U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB
           (Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                   For the fiscal year ended December 31, 1997

                                       or

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
              For the transition period from ________ to _________

                         Commission file number 0-14962

                              THE PARK GROUP, LTD.
           (Name of Small Business Issuer as specified in its charter)

Colorado                                                 84-1028825
----------------------------------                       -----------------------
(State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                          identification number)

632 Luzon Avenue Tampa, Florida                          33606
------------------------------------------               -----------------------
(Address of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (813) 254-5508

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                          Common Stock $.0001 par value
                                (Title of Class)

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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: Unknown

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     As of March 16, 1998, there were 33,690,000 shares of the Issuer's common
stock issued and outstanding.

The Issuer had no revenues for the year ending December 31, 1997.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE
Transitional Small Business Disclosure Format (check one): Yes    ; No   X


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

         The Park  Group,  Ltd.  (the  "Registrant",  "Park" or the  "Company"),
incorporated in the State of Colorado,  commenced business operations on January
24, 1986 under the name American Ventures Inc. ("AVI"). The books and records of
the Company are kept in Florida  and  managed by a majority  stockholder  of the
Corporation.  The  Company is  commonly  known as a blind  pool.  The Company is
currently seeking the acquisition of, or merger with an existing company.

         The Company originally was incorporated to review and acquire by merger
or  otherwise  potentially  profitable  businesses.  Since the Company  reviewed
business  opportunities before, during and after the public offering and made no
determination to become involved in any particular  business enterprise prior to
its public offering,  the Company's public offering was a so-called "blind pool"
in that investors were  entrusting the  expenditure of offering  proceeds to the
discretion of the Company's management.

         In March  1986,  the Company  filed with the  Securities  and  Exchange
Commission (the  "Commission")  a Registration  Statement on Form S-18 under the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  relating  to an
offering of up to  5,000,000  Units.  In August  1986,  the  Company  closed the
offering, having received net offering proceeds aggregating $220,000.

         On  February  27,  1987,  the  Company's   shareholders   approved  the
acquisition of The Park Group, Ltd. (the "Mortgage Company") through the private
issuance of  9,294,000  shares of AVI's  common stock in exchange for all of the
issued and outstanding stock of the Mortgage Company's Common Stock. The Company
believes  that the AVI shares  issued in such  transaction  were exempt from the
registration  requirements  of the  Securities  Act.  After giving effect to the
exchange,  the  Mortgage  Company  became a wholly owned  subsidiary  of AVI and
changed its name to Park Group  Mortgage  Company,  Ltd. AVI changed its name to
The Park Group,  Ltd.  Certain  officers and  directors of the Mortgage  Company
became officers and directors of the Company.

         In September  1987, the Company sold 1,500 shares,  approximately  24.6
percent, of the Mortgage Company's outstanding common stock to three individuals
not  affiliated  with the  Company at an  aggregate  purchase  price of $39,000.
Subsequently,  the Mortgage  Company's  board of  directors  caused the Mortgage
Company  to  redeem  the  remaining  shares  of common  stock  outstanding  at a
redemption price of $147,969.12,  effectively  transferring the ownership of the
Mortgage Company to the three  individuals.  In effecting the disposition of the
Mortgage  Company,  the  Company's  board of  directors  considered  among other
factors the continuing losses  experienced by the Mortgage Company;  the general
economic  conditions  in the  Denver  metropolitan  area;  and the  value of the
Mortgage Company's HUD license.


<PAGE>


         Subsequent to the  redemption  of the shares of the Mortgage  Company's
common  stock owned by the  Company,  the Company  has  continued  to review and
evaluate possible merger or acquisition opportunities.

         The Company  completed a private placement of its stock on February 13,
1995.  The Company's  three  directors and two  affiliates  purchased a total of
18,000,000  shares for an aggregate  purchase price of $4,500.  In July 1996 the
Company  amended and  restated  its  articles of  incorporation  to increase the
authorized  number of shares of common stock from 100,000,000 to  1,000,000,000,
and to authorize 100,000,000 shares of preferred stock the relative rights to be
established by the Board of Directors at the time of issuance.

         The Company also attempted several  spin-offs.  In the first attempt to
spin-off, completed on November 3, 1987, Park incorporated JKN, Inc. as a wholly
owned  subsidiary,  and on June 15, 1988, Park caused JKN to file a registration
statement with the SEC for the purpose of registering a minority interest of its
JKN shares. The registration statement was declared effective on August 12, 1988
and Park  distributed  the  registered  JKN  stock to Park's  shareholders  as a
dividend distribution.

