998,  1997
and 1996.                                                                25
Notes to Financial Statements at January 31, 1998, 1997
and 1996.                                                                26
</TABLE>
(a) (2) Financial  Statement  Schedules are not filed with this Annual Report 
    on Form  10-K/A because  the  Schedules  are  either  inapplicable  or the 
    required information is presented in the Financial Statements or Notes 
    hereto.

(a) (3) Exhibits*.

(b)  There were no reports  filed on Form 8-K during the fiscal fourth quarter
     ended January 31, 1998.  However a Form 8-K reporting a change of auditors
     was filed January 15, 1999 and is considered to be included herein by 
     reference
















Document page 17 of 28
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K/A
                                 January 31, 1998


*******************************************************************************
                                   SIGNATURES
*******************************************************************************
     Pursuant  to the requirements of Section  13 of 15(d) 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.

                                        Ramex Synfuels International, Inc.
                                        Registrant


Dated: January 21, 1999             By: /s/ Maynard M. Moe
                                            --------------------
                                            Maynard M. Moe
                                            President, CEO and Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the 
Registrant and on the dates indicated.

Dated: January 21, 1999                     /s/ Maynard M. Moe
                                            --------------------
                                            Maynard M. Moe
                                            President, Director and
                                            Chief Executive Officer


Dated: January 21, 1999                     /s/ Kerry L. Weger
                                            --------------------
                                            Kerry L. Weger, Secretary-Treasurer
                                            and Director


Dated: January 21, 1999                     /s/ George E. Shutt
                                            --------------------
                                            George E. Shutt
                                            Director


Dated: January 21, 1999                     /s/ John F. Mayer
                                            --------------------
                                            John F. Mayer
                                            Director











Document page 18 of 28
<PAGE>













Letterhead of:
Williams & Webster, P.S.
601 W. Riverside, Suite 1970
Spokane, WA 99201



To The Board of Directors of
Ramex Synfuels International, Inc.


We hereby consent to the use of our name in regard to the audited financial 
statements of Ramex Synfuels International, Inc., in the 10-K/A report for 
the year ended January 31, 1998.


/s/ Williams & Webster, P.S.

Spokane, WA 
December 10, 1998





























Document page 19 of 28
<PAGE>






                        RAMEX SYNFUELS INTERNATIONAL, INC.


                              FINANCIAL STATEMENTS








<TABLE>
                               Table of Contents
                               January 31, 1998

<C>                                                                  <S>
Independent Auditor's Report                                          1

Statement of Financial Position                                       2

Statement of Operations                                               3

Statement of Changes in Stockholders' Equity                          4

Statement of Cash Flows                                               5

Notes to Financial Statements                                         6
</TABLE>


























Document page 20 of 28
<PAGE>







                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Ramex Synfuels International, Inc.

We  have  audited  the  statement of financial  position  of  Ramex  Synfuels
International, Inc.  as of January 31, 1998 and  the  related  statements  of
operations, changes in stockholders' equity, and cash flows for the year then
ended.  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.   As discussed  in Note 3, the  Company  has
restated its prior years' financial  statements to reflect the forgiveness of
a shareholder  payable  of $17,692 in 1995 as  additional paid-in  capital in
accordance with generally  accepted accounting  principles.  This transaction
was originally recorded as  other income.  The financial statements  of Ramex
Synfuels International, Inc. as of January 31, 1997 and 1996 were  audited by
other  auditors whose  report  dated April 8, 1998, expressed  an unqualified
opinion on those statements before the restatement.

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
significant  estimates made by management, as well as  evaluating the overall
financial  statement  presentations.   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   Ramex   Synfuels
International, Inc.  as  of January 31, 1998 and  the results of  operations,
changes in stockholders' equity and cash flows for the year ended January 31,
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 8 to the
Financial  statements,   the  Company  has  suffered  recurring  losses  from
operations, has generated no revenues in the last three  years, has a working
capital  deficit  and  substantial   liabilities.    These  conditions  raise
substantial  doubt  about  the  Company's  ability  to continue  in business.
Management's plans in regard  to these matters are also  described in Note 8.
The financial  statements do not  include  any adjustments  that might result
from the outcome of this uncertainty.


