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, 1997    Commission File No. 33-93994

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

For the transition period from           to           .

                           FIRST AMERICAN CLOCK CO.            
                (Name of small business issuer in its charter)

           Nevada                                          87-0543565    
State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization                         Identification No.)

             3211 South Highland Drive, Salt Lake City, Utah 84106  
             (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 484-8680


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.  $      0.00 

As of April 14, 1998, the aggregate market value of voting stock held by
non-affiliates was approximately $162,450. 

The number of shares outstanding of the Issuer's common stock at December 31,
1997: 908,300<PAGE>
                                    PART I

Item 1.     Description of Business

      (a)  Business Development.

      First American Clock Co. (the "Company") was recently incorporated under
the laws of the State of Nevada on May 17, 1995.  In connection with the
organization of the Company, the President and founders of the Company
contributed $8,000 cash to initially capitalize the Company in exchange for
800,000 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.  The Company filed with the Securities and Exchange
Commission a registration statement on Form SB-2, Commission File No. 33-
93994, which became effective October 25, 1995.  Pursuant thereto the Company
sold 108,300 shares of its common stock to the public at $.50 per share and
raised gross proceeds of $54,150.  The offering was completed in March, 1996. 
The Company then used the net proceeds from this offering to provide the
working capital necessary to commence business operations.  The Company used
most of the proceeds of the offering to acquire inventory, and has no other
significant assets. However, the Company has not yet generated any revenues
from operations and is still considered a development stage company.  To date,
activities have been limited to organizational matters, the preparation and
filing of the registration statement to register the offering of securities,
the closing of such offering, the acquisition of an initial inventory of
clocks.

      (b)  Business of Company.

      General

      The Company is engaged in the business of purchasing or otherwise
acquiring antique, museum quality clocks and timepieces, principally from
private collectors, for resale.  The Company plans to purchase and resell such
timepieces to museums and other institutions as well as private collectors and
the general public.  There is no assurance that the business of the Company
will be successful, and the Company presently has no plans, commitments or
arrangements with respect to any other potential business venture.  However,
management believes, based on its experience and knowledge in the industry,
that the Company will be able to locate buyers and sellers of such timepieces
and be able to acquire suitable timepieces to buy and sell.

      The President of the Company, Mick Jardine, who has operational
management of the Company, has been engaged in the business of buying and
selling antique timepieces for over twenty years.  Mr. Jardine's experience
includes not only buying and selling but also appraising, repairs and
restorations of antique clocks, including grandfather, wall, mantle and other
pendulum clocks, carriage clocks, pocket and wrist watches and other
timepieces of antiquity.  Mr. Jardine believes that because of his years of
experience in and knowledge of the industry for antique timepieces, as well as
his contacts within the industry, he has the ability to survey known private
collectors and others who presently own antique, museum quality timepieces. 
Mr. Jardine intends to maintain through his contacts an ongoing awareness of
the existing market and supply of such timepieces and identity of collectors
and other owners of such timepieces.  Thereby he intends to be aware whenever
existing museum quality timepieces are available for sale and existing
collectors have the need or desire to liquidate.  He also intends to
periodically travel in Europe and the United States for the purpose of making
direct contact with collectors and others, persuading them to sell, attending
auctions, and inspecting timepieces the Company might potentially be
interested in acquiring.  However, there is no assurance that the business
skills acquired by the President in the general antique clock market will
enable him to buy and sell museum quality antique timepieces, since he has
only limited prior experience in this limited aspect of the more general
antique clock market.  

      The Company will generally acquire museum quality timepieces in good
condition and resell them as a dealer at whatever markup the Company can
negotiate or arrange.  In some instances, the Company may act as a broker in
bringing a buyer and seller together, and charge a fee for such service. 
Included among management's contacts are numerous collectors and others
potentially interested in buying antique timepieces. 