         On October  1,  1988,  Park sold its  majority  interest  in JKN to the
principal shareholders of GolfLinks,  Ltd. Immediately thereafter,  JKN acquired
all of the outstanding stock of GolfLinks,  Ltd. in a reorganization.  GolfLinks
continued business for only a short time subsequent to the  reorganization  with
JKN because of its inability to attract  financing  for its business  plan. As a
result, GolfLinks became a dormant entity.

         In   September,   1993,   GolfLinks   was  acquired  by  the  principal
shareholders  of American  Lightwave,  Inc.  GolfLinks  was merged with American
Lightwave with  GolfLinks as the surviving  entity,  and GolfLinks  subsequently
changed  its name to  American  Communications  Services,  Inc.  As a result  of
financing needs, the management of American Communications Services, Inc. caused
a  reverse  stock  split of one (1)  share  for each one  hundred  (100)  shares
outstanding.

         On October 27, 1988, Park incorporated  RAN/COR Ventures,  Inc., and on
December 15, 1989, Park caused RAN/COR Ventures to file a registration statement
with the SEC for the purpose of  registering a minority  interest of its RAN/COR
shares.  The registration  statement was declared  effective on February 7, 1989
and Park  distributed the registered  RAN/COR stock to Park's  shareholders as a
dividend distribution on May 15, 1989 to shareholders.

         On August 26, 1989, Park sold its majority interest in RAN/COR Ventures
to the principal  shareholders of Florida  Special  Delivery,  Inc.  Immediately
thereafter, RAN/COR changed its name to Florida Special Delivery, Inc.

     Florida Special Delivery, Inc. continued its business for only a short time
subsequent to the acquisition of the RAN/COR shares because of its inability to
attract financing for its business plan. As a result, Florida Special Delivery,
Inc. became a dormant entity.


<PAGE>


         On October 2, 1989, Park  incorporated  IDK Ventures,  inc. as a wholly
owned  subsidiary.  On January 10, 1990,  Park caused IDK to file a registration
statement with the SEC for the purpose of effecting a dividend  distribution  of
IDK shares to Park's shareholders.

         Due to prior spin-offs of JKN and RAN/COR, the SEC determined that Park
was acting as a "broker"  with  respect to its  proposed  spin-off  of IDK. As a
result,  the  SEC  imposed  certain  requirements  and  conditions  on  Park  in
connection with the proposed spin-off. In Park's opinion, these requirements and
conditions  would have caused Park  substantial  costs,  possibly  exceeding any
benefit to be derived from the registration  and spin-off of IDK.  Consequently,
the resignation attempt was terminated and IDK was dissolved.

         The Registrant is seeking the acquisition of or merger with an existing
company ("Potential Business Acquisitions"). Given the small amount of cash held
by the Registrant, the potential venture is likely to involve the acquisition of
or merger with a company which is not seeking immediate  substantial  amounts of
cash but one which desires to establish a public  trading market for its shares.
There are numerous reasons why an existing  privately-held company would seek to
become a public company  through a merger or  acquisition  rather than doing its
own public offering. Such reasons include avoiding the time delays involved in a
public offering; retaining a larger share of voting control of the publicly-held
company;  reducing the cost factors  incurred in becoming a public company;  and
avoiding any dilution requirements set forth under various states' securities or
blue sky laws or regulations.

         The  Registrant  does not propose to restrict its search for  Potential
Business  Acquisitions to any particular  industry or any particular  geographic
area and may, therefore, engage in essentially any business to the extent of its
limited resources.

         It is  anticipated  that knowledge of Potential  Business  Acquisitions
will be made known to the Registrant by various sources,  including its officers
and  directors,  shareholders,  professional  advisors  such  as  attorneys  and
accountants,  securities  broker-dealers,  venture  capitalists,  members of the
financial  community,  and  others who may  present  unsolicited  proposals.  In
certain  circumstances,  the  Registrant  may agree to pay a finder's  fee or to
otherwise  compensate  such  persons for services  rendered in bringing  about a
transaction. The amount of any such finder's fee or other compensation which may
be paid to such persons for services rendered in bringing about a transaction is
subject to future negotiation between the Registrant,  the entity to be acquired
and the finder.

