<PAGE>




                      AMERICAN INDUSTRIES, LTD.
                 101 Convention Center Dr., Suite 845
			                     Las Vegas, NV  89109.






       July 17, 1998




Securities and Exchange Commission
Washington, DC  20549.


Gentlemen:

Persuant to the requirements of the Securities Exchange Act of 1934, we are 
transmitting herewith the attached Form 10-K for the period ending March
31, 1998.


Sincerely,

AMERICAN INDUSTRIES, LTD.

/SS/ George Balis, President
	



</PAGE>


<PAGE>





                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 10-K

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

              For the fiscal year ended March 31, 1998


                        Commission File No. 0-8730
  
                      AMERICAN INDUSTRIES, LTD.
                             REGISTRANT
        State of Incorporation							IRS Employer Identification No.

                 Nevada						 	     		88-110436

   Address of Principal Executive Office					     	Zip Code

   Bank of America Center             	            89109
   101 Convention Center Drive, Suite 1212
   Las, Vegas, Nevada

 Registrant's Telephone Number 
	
 (702) 386-2633

Securities registered pursuant to Section 12(b) of the Act:	     

Name of Each Exchange on which registered:

		NONE					            		         NONE

Securities registered pursuant to 12 (g) of the Act:

Title of each class
Common Stock, $.10 Par Value

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 for such 
shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements 
for the past 90 days.  YES  NO X 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K (Section 229.405 of this chapter) 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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY 
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under 
a plan confirmed by a court.   Yes    No  

 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
20,006,586 shares commons tock, par value $.10 per share
                 DOCUMENTS INCORPORATED BY REFERENCE	  

                           NONE
                      
</PAGE>
<PAGE>


Commission File No. 0-8730



FORM 10-K ANNUAL REPORT
AMERICAN INDUSTRIES, LTD.

PART  I

ITEM 1. BUSINESS

	American Industries, Ltd. ("Registrant" or "Company") was incorporated in 
Nevada on December 26, 1919, as Toquima Stores Company engaged in the business 
of operating a general store.  The name was changed successfully to American 
Resources, Inc., American Health Service, Inc., G.W.Hume Industries, Inc., 
and on July 18, 1972, to American Industries, Ltd.  It was not until 1978 
that Registrant came under the jurisdiction of the federal Securities Act of 
1933 and the Exchange Act of 1934, and registered its shares by filing Form 
10, having by that time acquired the requisite number of shareholders and 
capital assets making compliance mandatory under the regulatory Acts.   
Prior to that time, Registrant was exempt from the federal 
securities regulatory requirements.
 
Using the trading symbol AMII, Registrant traded on the NASDAQ over the 
counter market (OTC) in the seventies.  In 1982, unable to comply with NASD 
requirements for continued  listing, registrant was delisted from the OTC 
quotation service.
 	
Registrant has been variously engaged in many diverse businesses since 
inception, including the mining and exploration of minerals; leasing equipment; 
operating nursing homes;  processing, canning and distributing foods; brokering 
residential and commercial mortgage loans; and selling and servicing products 
related to preserving the ecology.  

Since 1994, Registrant has been essentially dormant, supporting its financial 
needs through the private sale of promissory notes and donations of capital 
from those shareholders holding management positions with Registrant.

On July 25,1997, Zack Monroe, Chairman of the Board of  Directors, President,  
Chief Executive Officer and  Registrant's principal shareholder passed away. 
Mr. Monroe had been Registrant's Chief Executive Officer since 1970.
 
</PAGE>

<PAGE>

George Balis, a Director and Vice President, owning approximately 59% (as of 
this report date) of Registrants issued and outstanding shares of 
Common Stock became the Company's Chief Executive Officer. 

Resident's future plan is to concentrate its efforts to establish and provide
a business consulting service to American and European companies from its Las 
Vegas offices, and to establish and provide a business consulting service in 
conjunction with but subordinate to, its main objective of locating and 
acquiring interests in companies with proprietary products or service companies 
with significant income streams to support the plans of management.  These plans
include locating investment opportunities which fully utilize Registrant's 
principal asset, an inventory of uncut gemstones (emeralds, rubies and 
sapphires) acquired by Registrant when it merged with Global Technologies, S.A.
("Global") on May 27, 1993.

