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

                                   FORM 10-KSB
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ending June 30, 1997
                         Commission File Number 0-16447

                    AMERICAN CONSOLIDATED GROWTH CORPORATION
               (Exact name of Issuer as specified in its charter)

        Delaware                                         52-1508578
(State of incorporation )                   (I.R.S. Employer Identification No.)

               5031 S. Ulster Street, Suite 205, Denver, CO 80237
              (Address of principal executive offices and zip code)

                                 (303) 220-8686
                 (Issuer'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:

                   Title of Class: Common Stock $.10 par value

     Check mark whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of  Securities  Exchange Act of 1934 during the preceding 12
months (or for such a 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 [ X ]                   No [   ]

     Check if there is 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. [X ]

     Issuer's revenues for its most recent fiscal year: $10,207,667.

     The  aggregate  market  value of the  voting  stock of the  Issuer  held by
non-affiliates  as  computed by  reference  to the prices at which the stock was
sold and the  average of the bid and ask  prices of such stock  within the prior
sixty days as of June 30, 1997, was $503,000. A total of 7,185,711 common shares
were owned by non-affiliates as of June 30, 1997.

     The number of shares of Common Stock,  $.10 par value,  outstanding on June
30, 1997 was 9,754,190 shares.

     Transitional Small Business Disclosure (check one): Yes (   ) No ( X )

                       Documents Incorporated by Reference
                       -----------------------------------
                                      None.

<PAGE>



Table of Contents


Part I

              Item 1.        Description of Business
              Item 2.        Description of Property
              Item 3.        Legal Proceedings
              Item 4.        Submission of Matters to a Vote of Security
                             Holders


Part II


              Item 5.        Market for Common Equity and
                             Related Stockholder Matter
              Item 6.        Management's Discussion and Analysis
                             or Plan of Operation
              Item 7.        Financial Statements
              Item 8.        Changes in and Disagreements with
                             Accountants and Financial Disclosure



Part III      Item 9.        Directors and Executive Officers, Promoters
                             and Control Persons; Compliance with Section 16(a)
                             of the Exchange Act
              Item 10.       Executive Compensation
              Item 11.       Security Ownership of Certain Beneficial Owners
                             and Management
              Item 12.       Certain Relationships and Related Transactions
              Item 13.       Exhibits and reports on Form 8-K



SIGNATURES


FINANCIAL STATEMENTS AND SCHEDULES



                                       2


<PAGE>







                                     PART I

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

     American  Consolidated  Growth  Corporation  (the "Company" or "AMGC") is a
U.S.  public  company  engaged in the financial  development of its wholly owned
subsidiary,  Eleventh Hour, Inc. The common stock of the Company is traded under
the  symbol  "AMGC" on the  Electronic  Bulletin  Board,  NASDAQ  (OTC-BB).  The
principal executive offices of the Company are located at 5031 S. Ulster Street,
Suite 205, Denver, CO 80237. Telephone number: (303) 220-8686. Facsimile number:
(303) 220-7781.

     Eleventh  Hour,  Inc.  (EHI) is a  staffing  services  business  engaged in
temporary and permanent  employee  placement and outsourcing.  At June 30, 1997,
EHI represents the sole revenue producing  investment of the Company. The wholly
owned  subsidiary  was acquired for stock and debt  assumption  on July 1, 1994.
(See "Business of Issuer" and  "Investments - Eleventh  Hour,  Inc.").  Prior to
1994, the primary purpose and business of the Company was "technology  banking,"
or capitalizing and developing U.S. emerging growth technologies. Investments in
research  and  development  technologies  included  equity  holdings  in Advance
Display  Technologies,  Inc.,  ("ADTI")  a fiber  optics  display  company,  and
Ultratech  Knowledge  Systems,  Inc.,  dba AGTsports,  Inc.,  ("AGT") a computer
software and services business targeting golf and sports recreation markets. Due
to the  non-performance  of both  investments in prior years,  these assets were
written off in fiscal 1995. (See the Company's Form 10-KSB/A, June 30, 1995).

     During  the fiscal  year ended June 30,  1995,  the  Company  acquired  new
management  and changed the  Company's  primary focus to develop the business of
Eleventh  Hour,  Inc.  For the fiscal year ending June 30,  1997,  EHI  produced
unaudited  gross revenues of $10,207,667,  with net earnings of $173,522.  As of
the date of filing of this report, the Company is negotiating with its principal
independent  auditors to obtain a certified audit for the fiscal year ended June
30, 1997. For the most recent audited financial statements,  please refer to the
Company's Form 10-KS/A for the fiscal year ending June 30, 1996.

     As of June 30, 1997, AMGC had a working capital deficiency of approximately
$1,362,581 and a stock holders' deficit of $2,497,260. Due to the recurring loss
history of the Company  and  considering  the  limited  number of sources of new
funding for working capital, the auditors of the Company have raised significant
doubts as to the  abilities  of the  Company  to  continue  as a going  concern.
Following the  completion  of a  comprehensive  restructuring  program in fiscal
1997,  management has implemented  plans to reduce overhead at every level while
increasing sales  performance at EHI. (See "Management  Discussion and Analysis"
below).  Provided new sources of financing are secured,  the Company believes it
will be able to successfully meet all of its current  obligations,  however,  no
assurances can be provided this will occur.

