SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 8-K/A

                                 CURRENT REPORT

          Pursuant to Section 13 or 15(d) of the Securities Act of 1934

       Date of Report (date of earliest event reported) September 30, 1998

                        TOUPS TECHNOLOGY LICENISNG, INC.
             (Exact name of registrant as specified in its charter)

         Florida                     000-23897                   59-3462501
State or other jurisdiction          Commission                (IRS Employer
of incorporation)                    File Number)           Identification No.)

             7887 Bryan Diary Road, Suite 105, Largo, Florida 33777
                    (address of principal executive offices)

Registrant's telephone number, including area code:  (813)-548-0918






ITEM 1            Not applicable

ITEM 2            Not applicable

Item 3            Not applicable.

Item 4            Not applicable.

Item 5            Not applicable

Item 6            Not applicable.

Item 7    Attached are the

(1)  pro  forma  condensed   consolidated  balance  sheet  of  Toups  Technology
     Licensing,  Inc.atptember 30, 1998 and the pro forma condensed consolidated
     statements of operations for the nine month period ended September 30, 1998
     and the period ended  December 31, 1997,  which give effect to the business
     combination of Brounley Associates, Inc., (Brounley) and TTL .

(2)  unaudited  Balance Sheet of Brounley  Associates,  Inc.,  and  accompanying
     Statements of  Operations,  Stockholders'  Eqiuty and  Cash-Flows and Notes
     thereto for the interim period ended September 30, 1998.

(3)  Independent  Auditors'  Report  related to the audited  balance  sheets and
     accompanying statements of operations,  stockholders' equity and cash-flows
     and Notes thereto of Brounley Associates, Inc. as of December 31, 1997, and
     the related statements of income,  stockholders'  equity and cash flows for
     the years then ended.

Item 8    Not applicable.

                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                        Toups Technology Licensing, Inc.
                                  (Registrant)



Date: July 28, 1999             Leon H. Toups, President
                                ------------------------
                                       (Signature)