      Management does not intend to utilize credit financing with regard to
the purchase of inventory.  All purchases will be for cash and sales will be
made on the same basis.  In some instances management may accept from
potential buyers deposits of 10% to 20% of the asking price to hold the
proposed sale for a period not to exceed 30 days.

      Historical Background of The Industry

      Mechanical clocks came into existence centuries ago and are the only
machines that have remained relatively unchanged; they are being made
essentially the same way now as they were when first invented.  The
application of electricity and electronics to timekeeping nearly spelled the
death of the mechanical timekeeper that had regulated man's actions for
several hundred years, but recently there has been a revival of interest in
traditional clocks and watches.  Since modern production emphasizes function
and low cost manufacture as well as planned obsolesence, many contemporary
clocks and timepieces perform reasonably well, but are short lived and lack
aesthetic appeal.  This has led to a growing awareness that timepieces were
formerly considered not only practical devices, but also decorative, artistic
objects.  Combined with their historic and nostalgic appeal, this has led to
an interest in the preservation of antique timepieces as an art form and as
collectors items, which in turn has resulted in an industry centered around
the buying and selling of such items as well as their repair and restoration. 

      The decorum of clocks was determined by the tastes and styles of the
times in the various countries, principally in Europe, where clockmaking began
to develop as early as the Thirteenth Century, with the invention and
production of wheel clocks.  The tower clock soon proclaimed the time in
cathedrals and on town halls.  In succeeding centuries, the characteristic
structures of these monumental clocks were miniaturized, and through the
invention of the coiled steel spring, clocks could be made smaller and
portable while still functioning as timepieces.  By the mid Seventeenth
Century, clocks and watches were taken for granted as accessories.  Their
indication of time had become familiar to all; division and regulation of the
hours had become an accepted part of community and household life.  

      The art and science of clockmaking, which was developed and passed on
from generation to generation in the guilds of medieval Europe, was
substantially assisted and improved with the development of state supported
research institutions to promote advancement of the arts and sciences, such as
the Royal Society in London (1660) and the Academie Royale des Seiences in
Paris (1666).  The invention of the pendulum as a device for more accurate
timekeeping heralded much better timekeeping devices as well as the creation
of new case forms to house this newly shaped mechanism.  The clockmaker, who
only built the movements, was no longer responsible for this clock furniture
that now became a part of the decoration of rooms; others now made the
artistic designs for the cases as part of an aesthetic system determined by
aritists.  Pendulum clocks were housed not only in large, floor standing
grandfather type cases, but also as highly decorative and ornamented wall
mounted clocks and mantlepiece clocks.  The industrial revolution had
tremendous effects on lifestyles, resulting in a wealthy class that demanded
finely finished articles that were both useful and decorative.  In the
Eighteenth and Nineteenth Centuries, clockmakers began making miniature clocks
intended for travel, using balance wheels or other mechanisms capable of
withstanding the jolting motion of carriages.  These eventually were produced
as highly complex, superbly finished and beautifully encased portable clocks
which came to be known as carriage clocks.

      Competition and Markets

      The Company will operate in a highly competitive environment.  The
market for antique, museum quality clocks and timepieces is very specialized
and limited and is composed of a very small number of private collectors,
museums and other institutions.  The existing supply of such timepieces is
also very small, is finite and nonreproducible.  There is no assurance the
Company will be able to persuade present owners of existing timepieces to
sell, or locate interested buyers, nor any assurance with respect to the
prices at which such persons may be willing to buy or sell.

      Advertising and Marketing Strategy

      The Company intends to market its services primarily through direct
contact with and solicitation of known potential customers whom members of
management are personally acquainted with or who are known within the
industry.  The Company may also solicit business by selectively placing
advertisements in trade publications to reach potential customers management
is not personally acquainted with.  

      Employees

      The Company presently has no employees, and does not presently
anticipate the need to hire employees upon completion of the offering.  

Item 2.     Properties

      General.