There can be no assurances that Registrant's future plans are feasible or that
they can be achieved given the fact that past endevors of management to
establish a pattern of business consistant with its foregoing objectives has 
not met with success, and to date no mergers or acquisitions have been 
successfully consummated, and Registrant remains without any source of revenue.

The Articles of Incorporation for Global Technologies, SA were issued by the 
Grand Duche of Luxembourg,  Identification Number 1989-40-00735.  At the time
of the merger, all of Global's issued and outstanding shares of common stock 
were exchanged for 11,900,000 shares of Registrant's $.10 par value Common 
Stock. At that time Registrant then had issued and outstanding an aggregate of 
20,000,445 shares of Common Stock.  The sole shareholder of Global, George
Balis, received approximately 59% of Registrant's outstanding Common Stock.  The
merger was intended as a tax-free reorganization pursuant to Section 368 of the
Internal Revenue Code.

By independent appraisal, Global's gemstones at the time of merger were 
deemed to have a fair market value in excess of $60,000,000, as uncut stones in
their natural state. It is not Registrant's intention to cut, polish and market 
its inventory of gemstones, nor to engage in the wholesale or retail jewelry 
business.  Instead Registrant intends to hold the entire cache of uncut 
stones as a perennial source of reserve capital, and to utilize the gemstones
as collateral security for foreign and domestic companies requiring a source 
of credit enhancement. The laws of Luxembourg permit holding companies 
such as Global to utilize a 10:1 ratio uponthe issuance of bonds and a 
3:1 ratio upon the issuance on commercial paper (notes) against capital 
reserves.    

Management has seen a constant need in the commercial market for sources 
that can guarantee loans or guarantee banks issuing letters of credit for
companies seeking to borrow capital through regular banking channels or other 
institutional lenders.  The business intended to be carried on by Registrant 
is very competitive on both continents.  There are myriad private and public 
companies engaged in the same business as Registrant, and most have 
financial resources far greater than that of the Registrant, with a history 
of providing such services.  Also, the nature of the type of business 
intended by Registrant requires that the Company be constantly on the alert for
fraudulent schemes as financially troubled borrowers may be desperate to find 
sources of credit enhancement. Accordingly, Registrant must expend significant 
time and money to investigate potential clients.

(/PAGE)
(PAGE)	
Additionally, Registrant plans to act as a "finder" in seeking out European 
sources of capital for private and public companies located in the United 
States utilizing both private and institutional European lenders, as well as 
European stock brokers to buy, sell and trade Registrant's securities in the 
foreign market to foreign nationals, as and when a trading market in the United 
States can be established for Registrant's securities. There can be no 
assurances that management's plans will or can be achieved. 

At the time of the merger with Global, to the present date, neither Registrant ]
nor Global has had sufficient operating revenues to fulfill combined cash flow 
needs of both companies.  As a consequence, both companies have required 
direct financial aid from Registrant's controlling stockholders.  Presently, 
Registrant has no income.

Registrant has no full time employees receiving a salary.Registrant's offices 
since February, 1998, have been located at Bank of America Center, Suite 1212, 
101 Convention Center Drive, Las Vegas, Nevada, 89109, telephone number 
(702) 944-1388. 

ITEM 2.  PROPERTIES

Registrant's administrative offices are in Las Vegas, Nevada, which also 
contains the United States offices of Global. Neither Registrant nor Global 
owns any real estate here or abroad.   Registrant's administrative offices 
contain approximately 500 square feet at an monthly rental of $500, pursuant 
to a month-to-month sub-lease with an affiliated Company owned by one of 
Registrant's directors.  Global also maintains small, unattended office in 
Athens, Greece on a month-to-month basis.

ITEM 3. LEGAL PROCEEDINGS 

Neither Registrant nor it's wholly owned subsidiary, nor the directors or 
officers of either entity, are parties to any pending or threatened 
legal proceedings. 


