<PAGE>












































             U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                          FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from _____________ to ____________

                   Commission File No.: N/A 


                       PANDORA'S GOLDEN BOX
                       --------------------     
          (Name of Small Business Issuer in its Charter)

         NEVADA                                        76-0547762
         ------                                        ----------         
(State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
 incorporation or organization)

                       11949 FM 3005 #403
                    Galveston, Texas  77554
                    -----------------------    
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (409) 737-4346


                               N/A      
                               ---
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:             None
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common voting stock 

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes       No  X
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company'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.  [ ]

State Issuer's revenues for its most recent fiscal year:   December 31, 1997 - 
$0.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.  

     March 23, 1998 - $80.84.  There are approximately 80,839 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.001 par value per share.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                  DURING THE PAST FIVE YEARS)

                             N/A

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                          March 23, 1998

                             180,341

          
               DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.

Transitional Small Business Issuer Format   Yes  X   No ___
                                                --- 
<PAGE>

                              PART I

Item 1.  Description of Business.
         ------------------------
 
Business Development.
---------------------

          For a discussion of the business development of the Company from
inception to the end of the calendar year ended December 31, 1997, see its
Registration Statement on Form 10-SB, filed with the Securities and
Exchange Commission on February 18, 1998, which is incorporated herein by this
reference.  See Part III, Item 13 of this Report.

Business.
---------

          The Company has had no business operations since the calendar year
ended December 31, 1991.

Principal Products or Services and their Markets.
-------------------------------------------------

          None; not applicable.

Competition. 
------------

          Management believes that there are literally thousands of "blank
check" companies engaged in endeavors similar to those engaged in by the
Company; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by the Company
for the past several years.

Sources and Availability of Raw Materials.
------------------------------------------

          None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------
 
          None; not applicable.

Governmental Approval of Principal Products or Services.
--------------------------------------------------------

          Because the Company currently produces no products or services, it
is not presently subject to any governmental regulation in this regard. 
However, in the event that the Company engages in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.

Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

          On the effectiveness of its Registration Statement on Form 10-SB,
the Company will be subject to Regulation 14A of the Commission, which
regulates proxy solicitations.  Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Commission regarding proxy solicitations, as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special
or annual meeting thereof or pursuant to a written consent will require the
Company to provide its stockholders with the information outlined in Schedules
14A or 14C of Regulation 14; preliminary copies of this information must be
submitted to the Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders. 

     The Company will also be required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Commission on a regular basis,
and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K. 

     Management believes that these obligations will increase the Company's
annual legal and accounting costs, but it is expected that assets will be
sufficient to meet these costs; in the event that assets are not sufficient,
it is likely that management will advance funds.  See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation", Part I, Item 2 of this Report.

      The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.

      The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.

Cost and Effect of Compliance with Environmental Laws.
------------------------------------------------------

          None; not applicable.  However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.

Research and Development Expenses.
----------------------------------

          None; not applicable.

Number of Employees.
--------------------

          None; not applicable.

Item 2.  Description of Property.
         ------------------------

               Other than cash of approximately $5,812, the Company has no
assets, property or business; the Company's principal executive office address
and telephone number are the business office address and telephone number of
its President, Sam Bono, and are provided at no cost.

Item 3.  Legal Proceedings.
         ------------------

          The Company is not a party to any pending legal proceeding.  No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company.  No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a material
interest adverse to the Company in any proceeding. 

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

          During the fourth quarter of the calendar year ended December 31,
1997, no matter was submitted to a vote of the Company's security holders,
whether through the solicitation of proxies or otherwise.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

          There has never been any established "public market" for shares of
common stock of the Company.  The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger.  In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained.  If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Securities and Exchange Commission by the holders
of such shares may have a substantial adverse impact on any such public
market.  See the caption "Security Ownership of Certain Beneficial Owners,"
Part III, Item 11, and the heading "Recent Sales of Unregistered Securities,"
of this caption.  

          There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.

          The sales of a total of 100,002 shares of common stock pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D of
the Securities and Exchange Commission, during the calendar year ended
December 31, 1997 were the only sales of any securities of the Company during
the past three years.  Future sales of any of these "restricted securities" or
any securities of the Company issued in any acquisition, reorganization or
merger may have a future adverse effect on any "public market" that may
develop in the common stock of the Company. See the heading "Recent Sales of
Unregistered Securities," of this caption.

          No assurance can be given that any "public market" will develop in
the common stock of the Company, regardless of whether the Company is
successful in completing any acquisition, reorganization or merger deemed by
management to be beneficial for the Company, or if any such "public market"
does develop, that it will continue or be sustained for any period of time.