      The Company presently has no office facilities but for the time being
will have the use of the retail office facilities of Mr. Mick Jardine, its
President, in Salt Lake City, Utah, on a rent free basis as its principal
place of business for the time being.  Management does not intend to seek
other office arrangements unless and until the Company's business requires
more extensive facilities, which is not anticipated in the foreseeable future. 

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 has been threatened by or against the
Company.

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.  

      The Company's public offering was not closed until late March, 1996. 
The Common Stock of the Company did not begin trading in the over-the-counter
market until April of 1997. However, any trading has been very limited and
sporadic, and there has not been an active public trading market for the
securities of the Company.  The following sets forth high and low bid price
quotations for each calendar quarter during the last fiscal year, since
trading began.  Such quotations may represent interdealer prices, without
retail markup, markdown or commission, and may not represent actual
transactions.

Quarter Ended                       High                    Low

June 30, 1997                       1.50                    1.125
September 30, 1997                  2.25                    1.375
December 31, 1997                   1.81                    1.75

      (b)  Holders.  

      As of April 14, 1998, there were 22 record holders of the Company's
Common Stock. 

      (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 or Plan of Operation.

      The Company was incorporated on May 17, 1995.  The Company has not yet
generated any revenues from operations and is considered a development stage
company.  To date, activities have been limited to organizational matters, the
preparation and filing of the registration statement to register a public
offering of its securities, pursuant to which the Company offered and sold
108,300 shares of common stock and raised gross proceeds of $54,150, the
closing of such offering and the acquisition of initial inventory and
commencement of limited operations.  The Company has no significant assets
other than the inventory initially acquired with the net proceeds from the
offering. 

      The Company used most of the net proceeds from the offering to acquire
antique, museum quality clocks, watches and other timepieces for resale.  A
portion of the proceeds was also used to provide initial working capital for
the commencement of operations of the Company's business.  Management's plan
of operation for the next twelve months is to attempt to arrange suitable
resales of the existing inventory to generate revenues from operations and
provide sufficient proceeds to acquire additonal items of inventory.  The
Company was formed to engage in the business of retailing and/or wholesaling
unusual and unique timepieces of museum quality.  The Company has acquired and
intends to acquire antique, museum quality timepieces that heretofore have not
been available to the general buying public, and market such timepieces to
museums or other institutional buyers, private collectors and the general
public.  This is based solely on management's belief that in some instances
the timepieces it may acquire are presently in the hands of private collectors
who are not holding them out for sale to the general public.  In the event the
Company acquires such pieces but does not, in any instance, have a prearranged
buyer, it would make such items available for sale to the general public
through Mr. Jardine's retail business. 

      There is absolutely no assurance that the business will succeed and that
the Company will be able, with the proceeds of the offering, to find and
acquire the type of antique, museum quality clocks and timepieces that it
desires to acquire or will be able to find purchasers for and arrange suitable
resales of the inventory it has already acquired.  Although the Company has
been able to acquire an inventory of clocks, it has thus far been unable to
arrange suitable resales of any of these clocks.  Management now believes the
clocks will need to be held for an indefinite period of time before such
resales can be arranged; therefore the Company has reclassified the clocks
from the current asset of inventory to an investment.  Also, some clocks have
been damaged in transit or otherwise become impaired; therefore the Company
has taken a $9,000 write down of its investment.  In the event the proposed
business is unsuccessful, there is no assurance the Company could successfully
become involved in any other business venture.  The Company presently has no
plans, commitments or arrangements with respect to any other business venture.

      Mr. Jardine, the President and sole officer and director, is aware and
has inquired of several dozen persons known to him to be interested in buying
museum quality antique timepieces and is aware of more than a dozen collectors
who are interested in selling pieces from their collections, including
individuals in both the United States and Europe with extensive collections. 
Mr. Jardine is also aware of auctions, shows and other events where buying and
selling takes place which he plans to attend to the extent funds permit. 
Based on this, as well as his general knowledge of the industry, Mr. Jardine
believes that the Company will be able to find and acquire the necessary
timepieces to have suitable inventory to market.  Mr. Jardine intends to
investigate the museum quality antique timepiece market in both the United
States and Europe, and believes that with his 25 years of experience in
purchasing and selling antique clocks in the United States and Europe that the
Company should be able to find sufficient inventory to acquire and market. 
However, there is no assurance that the business skills acquired by the
President in the general antique clock market will enable him to buy and sell
museum quality antique timepieces, since he has only limited prior experience
in this limited aspect of the more general antique clock market.  (See
"Management"). 

