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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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


For the fiscal year ended January 31, 1999   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  $119,624 as of January 31, 1999  (determined  by reference to the
average bid and ask prices of such stock on January 31, 1999).

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, 1999,
                   Common Stock, $0.01 Par Value - 16,023,465

Documents incorporated herein by reference:

Form 8-K filed January 15, 1999

*******************************************************************************
Submission page 1 of 29
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                    FORM 10-K
                                 January 31, 1999
<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

Audited Financial Statements and Notes to Financial Statements             20

EX-23 Consent of Auditors                                                  28

EX-27 Financial Data Schedule                                              29
</TABLE>



Submission page 2 of 29
<PAGE>

                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                                January  31,  1999


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,  1999,  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.








Submission  page  3  of  29
<PAGE>

                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999

     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.







Submission  page  4  of  29
<PAGE>
                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999

     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.
Submission  page  5  of  29
<PAGE>
                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999
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

Submission  page  6  of  29
<PAGE>
                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999

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.
Submission  page  7  of  29
<PAGE>
                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999

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,  1999,  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.



Submission  page  8  of  29
<PAGE>
                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                               January  31,  1999

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, 1999 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 for the period ended  January 31,
1999,  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,  1999.

                                     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, 
                      --------------------------------------------------
                              1998                        1999
                      -----------------------   ------------------------
         Period           High         Low          High         Low
         ------           ----         ---          ----         ---
<C>                   <S>          <S>          <S>          <S>
First Quarter         $    0.015   $    0.001   $    .017    $    .003
Second Quarter        $    0.017   $    0.001   $    .017    $    .005
Third Quarter         $    0.017   $    0.003   $    .017    $    .005
Fourth Quarter        $    0.017   $    0.003   $    .014    $    .009
</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.


Submission page 9 of 29
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                               January 31, 1999

Holders

     As  of January 31, 1999 there were approximately 3,980 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,
                         -------------------------------------------------------
                           1995        1996        1997        1998       1999
                         --------    --------    --------    --------   --------
<C>                      <S>         <S>         <S>         <S>        <S>
Revenues                     -0-         -0-         -0-         -0-    
Net Loss                (15,622)    (21,081)    (19,168)    (19,091)    (22,957}
   from Operations 
Income from Forgiveness
of Debt                      -0-     17,692          -0-         -0-         -0-
Income from Interest         -0-         -0-         18          27          39
   Net Loss             (15,622)    (21,081)    (19,168)    (19,901)    (22,918)
Net Loss
   per common share:   (0.00122)   (0.00152)   (0.00139)   (0.00139)        NIL
Current Assets              251       9,408       2,209       1,281       6,509
Current Liabilities     142,507     144,052     156,003     169,949     181,095
Total Assets                251       9,408       2,209       1,281       6,509
Stockholder's equity 
   (deficit)           (142,256)   (134,644)   (153,794)   (168,668)   (174,586)
</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.






Submission page 10 of 29
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                               January 31, 1999

     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  1997,  1998, and 1999 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,  1997,  1998  or  1999.


Liquidity  and  Capital  Resources:

     As of January 31, 1999 Ramex's current assets were $6,509.  The Company had
interest  income  of $18, $27 and $39 during the fiscal years ending January 31,
1997,  1998,  and 1999 respectively.  The Company had total expenses of $19,168,
$19,901  and  $22,957  during the fiscal years ending January 31, 1997, 1998 and
1999,  respectively.  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, 1999, 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 at  January  31, 1999 of
$4,900,000.  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.
Submission page 11 of 29
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                               January 31, 1999

     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  19 to 27 of this Annual
Report on Form 10-K.

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

     There were no disagreements by the Company itself in connection with audits
for  the  years  ending  January 31, 1996, 1997 and 1998 which were performed by
Terrence  J. Dunne, CPA.  However, 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 Securities Exchange Commission accepted
the  Company's  restated  audit  and re-submitted Form 10-Q for the period ended
January  31,  1998.  Since  then the Company has opted to retain the services of
Williams  &  Webster  P.S.  and  has  no  disagreements  with  their  audits.

     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.













Submission page 12 of 29
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                    FORM 10-K
                                January 31, 1999

                                    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
------                           ---                -------------------------
<S>                              <C>                <C>
Maynard M. Moe                    57                President, Chief Executive
                                                    Officer and Director

Kerry L. Weger                    52                Secretary-Treasurer
                                                    Director

George Shutt                      78                Director

John F. Mayer                     57                Director

Sigurd "Morris" Mathisen          66                Vice-President





</TABLE>

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

     Maynard M. Moe, age 57, 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.







