CONFORMED COPY

                            FORM 10-KSB

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549


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

For the fiscal year ended March 31, 1997

       OR

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

For the transition period from __________________to __________________
         

Commission file number 33-37751-D


                          FIELDCREST CORP.                     
---------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

            Delaware                             84-1130229             
-----------------------------------------------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
 incorporation or organization)

2111 Canyon Crest Avenue, San Ramon, California            94583     
---------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)   

                         (503) 626-3739
-----------------------------------------------------------
       (Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (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 such shorter period that 
the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for at least the past 90 days.

Yes   X           No      
    -----            -----
Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K.  [X]

As of May 31, 1997, the aggregate market value of the 14,867,000 shares 
of voting stock held by non-affiliates of the registrant was 
approximately $148,670.

The number of shares outstanding of the registrant's only class of 
common stock, as of May 31, 1997, was 38,429,000.

Registration Statement 33-37751-D, as amended, is incorporated into 
Part I of this Report.

Exhibit Index is located at Page 11.

<PAGE>

PART I

ITEM 1.   BUSINESS

General

Fieldcrest Corp. (the "Registrant" or the "Company") was incorporated 
in 1989 under the laws of the State of Delaware for the primary purpose 
of seeking out acquisitions of properties, businesses, or merger 
candidates, without limitation as to the nature of the business 
operations or geographic area of the acquisition candidate.  From its 
inception through August of 1991, however, the Company's activities 
were directed primarily toward the obtaining of capital with which to 
pursue the business plan summarized in the preceding sentence.

In August of 1991, the Company completed the initial public offering of 
its securities (the "Offering").  The Offering raised gross proceeds of 
$47,250 upon the sale of 4,725,000 units of the Company's securities.  
Such units consisted of common stock and common stock purchase 
warrants.  

Following the completion of its Offering, the Company began the process 
of identification and evaluation of prospective acquisition candidates.  
That process has included the solicitation of information from a 
variety of sources within the general financial community as well as 
from contacts established by management.  The process is described more 
fully in the Company's Registration Statement, which is incorporated 
herein by this reference. 

Pursuant to the Colorado Securities Act, $19,440 of the proceeds of the 
Offering was deposited into an escrow account.  The funds were to be 
released to the Company only upon satisfaction of the condition (the 
"Escrow Condition") that at least fifty per cent of the gross proceeds 
of the Offering be committed to one or more specific lines of business 
by no later than the fourth anniversary of the effective date of the 
Company's prospectus.  The Escrow Condition had not been satisfied as 
of the fourth anniversary, or by February 12, 1995, and, accordingly, 
the Company distributed those funds pro rata to those persons who were 
owners of the shares of common stock purchased in the Offering.  See 
"Liquidity and Capital Resources" under Item 7, Management's Discussion 
and Analysis of Financial Condition and Results of Operations, in Part 
II, below.

Employees

The Company has no full time employees.  Its sole executive officer 
devotes as much time as is necessary to conduct the Company's business.  
See "Item 11.  Executive Compensation."


ITEM 2.   PROPERTIES

The Company has been provided office space in the home of its 
President.  The Company pays no rent for such space.


<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

The Company is not a party to any threatened or pending legal 
proceedings.


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

No matters were submitted to a vote of security holders during the 
fourth quarter of the fiscal year ended March 31, 1997.


PART II


ITEM 5.   MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS

To the best of management's knowledge, the Company's units and common 
stock were listed for trading on the Nasdaq Electronic Bulletin Board in the 
first calendar quarter of 1996.  Since the date of its listing 
the only bid price for common stock, as reported by the 
Company's principal market maker, has been $.01. 

At May 31, 1997, the Company had approximately 30 shareholders of 
record.  The Company has not paid any dividends on its common stock and 
does not expect to pay a cash dividend in the foreseeable future.


ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Liquidity and Capital Resources  

The Company completed the initial public offering of its securities in 
August of 1991, receiving gross proceeds of $47,250.  Total costs of 
the offering amounted to $26,016.  The net proceeds of the offering, 
therefore, amounted to $21,234.  

Pursuant to the Colorado Securities Act and based upon actual and 
estimated offering costs, $19,440 of that amount was deposited into 
escrow.  By law, funds could not be released from the escrow to the 
Company until such time as the Company devoted to an identified 
business an amount equal to or greater than 50% of the gross proceeds 
of the offering.  Moreover, the escrowed funds were to be distributed 
pro rata to the then holders of shares of common stock purchased in the 
offering (the "Shares") upon the second anniversary of the effective 
date of the Company's prospectus, unless the escrow was extended by a 
majority vote of the holders of those Shares.  The escrow could not, in 
any event, be extended beyond a period of four years from the effective 
date of the Company's prospectus (February 12, 1991).

<PAGE>

The Company had not, as of the fourth anniversary of the effective date 
of the prospectus (February 12, 1995), entered into any arrangement 
that would satisfy the condition to the release of the escrowed funds.  
Accordingly, management has distributed the escrowed funds to the 
holder of Shares on a pro rata basis.

The Company remains in the development stage and, since inception, has 
experienced no significant change in liquidity or capital resources or 
stockholder's equity other than the receipt of net proceeds from its 
public offering, a minimal amount of inside capitalization funds, and 
the distribution of escrowed funds as described in the preceding 
paragraph.  As of March 31, 1997, the Company had on deposit 
unrestricted cash of $1,673 available for use.   

Following an analysis of the Company's year-end financial condition, 
management has determined that the Company's liquid assets will not be 
sufficient to meet the Company's needs for the fiscal year ending March 
31, 1998.  The perceived needs fall into two categories.  First, there 
was a need to pay the Company's current liabilities of $235 at year 
end.  Second, an evaluation of the Company's historical operating costs 
along with an anticipated reduction of certain expenses in the current 
year showed that an aggregate of approximately $3,500 could be expected 
to be needed to cover the Company's reporting obligations under the 
Securities Exchange Act of 1934, as amended, and the Company's other 
general and administrative expenses for the 1998 fiscal year.

Thus, management determined that the Company needs an aggregate of 
approximately $3,700 in cash during the year ending March 31, 1998, to 
cover current liabilities and anticipated expenditures.

As a result, the Company's cash resources are projected to be 
inadequate to cover its anticipated needs for the current year.  In 
response to this shortage, to obtain the additional cash resources 
potentially required for the 1998 fiscal year, the Company expects to 
seek capital in the form of equity contributions or loans from its 
founding stockholders.  The Company, however, does not have any formal 
arrangements under which such financing would be available.

Should the Company fail to complete a business combination before the 
end of fiscal 1998, the Company expects to meet its future expenses by 
obtaining additional capital from the Company's founding stockholders 
as described above. 

Except as described above, the Company anticipates that its capital 
needs will be minimal until it shall have identified a business 
opportunity with which to combine.  In pursuing a combination 
transaction, however, the Company is likely to incur significant 
additional expenses.  The Company expects to meet such expenses by 
seeking to have payment of them deferred until after the combination 
shall have been consummated or, in the alternative, by obtaining 
further additional capital contributions or loans from the Company's 
founding stockholders.

<PAGE>

Results of Operations

Year Ended March 31, 1997.  During the fiscal year ended March 31, 
1997, the Company engaged in no significant operations.  The only 
expenses incurred during the year consisted of general and 
administrative expenses in the amount of $3,675 and no revenues were 
received by the Company during the year.  Accordingly, the Company 
realized a net loss of $3,675 during the year.

Year Ended March 31, 1996.  During the fiscal year ended March 31, 
1996, the Company engaged in no significant operations.  The only 
expenses incurred during the year consisted of  general and 
administrative expenses in the amount of $3,798 and no revenues were 
received by the Company during the year.  Accordingly, the Company 
realized a net loss of $3,798 during the year.