Investments

     As of June 30,  1997,  the Company had active  investments  in one company:
Eleventh Hour, Inc., a wholly owned subsidiary  engaged in the staffing services
industry.  (See  "Business of Issuer"  below).  As of June 30, 1997, the Company
owned a 15%  overriding  royalty on sales of  software  technology  products  of
Global Links Trading,  Limited, (GLT) a computer software licensing company. The
investment is the outgrowth of the 1995 joint venture  agreement  with GLT and a
former affiliate,  AGTsports, Inc. For the fiscal year ending June 30, 1997, GLT
produced no sales and no royalty payments were received by the Company.  Pending
further  development  of GLT products,  management  can provide no assurance GLT
will be  successful  in its business  plan or that any royalty  payments will be
received in the future. The royalty agreement carries no expense to the Company.


                                       3




<PAGE>

Business of Issuer

     The  primary  business  of the Issuer is  development  of its wholly  owned
subsidiary, Eleventh Hour, Inc., a regional staffing services business. Eleventh
Hour,  Inc.  ("EHI") was  acquired on July, 1 1994 for  1,000,000  shares of the
issued and outstanding common stock of the Company. The acquisition successfully
retired  $720,996 of EHI long term debt and converted  $1,658,000 of outstanding
EHI notes into  redeemable  common stock,  ("puts") of AMGC. The acquisition was
accounted for as a purchase as reported in the  Company's  Form 10-KSB/A for the
fiscal year ended June 30, 1995.  In fiscal 1996,  AMGC  converted  these common
stock puts into equity and  promissory  notes  expiring in 2003.  (See "Notes to
Consolidated Financial Statements - Note 6").

Services and Products of EHI

     EHI is a regional provider of temporary personnel and outsourcing  services
to businesses,  professional and service  organizations and government agencies.
The Company  provides a broad range of staffing  services through its network of
seven (7)  Company-owned  branch locations in California,  Colorado,  Kansas and
Missouri.  During its most recent fiscal year, the  subsidiary  served more than
4,000 customers across the U.S.

     The primary  product of the business is represented by temporary  placement
of individuals who possess a wide variety of office,  light industrial and other
skills,  including  secretarial,  word  processing,  data entry,  telemarketing,
assembly,  picking, packing and sorting and shipping and receiving. In addition,
the Company provides temporary personnel with various technical and professional
skills such as programming,  designing,  engineering  and accounting.  Permanent
placement of qualified  personnel  represents  another important product for the
Company.  Taken  together,  the  services  provided  by EHI can be  viewed  as a
spectrum ranging from traditional temporary services to value-added  outsourcing
solutions.

Onsite Staffing Coordinator Program

     EHI  has  established  an  Onsite  Staffing  Coordinator  Program;  a  cost
effective solution for clients who spend administrative and personnel department
time and resources  managing  employees whose jobs are generally routine and are
characterized  by high  turnover  rates.  This program  most often  includes the
placement of an EHI Staffing  Specialist  onsite who  coordinates and supervises
all  staffing  service  functions  for  the  client.  The  specialist  typically
interfaces  with the  Human  Resources  department  of the  client,  helping  to
increase  management  time  where  it is more  effectively  spent  and  reducing
unnecessary  functions where needed. The onsite program utilizes temporary staff
to help  control  overhead  costs  and to  improve  profitability  in  positions
previously  filled by permanent  employees.  This  service is often  provided to
clients who have highly fluctuating  personnel needs such as light manufacturing
companies and assembly and packaging businesses.

Morning Rescue Team

     The  Morning  Rescue  Team  is a  unique  business  advantage  provided  to
customers of EHI. Each day, the company  provides a special team of  experienced
workers who are  dressed  and  prepared  for work  assignments  by 7:30 am. This
enables  customers to receive  qualified  temporary  help employees upon request
within a very short period of time,  as opposed to  competitor  operations,  who
often require several hours or even days to fill work orders.


                                       4


<PAGE>

     Eleventh  Hour,  Inc. was founded by Norman L. and Valerie A. Fisher,  (See
"Biographical  Data"),  who  established  the  staffing  business  as a Colorado
corporation on December 21, 1988. EHI utilizes a central headquarters located in
Englewood,  Colorado for management of its affiliate  branch offices,  including
all  accounting,  support and  supervisory  services.  The address and telephone
number of the principal  executive offices of EHI are: Eleventh Hour, Inc., 7500
East Arapahoe Road, Suite 101,  Englewood,  CO, 80112.  Telephone number:  (303)
220-5300.

Markets of EHI

     According  to the  August  1996  issue  of the  Staffing  Industry  Report,
published by Staffing  Industry  Analysts,  Inc.,  revenues  from  combined U.S.
staffing  industry  segments  generated an estimated $62.9 billion in 1995, with
combined  temporary  help  services   generating  an  estimated  $40.6  billion.
Temporary  help has been one of the fastest  growing  segments in recent  years,
especially  in the areas of light  industrial,  medical  and  technical  support
personnel.  Eleventh Hour, Inc. employs over 4,000 temporaries annually, chiefly
in the areas of  clerical  and light  industrial  services.  Clerical  employees
represent over 85% of the temporary workers provided by EHI in fiscal 1997.

     Another independent industry study published in May of 1996 by the National
Association of Temporary and Staffing  Services reports payroll receipts for the
temporary  help  segment in excess of $7 billion for the first  quarter of 1996.
The study forecasts  continuing  growth in the staffing services industry due to
several factors: the need for business organizations to remain flexible in order
to  compete  in an  interconnected  global  economy;  the  ever-evolving  social
contract between the workforce and business organizations wherein larger numbers
of people view  temporary  employment  as a way to gain greater job security and
higher  career  paths;  the  difficulties  all types of  business  organizations
experience in attracting,  evaluating and recruiting employees;  a broadening of
the types of staffing  arrangements offered by staffing companies,  as reflected
in the  expanding  services  industries;  and the  overall  health  of the  U.S.
economy, which celebrated its sixth anniversary of growth in March, 1997.