      At this time, no assurances can be given with respect to the length of
time that it will be necessary to fund operations from proceeds of the
offering.  If the Company is unable to generate sufficient revenues from
operations to cover expenses, it will have to seek additional debt or equity
financing for which it has no commitments.  

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. 

                                   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 sole director and executive officer
of the Company, his age, and all offices and positions with the Company.  A
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/Officer  With Company

Mick Jardine       52   Since inception   President & Secretary/Treasurer 

A brief description of his background and business experience is as follows:

      Mick Jardine serves as President, Secretary/Treasurer and Director of
the Company.  Mr. Jardine attended college from 1964 to 1968 and served in the
U.S. Army from 1968 to 1971.  While in the Army stationed in Germany, Mr.
Jardine worked with a German clockmaker, from whom he learned about
clockmaking, including antique clocks, their valuation, repair and
restoration.  Since 1971, Mr. Jardine has been self employed in the retail and
wholesale clock business.  Throughout that period of time, his business has
included importing and exporting and the acquisition, resale and restoration
of antique clocks from Europe and elsewhere.  Antique clocks constitute the
bulk (approximately ninety percent) of Mr. Jardine's business, and museum
quality antique clocks have accounted for approximately ten percent of the
business.  Mr. Jardine currently resides and maintains a retail and wholesale
antique clock business based in Salt Lake City, Utah.

      The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.

      (b)  Identify Significant Employees.

      None other than the person previously identified.

      (c)  Family Relationships.

      None

      (d)  Involvement in Certain Legal Proceedings. 

      Except as described hereinabove, no present 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 Company was only recently incorporated, has not yet commenced
planned operations and has not paid any compensation to its executive officer
or director to date.  

      Proposed Compensation.  The sole officer/director will be entitled to
reimbursement of any out of pocket expenses reasonably and actually incurred
on behalf of the Company.  Initially, it is anticipated that the officer will
only devote a portion of his time to the affairs of the Company.  He will not
be employed full time and will not receive a regular salary, wage or other
cash compensation for his time, unless and until the Company's business
operations develop to the point where a full time or other extensive time
commitment is required.  The Company presently has no formal employment
agreements or other arrangements or understandings with the officer regarding
the commitment of time or the payment of salaries or other compensation. 
However, the officer is prepared to devote such time as may be necessary to
the development of the Company's business.  

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 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    Percent
Name and Address         Class      Beneficial Ownership    of Class

Mick Jardine             Common       500,000 shares        55%
3211 S. Highland Dr.
Salt Lake City, UT 84106

Lynn Dixon               Common       300,000 shares        33%
311 S. State, #460
Salt Lake City, UT 84111

All officers & directors Common       500,000 shares        55%
as a group (1 person)

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

Item 12.    Certain Relationships and Related Transactions.

      The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:

      In connection with the organization of the Company, its founding
shareholders paid an aggregate of $8,000 cash ($5,000 from Mr. Jardine and
$3,000 from Mr. Dixon) to purchase 800,000 shares of Common Stock of the
Company at a price of $.01 per share.  

      The Company presently has no office facilities but for the time being
the Company will use as its principal place of business the retail shop and
office facilities of Mr. Mick Jardine on a rent free basis, until such time as
the business operations of the Company may require more extensive facilities
and the Company has the financial ability to rent commercial office space. 
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.  Mr. Jardine anticipates initially
devoting up to approximately 20% of his time to the affairs of the Company. 
If and when the business operations of the Company increase and a more
extensive time commitment is needed, Mr. Jardine is prepared to devote more
time to the Company, in the event that becomes necessary.  