Holders
-------

          The number of record holders of the Company's common stock as of
March 23, 1998, was approximately 77.

Dividends
---------

          The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future.  The present intention of management is to utilize all available funds
for the development of the Company's business.  There are no material
restrictions limiting, or that are likely to limit, the Company's ability to
pay dividends on its common stock.

Recent Sales of Unregistered Securities.
----------------------------------------

                        Date              Number of          Aggregate
      Name            Acquired             Shares           Consideration
      ----            --------            ---------         -------------

Linda W. Plemmons      7/25/97             33,334            $3,333.33

Q-Marq Securities      10/2/97             33,334            $3,333.33

David M. Klausmeyer    7/15/97             30,834            $3,083.34

Kevin M. Klausmeyer    8/10/97              2,500            $  250.00
and Cynthia Killian 
Klausmeyer 


Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

          The Company has not engaged in any material operations or had any
revenues from operations during the last calendar year or as of the date of
this Report.  The Company's plan of operation for the next twelve months is to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders.  Because the Company has virtually
no resources, management anticipates that to achieve any such acquisition, the
Company will be required to issue shares of its common stock as the sole
consideration for such acquisition.

          During the next twelve months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which are anticipated to be advanced by management as loans
to the Company.  Because the Company has not identified any such venture as of
the date of this Report, it is impossible to predict the amount of any such
loan.  However, any loan from management will be on terms no less favorable to
the Company than would be available from a commercial lender in an arm's
length transaction.  As of the date of this Report, the Company has not begun
seeking any acquisition.

          Management anticipates that the Company's current cash reserves of
approximately $5,812 will be insufficient to pay for administrative expenses
of the Company for the next 12 months.  In the event that additional funding
is required in order to keep the Company in good standing and/or to review or
investigate any potential merger or acquisition candidate, the Company may
attempt to raise such funding through a private placement of its common stock
to accredited investors.

Results of Operations.
----------------------

          The Company received no revenues in either of the calendar years
ending December 31, 1996 or 1997.

          The Company realized no net gain or net loss in the calendar year
ended December 31, 1996.  Net loss in the calendar year ended December 31,
1997, totaled $5,145, or $0.06 per share.

Liquidity.
----------

          During the calendar year ended December 31, 1997, the Company
increased its liquidity by $10,000 through the sale of 100,002 "unregistered"
and "restricted" shares of its common stock.  See the heading "Recent Sales of
Unregistered Securities," of the caption "Market for Common Equity and Related
Stockholder Matters," Part II, Item 5 of this Report.

Item 7.  Financial Statements.
         ---------------------
                              
          Financial Statements for the year ended
          December 31, 1997                    

          Independent Auditor's Report                               

          Balance Sheets                 

          Statements of Operations
          
          Statements of Stockholders' Equity

          Statements of Cash Flows

          Notes to the Financial Statements                       

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

     The following table sets forth the names of all current directors and
executive officers of the Company.  These persons will serve until the next
annual meeting of stockholders (held in July of each year) or until their
successors are elected or appointed and qualified, or their prior resignation
or termination.

<TABLE>
<CAPTION>

                                      Date of          Date of
                    Positions         Election or      Termination
  Name              Held              Designation      or Resignation
  ----              ----              -----------      --------------
<S>                 <C>                 <C>               <C>

Sam Bono           Director         3/7/97         *
                   President

Carol Novick       Sec'y/Treasurer  3/7/97         *
                   Director

</TABLE>

     * This person presently serves in the capacities indicated.

Business Experience.
--------------------

     Sam Bono.  Mr. Bono, age 60, is a graduate of the University of Florida. 
For the last five years, he has been the owner and sole proprietor of the
Direct Sales Company of Houston, Texas, a firm that specializes in the sale
and distribution of industrial supplies.

     Carol Novick.    Ms. Novick is 53 years of age.  She attended the
University of Maryland.  For the past fifteen years, she has been the sole
proprietor of Novaco, a company specializing in the treatment of fabrics and
carpeting.
  
Family Relationships
--------------------

          There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.