Distribution Methods of Company's Services

     EHI plans to continue  providing a wide range of high quality services to a
diverse group of clients through its seven existing branch office locations. EHI
promotes a philosophy of developing and maintaining long term relationships with
its  clients,  striving  to achieve  high  levels of  performance  and  customer
satisfaction to attract and retain local,  regional and national  accounts.  The
Company continues to explore growth opportunities to expand its existing service
offerings, develop additional skill classes and enter new markets by selectively
expanding its offices through targeted acquisitions.

     Prominent  industry analysts such as the N.A.T.S.S.  and Staffing Analysts,
Inc. have reported  extensively on the ongoing trend toward consolidation within
the Staffing Services  industry.  In conjunction with this trend,  management of
EHI has adopted plans to target and acquire smaller companies for the purpose of
expanding  EHI's market  presence in fiscal  1998.  The profile for such targets
includes   businesses  with  core  temporary  accounts  generating  revenues  of
$3,000,000  or more  annually.  Management  believes  such  acquisitions  can be
developed  utilizing existing EHI resources,  management and personnel,  thereby
achieving economies of scale and lower administrative overhead costs.


                                       5


<PAGE>

Competitive Business Conditions

     Demographically,  the U.S. staffing services industry is highly fragmented,
with an estimated  3,000 to 5,000 private firms  operating over 10,000  offices.
The size of these companies  varies greatly,  ranging from smaller "mom and pop"
temporary  service  businesses  with annual  revenues  of less than  $500,000 to
larger international  companies such as Manpower,  Inc., a company with revenues
in  excess  of  $6  billion.  Despite  the  considerable  competition,  smaller,
well-managed  companies,  especially those with a specialized focus, can succeed
on a local or regional basis.

     For  employers,  the use of temporary  personnel  is a proven  technique to
mitigate the rising costs of recruiting,  fringe benefits, employee turnover and
other  employee-related  expenses.  These  advantages have led many companies to
adopt business  strategies  focusing on their core business  competencies,  with
non-core business support functions being "outsourced" to service companies such
as EHI. Outsourcing services remains an emerging industry and is, as such, still
relatively undefined.  It parallels the temporary help services industry in that
it is also highly fragmented,  with few large companies  operating on a national
level.  EHI believes all segments  within the industry are  experiencing a trend
toward  consolidation  and has  implemented  new strategies to help adapt to the
changing marketplace.

Compliance with Government Regulations

     The operations of Eleventh Hour, Inc. do not involve  mandatory  compliance
with  non-environmental  federal regulations other than employer-related  issues
such as the 1995 Federal Family Medical Leave Act ("FMLA"). As of June 30, 1997,
EHI fully complies with the terms of this legislation as a U.S. employer.

Research and Development Costs

     As of June 30,  1997,  EHI has not  engaged in any  material  research  and
development activities or related costs in the prior two years.

Trademarks and Trade Names

     The Company, through its wholly owned subsidiary,  Eleventh Hour, Inc. owns
one Trade Name: "XIth Hour."

Compliance with Environmental Laws and Regulations

     The Company  liquidated all of its mining  properties and operations in the
fiscal year ended June 30, 1992. The Company does not believe that it is subject
to any local,  state,  or federal  statutory and  regulatory  requirements  with
respect to  environmental  safety  and land  reclamation  that  would  affect it
adversely in the future.  However, there can be no assurance of this. Compliance
to date has had no material  effect on the Company's  method of  conducting  its
business and the cost of such compliance has not been significant.

Employees

     During the period  ending  June 30,  1997,  the  Company  had one full time
employee  together with 27 full time  employees of the wholly owned  subsidiary,
Eleventh  Hour,  Inc. None of these  employees are  represented  by any Union or
collective  bargaining  group  and  there is no prior  history  of any  strikes,
slow-downs or other labor disputes.  The Company is highly dependent on its full
time employee and certain members of EHI  management.  (See Part III, Item 9 and
Item 10,  "Directors  and Executive  Officers of the  Registrant -  Biographical
Information").


                                       6


<PAGE>

International Operations

     The Company conducts operations only in the United States.

Item 2. Properties
------------------

     During the fiscal year ending June 30, 1997, the Company's business offices
were located at 8100 East Arapahoe Road,  Suite 309,  Englewood,  CO, 80112. The
Company's  new offices  are located at the address  provided on page one of this
report.  The office space,  located in a modern one story building  completed in
1983, is leased at $1,100 monthly under a one year cancelable  lease expiring in
October,  1997,  with a  renewal  option  for an  additional  two  years  at the
then-current  market rate.  EHI leases  office  space for its branch  offices in
Overland Park, Kansas, and Tustin,  California,  and Englewood,  Colorado.  (See
Operating Leases in Notes to Consolidated Financial  Statements).  The following
is a schedule of minimum rental  payments  required  under the above  referenced
operating leases as of June 30, 1997:

          Years-Ending
          June 30                  Amount            Estimated Surcharge
          -------                  ------            -------------------

          1998                     208,972              38,580
          1999                     111,364              38,580
          2000                      84,305              40,000
                                 ---------           ---------
                                 $ 634,859           $ 117,160

     Total rent expense  charged to operations for the years ended June 30, 1996
and 1997 was $264,924 and $263,780, respectively. The Company's operating leases
require  current monthly  payments of $20,250 with  expirations at various dates
through May, 2000.