      The clocks and other inventory will be kept and maintained at the office
and retail shop maintained by Mr. Jardine in Salt Lake City, Utah.  The
Company will not be required to pay rent for the use of such facilities, but
will pay for or reimburse Mr. Jardine for any additional out of pocket costs
incurred for storage, repairs or maintenance, including the cost of insurance,
if additional insurance is required over and above the amount customarily
maintained by Mr. Jardine.  Travel and other expenses will be allocated to
whichever business they are specifically attributable.  Any expenses
attributable to both will be allocated between the Company and Mr. Jardine's
business.  Depending upon the particular facts and circumstances in each
instance, the determination of any allocation will be based on such factors as
the purpose of the expense and the relative amount of business done for each. 

      The Company has no formal written employment agreement or other
contracts with its President, and there is no assurance that the services and
facilities to be provided by Mr. Jardine will be available for any specific
length of time in the future.  The amounts of  compensation and other terms of
any full time employment arrangements with Mr. Jardine would be determined if
and when such arrangements become necessary.  

      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, 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, 1997.<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.


FIRST AMERICAN CLOCK CO.



By:     /s/ Mick Jardine                     Date:  April 14, 1998         
      Mick Jardine, President and 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/ Mick Jardine                     Date:  April 14, 1998         
      Mick Jardine, President and Secretary/Treasurer
      Chief Executive Officer and 
      Chief Financial Officer




<PAGE>
    Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

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

<PAGE>
                              















                   FIRST AMERICAN CLOCK, CO.
                 (A Development Stage Company)
                                
                      FINANCIAL STATEMENTS
                                
         FOR THE YEAR ENDED DECEMBER 31, 1997 AND 1996
                                
                              AND
                                
                  INDEPENDENT AUDITOR'S REPORT
                                
                                
                                
                                <PAGE>
                    FIRST AMERICAN CLOCK CO.
                 (A Development Stage Company)
                                
                                
                            CONTENTS
                                
                                                      Page
                                
                                

Independent Auditor's Report                                1

Balance Sheets                                              2

Statements of Operations                                    3

Statement of Stockholder's Equity                           4

Statements of Cash Flows                                    5

Notes to Financial Statements                               6


<PAGE>




                                

Independent Auditor's Report

To the Board of Directors
FIRST AMERICAN CLOCK, CO.
Salt Lake City, Utah
     
I have audited the accompanying balance sheets of First American Clock Co.
(a development stage company) as of December 31, 1997 and 1996, and the
related statements of operations, stockholders' equity, and cash flows for
the years  then ended and for the period from inception (May 17, 1995) to
December 31, 1997. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on the
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements refereed to above present fairly, in
all material respects, the financial position of First American Clock Co.,
as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended and from inception (May 17, 1995) to
December 31, 1997 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 shown in the financial
statements, the Company is in the development stage and has incurred a net
loss of $14,149 for 1997 and has incurred net losses since inception. At
December 31, 1997, the Company has only $291 of cash available to pay
operating expenses. These factors, and the others discussed in Note 4 raise
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustment relating to
the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the
Company cannot continue in existence.

                                      /s/ David T. Thomson, P.C.

Salt Lake City, Utah
February 17, 1998
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)

 BALANCE SHEET               

ASSETS                       
                              December 31, December 31,
                                  1997         1996
                               ______________________
CURRENT ASSETS:                                      
     Cash in bank                     $291       $410
     Inventory                           0     42,500
                               ___________ __________

          Total Current Assets         291     42,910
                               ___________ __________
OTHER ASSETS:                                        
     Organization costs, net           587        787
of amortization of $413 and $213
     Investment in clocks           33,500          0
                               ___________ __________

          Total Other Assets        34,087        787
                               ___________ __________

TOTAL ASSETS                       $34,378    $43,697                       
                               =========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY                 

