U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          FORM 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

For the fiscal year ended December 31, 1996
                               Commission File No. 33-89326

[ ]  Transition Report Pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934

For the transition period from __________ to __________.

                        HARVEST E-XPRESS
         (Name of small business issuer in its charter)

           Nevada                           87-0530644
State or other jurisdiction of          (I.R.S. Employer
incorporation or organization            Identification No.)

             4484 Taylor Avenue, Ogden, Utah    84403
      (Address of principal executive offices) (zip code)

Issuer's telephone number, including area code:(208)766-4622

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

Securities registered under Section 12(g) of the Act:  None

Check whether the Issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Issuer 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 no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the Issuer'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.    [   ]

The Issuer's revenues for its most recent fiscal year.  $6,051

As of March 26, 1997, the aggregate market value of voting
stock held by non-affiliates was approximately $950.00.
(See Item 5 herein).

The number of shares outstanding of the Issuer's common
stock at December 31, 1996: 200,000

<PAGE>

                             PART I

Item 1.   Description of Business

     (a)  Business Development.

     Harvest E-xpress (the "Company") was recently
incorporated under the laws of the State of Nevada on June
23, 1994.  In connection with the organization of the
Company, the officers and founders of the Company
contributed $10,000 cash to initially capitalize the Company
in exchange for 100,000 shares of Common Stock.

     The Company then registered a public offering of its
securities to raise funds from such offering with which to
commence business operations.  Pursuant to a Registration
Statement on Form SB-2, Commission File No. 33-89362, which
became effective March 15, 1995, the Company sold 100,000
shares of its common stock to the public at $1.00 per share
and raised gross proceeds of $100,000.  The offering was
completed in August of 1995.

     (b)  Business of Company.

     General

     The Company was formed to engage in the business of
providing custom combine cutting services for grain crops
and other agricultural machine hire services to various
farming operators, primarily in northern Utah and southern
Idaho.  In addition to providing crop cutting services, the
Company acquired a semi-trailer and tractor unit with which
to provide transport and hauling services in connection with
the crop cutting services, as a means of transporting the
harvested crops to granaries and other storage and
processing facilities, and from there to market.

     The Company used the proceeds of the offering to
purchase some of the equipment needed to commence business
operations.  Due to the seasonal nature of the Company's
proposed business, management's intent, if possible, was to
have the offering completed and the proceeds therefrom
received by the Company, and to have entered into
contractual or other arrangements for acquisition of the
equipment, hiring of operators and other personnel, and
providing of crop cutting services, and to have the
equipment and personnel in place and ready to commence
operations by July, 1995.  Because the Company was unable to
complete the offering until August of 1995 and acquire and
have the combines and related equipment in place and ready
to commence operating by the beginning of the 1995 harvest
season, management decided to defer the acquisition of the
combines, but still acquired a semi trailer/tractor unit.
The Company used the trucking equipment to provide transport
and hauling services throughout most of the year for a
variety of goods and commodities.

     Management intended to complete acquisition of the
combines and other harvesting equipment and have them in
place and ready by the beginning of the 1996 harvest season.
However, prior to commencement of the 1996 harvest season,
the chief operating officer of the Company, upon whom the
Company was substantially dependent for the conduct of its
business operations, suffered a serious heart attack
requiring hospitalization and a lengthy convalescence, and
subsequently decided to resign as an officer of the Company.
Due to this setback, the remaining member of management

                            -2-
<PAGE>

decided not to attempt to conduct the grain cutting
operations during the 1996 harvest season, and again
deferred the acquisition of combines and other equipment
necessary for such operations.  However, management does
intend to resume trucking operations during the coming year
and also re-evaluate the combine purchase.  In addition,
management decided to actively seek and pursue other
potential business acquisitions or other opportunities which
the Company might become involved in.  During the latter
half of 1996, the Company became involved in negotiations
with respect to a potential business acquisition, but such
negotiations were unsuccessful.  Management is currently in
the process of negotiating with respect to other potential
business acquisitions but has not reached agreement or
entered into any definitive agreement with respect to any
specific acquisition.  At the present time there is no
assurance that any such agreement will be reached or that
any acquisition will be made.

     Employees

     The Company presently has no full-time employees.

Item 2.   Properties

     The Company presently does not have or need any office
facilities, but uses the home of Mr. Ken Edwards, its Chief
Executive Officer and Secretary/Treasurer, in Ogden, Utah,
as its business address.  The Company will pay for or
reimburse this individual for any additional out of pocket
costs incurred by him in providing these facilities.

Item 3.   Legal Proceedings.

     The Company is not a party to any material pending
legal proceedings and, to the best of its knowledge, no
action by or against the Company has been threatened.