Period from Inception.  From inception through March 31, 1997, the 
Company generated total income consisting of $2,711 in interest income, 
and incurred non-offering-related expenses consisting of amortization 
of organizational costs totaling $876, and general and administrative 
expenses totaling $32,311.  As a result, the Company realized a net 
loss of $30,476 during the period from inception through March 31, 
1997.


ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

This information is presented as a separate section of this report 
beginning on page F-1.


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

On October 11, 1994, Levine, Hughes & Mithuen, Inc. ("Levine") notified  
the Company of its decision to decline to stand for re-election as the 
Company's principal accountant for fiscal 1996 and thereupon, on the 
same date, the Company engaged Comiskey & Company Professional 
Corporation ("Comiskey") as its principal accountant.

Levine acted as the Company's auditor for the fiscal years ended March 
31, 1992, 1993 and 1994.

In connection with the audits for the Company's fiscal years ended 
March 31, 1993 and 1994, and for the subsequent interim periods 
preceding the engagement of Comiskey as the Company's auditor, there 
has been no disagreement between the Company and Levine concerning 
accounting principles or practices, financial statement disclosures, or 
auditing scope or procedures which would have caused Levine to make a 
reference to the subject matter of the disagreement in connection with 
its reports.

<PAGE>

In connection with the audits for the Company's fiscal years ended 
March 31, 1993 and 1994, the reports by Levine relating to the 
financial statements of the Company did not contain an adverse opinion 
or a disclaimer of opinion, nor were the reports qualified or modified 
as to audit scope, accounting principles, or uncertainty.

The decision to engage Comiskey has been recommended and approved by 
the Company's directors.

No event of the types listed in paragraphs (a)(1)(v)(A) through (D) of 
Section 229.304 of the Securities Exchange Act of 1934 (the "1934 Act") 
occurred for the fiscal years ended March 31, 1993 and 1994, or for the 
subsequent interim periods prior to the engagement of Comiskey as 
auditors for the Company.



PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers of the Company

The sole director and executive officer of the Company, her age, positions held 
in the Company, and duration as such, are as follows:

             Name           Age        Positions held and Tenure
    ---------------------  -----  --------------------------------
    Heather Zane Anderson    38   President, Secretary, Treasurer, 
                                  and sole Director since December 1989

Certain Significant Employees

No persons other than the executive officer listed above are considered 
to be significant employees.

Family Relationships  

There are no family relationships between the Company's sole executive 
officer and director and any other person associated with the Company.

Business Experience
  
The following is a brief account of the education and business 
experience during at least the past five years of the Company's sole 
executive officer and director, indicating her principal occupation and 
employment during that period, and the name and principal business of 
the organization in which such occupation and employment were carried 
out.

<PAGE>

Biographical Information

Heather Zane Anderson.  Ms. Anderson has served as the sole officer and 
director of the Company since December of 1989.  

Ms. Anderson has been engaged in the private practice of law since 
1983.  She has concentrated her practice in the areas of corporation 
and securities law, and mergers and acquisitions, since 1986.  From 
July 1988 until August 1991, Ms. Anderson was an attorney for the 
Denver, Colorado firm of Pred and Miller.  Ms. Anderson established her 
own firm in Denver in August 1991 and currently acts as general 
corporate and securities counsel for a number of private and public 
corporations.  In May 1994, Ms. Anderson relocated her firm to 
Portland, Oregon, and joined the Portland firm of Farleigh, Wada & 
Witt, P.C., in an Of Counsel capacity.  As of March 1997,  Ms. 
Anderson has ended her affiliation with the Portland firm and 
relocated to San Ramon, California where she is currently unemployed.

Ms. Anderson received a B.A. degree from the University of Kansas in 
1980, and a Juris Doctor degree from the University of Kansas School of 
Law in 1983.