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

Registrant's  regular annual shareholders' meeting  was held on September 15, 
1997 in Las Vegas, Nevada, pursuant to written notice required by Registrant's 
By-laws and Nevada Revised Statutes Section 78.010.  Proxies to elect 
directors were solicited by management pursuant to  Regulation 14A under 
the Securities Exchange Act. All nominees were duly elected.  The record date 
for stockholders to vote at the meeting was established as September 5, 1997. 

The matters submitted to the stockholders and voted upon, together with the 
votes cast is as follows:

</PAGE>
<PAGE>

Directors Nominated and Elected: (1)

	Name			            Votes For		    Votes Against       Abstentions
	George Balis		    15,765,638			            0			           0
	Mary E. Kinn		    15,765,638			            0			           0
	Joe Ortiz		       15,765,638			            0           			0 	
	William E. Powell	   342,731		    15,422,907			           0
	Gordon J. Margulis	  342,731    		15,422,907			           0	

Notes:  Registrant sought proxies for Zack C. Monroe, George Balis, Mary Kinn, 
William E. Powell, Jr. and Gordon J. Margulis.  Mr. Monroe passed away on 
July 25, 1997 and his name was withdrawn.  Mr. Ortiz was nominated from the 
floor and elected.

No other matters requiring shareholder approval were submitted at the Annual 
Meeting. 

PART   II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS.

There is no established trading market for any class of Registrant's common 
equity stock or that of its wholly owned subsidiary.

 
ITEM 6.  SELECTED FINANCIAL DATA 

SUMMARY OF FINANCIAL DATA FOR THE FOLLOWING YEAR:   

        Year Ended March 31                                                

		                   1998          1997           1996          1995   
Net Income			     $<103,449>     (42,004)      (157,080)      (684,965)     

Earnings/Common Share	$<.01>           0              0          (.03)    

Total Assets		 	$61,098,648    61,165,046     61,123,960     61,216,075

Long-Term Debt			        $0            0        	     0              0

Total 
Stockholder Equity $61,061,093    61,155,114     61,178,368     61,216,075	 

Cash Dividends Declared
Per Common Share      	   0            0              0              0

(Detailed audited financial statements are reported herein beginning on page 11,
Exhibit F-1.)


</PAGE>
<PAGE>
ITEM 7.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATION
	
The Company's source of revenue for the years ended March 31, 1997 and 1996 
was the performance of financial and accounting services for small companies.
It also received interest income. During the current year ended March 31,
1998, the Company had no income.

LIQUIDITY

The Company's President, Zack Monroe, passed away on July 25, 1997.  Since 
that time, the Company has had very little income or cash receipts.  The 
then Vice President, George Balis, was subsequently appointed as President.
The lack of income production has put the Company into a negative 
cash flow position.  Currently the overhead bills are paid by the President
and board members.

CAPITAL RESOURCES

As explained above, the Company has no current cash resources. The investments
listed on the balance sheet are not liquid and will provide no immediate 
relief from the negative cash flow.

RESULTS OF OPERATIONS
	
The statements show very little revenue from services related activities for the
years ended March 31, 997 and 1996, $45,000 for 1997 and $2,689 for 1996.
These amounts reflect the efforts of the then President, Zack Monroe, to 
service the existing client base, approximately 75 clients. Since the death 
of Mr. Monroe, this income stream has dropped off substantially.  Not only 
did the President pass away, but also the Company's staff, which supported the 
client services,has left the employment of the Company.  During the year just 
ended March 31, 1998 the Company had no revenue.  Unless the current client 
base can be serviced adequately and promptly it is expected 
that the Company's clients will seek another provider for their financial
services.  The current President has made efforts to hire staff to 
regain some of the service revenue that was generated in previous years.  His 
efforts are being hampered by the lack of cash currently in the Company.  No
assurances can be made that the President's efforts will prove successful. No
assurances can be made that the Company will ever have operations again.