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

     No matter was submitted to a vote of security holders
through the solicitation of proxies or otherwise during the
fourth quarter of the fiscal year covered by this report.

                            PART II

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

     (a)  Market information.

     Although the public offering closed in August, 1995 and
the Common Stock of the Company has been eligible for
trading in the over-the-counter market since that time,
there is no active public trading market, but there have
been published bid quotations of $.01 per share for the
Common Stock of the Company throughout most of that time.

     (b)  Holders.

     As of March 25, 1996, there were approximately 56
record holders of the Company's Common Stock.

                          -3-
<PAGE>
     (c)  Dividends.

     The Company has not previously paid any cash dividends
on common stock and does not anticipate or contemplate
paying dividends on common stock in the foreseeable future.
It is the present intention of management to utilize all
available funds for the development of the Company's
business.  The only restrictions that limit the ability to
pay dividends on common equity or that are likely to do so
in the future, are those restrictions imposed by law.  Under
Nevada corporate law, no dividends or other distributions
may be made which would render the Company insolvent or
reduce assets to less than the sum of its liabilities plus
the amount needed to satisfy any outstanding liquidation
preferences.

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

     The following discussion and analysis should be read in
conjunction with the Company's financial statements and the
notes associated with them contained elsewhere in this
report.

Results of Operations.

     The Company generated a net loss of $13,697 for the
fiscal year ended December 31, 1995.  Even though the
Company commenced limited operations during the year, it was
not able to commence full scale operations because the
public offering of securities to raise funds to commence
operations was not completed in time to have the combines
acquired and in place ready to go by the commencement of the
1995 harvest season.  Management therefore decided to defer
acquisition of the combines until the 1996 harvest season,
but did acquire a semi trailer/tractor unit and commenced
limited operations relating to hauling goods.  To date,
activities have been limited to organizational matters and
the initial, limited commencement of operations, including
the acquisition of the semi trailer/tractor unit and also a
fuel truck and equipment to service and maintain the
combines, and other preliminary matters including
preparation and filing of a registration statement for a
public offering of securities to raise funds.  Management
has also been soliciting potential business.  Although the
Company generated revenues of $11,984 for the year from the
trucking operations, expenditures incurred incident to the
initial start up of operations resulted in total expenses
for the year of $25,566.

     During 1996, the Company continued to engage in limited
trucking operations, from which it generated a loss of
$(43,584).  Operations were limited during this period due
to the fact that management's intent to acquire combines to
commence full scale grain cutting and harvesting operations
during the 1996 harvest season suffered a serious setback
due to the fact that Cleon Edwards, the chief operating
officer of the Company, suffered a heart attack requiring
hospitalization, and decided to resign as an officer of the
Company.  Therefore, the remaining member of management
decided not to attempt to conduct the grain cutting
operations, and acquisition of combines and other equipment
for such operations was again deferred.  However, management
presently intends to resume trucking operations during the
coming year, and also re-evaluate the combine purchase.  In
addition management decided to actively seek and pursue
other potential business acquisitions or other opportunities
which the Company might become involved in.  During the
latter half of 1996, the Company became involved in

                     -4-
<PAGE>

negotiations with respect to a potential business
acquisition, but such negotiations were unsuccessful.
Management is currently in the process of negotiating with
respect to other potential business acquisitions but has not
reached agreement or entered into any definitive agreement
with respect to any specific acquisition.  At the present
time there is no assurance that any such agreement will be
reached or that any acquisition will be made.

Liquidity and Capital Resources.

     The Company was incorporated on June 23, 1994.
Although the Company was incorporated in 1994 it was
inactive from inception and had no operations until after
completion of its public offering in August of 1995.  In
connection with the organization of the Company, in 1994 the
officers and directors of the Company contributed $10,000
cash to initially capitalize the Company in exchange for
100,000 shares of Common Stock.  The Company then filed a
registration statement with the Securities and Exchange
Commission which was declared effective March 15, 1995.
Commencing such date, the Company offered and sold 100,000
shares of common stock and raised gross proceeds of
$100,000.  Net proceeds after offering costs amounted to
$87,996.  These proceeds were used to acquire a semi-
trailer/tractor unit and other assets related to the
Company's business operations.  As of December 31, 1996, the
Company had total assets of $40,450 consisting mostly of
property and equipment acquired in connection with its
business operations.  The Company has no other assets or
commitments with respect to sources of capital, and is
totally dependent upon these assets to provide funding for
the Company until such time that the Company can generate
sufficient revenues from existing operations.  At this time
no assurance can be given with respect to the length of time
that it will be necessary to fund the Company using the
remaining assets.