Selection of Opportunities

         The analysis of new business  opportunities  has and will be undertaken
by or under the supervision of the officers and directors of the Registrant. The
Registrant  has,  since the date of its  disposition  of the  Mortgage  Company,
considered potential  acquisition  transactions with several companies but as of
this date has not entered  into any  definitive  agreement  with any party.  The
Registrant has unrestricted flexibility in seeking,  analyzing and participating
in Potential Business


<PAGE>

Opportunities. In its efforts to analyze potential acquisition targets, the
Registrant will consider the following kinds of factors:

     (a) Potential for growth, indicated by new technology, anticipated market
         expansion or new products;

     (b) Competitive position as compared to other firms of similar size and
         experience within the industry segment as well as within the industry
         as a whole;

     (c) Strength and diversity of management, either in place or scheduled for
         recruitment; (d) Capital requirements and anticipated availability of
         required funds, to be provided by the Registrant or from operations,
         through the sale of additional securities, through joint ventures or
         similar arrangements or from other sources;

     (e) The cost of participation by the Registrant as compared to the
         perceived tangible and intangible values and potentials;

     (f) The extent to which the business opportunity can be advanced;

     (g) The accessibility of required management expertise, personnel, raw
         materials, services, professional assistance and other required items;
         and

     (h) Other relevant factors.


         In  applying  the  foregoing   criteria,   no  one  of  which  will  be
controlling, management will attempt to analyze all factors in the circumstances
and make a  determination  based  upon  reasonable  investigative  measures  and
available data.  Potentially available business  opportunities may occur in many
different  industries  and at various stages of  development,  all of which will
make  the  task of  comparative  investigation  and  analysis  of such  business
opportunities  extremely difficult and complex.  Due to the Registrant's limited
capital  available for  investigation  and  management's  limited  experience in
business  analysis,  the  Registrant  may not  discover or  adequately  evaluate
adverse facts about the opportunity to be acquired.

Form of Acquisition

         The manner in which the Registrant  participates in an opportunity will
depend upon the nature of the  opportunity,  the respective needs and desires of
the  Registrant  and  the  promoters  of  the  opportunity,   and  the  relative
negotiating strength of the Registrant and such promoters.

         It is likely that the Registrant  will acquire its  participation  in a
business opportunity through the issuance of common stock or other securities of
the Registrant.  Although the terms of any such transaction cannot be predicted,
it should be noted that in certain  circumstances  the criteria for  determining
whether or not an acquisition is a so-called "tax free" reorganization under


<PAGE>


Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon the  issuance to the  shareholders  of the  acquired  company of at
least 80 percent common stock of the combined entities immediately following the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions rather than other "tax free" provisions  provided under the Code, all
prior shareholders  would in such circumstances  retain 20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution to the equity of those who were shareholders of the Registrant prior to
such reorganization.

         The present shareholders of the Registrant will likely not have control
of a majority of the voting shares of the Registrant  following a reorganization
transaction.  As  part  of  such  a  transaction,  all  or  a  majority  of  the
Registrant's directors may resign and new directors may be appointed without any
vote by shareholders.

         In the case of an acquisition, the transaction may be accomplished upon
the  sole   determination  of  management   without  any  vote  or  approval  by
shareholders.  In the case of a statutory merger or consolidation  involving the
Company, it will likely be necessary to call a shareholders'  meeting and obtain
the  approval  of the  holders  of a majority  of the  outstanding  shares.  The
necessity to obtain such shareholder approval may result in delay and additional
expense in the consummation of any proposed  transaction and will also give rise
to certain appraisal rights to dissenting shareholders.  Most likely, management
will seek to structure  any such  transaction  so as not to require  shareholder
approval.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  cost for  accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Furthermore,  even  if an  agreement  is  reached  for the
participation in a specific business opportunity, the failure to consummate that
transaction  may  result  in the loss to the  Registrant  of the  related  costs
incurred.

Employees

         The Registrant currently has no employees.


ITEM 2. DESCRIPTION OF PROPERTY

         The Company rents office space in its president's residence.  No rental
has been paid to its  president  for the use of such  space in the  fiscal  year
ended December 31, 1997.

ITEM 3.  LEGAL PROCEEDINGS

         There are not presently any material pending legal proceedings to which
the Registrant is a

<PAGE>


party or as to which any of its property is subject and no such  proceedings are
known to the Registrant to be threatened or contemplated against it.