ITEM 8.  FINANCIAL STATEMENTS

	1.  Independent Auditor's Report of Barry L. Friedman, CPA

 2.	  American Industries, Ltd.
   		Consolidated Balance Sheets as of March 31, 1998 and 1997

	3	   American Industries, Ltd.
		    Consolidated Statements of Shareholders' Equity for the years
		    Ended March 31, 1998

 4.  	American Industries, Ltd.
	    	Consolidated Statement of Operations for the three years ended
	    	March 31, 1998

 5.	  American Industries, Ltd.
		    Consolidated Statement of Cash Flow for the three years ended
		    March 31, 1998

 6.	  American Industries, Ltd.
		    Notes to the Consolidated Statements

</PAGE>
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 
DISCLOSURE

During Registrant's two most recent fiscal years, or interim period, no 
independent accountant previously engaged by Registrant to audit Registrant's 
financial statements, or those of Global, its wholly owned subsidiary, has 
resigned or was dismissed, nor has any such independent accountant indicated 
a reluctance to stand for re-election after completion of the current audit. 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

	The Directors and Executive Officers of Registrant are as follows:

Name      				Age		 Positions Held With Registrant

George Balis		55  		Chairman of Board of Directors,
							             President, Chief Exec Officer
										
Mary Kinn				 84		  Director and Secretary

Joe Ortiz				 61	  	Director and Treasurer


George Balis had served as a Director, Vice-president, and Assistant Secretary-
Treasurer of Registrant from 1993 until the death of its former President 
Zack C. Monroe, on July 25, 1997.  Mr. Balis was elected to the positions of 
Chairman of the Board, President and Chief Executive Officer at the annual 
Meeting of the Stockholders held on September 15, 1997. Mr. Balis also is 
President, CHB, Managing Director of subsidiary Global Technologies SA; and 
prior thereto from 1990 through 1993 was with Continental Mortgage Bankers 
of Westbury, New York, involved in financial review of commercial loans and 
marketing. For approximately six years Mr. Balis was in charge of operations of
his family-owned shipping business with a chartered fleet of eight steam 
ships.	

Mary Kinn has been the President and a Director of Charmakin. Ltd. since
1978.  She was a student at Washington Square College, New York University and 
the University of California where she received her community college teacher's
training.  She was an Associate Professor in allied health technology at Long 
Beach City College, and is a professional writer, having written textbooks for 
medical assistants and medical terminology students published by W.B.Saunders 
Company and Delmar Publications, respectively.  She was a founding member and 
Chairwoman of the California State Certification  program for medical 
assistants from 1990-1194, and also held executive officer positions with the 
American  Association of Medical Assistants and its California counterpart. 

</PAGE>
<PAGE>
Joe Ortiz has been a casino operator for over 25 years in various positions.


ITEM 11. EXECUTIVE COMPENSATION

During the prior fiscal year, or interim period, none of the current Directors
or Executive Officers of Registrant named above received any cash or other 
remuneration for the work performed by them on behalf of Registrant.  No 
salaries were paid, nor cash or stock dividends issued, nor bonuses or 
commissions paid, nor property transferred,  nor did Registrant pay for any 
insurance benefits or retirements benefits, nor were stock options or other 
stock rights issued. It is not anticipated that Registrant will pay salaries 
or other remuneration to any such persons until and unless Registrant 
derives profits from its operations. 

For the fiscal year March 31, 1998, Registrant paid $23,826 to various 
companies controlled by the former President, Zack Monroe, for administrative 
expenses, which represents 31% of the total administrative expenses for fiscal 
1998	



ITEM 12.  SECURITY OWNERSHIP  OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT. 

The following tabulation indicates all  shareholders known to Registrant to be
the beneficial owners of more than 5% of Registrants Common Stock as of the
date hereof.

__________________________________________________________________
(1) Title of Class	   (2) Name and address   (3) Amount and nature	 (4) Percent
			                    of beneficial owner   of beneficial ownership   of Class
 
__________________________________________________________________

Common Stock           Dorothy N. Monroe		     2,697,161              13.5%
                			    5534 Topaz Street
                			    Las Vegas, NV 89120.     