Involvement in Certain Legal Proceedings
----------------------------------------

          During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control person
of the Company:

          (1)  Was a general partner or executive officer of any business by   
               or against which any bankruptcy petition was filed, whether at  
               the time of such filing or two years prior thereto;

          (2)  Was convicted in a criminal proceeding or named the subject of  
               a pending criminal proceeding (excluding traffic violations and 
               other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not           
               subsequently reversed, suspended or vacated, of any court of    
               competent jurisdiction, permanently or temporarily enjoining    
               him from or otherwise limiting his involvement in any type of   
               business, securities or banking activities:

          (4)  Was found by a court of competent jurisdiction in a civil       
               action or by the Securities and Exchange Commission or the      
               Commodity Futures Trading Commission to have violated any       
               federal or state securities or commodities law, and the         
               judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

         On or before the effective date of the Company's Registration
Statement on Form 10-SB, each of the Company's directors, executive officers
and 10% stockholders will be required to file with the Securities and Exchange
Commission an Initial Statement of Beneficial Ownership of Securities on Form
3.  Management anticipates that each of these Initial Statements will be filed
in a timely manner.
 
Item 10. Executive Compensation.
         -----------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>


                                      SUMMARY COMPENSATION TABLE
<S>          <C>        <C>        <C>        <C>        <C>          <C>      <C>        <C>
                                                                  Long Term Compensation
                             Annual Compensation               Awards            Payouts
 
(a)          (b)        (c)        (d)        (e)        (f)          (g)      (h)        (i)
Name and     Year or                          Other      Restricted   Option/  LTIP       All
Principal    Period     $          $          Annual     Stock        SAR's    Payouts    Other
Position     Ended      Salary     Bonus      Compen-    Awards ($)   (#)      ($)      Compensa-
             December                         sation($)                                  tion ($)
             31
                    
Sam Bono       1996      -0-        -0-           -0-       -0-          -0-     -0-        -0-
President,     1997      -0-        -0-           -0-       -0-          -0-     -0-        -0-
and Director

Carol Novick   1996      -0-        -0-           -0-       -0-          -0-     -0-        -0- 
Sec./Treasurer 1997      -0-        -0-           -0-       -0-          -0-     -0-        -0-
and Director

</TABLE>

Bonuses and Deferred Compensation
---------------------------------

          None.

Compensation Pursuant to Plans
------------------------------

          None.

Pension Table
-------------

          None; not applicable.

Other Compensation  
------------------

          None.

Compensation of Directors  
-------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments. 

Employment Contracts
--------------------

          None.
  
Termination of Employment and Change of Control Arrangements  
------------------------------------------------------------

         There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
          
Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

          The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report:
                                                                               
                            Percentage                     Number
Name and Address            of Class              of Shares Beneficially Owned 
----------------           ---------             ----------------------------

David M. Klausmeyer          17.1%                         30,834           
10878 Westheimer, #178
Houston, Texas  77042

Linda W. Plemmons            18.5%                         33,334
10817 Winterbourne Ct.
Charlotte, North Carolina
28277

Q-Marq Securities Ltd.       19.6%                         35,334
P.O. Box 2097
Grand Cayman
Cayman Islands

James D. Gravely              8.3%                         15,000            
5408 Grandin Road, Ext.
Roanoke, VA 24018

James P. Taney                8.3%                         15,000            
819 Honeysuckle Road
Salem, VA 24153

Kelly N. Taylor               7.8%                         14,000            
220 East 1100 North #23
North Salt Lake, Utah 84054

                           _______                         ______

                             79.6%                        143,502  



          Each of these individuals or entities has sole investment and
voting power with regard to the securities listed opposite his, her or its
name.

     Security Ownership of Management.
     ---------------------------------

     The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:

                                                                               
                           Percentage                Number
Name and Address           of Class            of Shares Beneficially Owned    
----------------           -------            -----------------------------

Sam Bono                     0.0%                       -0-          
11949 FM 3005, #403
Galveston, Texas  77554       

Carol Novick                 0.0%                       -0-
12633 Memorial Dr., #123
Houston, Texas  77024        ----                       ---

All directors and executive
officers as a group (2)      0.0%                       -0-


          See Part III, Item 9 of this Report for information concerning the
offices or other capacities in which the foregoing persons serve with the
Company.

Changes in Control
------------------

          To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a
change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.  
----------------------------------------

          There have been no material transactions, series of
similar transactions or currently proposed transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or
any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

Certain Business Relationships.  
-------------------------------

          There have been no material transactions, series of
similar transactions or currently proposed transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or
any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

Indebtedness of Management.  
---------------------------

          There have been no material transactions, series of
similar transactions or currently proposed transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or
any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

Parents of the Issuer.
----------------------

         None; not applicable.

Transactions with Promoters.  
----------------------------

          There have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeds $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.

Item 13. Exhibits and Reports on Form 8-K.*
         ---------------------------------

Reports on Form 8-K
-------------------

None.