ITEM 10.   EXECUTIVE COMPENSATION

(a)  Cash Compensation

Since inception, no executive officer of the Company received cash 
compensation other than reimbursement of expenses incurred on behalf of 
the Company.  See "Item 13.  Certain Relationships and Related 
Transactions."

(b)  Compensation Pursuant to Plans  

         None.
  
(c)  Other Compensation  

         None.

(d)  Compensation of Directors  

         None.
  
(e)  Termination of Employment and Change of Control Arrangements  

         None.

<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

(a) & (b)  Security Ownership of Certain Beneficial Owners and Management

As of May 31, 1997, the persons listed in the table set forth below 
were known by the Company to own or control beneficially more than five 
percent of its outstanding common stock, par value $.00001 per share, 
its only class of outstanding securities.  


Name and Address of               Number of Shares       Percentage
  Beneficial Owner               Owned Beneficially       of Class 
----------------------         ----------------------   ------------
Ronald J. Miller                     9,826,000               25.6%
300 High Street
Denver, CO  80218

Susan K. Sundsvold                   9,028,000 (i)           23.5%
5121 South Ironton Way
Englewood, CO  80111

Heather Zane Anderson*               4,708,000               12.3%
2111 Canyon Crest Avenue
San Ramon, CA  94583

Robert Neece                         2,792,000                7.3%
303 E. Seventeenth Ave.
Suite 800
Denver, CO  80203

Underwood Family Partners, Ltd.      2,200,000                5.7%
7025 South Andes Circle
Aurora, CO  80016

Frank L. Kramer                      2,100,000                5.5%
3127 Ramshorn Dr.
Castle Rock, CO 80104

All directors and 
executive officers                   4,708,000               12.3%

(i) - Includes 408,000 shares held by spouse

<PAGE>

(c)  Changes in Control

The Company knows of no arrangement or understanding the operation of 
which may at a subsequent date result in a change of control of the 
Company.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been since inception no transactions, or series of 
transactions, nor are there any currently proposed transactions, or 
series of the same to which the Company is a party, in which the amount 
involved exceeds $60,000 and in which to the knowledge of the Company 
any director, executive officer, nominee, five per cent shareholder or 
any member of the immediate family of the foregoing persons have or 
will have a direct or indirect material interest.  


PART IV


ITEM 13.   EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES AND REPORTS ON 
FORM 8-K

(a)  Financial Statements and Schedules  

The following Financial Statements are filed as part of this report:

Report of Comiskey & Company Professional Corporation       F-1
Balance Sheet, March 31, 1997                               F-2
Statements of Operations, Fiscal Years Ended
   March 31, 1997 and 1996, and Period December 1, 
   1989 (inception) to March 31, 1997                       F-3
Statement of Stockholders' Equity, Period
   December 1, 1989 (inception) to March 31, 1997           F-4
Statements of Cash Flows, Fiscal Years Ended
   March 31, 1997 and 1996, and Period December 1, 
   1989 (inception) to March 31, 1997                       F-5
Notes to Financial Statements                               F-6-8

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of the Company's 
fiscal year ended March 31, 1997.

<PAGE>

(c)  Exhibits

The following Exhibits are filed with this report:
                                                       
     Name of Exhibit

(3.1)  Certificate of Incorporation, incorporated by reference to 
Registration Statement No. 33-37751-D, effective February 12, 1991

(3.2)  Bylaws, incorporated by reference to Registration Statement 
No. 33-37751-D, effective February 12, 1991

(4.1)  Rights of Stockholders (included in 3.1 and 3.2 above)

<PAGE>

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Annual Report 
on Form 10-K to be signed on its behalf by the undersigned, duly 
authorized.

Date:  June 28, 1997              FIELDCREST CORP.



                                  By: /s/ Heather Zane Anderson
                                     ----------------------------
                                     Heather Zane Anderson, President





Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons, which 
include the Principal Executive Officer, the Principal Financial 
Officer and a majority of the Board of Directors on behalf of the 
Registrant and in the capacities and on the dates indicated.