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

         No matters were submitted to a vote of security  holders of the Company
during the fiscal quarter ended December 31, 1997.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

    A.   Market for Common Stock.  The Company's  common stock may be traded in
the over-the-counter market.  The Company is not aware of any market activity in
its stock during the fiscal year ended December 31, 1997.

    B.   Holders.  As  of  March 16, 1998, there  were 130 holders of 33,690,000
shares of the Company's common stock.

    C.   Dividends.  The  Registrant has not paid any cash dividends to date and
does not anticipate or contemplate  paying dividends in the foreseeable  future.
It is the present intention of management to utilize all available funds for the
development of the Registrant's business.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS

         The Company  incurred a net loss of $13,062 for the year ended December
31, 1997.  Combined with the fact that the Company has no working capital and an
accumulated  deficit  of  $241,043,  it is  management's  assertion  that  these
circumstances  may hinder the Company's  ability to continue as a going concern.
As of the date of this  report,  management  has not  developed a formal plan to
raise funds for the Company's short or long term needs.

         The Company  completed a private placement of its stock on February 13,
1995.  The Company's  three  directors and two  affiliates  purchased a total of
18,000,000 shares for an aggregate purchase price of $4,500.

         The Company continues to evaluate merger  proposals.  In November 1994,
in  connection  with its goal of combining  with a viable  private  entity,  the
Company  and its  majority  shareholders  enlisted  the  assistance  of  certain
individuals.   In  connection  with  this  assistance,  the  Company's  majority
shareholder,  Mr. Donica (the "Grantor"),  sold options to such individuals (the
"Optionee")  for nominal  consideration,  to purchase an  aggregate of 6,196,000
shares owned by Mr. Donica at an exercise price of $.0001 per share which may be
exercised in whole at any time,


<PAGE>


or in part  from  time to time,  beginning  on the 91st day  after the date (the
"Exercise Date") on which, in the Optionee's sole discretion, the Grantor ceases
to be an affiliate of the Company and ending at 5:00 p.m.,  E.S.T., on the fifth
anniversary of such date (the "Expiration Date").


ITEM 7.  FINANCIAL STATEMENTS

                                           Index to Financial Statements

Independent Accountants' Report
         Year ended December 31, 1997

Balance Sheets
         Years ended December 31, 1997 and 1996

Statement of Stockholders' Equity
         Years ended December 31, 1997 and 1996

Statement of Operations
         Years ended December 31, 1997 and 1996

Statement of Cash Flows
         Years ended December 31, 1997 and 1996

Notes to Financial Statements
         Years ended December 31, 1997 and 1996



<PAGE>

                               [GRAPHIC OMITTED]

The Board of Directors
The Park Group, Ltd.


We have audited the  accompanying  balance sheets of The Park Group,  Ltd. as of
December  31,  1997  and  1996,  and  the  related   statements  of  operations,
stockholders'  equity and cash flows for the years 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 audits.

We  conducted  our  audits  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  balance sheet  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion,  based on our audits, the financial statements referred to above
present fairly,  in all material  respects,  the financial  position of The Park
Group,  Ltd. as of December 31, 1997 and 1996, and the results of its operations
and its cash  flows  for the  years  then  ended 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 3 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going concern.  Management's plans in regard to this matter are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/  Scott & Guilfoyle

Lake Success, New York
March 9, 1998


<PAGE>

                              THE PARK GROUP, LTD.
                                  BALANCE SHEET
                                   DECEMBER 31

<TABLE>
<CAPTION>
                                                                                    1997                 1996
                                     ASSETS
CURRENT ASSETS
<S>                                                                               <C>              <C>
         Cash                                                                      $    5,386       $          0
                                                                                   ----------       ------------

                  TOTAL ASSETS                                                     $    5,386       $          0
                                                                                   ==========       ============


                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
         Accrued expenses                                                          $    1,682       $          0
         Due to stockholders                                                           19,395              4,879
         Loan payable                                                                   2,250                  0
                                                                                   ----------       ------------

                  TOTAL CURRENT LIABILITIES                                            23,327              4,879
                                                                                   ----------       ------------

STOCKHOLDER'S EQUITY
         Common stock, $.0001 par value;
         1,000,000,000 shares authorized,
         33,690,000 issued and outstanding                                              3,369              3,369
         Preferred stock, no par value; 100,000,000
         shares authorized, none issued and outstanding
         Paid-in capital                                                              219,733            219,733
         Accumulated deficit                                                         (241,043)          (227,981)
                                                                                   ----------       ------------

         Total Stockholder's Equity (Deficit)                                        ( 17,941)          (  4,879)
                                                                                   ----------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $    5,386       $          0
                                                                                   ==========       ============
</TABLE>



The accompanying notes are an integral part of these financial statements.