Common Stock           George Balis          11,900,000              	59.5%  
                       325 S. 3rd St. #1-300		
			                    Las Vegas, NV 89101	
Notes:
  
Zack C. Monroe died July 25, 1997, while still a Director and Executive
Officer of Registrant.  The Estate of Zack C. Monroe, together with his wife 
and certain corporations controlled by him were the beneficial owners of an 
aggregate of 13,042,161 shares of Registrant's Common Stock. Following Mr. 
Monroe's death, 10,345,000 of said shares were transferred to George Balis, 
Registrant's current Chief Executive Officer based upon Mr Monroe's default 
of certain agreements between the parties. 

</PAGE>
<PAGE>
As of February 11, 1998, the shares of Registrant's Common Stock beneficially 
owned by Registrant's Directors and Executive Officers, and of all directors 
and officers as a group, is indicated in the following tabulation:
__________________________________________________________________
(1) Title of Class	(2) Name and address   (3) Amount and nature	  (4) Percent
			                 of beneficial owner   of beneficial ownership    of Class
 
__________________________________________________________________
Common Stock	       George Balis		  	        11,900,000		             59.5%     
                    101 Convention Dr. #1212
			                 Las Vegas, NV 89109
				
Common Stock	        Mary Kinn		                35,550		             .17%	
                  			Same address

Common Stock        Joe Ortiz                   24,800               .12%
                   	Same address		              _______	           _______
TOTAL                                       11,960,350              59.79%


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There has been no transaction, or series of similar transactions, since the 
beginning of Registrant's last fiscal year, or any currently proposed 
transaction, or series of similar transactions, to which Registrant or any of 
its subsidiaries was or is to be a party, in which the amount involved 
exceeds $60,000, and in which any Director or Officer has had any direct or 
indirect material interest.

</PAGE>
<PAGE>

PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
FORM 8-K.

	The following documents are filed as part of this report:

(a).The following consolidated financial statements of American Industries, Ltd.
 And subsidiary are included:

Independent Auditor's Report					F-1
Consolidated Balance Sheets					 F-2
Consolidated Statements of Shareholders' Equity		F-3
Consolidated Statement of Operations				F-4
Consolidated Statement of Cash Flow				F-5
Notes to the Consolidated Statements		    F-6 THRU F-8

      (b). Reports on Form 8-K
 
The following reports on Form 8-K were filed during the Registrant's fiscal
year ending March 31, 1998:

1)  Items 1 and 5 Report dated December 19, 1997
2)  Items 1 & 5 Report dated March 31, 1998 

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.  
                
             American Industries, Ltd.
					       
  By:  s/ George Balis_______
      	  George Balis, President/Director/CEO/CFO
							
					             July 20,1998________


</PAGE>
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



						By:  s/ George Balis____________
						George Balis, Director and President



						By    s/  Mary Kinn____________
            Mary Kinn,  Director and Secretary
							      
				

     By:    s/   Joe Ortiz______________             
	           Joe Ortiz, Director and Treasurer


						July 20, 1998_____________
        					 

</PAGE>
<PAGE>




BARRY L. FRIEDMAN, P.C.
Certified public accountant
1582 Tulita Drive
Las Vegas, Nevada 89123
(702) 361-8414

							

INDEPENDENT AUDITOR'S REPORT


To the Board of Directors,
American Industries, Ltd.
Las Vegas, Nevada

I have audited the accompanying consolidated balance sheets of American 
Industries, Ltd. and its subsidiary as of March 31, 1998 and 1997, and the 
accompanying statements of stockholders' equity, operations and cash flows for 
the three years ended March 31, 1998.  These financial statements are the
responsibility of the Company's management.  My responsibility is to express 
an opinion on these financial statements based on my audit.

I conducted my audit 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 that my audit provides a 
reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of American 
Industries, Ltd. as of March 31, 1998 and 1997, the results of operations 
and cash flows for the three years ended March 31, 1998 in conformity
with generally accepted accounting principles.

The statements have been prepared assuming that the Company will continue in
existence.  The Company currently has no operations, no income and is dependent 
upon current management to cover administrative expenses with loans to the 
Company.  Management is currently attempting to merge with an operational 
company. No assurance can be amde that a merger will happen.  No assurances can 
be made that current management will continue to pay for administrative 
expenses.  The debts listed on the balance sheet for March 31, 1998 are all 
to current management as explained.  No adjustments have been made to the 
financial statements for the liquidation of the assets or debts. 	

s/ Barry L. Friedman
Certified Public Accountant


July 16, 1998
    
</PAGE>
<PAGE>

American Industries, Ltd.
Consolidated Balance Sheets
as of March 31, 1997 and 1996
AMERICAN INDUSTRIES, LTD.