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

     During fiscal 1997, the Company was a defendant in Display  Group,  LLC vs.
American  Consolidated Growth  Corporation,  a civil suit in Colorado brought by
Display Group, LLC, the management arm of Advanced Display  Technologies,  Inc.,
(ADTI)  a former  affiliate  of the  Company.  The suit  concerns  ownership  of
1,400,000 shares of ADTI common stock. The stock was originally  received by the
Company in  exchange  for  transfer of control of certain  fiber  optics-related
technologies  to ADTI. In fiscal 1995,  the Company wrote down its investment in
ADTI to a value of zero.  In fiscal  1997,  the Company was ordered to turn over
the shares to the Court pending the outcome of a jury trial on the matter. As of
the date of the filing of this  report,  the  Company  is unable to predict  the
outcome of this matter.  In the event the Company is unsuccessful in its efforts
to retain the subject shares, in the opinion of counsel, no adverse consequences
are  anticipated  to  occur,  other  than  the loss of the  title to the  stock.
Subsequent to fiscal year ended 1997, the Company  assigned its legal rights and
expenses in this case to a third party desiring to pursue related claims against
ADTI as  result  of  former  agreements  related  to the  licensing  of the ADTI
technology in prior years.  Prior to the assignment,  the Company incurred legal
fees of $6,655  which are  included in the  professional  fees due for  services
section of the  Company's  financial  statements.  (See  "Notes to  Consolidated
Financial Statements - "Footnote 9").



                                       7


<PAGE>





     Subsequent  to fiscal  year end,  on July 8, 1997,  the  Company  reached a
settlement agreement with the office of the North Dakota Securities Commissioner
concerning an investment  made in Eleventh Hour, Inc. by a North Dakota resident
in prior years. The settlement  agreement  provides  repayment of $80,000 to the
investor  from AMGC over a one year term,  and  verifies  no  violations  of the
State's securities laws occurred.

     Subsequent  to fiscal year ended June 30,  1997,  on August 18,  1997,  the
Company  resolved  outstanding  tax matters  with the Internal  Revenue  Service
concerning the tax years 1990, 1991, 1992, 1993 and 1994. Due to a change in the
primary  business of the Company in prior years, the IRS determined that certain
net  operating  losses  carried by the  Company  were  non-allowable  items.  In
addition,  corporate taxes for the year 1994 were due of $62,000,  together with
penalties  and  interest  of $20,000.  As of the date of filing of this  report,
based upon  information  provided  by the  auditors of the  Company,  management
believes the principal tax liability  will be minimized by net operating  losses
occurring in fiscal 1996.

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

     None.

                                     Part II

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

Market Information

     The Company's  common stock,  par value $.10 per share ("Common  Stock") is
traded in the over-the-counter  market, NASDAQ, (OTC-BB) under the stock trading
symbol "AMGC."


                                                             (1) Bid
                                                                 ---

           Quarter Ending              (2)   High        (3)   Low
           --------------                    ----              ---
           June 30, 1997                $    0.07              .05
           March 31, 1997                    0.10              .07
           December 31, 1996                 0.25              .18
           September 30, 1996                0.21              .18
           June 30, 1996                $    0.37              .25
           March 31, 1996                    0.37              .25
           December 31, 1995                 1.37              .75
           September 30, 1995                0.78              .32

(1)      Such  over-the-counter  market quotations reflect  inter-dealer prices,
without any retail  markup,  markdown,  or  commission  and may not  necessarily
represent actual transactions.

(2)(3)   At the time of this report,  the only  activities  in the  Company's
trading Common stock, of which the Company is aware, is by Broker/Dealers  known
as  wholesalers.  Consequently,  there  has been  little  or no  retail  trading
activity in the Company's securities during the fiscal year ended June 30, 1997.
The quotes shown above were arrived at by averaging the bid and the ask price in
the marketplace during these periods and are provided for informational purposes
only. The Company believes these quotes to be estimates and therefore should not
be relied upon for investment purposes.


                                       8


<PAGE>

Holders of Record

     As of June 30, 1997, there were approximately  2,054 shareholders of record
of Common Stock.

Dividends

     For the fiscal years 1995,  1996 and 1997,  no dividends  were  declared or
issued by the  Company.  Due to  insufficient  capital  resources  and  earnings
generated from  operations  during these years,  the Company has been limited in
its ability to declare or issue dividends.  For these same reasons, in 1995, the
Company  rescinded a dividend declared by former management in 1991 of $687,435,
(See the  Company's  Form 10-KSB for the fiscal year ended June 30,  1996) There
are no contractual or written limitations  concerning the Company's  declaration
of dividends in the by-laws or records of the Company.

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

     In the fiscal year ending  June 30,  1997,  revenues  were  $10,207,667  as
compared to the year ending June 30, 1996 of $8,897,455. Following the change in
the  primary  purpose and  business  of the  Company,  net loss  decreased  from
$9,973,547  in  fiscal  1995 to a net loss of  $701,774  in fiscal  1996,  and a
further  decrease to $437,160 in fiscal 1997.  However,  gross margins  remained
relatively  stable over the same period:  $2,682,410  in fiscal 1995 compared to
$2,259,221 in fiscal 1996,  and  $2,421,211  in fiscal 1997.  For the year ended
June 30, 1997,  direct  expenses were $7,786,456 and interest  expenses  totaled
$439,332.  In fiscal  1995,  the Company  experienced  a  non-recurring  loss of
$7,976,740  resulting from costs  associated with the write down and liquidation
of certain assets and the internal  restructuring of the Company. In fiscal 1997
the Company experienced significant legal, accounting and other related costs of
the failed merger of EHI with International  Nursing Services,  Inc.  Additional
legal expenses were incurred in North Dakota as the Company  resolved the matter
involving  the North Dakota  Securities  Commissioner.  Increase in revenues was
attributed to higher demand for temporary workers provided by EHI.