<PAGE>

                              THE PARK GROUP, LTD.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                   Common Stock                  Paid In      Accumulated
                                               Shares           Amount           Capital         Deficit           Total

<S>                                          <C>                <C>            <C>              <C>              <C>
Balance, January 1, 1996                          33,690,000        $3,369        $219,733        $(223,102)       $      0

Net loss for the year ended
  December 31, 1996                                        0             0               0         (  4,879)        ( 4,879)
                                                 -----------        ------        --------        ---------        --------

Balance,  December 31, 1996                       33,690,000         3,369         219,733         (227,981)        ( 4,879)

Net loss for the year ended
  December 31, 1997                                        0             0               0         ( 13,062)        (13,062)
                                                 -----------        ------        --------        ---------        --------

Balance,  December 31, 1997                       33,690,000        $3,369        $219,733        $(241,043)       $(17,981)
                                                 ===========        ======        ========        =========        ========

</TABLE>



The accompanying notes are an integral part of these financial statements.


<PAGE>

                              THE PARK GROUP, LTD.
                             STATEMENT OF OPERATIONS
                         FOR THE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                                 1997              1996
<S>                                                                         <C>                <C>
REVENUES                                                                     $         0        $        0
                                                                             -----------        ----------

OPERATING EXPENSES
         Professional                                                              9,889             3,460
         General and administrative expenses                                       3,173             1,419
                                                                             -----------        ----------

TOTAL EXPENSES                                                                    13,062             4,879
                                                                             -----------        ----------

NET LOSS                                                                     $   (13,062)       $  ( 4,879)
                                                                             ===========        ==========

LOSS PER SHARE
         Net loss per share                                                          NIL               NIL

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                                                  33,690,000        33,690,000
                                                                             ===========        ==========

</TABLE>



The accompanying notes are an integral part of these financial statements.

<PAGE>


                              THE PARK GROUP, LTD.
                             STATEMENT OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                                          1997              1996
<S>                                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                                        $(13,063)        $  (4,879)
         Increase (decrease) in:
           Accrued expenses                                                                 1,682                 0
           Loans                                                                            2,250                 0
                                                                                         --------         ---------

NET CASH USED BY OPERATING ACTIVITIES                                                     ( 9,131)           (4,879)
                                                                                         --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Stockholder's loans                                                               14,517             4,879
                                                                                         --------         ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                  14,517             4,879
                                                                                         --------         ---------

NET INCREASE (DECREASE) IN CASH                                                             5,386                 0

BEGINNING CASH                                                                                  0                 0
                                                                                         --------         ---------

ENDING CASH                                                                              $  5,386         $       0
                                                                                         ========         =========

</TABLE>



The accompanying notes are an integral part of these financial statements.


<PAGE>

                              THE PARK GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The  Corporation,  incorporated  in the State of  Colorado,  commenced  business
operations on January 24, 1986. The books and records of the Company are kept in
Florida and managed by a majority stockholder of the Corporation. The Company is
commonly known as a blind pool. The Company is currently seeking the acquisition
of, or merger with an existing company.

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  disclosures  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 and assumptions.

Related Party Transactions

The  Company's  President,  Herbert  R.  Donica,  provides  management,   legal,
administrative services, and office space. For the years ended December 31, 1997
and 1996 there were no charges for these items.

Income Taxes

As of  December  31, 1997,  the  Company  had  a  $296,957  net  operating  loss
carryforward  available to offset future taxable income through 2002.

NOTE 2 - CAPITAL STOCK

In July of 1996 the Company  amended and restated its articles of  incorporation
to increase the  authorized  number of shares of common stock from  1,000,000 to
1,000,000,000,  and to  authorize  100,000,000  shares  of  preferred  stock the
relative  rights  to be  established  by the Board of  Directors  at the time of
issuance.