Exhibits*

          (i)
                                          Where Incorporated       
                                            in this Report         
                                            --------------  
      
Registration Statement on Form 10-SB**        Part I               

          (ii)                          
                                                   
Exhibit                                                
Number               Description                                               

------               -----------

 27                  Financial Data Schedule

          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.

          **   These documents and related exhibits have been 
               previously filed with the Securities and Exchange 
               Commission and are incorporated herein by reference. 


                            SIGNATURES

          Pursuant to the requirements of Section 13 or 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.

                                    PANDORA'S GOLDEN BOX


Date: 4-11-98                       By  /s/ Sam Bono
      ------------                      ----------------------
                                        Sam Bono, Director 
                                        and President


Date: 3/23/98                       By  /s/ Carol Novick
      ------------                      ----------------------
                                        Carol Novick, Director
                                        and Secretary/Treasurer 

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                    PANDORA'S GOLDEN BOX
  

Date: 4-11-98                        By /s/ Sam Bono 
      ------------                      ----------------------
                                        Sam Bono, Director 
                                        and President


Date: 3/23/98                        By /s/ Carol Novick
      ------------                      ----------------------
                                        Carol Novick, Director
                                        and Secretary/Treasurer 






<PAGE>
INDEPENDENT AUDITORS' REPORT


Board of Directors
Pandora's Golden Box
Galveston, Texas

We have audited the balance sheets of Pandora's Golden Box (a development 
stage company) as of  December 31, 1997 and the related statements of 
operations, stockholders' equity and cash flows for the years ended December 
31, 1997 and 1996.  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 financial 
statement presentation.  We believe that our audits provide 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 Pandora's Golden Box as of 
December 31, 1997 and the results of its operations and its cash flows for the 
years ended December 31, 1997 and 1996 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 is a development stage company with no 
established source of revenues.  These conditions raise substantial doubt 
about its ability to continue as a going concern.  Management's plans 
concerning 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.

/s/Jones, Jensen & Company

Jones, Jensen & Company
March 10, 1998
<PAGE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 1997 and 1996
<PAGE>
<TABLE>
                            PANDORA'S GOLDEN BOX
                       (A Development Stage Company)
                               Balance Sheets
<CAPTION>
                                   ASSETS

                                                 December 31,              
                                        1997                     1996          
<S>                                  <C>                      <C>
CURRENT ASSETS     

  Cash                                $     5,812          $     -          

     Total Current Assets                   5,812                -          

     TOTAL ASSETS                     $     5,812          $     -          

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                    $      957           $     -          

     Total Current Liabilities               957                 -
          
STOCKHOLDERS' EQUITY

  Common stock, 100,000,000 shares 
  authorized at $0.001 par value; 
  180,341 and 78,570 shares issued and 
   outstanding, respectively                 180                 79          
  Capital in excess of par value         273,719            263,820          
  Deficit accumulated during the 
   development stage                    (269,044)          (263,899)

        Total Stockholders' Equity         4,855                -          

     TOTAL LIABILITIES AND 
       STOCKHOLDERS' EQUITY           $    5,812          $     -          
</TABLE>
<TABLE>
                             PANDORA'S GOLDEN BOX
                        (A Development Stage Company)
                           Statements of Operations
                                                             
                                                                From        
                                                            Inception on  
                                                              August 4,    
                               For the Years Ended          1987, through 
                                    December 31,             December 31,
                          1997          1996       1995          1997       
<S>                     <C>            <C>        <C>        <C>
REVENUES                 $     -        $     -   $      -    $     -          

EXPENSES                     5,145           -          -      269,044     
                    
NET LOSS                 $  (5,145)     $     -   $     -    $(269,044)

Net Loss Per Share       $   (0.06)     $  (0.00) $  (0.00)               

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING      95,240        78,570    78,570                     
</TABLE>
<TABLE>
                           PANDORA'S GOLDEN BOX
                      (A Development Stage Company)
                    Statements of Stockholders' Equity
<CAPTION>                                                         
                                                                     Deficit   
                                                                   Accumulated 
                                                      Capital in    During the 
                                   Common Stock        Excess of   Development 
                              Shares       Amount      Par Value      Stage    
<S>                          <C>           <C>         <C>           <C>
Inception on August 4, 1987        -        $    -     $     -       $     -   
 
45,000 shares of common stock   45,000            45       7,455           -   
Issued for cash at $0.17 per 
share

29,570 shares of common stock   29,570            30     147,818           -   
Issued for cash at $5.00 per 
share

4,000 shares of common stock     4,000             4     108,457           -   
Issued for equipment at $27.14 
per share