Submission  page  13  of  29
<PAGE>

                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.
                                    FORM  10-K
                                 January  31,  1999

     Kerry  L.  Weger, age 52, 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.

     George  Shutt,  age 78, 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 57, 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 66, 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.






Submission page 14 of 29
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                                January 31, 1999





     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, 1999, 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, 1999 in excess of
$20,000.00.

     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, 1999, 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.
Submission page 15 of 29
<PAGE>
                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                                 January 31, 1999
<TABLE>
                                                   Security Ownership
Title              Name and Address                 Amount and Nature       Percent
of Class          of Beneficial Owner           of Beneficial Ownership     of Class 
------------  --------------------------       ------------------------   ------------
<C>           <S>                              <S>                        <S>
Directors and Executive Officers:

Common Stock   MAYNARD M. MOE                            810,001                 5.06%
               President, Chief Executive                                        
               Officer, Director                                                 
               2204 W. Wellesley                                                 
               Spokane, WA 99205              

Common Stock   JOHN F. MAYER                             675,000                 4.21%
               Director                                                          
               534 Valley Drive                                                  
               Kerrville, Texas 78028              

Common Stock   GEORGE SHUTT                               27,450                0.17%
               Director                                                          
               17582 Meredith Dr.                                                
               Santa Ana, CA 92705              

Common Stock   KERRY L. WEGER                            341,000                2.13%
               Secretary-Treasurer, Director                                     
               3023 Daniel Street                                             
               Bloomington, IN 47401              

Common Stock   SIGURD "MORRIS" MATHISEN                   81,750                0.51%
               Vice-President                                                    
               6415 N. Fleming                                                   
               Spokane, WA 99208              

Common Stock   ALL DIRECTORS and                       1,935,201               12.08%
               Executive Officers                                                
               as a Group (5 persons)                                            
               as of the date of this                                            
               Form 10-K                                                         

Stockholders owning more than 5% of the Registrant's Voting Securities:

Common Stock   Monty Moore                             1,000,000                6.24%
               10735 Stone Avenue North
               Seattle, WA 98133



</TABLE>









Submission page 16 of 29
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                                 January 31, 1999

Item 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There  have  been  no  transactions  or  series  of  transactions,  or  proposed
transactions during  the last fiscal  year to which the Registrant is a party in
which  any  director,  nominee  for election as a director, executive officer or
beneficial  owner  of  five percent or more of the Registrant's common stock, or
any  member  of the immediate family of the foregoing had or is to have a direct
or  indirect  material  interest  exceeding  $60,000.

                                     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:
<TABLE>
                                                                      Sequential
                                                                        Page
                                                                        ----
<C>                                                                     <S>
Report of Independent Auditor                                            20
Statement of Financial Position at                                       
January 31, 1999, 1998 and 1997.                                         21
Statement of Operations for the Years ended                              
January 31, 1999, 1998 and 1997.                                         22
Statement of Changes in Stockholders' Equity                             
for the years ended January 31, 1999, 1998 and 1997.                     23
Statement of Cash Flows for the Years Ended January 31,  1999,  1998
and 1997.                                                                24
Notes to Financial Statements at January 31, 1999, 1998
and 1997.                                                                25

Consent of Auditor                                                       28
Financial Data Schedule                                                  29
</TABLE>

(a) (2) Financial  Statement  Schedules are  not filed  with this Annual Report
    on Form   10-K because  the  Schedules  are   either  inapplicable  or  the
    required  information is  presented in  the  Financial  Statements or Notes
    hereto.

(a) (3) Exhibits.

(b)  Form 8-K reporting a change of auditors  was filed January 15, 1999 and is
     considered to be included herein by reference.











Submission page 17 of 29
<PAGE>

                        RAMEX SYNFUELS INTERNATIONAL, INC.
                                   FORM 10-K
                                 January 31, 1999


*******************************************************************************
                                   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: April 28, 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: April 28, 1999                        /s/ Maynard M. Moe
                                            --------------------
                                            Maynard M. Moe
                                            President, Director and
                                            Chief Executive Officer


Dated: April 28, 1999                        /s/ Kerry L. Weger
                                            --------------------
                                            Kerry L. Weger, Secretary-Treasurer
                                            and Director


Dated: April 28, 1999                        /s/ George E. Shutt
                                            --------------------
                                            George E. Shutt
                                            Director


Dated: April 28, 1999                        /s/ John F. Mayer
                                            --------------------
                                            John F. Mayer
                                            Director











Submission page 18 of 29
<PAGE>






                        RAMEX SYNFUELS INTERNATIONAL, INC.