NOTE 3 - GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of $13,062
and  $4,879  for the  years  ended  December  31,  1997 and 1996  respectively..
Combined  with  the  fact  that  the  Company  has  no  working  capital  and an
accumulated  deficit  of  $241,043,  it is  management's  assertion  that  these
circumstances  may hinder the Company's  ability to continue as a going concern.
As of the date of this  report,  management  has not  developed a formal plan to
raise funds for neither the Company's short or long term needs.

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         There  are  not  and  have  not  been  any  disagreements  between  the
Registrant and its accountants on any matter of accounting principles, practices
or financial statement disclosure.


                                   PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         A.  Identification of Directors and Executive Officers.  The current
officers and directors will serve  for one year or until their respective
successors are elected and qualified.  They are:


NAME                        AGE         DATE OF             POSITION
                                        ELECTION

Herbert R. Donica           45          February 1987       President, Chairman
632 Luzon Ave.                                              and Director
Tampa, FL  33606

Lawrence Kaplan             54          December 1994       Secretary/
17 Riverview Terrace                                        Director
Smithtown, NY  11787

Steven Goodman              58          December 1994       Director
24843 Del Prado #536
Dana Point, CA  92629


        Herbert Donica.  Mr. Donica  is the controlling shareholder of the
Company and since February, 1987, has been  its President, Chairman and Chief
Financial Officer.  He also is an attorney with Evans & Donica P.A., and an
officer and a director of Valley Consulting.

        Lawrence Kaplan.  Mr. Kaplan has served as a director and secretary of
the Company since December 1994.  He also is a director of  American United
Global, Inc. Mr. Kaplan also is a registered representative, officer, director
and sole shareholder of G-V Capital Corp., a brokerage firm.  He also is a
director of Andover Equities, Inc., a public shell company.

        Steven Goodman. Mr. Goodman has served as a director of the Company
since December 1994.  In July, 1995, Mr. Goodman joined Tessa Financial Group.,
as Vice President of Corporate Finance.  Tessa is a regional investment banking
firm located in Orange County,


<PAGE>

California.  From November, 1991, through March, 1995, Mr. Goodman was West
Coast Managing Director of Creative Business Strategies, Inc., a financial
corporate consulting firm. From 1975 to 1981, Mr. Goodman was President of
Tempo Industries, Inc., a Los Angeles based consumer products manufacturer.
Mr. Goodman was responsible for operations, business development, marketing,
sales and finance.  Mr. Goodman currently serves as a director of Tivoli
Industries Inc. and Javelin Systems Inc., both of which are public companies
listed on the NASDAQ Stock Market.

         B.  Significant Employees.  None.

         C.  Family Relationships.  None

         D. Involvement in Certain Legal Proceedings. There have been no events
under  any  bankruptcy  act,  no  criminal   proceedings  and  no  judgments
or injunctions  material to the  evaluation  of the ability  and  integrity  of
any director, executive officer, promoter or control person of Registrant
during the past five years.

         E.  Compliance With Section 16(a).  The Registrant is not subject to
Section 16 of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

         No compensation has been paid or accrued to any officer or director of
the Registrant since 1994. The current officers and directors are not being
compensated by the Registrant. The Registrant has no current intent to issue
shares of its common stock to management in connection with an acquisition.
However, the Registrant may subsequently deem the issuance of shares to
management for services rendered in connection with an acquisition to be fair
and reasonable to the Registrant and its public shareholders in light of the
services rendered. In the event any shares are issued for services rendered by
management they shall be issued in such an amount as the Board of Directors
deems fair and reasonable to the Registrant and its public shareholders and in
compliance with management's fiduciary duties under state law. Officers and
directors will be reimbursed for actual out-of-pocket expenses incurred on
behalf of the Registrant as approved by the Board of Directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

         A.  Security Ownership of Certain Beneficial Owners.  The following
persons are known to the Registrant to be officers, directors and beneficial
owners of more than five percent of the Registrant's common stock as of March
11, 1998:




<PAGE>

                                  Amount and
Name and Address                  Nature of
of Beneficial Owner               Beneficial Owner (1)(4)      Percent of Class
-------------------               -----------------------      ----------------

Herbert R. Donica (2)(5)            9,794,000                  29.07%
632 Luzon Avenue
Tampa, Florida 33603
President, Director

Valley Consulting, Ltd.(3)          5,500,000                  16.33%
545 South Sherman
Denver, Colorado 80209

Steven Goodman                      3,000,000                  8.9%
24843 Del Prado
Dana Point, CA  92629

Lawrence Kaplan                     3,000,000                  8.9%
150 Motor Parkway
Hauppauge, NY 11788

Stanley Kaplan                      3,000,000                  8.9%
150 Motor Parkway
Hauppauge, NY 11788

Creative Business                   3,000,000                  8.9%
Strategies Inc.
5353 Manhattan Circle, Suite 201
Boulder, CO 80303

ALL OFFICERS AND
DIRECTORS AS A
GROUP (3 Individuals)               15,794,000                 46.9%


(1)  All ownership is beneficial and of record.