Loss from Inception on 
August 4, 1987 to 
December 31, 1994                  -             -           -       (263,899)

Balance, December 31, 1994      78,570            79     263,820     (263,899) 

Net loss for the year ended
 December 31, 1995                 -             -           -            -    

Balance, December 31, 1995      78,570            79     263,820     (263,899)

Net loss for the year ended
 December 31, 1996                 -             -           -            -    

Balance, December 31, 1996      78,570            79     263,820     (263,899)

100,000 shares of common 
stock issued for cash at 
$0.10 per share                100,000           100        9,900          -   
 
1,771 shares of common stock
issued in conjunction with a 
100-for-1 reverse stock split    1,771            1           (1)          -   
 
Net loss for the year ended
 December 31, 1997                 -            -            -         (5,145) 
   
Balance, December 31, 1997     180,341     $   180     $273,719     $(269,044)
</TABLE>
<TABLE>
                              PANDORA'S GOLDEN BOX
                         (A Development Stage Company)
                            Statements of Cash Flows
<CAPTION>
                                                                     From   
                                                                  Inception on 
                                                                    August 4,  
                                     For the Years Ended       1987, through 
                                        December 31,            December 31,
                                   1997       1996      1995         1997      
<S>                            <C>          <C>       <C>        <C>           
 OPERATING ACTIVITIES          

  Net loss                      $ (5,145)    $     -  $     -   $(269,044)
  Increase in accounts payable       957           -        -         957

        Net Cash Provided (Used)
          by Operating Activities (4,188)          -        -    (268,087)

CASH FLOWS FROM
   INVESTING ACTIVITIES              -             -         -         -       
 
CASH FLOWS FROM
   FINANCING ACTIVITIES                         

     Proceeds from issuance
       of common stock           10,000           -         -     273,899

       Net Cash Provided (Used)
         by Financing Activities 10,000            -         -    273,899

NET INCREASE (DECREASE)
  IN CASH AND CASH
  EQUIVALENTS                     5,812            -         -      5,812

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD            -              -         -        -    

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  5,812      $     -    $     -  $  5,812

SUPPLEMENTAL DISCLOSURES
  OF CASH FLOW INFORMATION

    Interest paid              $    -        $     -    $     -  $    -     
    Income taxes paid          $    -        $     -    $     -  $    -   

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for 
   equipment                   $    -        $      -   $     -  $ 108,461
</TABLE>
                           PANDORA'S GOLDEN BOX
                      (A Development Stage Company)
                    Notes to the Financial Statements
                            December 31, 1997

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The financial statements presented are those of Pandora's Golden Box.  The 
Company was incorporated on August 4, 1987 in the State of Nevada for the 
purpose of acquiring interests in various business opportunities. 

The Company is currently inactive, and is seeking other business opportunities 
through mergers and acquisitions.

     b. Accounting Method

The Company's financial statements are prepared using the accrual method of 
accounting.  The Company has elected a December 31 year end.

     c. Net Loss Per Share

The computation of net loss per share of common stock is based on the weighted 
average number of shares outstanding during the period.

     d. Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly 
liquid investments with an original maturity of three months or less to be 
cash equivalents.

     e. Provision for Taxes

The Company accounts for income taxes using Statement of Financial Accounting 
Standards No. 109, "Accounting for Income Taxes."  Under Statement 109, the 
liability method is used in accounting for income taxes.

As of December 31, 1997, the Company had net operating loss carryforwards of 
approximately $5,000 that may be offset against future taxable income through 
2012.  The tax benefit of the net operating loss carryforwards is offset by a 
valuation allowance of the same amount due to the uncertainty that the 
carryforwards will be used before they expire.

f. 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.

NOTE 2 -     GOING CONCERN

The Company's financial statements are prepared using generally accepted 
accounting principles applicable to a going concern which contemplates the 
realization of assets and liquidation of liabilities in the normal course of 
business.  However, the Company does not have significant cash or other 
material assets, nor does it have an established source of revenues sufficient 
to cover its operating costs and to allow it to continue as a going concern.  
It is the intent of the Company to seek a merger with an existing, operating 
company.  Currently, the stockholders are committed to covering all operating 
expenses and other costs until a merger has occurred.

NOTE 3 -     STOCK SPLIT/CHANGE IN AUTHORIZED SHARES

On December 31, 1997, the Company reverse split its common shares on a one 
share for one hundred shares basis.  This reverse split of the Company's 
common stock has been retroactively reflected in the financial statements.  No 
shareholder was reduced below 100 shares so 1,771 shares were issued.