                    CONSOLIDATED BALANCE SHEET
<TABLE> 
<CAPTION>  
                               MARCH 31, 1998      MARCH 31, 1997 
                                                                
  <S>                                   <C>                <C> 
    ASSETS  
  Current Assets   
  Cash                               $13,826             $23,050 
  Notes receivable                      -                  3,827 

  Total Current Assets                13,826              26,877 
 
 Equipment (net of depreciation)         -                 3,347

 Investment Assets                 61,084,822         61,134,822
     

  Total Assets                     61,098,648         61,165,046 

  
        
               LIABILITIES 
<S>                                   <C>                <C> 

Accounts Payable                   37,455               9,932


Total Current Liabilities          37,455               9,932

                STOCKHOLDERS EQUITY

  Common stock   
   Authorized 50,000,000 shares
   Issued and outstanding -  
   20,006,586 shares  
   and 20,006,145 shares respectively
   par value $.1                   2,000,659          2,000,615

  Paid in Capital                 60,042,884         60,033,400

  Retained earnings (loss)          (982,350)         (878,901)

Total Stockholders' Equity        61,061,193         61,155,114
  
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY              61,098648          61,165,046
 
                             f-2                                      
<FN> 
The accompanying notes are an integral part of these financial statements.  
</TABLE>
</PAGE>



<PAGE>

American Industries, Ltd.
Consolidated Statements of Stockholders' Equity
For the three years ended March 31, 1998

<TABLE>
<S>                     <C>          <C>        <C>        <C>         <C>

               		       Common      Stock		    Paid in    Retained     Total
	                      	Stock	      Amount     Capital    Earnings 

Balance March 31, 1995	 20,000,000 	2,000,000 59,950,115  (679,817)  61,270,298
						
Common Stock Sold		          2,395        240      8,660                  8,990 
						
Retained Earnings (loss)                                  (157,080)    (157,080) 

						
Balance March 31, 1996  20,002,395	 2,000,240 	59,958,775 (837,897)  61,122,118
						
Common Stock                 3,750        375      74,625                75,000 

Retained Earnings (Loss)					                              (42,004)     (42,004) 
			 			 
Balance March 31, 1997	 20,006,145  2,000,615 	60,033,400  (878,901)  61,155,114 
						
Common Stock                   441         44       9,484                  9,528
						 
Retained Earnings (Loss)					                              (103,449)   (103,449)
						
Balance March 31, 1998	 20,006,586 	2,000,659  60,042,884  (982,350)  61,061,093
						
</TABLE>

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

					         (F-3)

</PAGE>

<PAGE>

American Industries, Ltd.
Consolidated Statements of Operations
for three years ended March 31, 1998

<TABLE>  
      
<CAPTION>  
                                     Six Months Ended March 31,
                                     1998       1997       1996
                                     
<S>                                  <C>      <C>          <C>  

Revenue
 
Revenue from Contracts and Services            33,000     1,609        
Interest Income                                12,000     1,080

Total Revenue                                  45,000     2,689

Expenses              

General & Administrative expenses   16,511     78,914   157,969
Interest Expense                     9,528      8,090     1,800
Professional Services               22,523    
Loss on Worthless Securities        50,000 
Loss on Worthless Accts. Receivable  1,540
Loss on Disposal of Fixed Assets     3,347

Total Expenses                     103,449     87,004   159,769
                                     
Income (loss) before Income Taxes (103,449)   (42,004) (157,080) 
 
Provision for Income Taxes

Net Income (Loss)                 (103,449)   (42,004) (157,080) 

Earnings per Common Share            (0.01)     (0.00)    (0.01)  

Weighted Avg.
Common Shares Outstanding        20,006,146  20,000,445  20,000,445
                            f-4
<FN>

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

</TABLE>
 
</PAGE>
<PAGE>
American Industries, Ltd.
Consolidated Statement of Cash Flow
for the three years ended March 31, 1998