     As of June  30,  1997,  in the  opinion  of  management,  the  Company  has
progressed  significantly  as compared to the period ending June 30, 1996. A new
financing   agreement  was   completed  in  fiscal  1997  with  Concord   Growth
Corporation, of San Mateo, California. The agreement significantly reduced EHI's
interest  expense on accounts  receivables  financing by over fifty percent.  In
addition,  the  effect  of  the  agreement  is  anticipated  to  assist  EHI  in
accomodating  future sales  growth.  Although no  assurance  can be provided EHI
future sales will  increase,  in the opinion of  management,  the savings to the
Company  in  annual  interest  payments   resulting  from  the  accord  will  be
significant   and  will  have  a  favorable   material   impact  on  the  future
profitability of the Company.

     During  fiscal  1997,  the Company has been able to  successfully  continue
operations,  to reposition itself in the marketplace,  to acquire new management
and consulting expertise and to improve its marketing  strategies.  All of these
efforts have been made for the purpose of  increasing  shareholders'  equity and
profitability on a going forward basis.

     The foregoing discussion contains certain forward-looking statements within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act of 1934,  which are intended to be covered by the safe
harbors created thereby.  These  statements  include the plans and objectives of
management for future  operations,  including  plans and objectives  relating to
development  of new business and  predictions  concerning the results of various
legal  proceedings  as  discussed  in Item  3.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and uncertainties.  Assumptions related to the foregoing involve judgements with
respect  to,  among  other  things,  future  economic,  competitive  and  market


                                       9



<PAGE>

conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
innaccurate and,  therefore,  there can be no assurance that the forward-looking
statements  included in this Form 10-KSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

Liquidity and Capital Resources

     Cash and cash equivalent's  balance on June 30, 1997 was $2,140 and current
assets were $926,424.  Current ratios for the year ending June 30, 1997 were .40
to 1, as  compared  to .54 to 1 the  previous  year.  As of June 30,  1997,  the
Company had a working  capital  deficiency  of  $1,362,581  and a  stockholders'
deficit of  $2,497,260,  which  includes  non-recurring  losses of $7,976,740 in
fiscal  1995  sustained  due  to the  write  down  and  liquidation  of  certain
technology  assets,  resolution  of  outstanding  issues  related  to the former
business of the Company and internal restructuring of AMGC.

     Provided the subsidiary business continues to experience positive cash flow
and to be profitable on a going forward basis,  management  believes the Company
will be able to successfully meet all of its current  obligations.  However,  no
assurances can be given the Company will be successful in these endeavors.

Material Commitments for Capital Expenditures

     As of June 30,  1997,  the Company  has  material  commitments  for capital
expenditures  including  promissory  notes  of  $1,267,999  which  come  due  in
February,  2003 and carry 14%  interest.  The  interest is payable  quarterly at
approximately  $45,000 per quarter.  At June 30, 1997, the Company is arrears on
the  interest  payment due April 15, 1997.  Management  has  established  verbal
working  agreements  with the  holders  of these  Notes  concerning  payment  of
interest due for the period. In the event litigation should arise resulting from
the default  provisions  of the Notes,  the Company is unable to determine  what
consequences may occur. As of the date of filing of this report, the Company has
no  knowledge  of any  existing  or pending  legal  action  from these  parties.
However,  in the event the  Company  is  unable to bring the  interest  payments
current in fiscal 1998, no assurances can be provided litigation will not ensue.
In such an event,  the  Company is unable to  determine  what,  if any,  adverse
consequences may occur. (See Notes to Consolidated  Financial  Statements - Note
6, Common Stock Subject to Put Option).

Unfavorable Trends or Uncertainties

     The business of Eleventh Hour,  Inc. may be subject to various  unfavorable
trends or uncertainties such as increased competition in the marketplace,  rapid
consolidation of the staffing services industry and/or a significant decline the
health of the U.S.  economy.  The Company may also be affected by a  significant
rise or decline in  interest  rates and the U.S.  trading  markets  and  current
proposed  legislation  to  increase  the minimum  wage.  The Company can make no
determination as to the effect of these factors on operations or the probability
such factors will occur.


                                       10


<PAGE>




Seasonal Aspects Bearing Upon Operations

     Eleventh Hour, Inc. is not subject to seasonal fluctuations in its business
cycle  which have a material  impact on  operations,  other  than  national  and
banking holidays.

Item 7. Financial Statements and Supplementary Data
---------------------------------------------------

     This  response  is  submitted  as a separate  section of this  report  (see
Unaudited Consolidated Financial Statements - Pages F-1 to F-10).

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

     There have been no disagreements with the Company's independent accountants
on accounting or financial disclosure.


                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------
 
     As of June 30, 1997,  the Executive  Officers and Directors of the Company,
their ages and positions held in the Company were as follows:

Name                         Age               Positions held
----                         ---               --------------

Louis F. Coppage             60                Chairman, CEO and President

Cory J. Coppage              34                Secretary, Treasurer and Director

Norman L. Fisher             50                Director

Joe Lee                      62                Director

B. Mack DeVine               53                Director *


* Subsequent to fiscal year ended June 30, 1997,  Mr. DeVine  formally  accepted
his nomination on August 1, 1997.

The  directors  serve for a term of three  years.  All of the  above  directors,
except for Louis F.  Coppage,  and B. Mack DeVine were elected at the  Company's
annual  meeting held on June 27, 1996 and will serve until their  successors are
duly elected and qualified or until their earlier  resignation  or removal.  Mr.
Louis  Coppage and Mr.  DeVine  will serve until the next annual  meeting of the
shareholders, at a date to be scheduled during the current fiscal period.