CURRENT LIABILITIES:                                 
     Accounts payable                  $62         $0
     Franchise tax payable             100          0
     Accrued interest payable           78         10
     Refund due customer             3,350          0
     Stockholder advances            2,250      1,000
                               ___________ __________

      Total Current Liabilities      5,840      1,010
                               ___________ __________
STOCKHOLDERS' EQUITY:                                                       
     Preferred stock; $.001
par value, 5,000,000 shares
authorized,no shares issued              0          0                       
and outstanding            
     Common stock; $.001 par
value, 50,000,000 shares                                                    
authorized,908,300 and 908,300         908        908                       
shares issued and outstanding
 Capital in excess of par value     45,753     45,753 
     Earnings (deficit)            (18,123)    (3,974)
accumulated during the
development stage
                               ___________ __________

      Total Stockholders' Equity     28,538    42,687
                               ___________ __________

TOTAL LIABILITIES AND              $34,378    $43,697
STOCKHOLDERS' EQUITY                                 
                               =========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
FIRST AMERICAN CLOCK CO.
(A Development Stage Company)

STATEMENT OF OPERATIONS

                                              From Inception
                                For      For  (May 17, 1995)
                                the      the        to   
                                Year     Year  December  31,
                                December  31,    
                                1997     1996    1997  
                               ________________________      
REVENUES:                                              

     Interest                       $0      $49     $94
                               ________________________      

EXPENSES:                                              
     Bank charges                   66      168     288
     Amortization expense          200      150     412
     Professional fees           4,233    2,160   6,393
     License and fees              582      745   1,327
     Travel                          0      719     719
     Interest                       68       10      78
     Investment write-down       9,000        0   9,000
                               ________________________      

          Total Expenses        14,149    3,952  18,217
                               ________________________      

NET INCOME ( LOSS)             (14,149) (3,903) (18,123)
                               ========================      

EARNINGS (LOSS) PER SHARE       $(0.02)  $(0.00) $(0.02)
                               ========================      

The accompanying notes are an integral part of these financial statements.
<PAGE>
FIRST AMERICAN CLOCK CO.                              

(A Development Stage Company)                         

STATEMENT OF STOCKHOLDERS' EQUITY                     

                                                                    Earnings
                                                                     (Loss) 
                                                                   Accumulated
                                                       Capital in  During the
                                        Common Stock    Excess of  Development
                                        Shares  Amount  Par Value     Stage
                                       ____________________________________

BALANCE, May 17, 1995 (inception)            0      $0        $0         $0

Shares issued to initial stockholders
 for cash, May 17, 1995 at $.01 per 
 share                                 800,000     800     7,200          0

Net income (loss) from May 17, 1995
(inception) to December 31, 1995             0       0         0        (71)
                                       ____________________________________

BALANCE, December 31, 1995             800,000    $800    $7,200       $(71)

Shares issued to the public at 
$.50 per share, March 1996             108,300     108    54,042          0

Direct costs of public offering              
of common stock                              0       0   (15,489)         0

Net income (loss) for the year 
  ended December  31, 1996                   0       0         0     (3,903)
                                       ____________________________________

BALANCE, December 31, 1996             908,300     908    45,753     (3,974)

Net income (loss) for the year 
  ended December 31, 1997                    0       0         0    (14,149)
                                       ____________________________________

BALANCE, December 31, 1997             908,300    $908   $45,753   $(18,123)
                                       ====================================



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

<PAGE>
FIRST AMERICAN CLOCK, CO.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
                                                               From Inception
                                        For the      For the   (May 17, 1995)
                                        Year Ended   Year Ended       to
                                        December 31, December 31, December 31,
                                           1997         1996         1997
                                        _____________________________________
INCREASE (DECREASE) IN CASH