     The Company will also seek to find potential business
acquisitions or other business opportunities which do not
have significant capital requirements and can be acquired or
entered into through the issuance of additional securities
of the Company or otherwise without cash capital, to provide
additional capital and revenues to the Company.  In all
likelihood, this will involve the issuance of substantial
additional authorized, but previously unissued securities of
the Company, which will dilute the relative ownership of
existing securityholders.  However, at the present time no
assurances can be given with respect to terms of any such
acquisition, that any such acquisition will be made, or when
it might be made.

Item 7.   Financial Statements.

     See attached Financial Statements and Schedules.

Item 8.   Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosure.

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

                              -5-
<PAGE>

                            PART III

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

     (a)  Identify Directors and Executive Officers.

     The following table sets forth the directors, executive
officers  and  other significant employees of  the  Company,
their  ages, and all offices and positions with the Company.
Each  director  is  elected for a period  of  one  year  and
thereafter serves until his successor is duly elected by the
stockholders  and qualifies.  Officers and  other  employees
serve at the will of the Board of Directors.
                          Term Served As  Positions
Name of Director    Age   Director/Offic With Company
                          er             
Ken Edwards          46                  Chief Executive
                          Since          Officer &
Cleon Edwards        65   inception      Secretary/Treasurer
                                         President & Chief
                          1994 to 1996   Operating Officer

      These two individuals have served as management of the
Company.  A brief description of their positions, duties and
their background and business experience is as follows:

      Cleon  Edwards served as President and chief operating
officer  of  the  Company until his recent resignation.   As
such, his duties included primary responsibility for overall
management of the operation and maintenance of the equipment
and   physical  facilities,  supervision  and  training   of
operators, and solicitation of and other continuing  contact
with customers and potential customers.  His experience with
the  agricultural  industry dates  back  to  his  childhood.
Because of the Company's substantial dependence upon him for
the  conduct of its existing business operations, after  his
resignation   due   to   the  medical  problems,   remaining
management  decided  to  scale  back  operations   for   the
remainder of 1996.

      Ken  Edwards serves as Secretary/Treasurer  and  chief
executive or administrative officer of the Company, and  now
is  the  sole remaining member of management of the Company,
and  is presently making plans for the upcoming season.   He
is  responsible  for  all administrative  duties,  including
management of existing operations as well as negotiation  on
behalf  of  the Company with respect to additional potential
business  acquisitions or opportunities  which  the  Company
might  become involved in.  Since 1978, he has worked  as  a
broker,  trader,  and  presently  as  a  consultant  in  the
securities industry.

     Directorships.  None of the Company's directors nor any
person  nominated or chosen to become a director  holds  any
other  directorships in any other company with  a  class  of
securities registered pursuant to Section 12 of the Exchange
Act  or subject to the requirements of Section 15(d) of such
Act or any company registered as an investment company under
the Investment Company Act of 1940.

     (b)  Identify Significant Employees.

     None other than the persons previously identified.

                      -6-
<PAGE>

     (c)  Family Relationships.

     Cleon and Ken Edwards are father and son.

     (d)  Involvement in Certain Legal Proceedings.

     Except as described hereinabove, no officer or director
of  the  Company; 1) has had any petition filed, within  the
past  five  years, in Federal Bankruptcy or state insolvency
proceedings  on  such person's behalf or on  behalf  of  any
entity  of  which  such  person was an  officer  or  general
partner within two years of filing; or 2) has been convicted
in  a  criminal proceeding within the past five years or  is
currently  a named subject of a pending criminal proceeding;
or  3) has been the subject, within the past five years,  of
any  order,  judgment, decree or finding  (not  subsequently
reversed,  suspended or vacated) of any court or  regulatory
authority  involving violation of securities or  commodities
laws,  or  barring, suspending, enjoining  or  limiting  any
activity  relating  to  securities,  commodities  or   other
business practice.

Compliance with Section 16(a) of the Exchange Act

      The Issuer is not subject to the provisions of Section
16(a).

Item 10.  Executive Compensation.

      The  following table contains information with respect
to  all  cash  compensation paid or accrued by  the  Company
during  the  past three fiscal years to the Chief  Executive
Officer  of  the Company.  No officer individually  received
annual cash compensation exceeding $100,000 during the  past
three years.