                                       11


<PAGE>


Biographical Information

Louis F. Coppage - Chairman, CEO and President

     Mr.  Coppage,  60,  joined  the  Company as  Chairman  and CEO at a special
meeting of the Board of  Directors  held on March 17,  1997.  He has over twenty
years of  executive  and  managerial  experience  with both  private  and public
corporations  involving  business  financial  development  in the  domestic  and
international  marketplace.  Since  1979,  Mr.  Coppage  has  provided  advisory
services  for a number of  corporate  clients  with an  emphasis  on the capital
formation  process.  From  1993  to  present,  he  provided  investment  banking
consulting services for AMGC and its former affiliate, AGTsports, Inc., where he
assisted in the turnaround and  restructuring of both companies.  He is a member
of the Board of  Directors  of  AGTsports,  Inc.,  a Colorado  corporation,  and
Citadel  Environmental,  an Arizona corporation.  From 1986 to 1993, Mr. Coppage
served as financial  consultant  for various  corporate  clients in real estate,
energy, insurance management and investment  holdings-related  businesses.  From
1973 to 1984,  Mr.  Coppage was founder  and a major  shareholder  of two energy
development  companies:  Foresee,  Ltd and American Energy Investments,  Inc. of
Denver,  Colorado. From 1969 to 1973 he was President of Coppage & Associates, a
financial  planning  company.  Mr. Coppage began his business career in the life
insurance field with Connecticut General, where he was honored as an outstanding
salesman and featured in Time, Newsweek and U.S. World Report. He was a founding
member of insurance and financial  planning  groups such as The Top of the Table
and The Forum and he holds  memberships in several civic,  social and charitable
organizations.

Cory J. Coppage  - Secretary, Treasurer and Director

     Mr. Coppage, 34, currently serves as Treasurer and Secretary of the Company
and is a member of the AMGC Board of Directors.  A business  school  graduate of
Regis University,  Mr. Coppage has studied business  administration and has over
eight years of executive and managerial experience. Since 1996, he has served as
Secretary and Treasurer of AGTsports,  Inc., a former  affiliate of the Company.
From 1989 to 1994, he was engaged in the liability insurance field as a licensed
property & casualty agent and field manager for Liability  Insurance  Operations
Network,  Inc., and W.J. Plemons Insurance Agency of Atlanta, GA. On January 26,
1995,  Mr.  Coppage  joined the AMGC Board of Directors and began  assisting the
Company  in  implementing  a  comprehensive  restructuring  program,  which  was
successfully completed in fiscal 1997. He has studied educational courses in the
areas of SEC reporting and marketing of U.S.  public  companies.  Mr. Coppage is
Director of Shareholder and Investor relations at AMGC.

Norman L. Fisher - Director

     Mr.  Fisher is the  co-founder,  President and Chief  Executive  Officer of
Eleventh Hour,  Inc. and a Director of the Company.  He has over twenty years of
management experience,  including four years with Norrell Services as a Regional
Manager  from  1978 to 1982 and six years as an  Executive  Vice  President  and
Managing  Director of Talent Tree,  Inc.  from 1982 to 1988.  As a member of the
Executive  Committee and Board of Directors of Talent Tree,  Inc. Mr. Fisher was
responsible  for the  nationwide  expansion of operations  from a local Houston,
Texas-based  business  with three offices to a major  national  service with 135
branch  locations and  approximately  $250 million in annual sales. In 1988, Mr.
Fisher co-founded EHI in Englewood,  Colorado.  Mr. Fisher, 50, is a graduate of
Western  State  College  and holds a  Bachelor  of  Science  Degree in  Business
Administration. He is a well-known figure in the personnel services industry and
has  served  in  various   capacities  in  both  national  and  local   industry
associations.  Mr. Fisher is married to Valerie A. Fisher,  the  Executive  Vice
President of Eleventh Hour, Inc.


                                       12


<PAGE>

Joe Lee - Director

     Mr. Lee, 58,  accepted an  appointment as an outside member of the Board of
Directors of AMGC on January 25, 1996.  He is Chairman of the Board of Directors
of Denver Business College, Inc., General Manager of Universal Management, Inc.,
President of School Management,  Inc. and the General Partner of The Educational
Plaza, a 110,000  square foot private  educational  facility  located in Denver,
Colorado.  Mr.  Lee  has  expertise  in the  administration  and  management  of
independent colleges and schools, with a special emphasis on financial and staff
personnel  management.  He is a past  president  and  past  commissioner  of the
Association  of  Independent  Colleges and Schools.  From 1973 to 1982,  Mr. Lee
owned and operated Parks College,  Inc.,  formerly Parks School of Business,  in
Denver,  Colorado.  From 1984 to 1986 he was  Chairman of Trend  Systems,  Inc.,
where he supervised  the operation of nine schools and three branch  campuses in
the states of Washington  and Oregon.  Mr. Lee's  present  duties as Chairman of
Denver Business College,  Inc. include overall  responsibility  for operation of
the main campus and three branch campuses.  Mr. Lee is also a Director of Prides
Business College in Adelaide, South Australia.