Name                        Title                       Date
------------------------    -------------------         --------------


/s/ Heather Zane Anderson
-------------------------
Heather Zane Anderson       President, Secretary,       June 28, 1997
                            Treasurer, and Sole Director





Supplemental Information to be Furnished With Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered 
Securities Pursuant to Section 12 of the Act. 

No annual report or proxy materials have been sent to security holders.

SIGNATURES



No annual report or proxy materials have been sent to security holders.

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Fieldcrest Corp.

We have audited the accompanying balance sheet of Fieldcrest Corp. (a 
development stage company), as of March 31, 1997, and the related statements 
of operations, cash flows, and stockholders' equity (deficit) for the years 
ended March 31, 1997 and 1996.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audit.


We conducted our audit 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 audit provides a reasonable basis 
for our opinion.


In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Fieldcrest Corp. as of March 
31, 1997, and the results of its operations and its cash flows for each of the 
two years then ended, and for the period from inception (December 1, 1989) to 
March 31, 1997, in conformity with generally accepted accounting principles. 


As discussed in Note 5, there is substantial doubt about the Company's ability 
to continue as a going concern.  The Company has minimal working capital with 
which to fund its activities and evaluate merger candidates.  Management's 
plans with respect to funding future operations are also discussed in Note 5.
These financial statements do not include any adjustments which may be 
necessary if the Company is unable to continue in existence.


Aurora, Colorado
June 18, 1997


                                                           COMISKEY & COMPANY
                                                     PROFESSIONAL CORPORATION





                                       F-1

<PAGE>
                            Fieldcrest Corp.
                    (A Development Stage Company)
                             BALANCE SHEET
                            March 31, 1997
                              (Audited)
      
      
       ASSETS

 CURRENT ASSETS
        Cash and cash equivalents                                $  1,673
                                                                 --------
       Total current assets                                         1,673
                                                                 --------
       TOTAL ASSETS                                              $  1,673
                                                                 ========


       LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
        Accounts payable                                         $     50
        Accounts payable - related party                              185
                                                                 --------
       Total current liabilities                                      235

 STOCKHOLDERS' EQUITY
        Preferred stock, $0.00001 par value; 20,000,000
           shares authorized; no shares issued and
           outstanding                                                  -
        Common stock, $0.00001 par value; 500,000,000
           shares authorized; 38,429,000 shares issued
 .         and outstanding                                            384
        Additional paid-in capital                                 31,530
        Deficit accumulated during the development
           stage                                                  (30,476)
                                                                 --------
       Total stockholders' equity                                   1,438 
                                                                 --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  1,673 
                                                                 ========


    The accompanying notes are an integral part of the financial statements.
                                       F-2

<PAGE>

                                 Fieldcrest Corp.
                         (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                  (Audited)

<TABLE>
<S>                                       <C>               <C>            <C>
                                          Period  
                                          December 1, 1989 
                                          (Inception) 
                                          to March 31,            March 31,  
                                          1997                 1997         1996 
                                          ----------------   --------     --------

REVENUES
  Investment income                       $          2,711   $     -      $     -
                                          ----------------   --------     --------

EXPENSES
  General & administrative                          32,311     3,675        3,798
  Amortization                                         876         -            -
                                          ----------------   --------     --------

    Total expenses                                  33,187     3,675        3,798
                                          ----------------   --------     --------

NET LOSS                                           (30,476)   (3,675)      (3,798)

Accumulated deficit

  Balance, beginning of period                           -   (26,801)     (23,003)
                                          ----------------   --------     --------

  Balance, end of period                  $        (30,476) $(30,476)    $(26,801)

                                          ================   ========     ========

NET LOSS PER SHARE                        $           (NIL) $   (NIL)    $   (NIL) 