CASH FLOWS FROM OPERATING ACTIVITIES
  Deposit due customer                       $3,350        $0    $3,350
  Interest income                                 0        49        94
  Bank charges                                  (67)     (168)     (289)
  Cash paid for organization expenses, 
   supplies and services                     (4,652)   (4,123)   (9,275)
                                              _________________________
     Net Cash (Used) by Operating Activities (1,369)   (4,242)   (6,120)
                                              _________________________
CASH FLOWS FROM INVESTING ACTIVITIES                 
  Investment in clocks                            0   (42,500)  (42,500)
                                              _________________________
     Net Cash (Used) by Investing Activities      0   (42,500)  (42,500)
                                              _________________________
CASH FLOWS FROM FINANCING ACTIVITIES                 
  Sale of common stock                            0    54,150    62,150
  Deferred offering costs                         0    (8,854)  (15,489)
  Stockholder advances                        1,250     1,000     2,250
                                              _________________________
     Net Cash Provided (Used) by 
       Financing Activities                   1,250    46,296    48,911
                                              _________________________

NET INCREASE (DECREASE) IN CASH                (119)     (446)      291

CASH  -  BEGINNING OF PERIOD                    410       856         0
                                              _________________________

CASH  -  END OF PERIOD                         $291      $410      $291
                                                =======================
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES 

NET INCOME (LOSS)                          $(14,149)  $(3,903) $(18,123)
                                             __________________________
Adjustments to reconcile net income (loss)
 to net cash provided (used) by operating 
 activities 
   Amortization                                 200       151       413
   Investment writedown                       9,000         0     9,000
   Change in assets and liabilities
     Organization costs                           0      (500)   (1,000)
     Accrued interest payable                    68        10        78
     Accounts payable                           162         0       162
     Refund due customer                      3,350         0     3,350
                                              _________________________

       Total Adjustments                     12,780      (339)   12,003
                                             __________________________
NET CASH (USED) BY OPERATING ACTIVITIES     $(1,369)  $(4,242)  $(6,120)
                                              =========================
The accompanying notes are an integral part of these financial statements.<PAGE>
                   FIRST AMERICAN CLOCK, CO.
                 (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 May 17, 1995, and has elected a fiscal year end of
     December 31st.  The Company has not commenced planned principle
     operations and is considered a development stage company as defined in
     SFAS No. 7. The Company has sold common stock to raise funds so it can
     engage in the business of purchasing  or otherwise acquiring antique,
     museum quality clocks, watches and other timepieces for resale. 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 requirement of the Company and other relevant factors. The
     Company has purchased antique clocks which it is presently holding for
     investment and resale.

     Net income per Share  -  The computation of net income (loss) per
     share of common stock is based on the weighted average number of
     shares outstanding during the period presented.

     Organization Costs  -  The Company will amortize its organization
     costs, which reflect amounts expended to organize the Company, over
     sixty (60) months using the straight-line method.

     Income Taxes  -  Due to continued operating losses at December 31,
     1997 and 1996, no provision for income taxes has been made.  There are
     no deferred income taxes resulting from income and expense items being
     reported for financial accounting and tax reporting purposes in
     different periods. The Company has a net operating loss carryforward
     of $18,123. Of which $14,149, $3,903 and $71 will expire in the years
     2012, 2011 and 2010, respectively. A valuation allowance of $2,718 has
     been established for those tax credits which are not expected to be
     realized. This allowance increased $2,122 and $585 in 1997 and 1996
     respectively.

     Cash and Cash Equivalents  -  For purposes of the statement of cash
     flows, the Company considers all highly liquid debt instruments
     purchased with a maturity of three months or less to be cash
     equivalents.  At December 31, 1997 and 1996 the Company did not have
     non-cash investing and financing activities.
     
     Use of 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.
     
     Earnings Per Share  -  The computation of earnings per share is based
     on the weighed average number of shares outstanding during the period.
     The Company does not have common stock equivalents.

<PAGE>
                    FIRST AMERICAN CLOCK CO.
                 (A Development Stage Company)
                                
                 NOTES TO FINANCIAL STATEMENTS

NOTE   2  -  COMMON STOCK TRANSACTIONS

     The Company was formed through the issuance of 800,000 shares of common
     stock for $8,000.