(2) Includes  1,218,443  shares of common stock previously  owned by the Esther
Donica Trust which was distributed to Herbert R. Donica in November of 1994.

(3)  Mr. Donica is the sole shareholder of Valley Consulting, Ltd.

(4) Beneficial owners have sole voting and investment power with respect to the
shares shown unless otherwise indicated.

(5)  Includes the 5,500,000 shares owned of record by Valley Consulting, Ltd.



<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Mr. Donica entered into an option agreement on November 29, 1994 with
Stanley Kaplan, Lawrence Kaplan, Steven Goodman and Creative Business Services,
Ltd. pursuant to which Stanley Kaplan, Lawrence Kaplan, Steven Goodman and
Creative Business Services, Ltd. may acquire an aggregate of 6,196,000 shares
from Mr. Donica and/or Valley Consulting, Ltd. at an exercise price of $.0001
per share.  The options may not be exercised until after the 91st day of the
Exercise Date.  Mr. Donica is the sole shareholder of Valley Consulting, Ltd.
which was assigned judgments obtained by the Company totaling $40,000 at a
purchase price of $1,000.00 in August, 1994.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits:

                  3.1  Certificate of Incorporation - incorporated by reference
                  to Exhibit 3.1 to Registration Statement on Form S-18.

                  3.2 Bylaws - incorporated by reference to Exhibit 3.2 to
                  Registration Statement on Form S-18.

                  27.1 Financial Data Schedule.

         B.       Reports on Form 8-K.  No Reports on Form 8-K were filed by
the Registrant during the fourth quarter of or at any time during its fiscal
year.

                 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.














<PAGE>

                                  SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act, the
Registrant  caused  this  report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                              THE PARK GROUP, LTD.
                                              By: /s/ Herbert R. Donica
                                              Herbert R. Donica
                                              President, Chairman and Treasurer

                                              Date:  March 15, 1998.

In  accordance  with the Exchange Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities and on the
dates indicated.


                                                  TITLE            DATE

              By: /s/Herbert R. Donica            Chairman,      March 15, 1998
                  --------------------
                    Herbert R. Donica             President,
                                                  Treasurer
                                                  and Director

              By:  /s/Steven Goodman              Director       March 15, 1998
                   -----------------
                    Steven Goodman


              By:  /s/ Lawrence Kaplan            Secretary/     March 15, 1998
                   -------------------
                     Lawrence Kaplan              Director


                Supplemental Information to be Furnished With
         Reports Filed Pursuant to Section 15(d) of the Exchange Act
                           by Non-reporting Issuers

No annual report to security holders or proxy material has been sent to security
holders of the Registrant.



<PAGE>

                                Exhibit Index


3.1      Registrant's Certificate of Incorporation filed as Exhibit 3.1 to
         Registrant's Registration Statement on Form S-18.

3.2      Registrant's By-Laws filed as Exhibit 3.2 to Registrant's
         Registration Statement on Form S-18

27.1     Financial Data Schedule




<PAGE>

                                  SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act, the
Registrant  caused  this  report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                              THE PARK GROUP, LTD.
                                              By:
                                              Herbert R. Donica
                                              President, Chairman and Treasurer

                                              Date:  March 15, 1998.

In  accordance  with the Exchange Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities and on the
dates indicated.


                                                  TITLE            DATE

              By:                                 Chairman,      March 15, 1998
                    --------------------
                     Herbert R. Donica            President,
                                                  Treasurer
                                                  and Director

              By:                                 Director       March 15, 1998
                    -------------------
                     Steven Goodman


              By:                                 Secretary/     March 15, 1998
                    -------------------
                     Lawrence Kaplan              Director


                Supplemental Information to be Furnished With
         Reports Filed Pursuant to Section 15(d) of the Exchange Act
                           by Non-reporting Issuers


No annual report to security holders or proxy material has been sent to security
holders of the Registrant.

18, 1998