                              FINANCIAL STATEMENTS








<TABLE>
                               Table of Contents
                               January 31, 1999

<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>


























Submission page 19 of 29
<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 31,1999 and 1998 and the related statements of
operations,  changes  in  stockholders' equity (deficit), 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.  The financial statements  of Ramex
Synfuels  International,  Inc.  as  of  January  31, 1997 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,  1999 and 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 2 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  as a  going concern.  Management's  plans
in  regard  to  these  matters  are  also  described in Note 2.   The  financial
statements  do  not include  any adjustments  that might result from the outcome
of  this  uncertainty.







Williams & Webster, P.S.
Spokane, Washington
April  2, 1999



                                       1

Submission page 20 of 29
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC. 
Statement of Financial Position 


<TABLE>
<CAPTION>

ASSETS
                                     January 31,     January 31,     January 31,
                                        1999            1998            1997
                                   -------------    -----------    -----------
<S>                                <C>              <C>            <C>        
CURRENT ASSETS
    Cash                           $      6,509     $     1,281    $     2,209
                                   -------------    -----------    -----------

TOTAL ASSETS                       $      6,509     $     1,281    $     2,209
                                   =============    ===========    ===========


                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Accounts payable                $     62,801     $   64,295     $   62,782
    Due to officers and directors        118,294        105,654         93,221
                                   --------------    -----------    -----------

         Total Current Liabilities       181,095        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, 1999, 1998 
     and 1997                            160,234        143,234        138,234
Additional paid-in capital             4,594,929      4,577,237      4,577,237

Accumulated deficit                   (4,929,749)    (4,889,139)    (4,869,265)
                                     ------------    -----------    -----------
         Total Stockholders' 
             Equity (Deficit)           (174,586)      (168,668)      (153,794)
                                     ------------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                  $     6,509     $     1,281    $     2,209
                                     ============    ===========    ===========
</TABLE>








   The accompanying notes are an integral part of these financial statements.
                                         2
Submission page 21 of 29
<PAGE>

RAMEX SYNFUELS INTERNATIONAL, INC.   
Statements of Operations 

<TABLE>
<CAPTION>
                                     Year Ended      Year Ended     Year Ended
                                     January 31,     January 31,    January 31,
                                        1999            1998           1997
                                      ---------       ---------       ---------
<S>                                   <C>             <C>             <C>      
REVENUE                               $    -         $     -          $   -
                                      ---------       ---------       ---------
                                                                            
GENERAL AND ADMINISTRATIVE EXPENSES     22,957          19,901         19,168    
                                      ---------       ---------       ---------    
                                                       
(LOSS) FROM OPERATIONS                 (22,957)        (19,901)       (19,168)   
                                                                    
OTHER INCOME                                                        
         Interest                           39              27             18    
                                      ---------       ---------      ---------

NET (LOSS)                            $(22,918)       $(19,874)      $(19,150)    
                                      =========       =========      =========
                                                                            
NET (LOSS) PER SHARE                      (NIL)           (NIL)          (NIL)
                                      =========       =========      =========
</TABLE>































The accompanying notes are an integral part of these financial statements.
                                         3
Submission page 22 of 29
<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, 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)

Common stock issued
   for cash at $.01
   per share         1,700,000         17,000            -             -          17,000

Net (loss)                 -              -              -         (22,918)      (22,918) 
                   -----------    -----------    -----------   ------------  ------------
Balances as of
January 31, 1999    16,023,465    $  160,234     $4,594,929    $(4,929,749)  $  (174,586)
                   ===========    ===========    ===========   ============  ============
</TABLE>

















   The accompanying notes are an integral part of these financial statements.
                                           4
Submission page 23 of 29
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
Statements of Cash Flows For the Years


<TABLE>
<CAPTION>
                                                January 31,    January 31,   January 31,
                                                   1999           1998          1997  
                                                 --------      --------      --------
<S>                                              <C>           <C>           <C>     
CASH FLOWS FROM                                                                   
OPERATING ACTIVITIES                                                              
    Net (loss)                                   $(22,918)     $(19,874)     $(19,150) 
Increase in accounts payable and                                           
    amounts due officer and directors              11,149        13,946        11,951  
                                                 --------      --------      --------
                                                                                  
    Net cash used from operating activities       (11,772)       (5,928)       (7,199) 
                                                 --------      --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES
                                                      -             -             -
                                                 --------      --------      --------
                                                                         
CASH FLOWS FROM                                                          
FINANCING ACTIVITIES                                                     
    Proceeds from sale of common stock             17,000         5,000           -   
                                                 --------      --------      --------
    Net cash from financing activities             17.000         5,000           -   
                                                                         