Williams & Webster, P.S.
Spokane, Washington
November  6, 1998



                                       1

Document page 21 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC. 
Statement of Financial Position 


<TABLE>
<CAPTION>

ASSETS
                                                     January 31,     January 31,
                                                        1998            1997
                                                    -----------    -----------
<S>                                                 <C>            <C>        
CURRENT ASSETS
    Cash                                            $     1,281    $     2,209
                                                    -----------    -----------

TOTAL ASSETS                                        $     1,281    $     2,209
                                                    ===========    ===========


                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Accounts payable                                $    64,295    $    62,782
    Due to officers and directors                       105,654         93,221
                                                    -----------    -----------

         Total Current Liabilities                      169,949        156,003
                                                    -----------    -----------


STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock $.01 par value; 
      125,000,000 shares authorized, 
      14,323,465 and 13,823,465 shares 
      issued and outstanding as of January 31, 
      1998 and 1997                                     143,234        138,234
Additional paid-in capital                            4,577,237      4,577,237


Accumulated deficit                                  (4,889,139)    (4,869,265)
                                                     -----------    -----------
         Total Stockholders' Equity (Deficit)           (168,668)      (153,794)
                                                     -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $     1,281    $     2,209
                                                     ===========    ===========
</TABLE>











   The accompanying notes are an integral part of these financial statements.
                                         2
Document page 22 of 28
<PAGE>

RAMEX SYNFUELS INTERNATIONAL, INC.   
Statements of Operations 

<TABLE>
<CAPTION>
                                     Year Ended      Year Ended     Year Ended
                                     January 31,     January 31,    January 31,
                                        1998            1997           1996
                                      --------       --------       --------
<S>                                   <C>            <C>            <C>  
REVENUE                               $    -         $    -          $   -
                                      --------       --------       --------
                                                                            
GENERAL AND ADMINISTRATIVE EXPENSES     19,901         19,168         21,080
                                      --------       --------       --------
                                                       
(LOSS) FROM OPERATIONS                 (19,901)       (19,168)       (21,080)
                                                                     
OTHER INCOME                                                         
         Interest                           27             18            -  
                                      --------       --------       -------
                                                                            
             Total other income             27             18            -  
                                      --------       --------       --------
                                                                            
                                                                            
NET (LOSS)                            $(19,874)      $(19,150)      $(21,080)
                                      ========       ========       ========
                                                                            
NET (LOSS) PER SHARE                      (NIL)          (NIL)          (NIL)
                                      ========       ========       ========
</TABLE>


























The accompanying notes are an integral part of these financial statements.
                                         3
Document page 23 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.           
Statement of Changes in Stockholders' Equity


<TABLE>
<CAPTION>
                           Common Stock            Additional
                   --------------------------      Paid-In     Accumulated
                      Shares         Amount        Capital      (Deficit)       Total
                   -----------    -----------    -----------   -----------   -----------
<S>                 <C>           <C>            <C>           <C>           <C>        
Balances as of
January 31, 1995    12,753,465    $   127,534    $ 4,576,937   $(4,846,727)   $ (142,256)

Common stock issued
   for cash at $.01
   per share         1,100,000         11,000            -             -          11,000

Payment of debt
   by stockholder          -              -           17,692          -           17,692

Net (loss)                 -              -              -        (21,080)       (21,080)
                   -----------    -----------    -----------   -----------   -----------
Balances as of
January 31, 1996    13,853,465        138,534      4,594,629    (4,867,807)     (134,644)

Cancellation of 
   30,000 shares of
   common stock       (30,000)          (300)           300            -             -   

Net (loss)                -              -              -          (19,150)      (19,150)
                   ------------    -----------    -----------   -----------   -----------
Balances as of
January 31, 1997     13,823,465        138,234      4,594,929    (4,886,957)    (153,794)