                   SUMMARY COMPENSATION TABLE

              Annual Compensation    Long Term Compensation
------------------------------------------------------------
Name and                      Restricted Securities   ALL
Principal                       Stock    Underlying   Other
Position  Year Salary   Bonus   Awards   Options/SARS Compen-
                                                      sation
                 ($)     ($)                           ($)
------------------------------------------------------------
CEO  -   1996 $16,275    -0-     -0-        -0-        -0-
Ken      1995 $ 9,000    -0-     -0-        -0-        -0-
Edwards  1994     -0-    -0-     -0-        -0-        -0-
------------------------------------------------------------

1995 Stock Option Plan

      In January 1995, the Board of Directors of the Company
adopted  and  the  present stockholders  approved,  a  Stock
Option  Plan  ("1995 Plan").  The 1995 Plan  authorizes  the
granting  of awards of up to 750,000 shares of Common  Stock
to  the  Company's  key employees, officers,  directors  and
consultants.    Awards  consist  of  stock   options   (both
nonqualified  options  and options intended  to  qualify  as
"Incentive" stock options under Section 422 of the  Internal
Revenue  Code of 1986, as amended), restricted stock awards,
deferred  stock awards, stock appreciation rights and  other
stock-based awards, as described in the 1995 Plan.

                             -7-
<PAGE>

     The 1995 Plan is administered by the Board of Directors
which determines the persons to whom awards will be granted,
the number of awards to be granted and the specific terms of
each  grant, including the vesting thereof, subject  to  the
provisions of the 1995 Plan.

       In  connection  with  qualified  stock  options,  the
exercise price of each option may not be less than  100%  of
the  fair  market value of the Common Stock on the  date  of
grant  (or  110% of the fair market value in the case  of  a
grantee  holding more than 10% of the outstanding  stock  of
the Company).  The aggregate fair market value of shares for
which  qualified stock options are exercisable for the first
time  by  such  employee during any calendar  year  may  not
exceed  $100,000.  Nonqualified stock options granted  under
the  1995 Plan may be granted at a price determined  by  the
Board  of  Directors, not to be less than  the  fair  market
value of the Common Stock on the date of grant.

      The  1995 Plan also contains certain change in control
provisions  which could cause options and  other  awards  to
become immediately exercisable and restrictions and deferral
limitations applicable to other awards to lapse in the event
any  "person,"  as such term is used in Sections  13(d)  and
14(d)  of  the Securities Exchange Act of 1934, including  a
"group"  as defined in Section 13(d), but excluding  certain
stockholders of the Company, became the beneficial owners of
more  than 25% of the Company's outstanding shares of Common
Stock.

Compensation of Directors

     None

Employment  Contracts  and  Termination  of  Employment  and
Change-in-Control Arrangements

      The  Company  has  not entered into any  contracts  or
arrangements  with any named executive officer  which  would
provide   such   individual  with  a  form  of  compensation
resulting from such individual's resignation, retirement  or
any other termination of such executive officer's employment
with  the  Company or its subsidiary, or from  a  change-in-
control  of  the Company or a change in the named  executive
officer's responsibilities following a change-in-control.

Item 11.  Security  Ownership of Certain  Beneficial  Owners
          and Management.

     The following table sets forth certain information with
respect to the beneficial ownership of the Company's  common
stock by each director of the Company, each person known  by
the  Company  to be the beneficial owner of more  than  five
percent  (5%)  of  said securities, and  all  directors  and
executive officers of the Company as a group:

                    Title of   Amount and Nature of     % of
Name  and  Address   Class     Beneficial  Ownership  Class
------------------   ------   ----------------------   -----  
Ken    Edwards       Common       97,200   shares       49%
2593 N. 400 E.
Ogden, UT 84414


                            -8-
<PAGE>

Officers & directors  Common      97,200   shares       49%
as a group (1 person)

ZDN LLC               Common       35,000  shares      17.5%
300 Rector Place, #9N
N.Y., N.Y. 10016

      The foregoing amounts include all shares these persons
are  deemed  to beneficially own regardless of the  form  of
ownership.  See "Certain Transactions."

Cleon Edwards, a former officer, previously held 20,000 shares
of common stock.  Upon his resignation he gifted these shares
to his son Ken Edwards.  These shares are included in the
above table.

Item 12.  Certain Relationships and Related Transactions.

      During  the two most recent fiscal years, the  Company
has   entered  into  certain  transactions  with   officers,
directors  or affiliates of the Company which,  even  though
they may involve conflicts of interest in that they were not
arms'  length  transactions, were believed to  be  fair  and
equitable transactions in the best interest of the  Company.
These transactions include the following:

     In connection with the organization of the Company, its
officers and directors paid $10,000 cash to purchase 100,000
shares of Common Stock at a price of $.10 per share.

     The Company's principal place of business is located at
Cleon  Edwards'  farm  in Malad, Idaho,  which  the  Company
continues  to  have  the  use of as a  base  of  operations,
notwithstanding Mr. Edwards resignation as an officer.   The
machinery  and equipment are kept and maintained  using  the
storage sheds and maintenance facilities located there.  The
Company  is  not required to pay rent for the  use  of  such
facilities,  but does pay for or reimburse Mr.  Edwards  for
any out of pocket costs incurred for repairs or maintenance,
including  the cost of acquiring maintenance equipment  such
as  air  compressors, welders, portable fuel  tanks,  grease
guns, wrenches and other machine service tools.