NET INCREASE (DECREASE) IN CASH                     5,228          (928)       (7,199) 
                                                                         
CASH AT BEGINNING OF YEAR                           1,281         2,209         9,408  
                                                 --------      --------      --------
                                                                        
CASH AT END OF YEAR                              $  6,509      $  1,281      $  2,209  
                                                 ========      ========      ========

SUPPLEMENTAL INFORMATION

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


 </TABLE>















The accompanying notes are an integral part of these financial statements.
                                           5
Submission page 24 of 29
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1999
*******************************************************************************

NOTE  1  -  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

Organization
------------

The  Company's  predecessor,  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, at which
time  the  name  of the surviving Utah corporation was changed to Ramex Synfuels
International,  Inc.  (the  Company).  The  Company  had been in the development
stage  prior  to 1992, at which time operations ceased.  Currently management is
seeking  new  capital through formation of a strategic alliance or joint venture
with  a  partner  already  operating  in  an  energy-related  environment.

Loss  per  share
----------------

Loss  per  share  is  computed  by dividing the net loss by the weighted average
number  of  common  shares  outstanding  during  the year.  The weighted average
number  is  calculated  by taking the number of shares outstanding and weighting
them  by  the  amount  of  time  that  they  were  outstanding.

Cash  and  Cash  Equivalents
----------------------------

For  purposes  of  the  Statement  of  Cash  Flows,  the  Company  considers all
short-term  debt securities purchased with a maturity of three months or less to
be  cash  equivalents.

Estimates
---------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Provision  for  Taxes
---------------------

At  January  31,  1999,  the  Company  has  a net operating loss carryforward of
approximately  $4,900,000 that may be offset against future taxable income.  Tax
loss  carryforwards  will  commence  to expire in 1999.  No tax benefit has been
reported  in  the financial statements as the Company believes there is a 50% or
greater  chance  the  net  operating  loss  carryforwards  will  expire  unused.
Accordingly,  the  potential  tax  benefits  of  the  net  operating  loss carry
forwards  are  offset  by  a  valuation  allowance  of  the  same  amount.




Submission page 25 of 29
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1999
*******************************************************************************

NOTE  2  -  GOING  CONCERN

The  Company's financial statements have been presented on a going concern basis
that  contemplates the realization of assets and the satisfaction of liabilities
in  the  normal  course  of  business.  In recent years however, the Company has
sustained  substantial  operating  losses  without  generating any revenues.  In
addition,  the Company has substantial liabilities and a working capital deficit
of  $174,586.  These  conditions  raise  substantial  doubt  about the Company's
ability  to  continue  as  a  going  concern.

Management's  plans  to  mitigate  this  issue  are  summarized  as  follows:

Management  has  provided an infusion of cash through advances from officers and
directors  and  minimized  the  Company's  cash  expenditures.  Management  also
intends  to  seek  new  capital by forming a strategic alliance or joint venture
with  a  partner  already  operating in an energy-related environment. The above
actions  will  provide  funds  needed  to  increase  liquidity and implement the
Company's  business  plans.

NOTE  3  -  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 have been reduced to
only  163,333  due  to  the  Company's  reverse  stock  split  in  1994.

NOTE  4  -  RELATED  PARTY  TRANSACTIONS

As  of  January  31,  1999, the Company owed the current president, Maynard Moe,
$82,473  for  accrued consulting fees and advances.  The Company also owed Kerry
Weger,  the  current  secretary-treasurer  $10,000,  and  John  Mayer,  a former
president,  $25,821  for  advances  and  expenses paid on behalf of the Company.

As of January 31, 1998, the Company owed its president, Maynard Moe, $69,832 for
accrued  consulting  fees  and  advances,  Kerry Weger, its secretary-treasurer,
$10,000,  and  John  Mayer, a former president $25,821 for advances and expenses
paid  on  behalf  of  the  Company.

As  of  January  31,  1997,  the  Company owed its president $57,400 for accrued
consulting  fees and advances, owed its secretary-treasurer, $10,000, and owed a
former  president  $25,821  for  advances  and  expenses  paid  on behalf of the
Company.






Submission page 26 of 29
<PAGE>
RAMEX SYNFUELS INTERNATIONAL, INC.         
NOTES TO FINANCIAL STATEMENTS
January 31, 1999
*******************************************************************************

NOTE  5  -  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, which is
carried  at  no  cost on the Company's financial statements.  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.

NOTE  6  -  STOCKHOLDERS'  EQUITY

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  issuance.

































<PAGE