                                          ================   ========     ========

WEIGHTED AVERAGE NUMBER OF 
  SHARES OUTSTANDING                            34,818,946   38,429,000   37,240,507  

                                          ================   ==========   ==========

</TABLE>

     The accompanying notes are an integral part of the financial statements.
                                       F-3

<PAGE>

                                 Fieldcrest Corp.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                                 <C>            <C>      <C>          <C>           <C>
                                                                         Deficit       Total
                                                                         accumulated   stock-
                                    Common Stock            Additional   during the    holders'
                                    Number of               paid-in      development   equity
                                    shares         Amount   capital      stage         (deficit)
                                    ------------   ------   ----------   -----------   ---------
Issuance of common stock for cash:
  8/20/90 at $0.00019 per share      4,000,000     $  40     $    710    $      -      $    750
  8/21/90 at $0.00025 per share      8,000,000        80        1,920           -         2,000
  8/21/90 at $0.00075 per share      2,000,000        20        1,480           -         1,500
  8/23/90 at $0.00025 per share      8,000,000        80        1,920           -         2,000
  8/29/90 at $0.00100 per share      1,400,000        14        1,386           -         1,400

  9/10/90 at $0.00025 per share      2,600,000        26          624           -           650
  9/11/90 at $0.00067 per share      1,500,000        15          985           -         1,000
  9/13/90 at $0.00040 per share        500,000         5          195           -           200
  8/29/90 at $0.00100 per share      2,000,000        20        1,480           -         1,500

 Net loss for the period 12/1/89
  (inception) to 3/31/91                     -         -            -        (399)         (399)
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/91                 30,000,000       300       10,700        (399)       10,601

 Issuance of common stock for cash:
  8/8/91 at $0.01000 per share       4,725,000        47       47,803           -        47,850

 Deferred offering costs                     -         -      (26,016)          -       (26,016)

 Net loss for the year ended 3/31/92         -         -            -      (3,120)       (3,120) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/92                 34,725,000       347       32,487      (3,519)       29,315

 Net loss for the year ended 3/31/93         -         -            -      (5,666)       (5,666) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/92                 34,725,000       347       32,487      (9,185)       23,649

 Issuance of common stock for cash:
  6/30/93 at $0.00500 per share      1,200,000        12        5,988           -         6,000

 Net loss for the year ended 3/31/94         -         -            -      (7,817)       (7,817) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/94                 35,925,000       359       38,475     (17,002)       21,832

 Issuance of common stock for cash:
  8/15/94 at $0.00500 per share        204,000         2        1,018           -         1,020
  11/23/94 at $0.00500 per share       500,000         5        2,495           -         2,500

 Refund of investors' monies held in
  Escrow                                     -         -      (19,440)          -       (19,440)

 Net loss for the year ended 3/31/95         -         -            -      (6,001)       (6,001) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/95                 36,629,000       366       22,548     (23,003)          (89)

 Issuance of common stock for cash:
  7/13/95 at $0.00500 per share        600,000         6        2,994           -         3,000
  2/5/95 at $0.00500 per share       1,200,000        12        5,988           -         6,000

 Net loss for the year ended 3/31/96         -         -            -      (3,798)       (3,798)
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/96                 38,429,000       384       31,530     (26,801)        5,113

 Net loss for the year ended 3/31/97         -         -            -      (3,675)       (3,675) 
                                    ----------     -----     --------    --------      --------
 Balance at 3/31/97                 38,429,000     $ 384     $ 31,530    $(30,476)     $  1,438
</TABLE>
     The accompanying notes are an integral part of the financial statements.
                                       F-4

<PAGE>

                                      Fieldcrest Corp.
                               (A Development Stage Company)
                                  STATEMENTS OF CASH FLOWS
                                       (Unaudited)