<TABLE>
                       
<S>                                           <C>        <C>      <C>
                                                     March 31, 
                                             1998       1997      1996
                                            
Net Income (Loss)                          (103,449)  (42,004)   (157,080)

Adjustments
Change in Receivables                         3,827     3,593      (5,578)    
Change in Payables                           27,523     8,090
Loss of Fixed Assets                          3,347
Loss on Securities                           50,000
Subsidiary Funding                                                 (7,454)


Cash from Operations                         (18,752)  (30,321)   (162,658)

Investing Activities
Decrease in Investments                                (45,000)     (5,000)

Cash Used in Investing                                 (45,000)     (5,000)

Financing Activities
Common Stock Sales                             9,528    75,000      83,123

Cash from Financing                            9,528    75,000      83,123

Net Change in Cash                            (9,224)     (321)   (104,535)     
 
Beginning Cash                                23,050    23,371     127,906    

Ending Cash                                   13,826    23,050      23,371


<FN>


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

</TABLE>
</PAGE>

<PAGE>				    
				     

American Industries, Ltd.
Notes to the Consolidated Statements

Note 1		The Company and Summary of Significant Accounting Policies

The Company is a holding company organized under the laws of Nevada in 1919.  
The Company`s subsidiary, Global Technologies S.A.  was organized as a European 
Company under the laws of the Grand Duche of Luxembourg.  The consolidated 
financial statements have been prepared in conformity with generally accepted 
accounting principles applicable in the United States of America and are 
stated in United States dollars.  The Company's former president, Zack Monroe,
died on July 25, 1997.  This has caused the services of the Company to be 
halted. Mr. George Balis, the then Vice President, was subsequently elected
as President and has been trying to arrange the continuation of the company.

Principals of Consolidation
The consolidated financial statements include the accounts of the company and 
its subsidiary.  All significant intercompany accounts and transactions have
been eliminated.
	
Investments in other companies where ownership is less than 20 % are carried on 
the balance sheet using the cost method of accounting. 

Earnings Per Share  
Earnings per share is computed on the weighted average number of shares 
outstanding during the year.

Note 2		Acquisitions

Global Technologies S.A. under acquisition agreement became a subsidiary of the 
company. Initially the authorized capital of the Luxembourg company was 500,000
shares of stock at 1000 Francs (LUF) per share, 120,000 shares are issued and 
outstanding, fully paid and non assessable, with capital reserve in gem 
investments. By decision of a meeting of shareholders held December 29, 1995 
the par value of Global Technologies S.A. has been reduced to 250 LUF per 
share. 120,000 shares are still issued and outstanding, fully paid and non-
assessable. The decision to reduce the authorized capital was made to reduce 
taxes and other expenses in Luxembourg. Global Technologies S.A. operates 
under the status of a holding company under Luxembourg Law with the use 
of financial assets with historical perpetual value operating in 
conformity with the Grand Duche of Luxembourg Decree of December 17, 1938. 
Global Technologies S.A.  registered as a professional business, Financial 
Investment, International Mergers, International Acquisitions, International
Portfolio Management as set forth in notes to financial statements 
contained herein. 		

					        (F-6)

</PAGE>
<PAGE>


Note 3		Investments

		Investment in Stock

The company has stock investments of $50,000 in Nevada corporations as of March
31, 1997 and no investments in shares of stock as of March 31, 1998. 
Investments in these companies where ownership is less than 20 % is carried 
on the balance sheet using the cost method of accounting for investments.

		Investments Gems

The Company has listed under Investments investment quality gems, (emeralds and 
rubies).  These stones are uncut. Uncut gems do not fluctuate in value like the
cut stones do because of daily market conditions.  Their value is more constant.
These gems are owned by the Company's wholly owned subsidiary, Global Technol-
ogies.The Company purchased Global Technologies in 1993.  The historic basis of
the gemstone on the books of Global was carried over for the basis of the
gemstones once the merger was effected.  Purchase accounting was utilized in 
this merger. Notwithstanding that purchase accounting was utilized as directed 
by GAAP, the gemstones were not given a step up in basis.  That is because their
historic basis was approximate to their fair market value at the time of the 
merger.  The gemstones were also appraised.  Periodically the gems are 
reappraised to assure management that the value placed on this investment 
is correct.  Most recently, an appraisal was completed by Mr. Marco Vesters.
Certified Gemmologist, member of The Gemmological Association of Great Britain,
license number D-7127.