      The Company presently has no office facilities but the
Company uses as its business address the home address of Mr.
Ken  Edwards  until  such time as the  Company's  operations
expand  and develop to the point where additional facilities
are  needed and the Company has the ability to pay for  such
facilities.  There is presently no formal written  agreement
for  the use of such facilities, and no assurance that  such
facilities will be available to the Company on such a  basis
for any specific length of time.

      The Company has no formal written employment agreement
or  other  contracts  with  its officer,  and  there  is  no
assurance that the services and facilities provided by  this
individual will be available for any specific length of time
in the future.

      Except  as  disclosed in this item, in  notes  to  the
financial  statements  or  elsewhere  in  this  report,  the
Company   is  not  aware  of  any  indebtedness   or   other
transaction  in  which the amount involved  exceeds  $60,000
between  the Company and any officer, director, nominee  for
director,  or 5% or greater beneficial owner of the  Company
or  an  immediate family member of such person; nor  is  the
Company  aware  of any relationship in which a  director  or
nominee  for  director of the Company was also  an  officer,

                           -9-
<PAGE>

director,  nominee  for director, greater  than  10%  equity
owner, partner, or member of any firm or other entity  which
received from or paid the Company, for property or services,
amounts  exceeding 5% of the gross annual revenues or  total
assets of the Company or such other firm or entity.

                            PART IV

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

       (a)   Exhibits  to  this  report  are  all  documents
previously  filed which are incorporated herein as  exhibits
to  this report by reference to registration statements  and
other  reports previously filed by the Company  pursuant  to
the  Securities Act of 1933 and the Securities Exchange  Act
of 1934.

     (b)  Reports on Form 8-K have not been filed during the
last quarter of the fiscal year ended December 31, 1996.




                             -10-
<PAGE>





                           SIGNATURES


In  accordance with Section 12 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


HARVEST E-XPRESS



By:    /s/ Ken Edwards                     Date:  March 26, 1997
     Ken Edwards, CEO, Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


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 the dates indicated.



By:    /s/ Ken Edwards                      Date:  March 26, 1997
     Ken Edwards, CEO, Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


                           -11-
<PAGE>


Supplemental Information to be Furnished With Reports Filed Purs
uant  to  Section 15(d) of the Exchange Act by Non Reporting
Issuers

No  annual  report  or  proxy statement  has  been  sent  to
security holders.


                             -12-
<PAGE>
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                    FINANCIAL STATEMENTS
                              
                      DECEMBER 31, 1996
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
               PRITCHETT, SILER & HARDY, P.C.
                CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>      

                     HARVEST E-XPRESS
                [A Development Stage Company]
                              
                              
                              
                              
                          CONTENTS

                                                          PAGE

        _  Independent Auditors' Report                      1


        _  Balance Sheet, December 31, 1996                  2


        _  Statements of Operations, for the years ended
             December 31, 1996 and 1995 and from inception
             on June 23, 1994 through December 31, 1996      3


        _  Statement of Stockholders' Equity (Deficit),
             from inception on June 23, 1994 through
             December 31, 1996                               4


        _  Statements of Cash Flows, for the years ended
             December 31, 1996 and 1995 and from inception
             on June 23, 1994 through December 31, 1996   5 -6


        _  Notes to Financial Statements                7 - 10


<PAGE>


                PRITCHETT, SILER & HARDY, P.C.
                    430 EAST 400 SOUTH
                 SALT LAKE CITY, UTAH 84111
                      (801) 328-2727

                INDEPENDENT AUDITORS' REPORT



Board of Directors
HARVEST E-XPRESS
Ogden, Utah

We have audited the accompanying balance sheet of Harvest E-
xpress  [a development stage company] at December 31,  1996,
and  the  related  statement  of  operations,  stockholders'
equity and cash flows for the years ended December 31,  1996
and  1995  and  from  inception on  June  23,  1994  through
December  31,  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  audited  by  us
present  fairly,  in  all material respects,  the  financial
position  of Harvest E-xpress as of December 31,  1996,  and
the  results  of its operations and its cash flows  for  the
years  ended December 31, 1996 and 1995 and for the  periods
from inception through December 31, 1996, in conformity with
generally accepted accounting principles.


/S/ PRITCHETT, SILER & HARDY, P.C.