<TABLE>
<S>                                       <C>                   <C>        <C>
                                          Period
                                          December 1, 1989
                                          (Inception) 
                                          to March 31,               March 31,
                                          1997                    1997       1996
                                          ----------------      --------   --------
BALANCES
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                $        (30,476)    $  (3,675) $  (3,798)
  Adjustments to reconcile net loss
   to net cash used by operating
   activities:
     Amortization                                      876             -          -
     Increase (decrease) in accounts
      payable                                           50          (290)    (1,086)
     Increase in accounts payable - related
      party                                            185           (30)        (1)
                                          ----------------      --------   --------
   Net cash used by operating
    activities                                     (29,365)       (3,995)    (4,885)

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in organizational costs                    (876)            -          -
                                          ----------------      --------   --------
   Net cash used by investing activities              (876)            -          -

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                          77,370             -      9,000
  Deferred offering costs paid                     (26,016)            -          -
  Statutory escrow contribution                    (19,440)            -          -
                                          ----------------      --------   --------
   Net cash provided by financing
    activities                                      31,914             -      9,000
                                          ----------------      --------   --------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                               1,673        (3,995)     4,115

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                    -         5,668      1,553
                                          ----------------      --------   --------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                           $          1,673     $   1,673  $   5,668
                                          ================      ========   ========
</TABLE>


       The accompanying notes are an integral part of the financial statements.
                                       F-5


<PAGE>

                                   Fieldcrest Corp.
                            (A Development Stage Company)
                            NOTES TO FINANCIAL STATEMENTS
                                   March 31, 1997

1.  Summary of Significant Accounting Policies

Development Stage Company

Fieldcrest Corp. (the "Company") was incorporated under the laws of the 
State of Delaware on December 1, 1989.

The Company has been in the development stage since inception, as defined by 
Statement No. 7 of the Financial Accounting Standards Board and has not 
engaged in any business other than organizational efforts, raising capital, 
and investigating business opportunities.  The Company's year end is March 31.
It has no full-time employees and owns no real property.  The Company 
intends to seek out and take advantage of business opportunities that may 
have potential for profit and, to that end, intends to acquire properties or 
businesses, or a controlling interest therein.  Management of the Company 
will have virtually unlimited discretion in determining the business 
activities in which the Company might engage.

The Company currently does not own any properties or an interest in any 
business.  Moreover, it has not identified any properties or business 
opportunities that it shall seek to acquire, has no understanding or 
arrangement to acquire any properties or business interests, and has not 
identified any specific geographical area, industry, or type of business in 
which it intends to operate.

Organization Costs

Organization costs have been amortized over a 60-month period using the 
straight-line method.

Loss per Share

Loss per share has been computed using the weighted average number of shares 
outstanding.

Statement of Cash Flows

For purposes of the statement of cash flows, the Company considers all 
highly liquid debt instruments purchased with an original maturity date of 
three months or less to be cash equivalents.

Use of Estimates

The preparation of the Company's financial statements in conformity with 
generally accepted accounting principles requires the Company's management 
to make estimates and assumptions that affect the amounts reported in these 
financial statements and accompanying notes.  Actual results could differ 
from those estimates.

2.  Stockholders' Equity

Issuance of Common Stock

The Company's Certificate of Incorporation authorizes the issuance of 
500,000,000 shares of common stock with a par value of $0.00001 per share.  
Each record holder of common stock is entitled to one vote for each share 
held on all matters properly submitted to the stockholders for their vote.  
Cumulative voting for the election of directors is not permitted by the 
Certificate of Incorporation.

In June 1993, the Company sold, in a private placement, an aggregate of 
1,200,000 shares of its restricted common stock to four existing 
stockholders for a total of $6,000.

On August 15, 1994, the Company sold to its sole officer 204,000 shares of 
its $0.00001 par value common stock for $1,020 cash.

During November 1994, the Company sold to three existing stockholders, an 
additional 500,000 shares of its $0.00001 par value common stock for $2,500 
cash.