The gems are physically located in a bank vault in Las Vegas, Nevada.  The 
Company's subsidiary Global Technologies plans to utilize these assets to 
establish a relationship with a correspondent bank in Europe.  With 
this relationship Global plans to issue letters of credit and other 
services for European companies.

Note 4		Accounts Payable

The accounts payable represent professional fees and other general and 
administrative expenses that were paid by the President and board members on 
behalf of the Company.


                                 1998               1997
Account payable 						           $37,455            $9,932



f-7

</PAGE>
<PAGE>


Note 5 Provision for Income Taxes

The provision for income taxes is the total of the current taxes payable and 
the net of the change in the deferred income taxes.  Provision is made for 
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.  

	Change in Deferred Tax plus Valuation Account	0

	Current Taxes Payable	0

	Provision for Income Taxes	0

Note 6 	Leases

	The Company has a three year lease with its offices in Las Vegas, NV for
 $6,000 per year.
		                  1998	           1999	

	Office Lease	      6,000	          6,000

	The Company has an office in Europe paid on a month to month basis.

Note 7  Dependency on President

The current President has been largely responsible for the existence of the 
Company for the last several months.  He has worked to rid the Company of 
investments and programs that were not profitable.  he has infused monies and
sought out loans from other principals to pay the Company's administrative 
expenses.  He is also active in pursuing a suitable merger candidate.  Without
his abilities the Company would have a difficult time continuing in existence.
</PAGE>

<PAGE>


                                  FORM 8-K

                                                 COMMISSION FILE NUMBER
                                                       0-8730


                          AMERICAN INDUSTRIES, LTD.

ITEM 1  CONSENT OF CHANGE OF REGISTRANT

On March 31, 1998, George Balis, President of Registrant, acquired 3,859,221
shares of Registrant's common stock from Dorothy Monroe, which shares had
been held by Zack Monroe (former President) and/or companies controlled by Zack 
Monroe and/or Dorothy Monroe.  Said shares represent 19% of the issued and
outstanding shares of registrant.

At the time fo such acquistion, George Balis owned 11,955,000 shares of 
Registrant's common stock.  Accordingly, George Balis currently owns an
aggregate of 15,814,221 shares representing 79% of Registrant's issued and
outstanding shares.  All of said shares will be issued in the name of George 
Balis, and/or companies owned or controlled by him.



ITEM 5  OTHER EVENTS



This will amend the previously filed report respecting Item 5:

Registrant's new address      Bank of America Center
as of March 31, 1998          101 Convention Center Drive
                              Suite 1212
                              Las Vegas, NV  89109
                              (702) 386-2633

Registrant's old address was  Bank of America Center
                              101 Convention Center Drive
                              Suite 845
                              Las Vegas, NV  89109
                              (702) 386-2633

                      AMERICAN INDUSTRIES, LTD.
                      BANK OF AMERICA CENTER
                      101 CONVENTION CENTER DRIVE 
                              SUITE 1212
                      LAS VEGAS, NEVADA  89109
</PAGE>
<PAGE>



                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549


                                  FORM 8-K/A

                                                 COMMISSION FILE NUMBER
                                                       0-8730


                          AMERICAN INDUSTRIES, LTD.

ITEM 1  CHANGES IN CONTROL OF REGISTRANT

On March 31, 1998, Registrant filed its form 8-K indicating (ITEM 1) that
George Balis had acquired an additional 3,859,221 shares of Registrant's 
Common Stock, boosting his ownership to approximately 79% of Registrant's
issued and outstanding shares. The transferer renegged on her agreement to
transfer shares, and accordingly, George Balis continues to own 11,955,000
shares of Common Stock, equal to approximately 59% of Registrant's issued 
and outstanding shares of Common Stock.

</PAGE>