Common stock issued
   for cash at $.01
   per share            500,000          5,000            -             -          5,000

Net (loss)                                                          (19,874)     (19,874)
                   -----------    -----------    -----------   -----------    -----------
Balances as of
   January 31, 1998 14,323,465    $   143,234    $ 4,594,929   $(4,906,831)   $ (168,668)
                    ===========    ===========    ===========   ===========   ===========
</TABLE>














   The accompanying notes are an integral part of these financial statements.
                                           4
Document page 24 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
Statements of Cash Flows For the Years


<TABLE>
<CAPTION>
                                                January 31,    January 31,   January 31,
                                                   1998          1997          1996
                                                 --------      --------      --------
<S>                                              <C>           <C>           <C>     
CASH FLOWS FROM                                                                   
OPERATING ACTIVITIES                                                              
    Net (loss)                                   $(19,874)     $(19,150)     $(21,080)
Increase (decrease) in accounts payable                                           
          amounts due officer and directors        13,946        11,951         1,545
                                                 --------      --------      --------
                                                                                  
    Net cash used from operating activities        (5,928)       (7,199)      (19,535)
                                                 --------      --------      --------
                                                                                  
CASH FLOWS FROM                                                                   
FINANCING ACTIVITIES                                                              
    Proceeds from sale of common stock              5,000            -         11,000
    Additional paid-in capital                        -              -         17,692
                                                 --------      --------      --------
    Net cash from financing activities              5,000            -         28,692
                                                                                  
NET INCREASE (DECREASE) IN CASH                      (928)       (7,199)        9,157
                                                                                  
CASH AT BEGINNING OF YEAR                           2,209         9,408           251
                                                 --------      --------      --------
                                                                                  
CASH AT END OF YEAR                              $  1,281      $  2,209      $  9,408
                                                 ========      ========      ========

SUPPLEMENTAL INFORMATION

    Interest expense paid                        $    -        $     -       $    -  
    Taxes paid                                   $    -        $     -       $    -  


 </TABLE>

















The accompanying notes are an integral part of these financial statements.
                                           5
Document page 25 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1998
*******************************************************************************

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The history of the Company began when Cache Oil Corporation was incorporated
in March, 1980, under the laws of the State of Utah.  In July, 1980, Cache Oil
Corporation purchased, in a business combination, all of the outstanding common
stock of Ramex Horn, Inc., a Wyoming corporation which was subsequently 
dissolved.  In December, 1980, Cache Oil merged with a wholly-owned subsidiary 
of Ramex Horn, Inc., Ramex Synthetic Fuels International, Inc., a Utah 
corporation, with the name of the surviving Utah corporation being changed to 
Ramex Synfuels International, Inc.  The Company had been in the development 
stage until 1992, when all operations closed.

Common Stock

Common stock issued for expenses, services, and payment of liabilities is
accounted for at the estimated fair market value as determined by the board
of directors at the date of issue.

Earnings Per Share

Earnings (losses) per share are computed on the basis of the weighted average
number of common outstanding shares during the year.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.

NOTE 2 - ACCOUNTS PAYABLE

For the years ended January 31, 1998 and January 31, 1997, two creditors had
outstanding judgments against the Company totaling $23,525.  Other trade
payables comprised the remaining balances as follows:
<TABLE>
               <C>                      <S>
               January 31,               Amount

                  1997                  $39,257
                  1997                  $40,770
</TABLE>

NOTE 3 - RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS

A former president of the Company paid a liability of $17,692 during the
fiscal year ended January 31, 1996, for which no repayment from the Company is
expected.  This forgiveness of debt, which was originally recorded by the
Company as other income, has been restated in the accompanying financial
statements as contributed capital.





