THE PURPOSE OF THIS FILING IS TO AMEND THE 10-K FILED JUNE 8, 1998, TO INCLUDE
THE FDS INCLUDED IN EX-27 AS ATTACHED.



                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-K
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF THE SECURITIES AND EXCHANGE ACTS OF 1934
                    For Fiscal Year Ended May 31, 1998  
      
                    Commission File No. 0-17597
                    
                          CONCAP, INC.                         
         (Formerly known as Continental Capital Resources, Inc.) 
            Name of Registrant as Specified in its Charter)
    
             TEXAS                           76-0252296          
    (State or Other Jurisdiction of   (I.R.S. Employer No.)
    Identification
    Incorporation or Organization)    
    
    586 EAST WOOLBRIGHT ROAD, SUITE 466, BOYNTON BEACH, FL 33435 
    (Address of Principal Executive Office)           (Zip Code)
    
    Registrant's Telephone Number, Including Area Code (561)
    265-3221
    
    CONCAP, Inc. was formerly known as CONTINENTAL CAPITAL
    RESOURCES,INC.
    
    Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Section 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    twelve months (or for such shorter period that the
    registrant was required to file such reports) and (2) has
    been subject to such filing requirements for the past ninety
    days.
                             Yes   X        No      
    The number of shares of registrant's Common Stock, $.003 par
    value, outstanding as of May 31, 1998 as 50,815,488 shares.
    
    No annual reports to security holders, proxy or information
    statements, or prospectuses filed pursuant to Rule 424(b) or
    (c)have been incorporated by reference.
    
    The aggregate market value of the voting stock held by
    nonaffiliates of the registrant as of May 31, 1998 was
    approximately $100,000.
    
                               CONCAP, INC.
                            TABLE OF CONTENTS
    PART I
         ITEM 1.   BUSINESS
         ITEM 2.   PROPERTY
         ITEM 3.   LEGAL PROCEEDINGS
         ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                   HOLDERS
    PART II
         ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
                   RELATED STOCKHOLDER MATTERS
         ITEM 6.   SELECTED FINANCIAL DATA
         ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                   ON ACCOUNTING AND FINANCIAL DISCLOSURE
    PART III
         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE       
                   REGISTRANT
         ITEM 11.  EXECUTIVE COMPENSATION
         ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL      
                   OWNERS
                   AND MANAGEMENT
         ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED             
                   TRANSACTIONS
    PART IV
         ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND 
                   REPORTS ON FORM 8-K 
                   1. Ex-27, Financial Data Schedule required by SEC    

    
                                SIGNATURES
         Pursuant to the requirements of the Securities Exchange
    Acts of 1934, the registrant has duly caused this report to
    be signed on its behalf by the undersigned thereunto duly
    authorized.
                                      CONCAP, INC.               
       
    Date:                           By:                          
       
                                       CARL H. CANTER, President