     The Company filed and completed a registration statement thought which
     it offered a minimum of 100,000 shares to a maximum of 200,000 shares of
     the Company's common stock to the public at $.50 per share for a total
     of $50,000 (minimum) to $100,000 (maximum). The offering was managed by
     the Company and the shares were offered and sold by the officer of the
     Company, without any discounts or other commission. The registration
     statement became effective October 25, 1995 and the Company completed the
     offering of its common stock during March 1996. The Company sold 108,300
     shares of its common stock to the public at $.50 per share and raised
     gross proceeds of $54,150. Costs of the offering was $15,489.

NOTE   3  -  RELATED PARTY TRANSACTIONS

     An officer of the Company is providing office space to the Company on a
     rent free basis. As of December 31, 1997 and 1996 no compensation has
     been paid or accrued to any officer or directors of the Corporation.

     A stockholder of the Company has advanced $2,250 to the Company to be
     used for operating capital. The loan is short term, unsecured and it is
     anticipated that it will be repaid as soon as funds are available. The
     Company is accruing interest on the loan at 6%.
                             
NOTE   4  -  GOING CONCERN

     The accompanying financial statement have been prepared in conformity
     with generally accepted accounting principles, which contemplates
     continuation of the Company as a going concern. However, the Company has
     generated operating losses since inception. In addition, the Company has
     limited working capital and has all of its operating capital tied up in
     its investments in clocks. The Company has had to borrow from a
     stockholder to pay certain operating expenses.

     In view of these matters, the ongoing existence of the Company is
     dependent upon the Company's ability to meet its operating and debt
     repayment requirements, and the success of its future operations through
     the sale of its investment in clocks. Management believes that actions
     presently being taken to sell the investment in clocks and keep
     expenditures to a minimum provide the opportunity of the Company to
     continue as a going concern.

NOTE   5  -  CONCENTRATIONS

     All future income is to come from the sale of antique time pieces.  Also,
     all sales are generated from the Salt Lake City, Utah area. The Company's
     clocks are an antique specialty item with a small number of buyers or
     others who may deal in clocks of this type. Due to the above, the Company
     could find it difficult to sell its investment quickly and may have  to
     hold  on  to the clocks for a long period of time (See Note 6).

<PAGE>
                    FIRST AMERICAN CLOCK CO.
                 (A Development Stage Company)
                                
                 NOTES TO FINANCIAL STATEMENTS

NOTE   6  -  INVESTMENT IN CLOCKS

     Due to the fact that the Company has yet to complete a sale of any of its
     clocks and the fact that management believes that the clocks may have to
     be held on a long-term basis before being sold, the clocks purchased by
     the Company have been reclassified in the financial statements from
     inventory to a long-term investment. The investment in the clocks are
     being shown at cost less any writedown to market value or to represent
     other losses. (See below) Management believes the clocks purchased which
     are antique French mantle clocks, will only appreciate in value, but may
     have to be held on a long-term basis to be sold at a profit.

     During the year a clock was sold and was damaged while being shipped and
     is presently being held at a dealer in San Francisco, California. It is
     management's intention to have the clock returned, repaired and then
     sold. Until the clock is returned and the final cost of the damage can
     be ascertained, the Company has written down the cost of the clock to
     zero. The clock was purchased for $5,500. Since the clock will be
     returned and the sale transaction is terminated, the Company has recorded
     a liability on its financial statements of $3,350 for money due back to
     the purchaser of the clock.

     Also, another clock was sent out to a restorer of clocks to be cleaned
     up and prepared for sale. The clock has not been returned from the
     restorer and is still in the his possession. To date, efforts to have the
     clock returned form the restorer have been unsuccessful. Until the clock
     is returned, management has decided to write down the clock to zero. The 
     cost of the clock was $3,500.

     The total writedown of clocks as explained above is $9,000 and is shown
     as an expense in the accompanying statement of operations at December 31,
     1997.