                                             6
Document page 26 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1998
*******************************************************************************

NOTE 4 - DUE TO OFFICERS AND DIRECTORS AND RELATED PARTY TRANSACTIONS

As of January 31, 1998, the Company owed the current president (Maynard Moe) 
$69,832 for accrued consulting fees and advances, and owed $10,000 to the 
current secretary-treasurer (Kerry Weger), and $25,821 to another former 
president (John Mayer) for advances and expenses paid on behalf of the 
Company.  As of January 31, 1997, the Company owed the current president 
(Maynard Moe) $57,400 for consulting fees, and owed $10,000 to the current 
secretary-treasurer (Kerry Weger), and $25,821 to another former president 
(John Mayer) for advances and expenses paid on behalf of the Company.

NOTE 5 - CANCELLATION OF COMMON STOCK

In 1990, the Company authorized a certificate for 300,000 shares of its 
common stock in expectation of drilling services to be performed.  As time 
passed, the drilling services were never performed and for that reason the 
stock certificate was never issued or released.  In February 1996,  the 
Company's stock transfer agent, authorized by the Company's board of 
directors, physically cancelled the aforementioned stock certificate which 
(after giving effect for a prior year 10:for:1 reverse stock split) then 
represented 30,000 shares.  No gain or loss was recognized on this transaction.

NOTE 6 - STOCK OPTION AND COMPENSATION BONUS PLAN

In 1989, the Company established a nonqualified stock option plan for its 
directors, employees, and outside consultants.  Under the plan, options to 
purchase shares of the Company's common stock may be granted at 76% of the 
fair market value of the common stock at the date of grant.  Options may be 
partially exercised within six months of the grant and are fully 
exercisable within twenty-seven months of the grant date.

The Company originally provided for a maximum of 3,000,000 shares to be issued
under the stock option plan.  In 1989 and 1990, the Company issued 1,366,667
shares under the plan and has issued no additional shares since this original
issuance.  The remaining shares issuable under the plan has been reduced to
only 163,333 because of the Company's reverse stock split in 1994.

NOTE 7 - INCOME TAXES

The Company has a net operating loss carryover of $4,889,139 to the year ended
January 31, 1999.  Tax loss carryovers will commence to expire in 1999.  The
Company has not recorded a deferred tax asset for the possible benefit of
these net operating loss carryovers because it is uncertain if the Company will
have future taxable income.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  However, the Company has sustained substantial
operating losses in recent years without generating any revenues.  In addition,
the Company has substantial liabilities and a working capital deficit.  These
conditions raise substantial doubt about the Company's ability to continue.


                                          7
Document page 27 of 28
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1998
*******************************************************************************

NOTE 8 - GOING CONCERN (continued)

Management's plans for the Company include keeping the Company alive with
occasional cash advances from officers and directors, minimizing the Company's
cash expenditures, and searching for a financially stronger partner, already
operating in an energy-related environment, with which to form a strategic
alliance or joint venture.  Management believes that these plans are realistic
and workable.  Management further believes that the liquidation basis of
accounting is not appropriate in view of management's plans.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

In September, 1993, the Company as the general partner in newly-formed Ramex
Research Partners, Ltd., a Texas limited partnership, raised $110,000 for
further development of an oil shale gasification process.  This process is
protected by a patent (issued on May 29, 1990) owned by the Company.  In return
for this funding, the Company has granted to the limited partners a limited
term royalty payable from the future proceeds, if any, of gas produced from
the application of this process.  This limited term royalty will continue until
the limited partners have received the greater of (1) payments aggregating
1.10% of the net profits derived from the first 1,000 productive wells using
this process, or (2) payments aggregating ten times the limited partners'
original investment.

On December 13, 1993, the Company entered into a contractual agreement with
Southwest Research Institute of San Antonio, Texas, for the first phase testing
of this patented gasification process.  Ramex Research Partners, Ltd., provided
the funding for this testing.  The first phase testing was completed in 1995 at
which time the contract with Southwest expired without further commitment from
either party.  At this time, the Company does not have adequate funds in order
to pursue the second and third phases of






















                                              8
Document page 28 of 28
<PAGE>