B. Mack DeVine
Director

     Mr. Devine,  53, accepted his appointment to the AMGC Board of Directors on
August 1, 1997. He has more than twenty years  experience in both the public and
private  sectors  as Chief  Executive  Officer  and/or  President  of  operating
companies  listed on  NASDAQ,  AMEX and NYSE.  He is an  experienced  turnaround
specialist  for  companies  facing  financial  distress  or  bankruptcy  and has
successfully  directed  numerous  Chapter 11  reorganizations.  Since 1989,  Mr.
DeVine  has been the CEO of  DeVine &  Associates,  Inc.,  a  company  providing
management  consulting  services to clients in the Southeast United States. From
1988 to 1989,  he was CEO,  President and Director of Devco  Petroleum  Company,
Inc., where he directed  operations of ten convenience  store/petroleum  outlets
with annual revenues of over $10,000,000 and approximately fifty employees. From
1982 to  1988,  Mr.  DeVine  was  Chairman,  CEO  and  President  of Key  Energy
Enterprises,  Inc., an $80,000,000  convenience store company with 800 employees
and operations located in the Southeast United States. He was also President and
Director  of American  Agronomics  Corporation  from 1976 to 1982,  where he was
responsible for the turnaround and  restructuring  of a $200,000,000  vertically
integrated  citrus  company.  Prior to 1976,  Mr. DeVine held positions as Chief
Financial  Officer  of  companies  such as  Great  Southern  Equipment  Company,
Automatic  Merchandising,  Inc.,  and  Bay-Con  Industries,  Inc.  He was  first
lieutenant  in the U.S.  Army and is a  private  pilot.  Mr.  DeVine is also the
Chairman and CEO of AGTsports, Inc., a Colorado corporation.

     None of the above directors have held any equity stake in any business that
has declared  bankruptcy;  nor have been convicted of any criminal offense other
than minor traffic violations,  nor have had any judgements entered against them
which would  restrict or preclude the director from being involved in securities
transactions;  nor have any record of violations  of  securities or  commodities
laws.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and  directors to file  initial  reports of  ownership  and
reports  of  changes  in  ownership  with the  Securities  Exchange  Commission.
Executive  officers and directors are required by SEC regulations to furnish the
Company  with copies of all Section  16(a)  forms they file.  Based  solely on a
review  of the  copies  of such  forms  furnished  to the  Company  and  written
representations  from the Company's executive officers and directors,  as of the
date of this report, the Company is unable to make a determination as to whether
or not any  officers or  directors  failed to file on a timely basis any reports
relating to  transactions  involving  common stock of the Company owned by them.
The Company has implemented  internal  procedures for the purpose of determining
whether  officers or directors  have failed to file timely  reports  relating to
transactions  involving common stock of the Company, and, if necessary,  to file
any such reports in the appropriate time and manner.


                                       13


<PAGE>


Item 10. Executive Compensation
-------------------------------

     The  following  table sets forth the salary,  bonus and other  compensation
approved  by  Board  of  Directors  of the  Company  for the  President  and the
Company's  four other most highly  compensated  executive  officers  (the "named
executive officers").

Name and Position         Annual Compensation        Long Term Compensation
                               Salary          Securities Underlying Options (2)
                               ------          ---------------------------------

Louis F. Coppage             $  -0-  (1)                   $  -0-
Chairman, CEO and President
(3/17/97 to 6/30/97)

Norman L. Fisher             $91,411 (3)                   $400,000
President and Treasurer 
(6/30/96 to 6/30/97)

Cory J. Coppage              $64,212 (4)                   $100,000
Chief Operating Officer
and Secretary


(1) Mr. Louis F. Coppage  accepted a nomination  to serve as acting  Chairman of
AMGC at the  request  of the Board on March 17,  1997 and has  declined  to draw
salary or other compensation  pending the outcome of the Company's  re-financing
efforts and further recommendation of the AMGC compensation committee.

(2) All stock options  indicated above were established by the AMGC compensation
committee and were ratified by the  shareholders at the Company's annual meeting
held on June 27, 1996.  The options were issued for AMGC common shares at a fair
market value of $0.76 per share,  with an exercise price of $1.00 per share.  As
of June 30,  1997,  none of the  stock  options  have been  exercised.  (See the
Company's 1996 Form 10-K/A,  "Part I. Item 4 Submission of Matters for a Vote of
Security Holders").

(3) Indicates salary and expenses paid by the Company's wholly owned subsidiary,
Eleventh Hour, Inc. Mr. Fisher is the President and full time employee of EHI.

(4) Indicates salary and expenses paid by the Company's wholly owned subsidiary,
Eleventh  Hour,  Inc. Mr. Cory J. Coppage is a full time employee of the Company
and EHI charges this expense back to AMGC.

Other Compensation

     Other  fiscal 1997  compensation  for Norman L.  Fisher,  President of EHI,
included  life  insurance  premiums  of  $2,793  for an  Executive  Key Man Life
Insurance  Policy  paid to  First  Colony  Life  Insurance  Company.  The  named
beneficiaries  of the policy are the senior debt holders of the Company who hold
promissory notes due in 2003 of $1,267,999 as described  herein.  (See "Material
Commitments for Capital Expenditures above").


                                       14
  

<PAGE>

     During fiscal 1997, the Company  provided  group medical  insurance to AMGC
officers and  employees  under EHI's health plan.  The plan was offered  through
InterCare of Colorado,  Inc., providing life, medical, and dental coverage at an
average cost of  approximately  $245 monthly per  individual.  All premiums were
paid by EHI and charged as an expense back to the Company. Louis Coppage, Norman
and Valerie Fisher, and Cory Coppage were covered under the same plan. In May of
1997, EHI changed  carriers to Great West, Inc. which provides nearly  identical
coverage at a price competitive with the Company's former health plan.

     The Company made no contributions to any Defined Contribution Benefit Plans
on behalf of its  employees  in fiscal 1997,  other than  provision of insurance
coverage as described above.

Meetings of the Board of Directors

     During  fiscal  1997,  the AMGC  Board  convened  on two  occasions  at the
principle offices of the Company: on December 4, 1996, and on March 17, 1997. In
total,  there were two meetings held by the AMGC Board during fiscal 1997. There
were no incumbent  directors  who attended  less than 75% of the meetings of the
Board and Committees thereof on which such director served during that period.