On July 13, 1995, the Company sold to existing stockholders, 600,000 shares 
of its $0.00001 par value common stock for $2,000 cash, and $1,000 in 
subscription receivable which was paid on November 9, 1995.

On February 5, 1996, the Company sold to existing stockholders, 1,200,000 
shares of its $0.00001 par value common stock for $6,000 cash.

Preferred Stock

The Company's Certificate of Incorporation authorizes the issuance of 
20,000,000 shares of preferred stock, par value of $0.00001 per share.  The 
Board of Directors of the Company is authorized to issue preferred stock 
from time to time in series and is further authorized to establish such 
series, to fix and determine the variations in the relative rights and 
preferences as between the series, and to allow for the conversion of 
preferred stock into common stock.  No preferred stock has been issued by 
the Company.

Public Offering

On August 20, 1991, the Company completed its initial public offering after 
selling 4,725,000 units of its common stock and warrants.  Each unit 
consists of one share of common stock, one Class A warrant and one Class B 
warrant.  Each Class A warrant and each Class B warrant will be exercisable 
for one share of common stock at a price of $0.08 per share and $0.10 per 
share, respectively, any time through February 12, 1998 and may be 
transferred separately from the common stock.  The Company may redeem the 
warrants at a price of $0.00001 per warrant upon 30 days' written notice, 
reduce the exercise price, or indefinitely extend the exercise period of the 
warrants.  At March 31, 1997, no warrants have been exercised.

The Company received net proceeds from the offering of $21,234 after 
deducting offering costs of $26,016, of which $19,440 was subsequently 
refunded in 1995 to stockholders in accordance with Colorado Securities 
laws.

The Company also received $600 from the offering for the sale of its Class A 
and Class B warrants to existing stockholders.

3.  Related Party Transactions

The Company presently maintains its offices at the home of its President for 
which it pays no rent, and for which it does not anticipate paying rent in 
the future.

The Company paid Pred and Miller, its former securities counsel, a total of 
$14,957 in connection with the public offering of the Company's common 
stock.  Additionally, three of the Company's stockholders (Heather Zane 
Anderson, Ronald J. Miller, and Robert Neece) were associated with the firm 
of Pred and Miller as either an associate attorney or partner.  During July 
1991, the law firm of Pred and Miller was dissolved and the Company retained 
the law firm of Robert Neece, P.C.  During June 1992, Robert Neece joined 
Burns, Wall, Smith and Mueller, P.C.  The Company paid Burns, Wall, Smith 
and Mueller, P.C. $170 and $-0- for legal services provided during fiscal 
years 1997 and 1996, respectively.

During 1996, the costs reimbursed to the office of Heather Zane Anderson (a 
stockholder of the Company) amounted to $225, with  an additional $185, 
included in related party accounts payable, due at March 31, 1997.

In the event the Company successfully completes the acquisition of a 
business opportunity, the Board of Directors may award a finder's fee to an 
officer or affiliate of the Company, or to a third party, if the acquisition 
is originated due to his or her efforts.  The fee would be paid in stock 
only and not cash.

As of March 31, 1997, the Company's sole officer and director owns and 
controls 4,708,000 shares of the Company's common stock, representing 
approximately 12% of the Company's issued and outstanding common stock.

4.  Income Taxes

The Company has net operating loss carryforwards of approximately $30,500 
which expire between 2005 and 2011.  The carryforwards may be limited or 
prohibited upon a reorganization or change in corporate ownership.  The 
approximate income tax benefit from these carryforwards, totaling $5,900, 
has been offset by a valuation allowance.  The valuation allowance increased 
by $800 for the year ended March 31, 1997.

5.  Going Concern

There is substantial doubt about the Company's ability to continue as a 
going concern.  The Company has minimal working capital with which to fund 
its activities and evaluate merger candidates.  Management's plans to 
alleviate these conditions include selling stock in private placements to, 
or obtaining loans from, its existing stockholders.

<PAGE>