March 4, 1997

<PAGE>

                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                        BALANCE SHEET
                              
                           ASSETS
                              
                                                      December 31,
                                                          1996
                                                    _____________
CURRENT ASSETS:
  Cash in bank                                          $     259
  Note receivable - related party                           1,344
                                                    _____________
        Total Current Assets                                1,603
                                                    _____________

PROPERTY AND EQUIPMENT, net                                38,690
                                                    _____________

OTHER ASSETS:
  Organization costs, net                                     157
                                                    _____________
        Total Other Assets                                    157
                                                    _____________
                                                        $  40,450
                                                    _____________
                              
            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Advance from Shareholder                              $     315
  Accounts payable                                            592
                                                    _____________
        Total Current Liabilities                             907
                                                    _____________

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   200,000 shares  issued and outstanding                     200
  Capital in excess of par value                           97,796
  Deficit accumulated during the
    development stage                                    (58,453)
                                                    _____________
        Total Stockholders' Equity                         39,543
                                                    _____________
                                                        $  40,450
                                                    _____________
                              
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of these financial
                         statements.

                             -2-
<PAGE>

                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                              
                  STATEMENTS OF OPERATIONS
                              
                              
                                                     From Inception on
                                   For the Year Ended  June 23, 1994
                                      December 31,       Through
                            ___________________________December 31,
                                    1996        1995      1996
                            ________________________________________

REVENUE:
  Sales                          $  6,051     $11,984   $  18,035
                            ________________________________________
EXPENSES:
  Amortization and depreciation     6,798       2,662       9,491
  General and administrative       21,045       3,825      26,679
  Operating expenses                3,659       9,098      12,757
  Payroll and related expenses     18,133       9,982      28,115
                            ________________________________________
      Total Expense                49,635      25,567      77,042
                            ________________________________________
OPERATING INCOME (LOSS)          (43,584)    (13,583)    (59,007)
                            ________________________________________

OTHER INCOME (EXPENSE):
  Interest income                   1,232         146       1,378
  Interest expense                  (564)       (260)       (824)
                            ________________________________________
      Total Other Income (Expense)    668       (114)         554
                            ________________________________________
GAIN (LOSS)  BEFORE INCOME TAXES (42,916)    (13,697)         554

CURRENT TAX EXPENSE                     -           -           -

DEFERRED TAX EXPENSE                    -           -           -
                            ________________________________________


NET LOSS                     $     (42,916)  $(13,697)   $ (58,453)
                            ________________________________________

LOSS PER COMMON SHARE            $    (.21)   $   (.10) $    (.38)
                            ________________________________________
                              
The accompanying notes are an integral part of these financial
                         statements.
                              -3-
<PAGE>

                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
              STATEMENT OF STOCKHOLDERS' EQUITY
                              
         FROM THE DATE OF INCEPTION ON JUNE 23, 1994
                              
                  THROUGH DECEMBER 31, 1996
                              
                                                         Deficit
                                                       Accumulated
                                Common Stock Capital in During the
                     _________________________Excess ofDevelopment
                               Shares   AmountPar Value   Stage
                          ____________________________________________
BALANCE, June 23, 1994              -   $    -  $     -   $     -

Issuance of 100,000 shares
  common stock to officers
  and directors for cash,
  June 29, 1994 at $.10 
  per  share                   100,000      100    9,900        -

Net loss for the period
 ended December 31,1994             -        -        -   (1,840)
                          ____________________________________________
BALANCE, December 31, 1994    100,000      100    9,900   (1,840)

Issuance of 100,000 shares
  common stock for cash in
  a public offering at $1.00
  per share, August, 1995,
  net of offering costs of
 $12,004                      100,000       100    87,896       -

Net loss for the year ended
  December 31, 1995                -        -        -      (13,697)
                          ____________________________________________
BALANCE, December 31, 1995    200,000      200   97,796     (15,537)

Net loss for the year ended 
  December 31,1996                 -        -        -      (42,916 )
                          ____________________________________________
BALANCE, December 31, 1996    200,000$       200$   97,796$   (58,453)
                          ____________________________________________
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of these financial
                         statements.

                              -4-
<PAGE>
                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                  STATEMENTS OF CASH FLOWS
                              
                                                      From Inception on
                                   For the Year Ended  June 23, 1994
                                      December 31,         Through
                            ____________________________December 31,
                                    1996        1995      1996
                            ________________________________________
Cash Flows from Operating Activities:
  Net loss                  $     (42,916)  $(13,697)  $  (58,453)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Amortization and depreciation
       expense                       6,958      2,662       9,651
     Changes in assets and liabilities:
       Accounts receivable           3,120    (3,120)           -
       Accounts payable                 45        547         592
       Accrued expenses            (6,208)      6,208           -
                            ________________________________________
        Net Cash (Used) by
          Operating Activities    (39,001)    (7,400)    (48,210)
                            ________________________________________
Cash Flows from Investing Activities:
  Purchase of property and
     equipment                     (6,848)   (41,335)      (48,183)
  Purchase of certificates
     of deposit                     30,145    (30,145)          -
  Decrease increase in note
     receivable                    (1,344)          -      (1,344)
                            ________________________________________
        Net Cash (Used) by
          Investing Activities      21,953    (71,480)   (49,527)
                            ________________________________________
Cash Flows from Financing Activities:
  Proceeds from common stock
     issuance                           -      100,000    110,000
  Stock offering costs                   -    (12,004)    (12,004)
  Increase (decrease) in
      long-term debt               (10,000)     10,000          -
                            ________________________________________
        Net Cash Provided by
          Financing Activities    (10,000)     97,996      97,996
                            ________________________________________
Net Increase (Decrease) in Cash   (27,048)     19,116         259

Cash at Beginning of Period         27,307      8,191           -
                            ________________________________________
Cash at End of Period            $     259     $27,307  $     259
                            ________________________________________





                         [Continued]

                              -5-
<PAGE>

                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                  STATEMENTS OF CASH FLOWS
                              
                         [Continued]
                              
                              
                                                      From Inception on
                                   For the Year Ended   June 23, 1994
                                      December 31,         Through
                            ____________________________December 31,
                                    1996        1995      1996
                            ________________________________________

Supplemental Disclosures of Cash Flow information:
  Cash paid during the period for:
    Interest                     $     563    $   260   $     823
    Income taxes                 $       -    $     -   $       -

Supplemental schedule of Noncash Investing and Financing
Activities:
  For the year ended December 31, 1996:
     None

  For the year ended December 31, 1995:
     None
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of these financial
                         statements.
                              -6-
<PAGE>


                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                NOTES TO FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was organized under the  laws  of
  the State of Nevada on June 23, 1994. The Company is engaged
  in  the  business of grain cutting and custom machine  hire.
  During  the  latter part of 1996, due to the sudden  illness
  and  resignation of the Company's president, the Company did
  not  actively seek truck hauling work during the latter part
  of  1996.   Management does plan, however, to  continue  its
  hauling  operations during the upcoming 1997 harvest season.
  Management  has  also  been  looking  into  other  potential
  business  opportunities  or  investments.   The  Company  is
  considered  a development stage company as defined  in  SFAS
  No.  7.  The Company has, at the present time, not paid  any
  dividends  and any dividends that may be paid in the  future
  will  depend upon the financial requirements of the  Company
  and other relevant factors.
  
  Organization   Costs  -  The  Company  is   amortizing   its
  organization  costs,  which  reflect  amounts  expended   to
  organize  the  Company,  over sixty [60]  months  using  the
  straight line method.
  
  Depreciation  Methods  -  The Company  is  depreciating  its
  property and equipment using the straight line method,  over
  the  estimated  useful lives of the related  assets  ranging
  from 3 to 7 years.
  
  Income Taxes - The Company accounts for its income taxes  in
  accordance with statement of Financial Accounting  Standards
  No.  109  "Accounting for Income Taxes" which  requires  the
  liability approach for the effect of income taxes.
  
  Loss  Per Share - The computation of loss per share is based
  on  the weighted average number of shares outstanding during
  the period presented.
  
  Statement  of Cash Flows - For purposes of the statement  of
  cash  flows,  the Company considers all highly  liquid  debt
  investments  purchased with a maturity of  three  months  or
  less to be cash equivalents.
  
  Accounting   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  asset  and
  liabilities,  the  disclosures  of  contingent  assets   and
  liabilities at the date of the financial statements and  the
  reported amount of revenues and expenses during the reported
  period.  Actual results could differ from those estimated.
  
  Restatement   of  Financial  Statements  -   The   financial
  statements  for all periods presented have been restated  to
  conform  with the accounts and classifications used  in  the
  1996 financial statements.
  
NOTE 2 - NOTE RECEIVABLE - RELATED PARTY
  
  During  the year ended December 31, 1996 the Company made  a
  loan  to  an officer of the Company in the amount of $1,250.
  The  note  receivable earns interest at 10% and  is  due  on
  demand.   Interest of $94 has been accrued at  December  31,
  1996.

                            -7-
<PAGE>
  
                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                NOTES TO FINANCIAL STATEMENTS
  
NOTE 3 - PROPERTY AND EQUIPMENT

  The  following  is a summary of property and  equipment,  at
  cost, less accumulated depreciation:

                                       December 31,
                               ______________________
                                    1996        1995
                                _____________________
       Office equipment            $  4,883   $ 4,034
       Trucks and trailers           42,500    36,500
       Tools                            801       801
                                _____________________
                                     48,184    41,335
       Less Accumulated depreciation(9,494)   (2,599)
                                _____________________
                                   $ 38,690   $38,736
                                _____________________

  Depreciation expense for the years ended December  31,  1996
  and 1995 was $6,695 and $2,599.

NOTE 4 - LONG-TERM DEBT

  At  December 31, 1995, long-term debt consisted of a $10,000
  loan  payable to a bank.  The loan provided for interest  at
  7.75%  per  annum.   The  loan  was  secured  by  a  $10,000
  certificate  of deposit which had a balance  of  $10,145  at
  December  31,  1995.  The loan of $10,000 was paid  in  full
  along with interest during the year ended December 31, 1996.

NOTE 5 - COMMON STOCK
  
  During  August, 1995, the company issued 100,000  shares  of
  common stock in a public offering at $1.00 per share.  Total
  proceeds  of  the  offering  amounted  to  $100,000.   Stock
  offering  costs  of $12,004 were offset against  capital  in
  excess of par value.
  
  Stock Option Plan - In January, 1995, the Board of Directors
  of  the  Company adopted and the stockholders at  that  time
  approved,  a stock option plan.  The plan provides  for  the
  granting  of awards of up to 750,000 shares of common  stock
  to  officers,  directors, consultants  and  employees.   The
  awards  can  consist  of  stock  options,  restricted  stock
  awards, deferred stock awards, stock appreciation rights and
  other  stock-based awards as described in the plan.   Awards
  under the plan will be granted as determined by the board of
  directors.   At  present, no awards have been granted  under
  the plan.
                            -8-
<PAGE>
                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                NOTES TO FINANCIAL STATEMENTS
  
NOTE 6 - INCOME TAXES
  
  The  Company  accounts for income taxes in  accordance  with
  Statement   of  Financial  Accounting  Standards   No.   109
  "Accounting  for  Income  Taxes".   FASB  109  requires  the
  Company to provide a net deferred tax asset/liability  equal
  to  the  expected  future tax benefit/expense  of  temporary
  reporting differences between book and tax and any available
  operating loss or tax credit carryforwards.  At December 31,
  1996,  the  Company  has  available  unused  operating  loss
  carryforwards of approximately $58,000, which may be applied
  against  future  taxable income and  which  expire  in  2009
  through 2011.  The amount of and ultimate realization of the
  benefits  from the operating loss carryforwards  for  income
  tax  purposes is dependent, in part, upon the  tax  laws  in
  effect, the future earning of the Company, and other  future
  events,  the effects of which cannot be determined.  Because
  of  the uncertainty surrounding the realization of the  loss
  carryforwards  the  Company  has  established  a   valuation
  allowance  equal to the tax effect of the loss carryforwards
  and,  therefore,  no deferred tax asset has been  recognized
  for  the  loss  carryforwards.  The change in the  valuation
  allowance is equal to the tax effect of the current period's
  net loss.

NOTE 7 - RELATED PARTY TRANSACTIONS
  
  Management  Compensation - During the years  ended  December
  31,  1996  and  1995, the Company paid $13,276  and  $6,000,
  respectively  in  compensation to its president.   No  other
  officers or directors received any compensation.
  
  Advance  from  Shareholder  -  During  September,  1994   an
  officer/shareholder  of the Company  advanced  $315  to  the
  Company  on  a  non-interest  basis  to  cover  organization
  expenses.   The  amount was still owing to  the  officer  at
  December 31, 1996.
  
  Office Space - The Company has not had a need to rent office
  space.  An officer of the Company is allowing the Company to
  use his address, as needed, at no expense to the Company.
  
  Equipment  Purchase  - During 1996 the  Company  acquired  a
  truck from an officer of the Company for $6,000..
  
  Note Receivable - During 1996 the Company made a loan to  an
  officer in the amount of $1,250.  The loan bears interest at
  10% per annum.
  
                             -9-
<PAGE>

                      HARVEST E-XPRESS
                [A Development Stage Company]
                              
                NOTES TO FINANCIAL STATEMENTS
                              
                              


NOTE 8 - PROPOSED BUSINESS ACQUISITIONS / INVESTMENTS
  
  The Company is looking into potential business opportunities
  or   acquisitions.   During  December,  1996,  the   Company
  verbally  entered into some preliminary agreements  but  the
  proposed   acquisition  was  never   consummated   and   the
  negotiations  were  called off.  The  Company  is,  however,
  continuing to plan for the upcoming 1997 harvest season  and
  intends to continue with its hauling activities.


<PAGE>