Director Agreements and Compensation

     On June 30, 1997, the AMGC Board of Directors  accepted the resignations of
former  directors,  Valerie  Fisher and Geoff Dawson.  Subsequent to fiscal year
ended  June 30,  1997,  Mr.  B. Mack  DeVine,  of Tampa,  Florida,  accepted  an
appointment to the Board. Mr. DeVine will serve until the next annual meeting of
the shareholders, at which time, if elected, he will serve for a three year term
or until his earlier resignation or removal.  Mr. DeVine and Mr. Lee have signed
director  compensation  agreements with the Company  providing outside directors
with a  non-qualified  stock option of 25,000 shares having an exercise price of
$0.25 per share. The Company also provides $1,600 for meeting attendance at each
of  the  four  quarterly   scheduled  meetings  of  the  Board,  plus  expenses.
Compensation  is payable at the Company's  option in cash or in equivalent  AMGC
restricted common shares set at the market price on the day of issue.  Directors
who are U.S.  residents are entitled to participate in the Company's  health and
welfare  benefit  programs.  Employee  directors  are not  entitled  to  receive
compensation  for Board  service.  During fiscal 1997,  the Company paid meeting
attendance fees and expenses of $7,200 to Mr. Dawson and Mr. Lee received 24,000
restricted  common shares valued at $4,800,  or $0.20 per share, the fair market
value of the shares as determined by the Board on the date of issue.

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

Stock Ownership

     The following table sets forth certain information regarding the beneficial
and  economic  ownership  of AMGC common  stock as of June 30, 1997 by: (1) each
stockholder  known by the Company to be the beneficial  owner of more than 5% of
the outstanding  Common Stock;  (2) each director and nominee for director;  (3)
all  directors  and  executive  officers as a group.  The  beneficial  ownership
reflected in the following  table is calculated in accordance with Section 13(d)
of the Securities  Exchange Act of 1934 (the "Exchange Act"). Shares issuable on
exercise of options exercisable within 60 days of June 30, 1997 are deemed to be
outstanding  for the purpose of computing the percentage of ownership of persons
beneficially owning such options, but have not been deemed to be outstanding for
the purpose of computing the  percentage  ownership of any other  person.  As of
June 30, 1997, the total  outstanding  shares of the Company's common stock were
9,754,190.


                                       15


<PAGE>

Name and Address                   Number of Shares Held        Percent of Class
----------------                   ---------------------        ----------------

Louis F. Coppage, Chairman and CEO         5,950                      .061 %
283 Kimbrough
Memphis, TN 38103
(3/17/97 to Present)

Norman L. Fisher, Director, AMGC         953,479 (a) (b)              9.78 %
President and CEO of Eleventh 
Hour, Inc.
5002 Mineral Circle
Littleton, CO  80122
(President and Treasurer of AMGC
from 6/30/96 to 6/30/97)

Cory J. Coppage, Secretary and
Treasurer                                150,000 (c)                 1.53 %
7255 E. Quincy Ave, #550
Denver, CO  80237

Joe Lee, Director                         25,000 (d)                 .256 %
4250 S. Olive Street, #216
Denver, CO 80237

B. Mack DeVine, Director                  25,000 (d)                 .256 %
P.O. Box 620
Tampa, FL 33601

Mick Dragoo, Shareholder               1,110,050                    11.38 %
8634 S. Willow
Tempe, AZ  85284

George & Philips Holdings, Ltd.,
Shareholder                            1,275,000                    13.07 %
P.O. Box 438
Roadtown, Tortola BWI

Officers and Directors as a Group
(five persons)                         1,183,429                    12.13 %


(a) Includes options to purchase 400,000 shares.

(b) Includes  535,229 shares held jointly by Mr. and Mrs. Norman L. Fisher,  who
    are officers of EHI.

(c) Includes options to purchase 100,000 shares.

(d) Includes options to purchase 25,000 shares.


     All ownership is beneficial and of record except as specifically  indicated
otherwise.  Beneficial owners listed above have sole voting and investment power
with respect to the shares shown unless otherwise  indicated.  Economic interest
is calculated by including shares directly owned and, in the case of individuals
and all directors and executive officers as a group,  shares such individuals or
group are entitled to receive upon exercise of outstanding  options  exercisable
within 60 days of June 30, 1997.  The economic  interest and security  ownership
indicated above includes  qualified and  non-qualified  stock options awarded by
the Company to certain key  executives  on or before  April 3, 1996.  Beneficial
ownership is calculated in accordance with Section 13(d) of the Exchange Act and
the rules promulgated thereunder.


                                       16


<PAGE>



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

     At June 30, 1997, the Company and its  subsidiary,  Eleventh Hour, Inc. had
outstanding notes payable of $285,000 due certain officers and directors of AMGC
and EHI.  The  notes  are  unsecured  and  provide  for a one  year  term at 14%
interest.  The Company  and EHI are in default on the Notes.  The AMGC notes are
convertible into restricted  common stock of the Company at a price equal to 65%
of the  average  bid  price  of the  stock  during  the  thirty  days  prior  to
conversion.

     During fiscal 1997,  1,839,724 shares of common stock were issued to former
debt  holders of the  Company  pursuant  to debt  conversion  and  common  stock
subscription  agreements  executed on March 1, 1996. The shares were issued at a
value of $0.14 per share,  the fair market value of the stock as  determined  by
the Board on January 27, 1997. During fiscal 1997, 24,000 shares of common stock
were  issued to outside  members  of the board of  directors  for board  meeting
attendance.  The  shares  were  issued at a value of $0.20 per  share,  the fair
market  value of the stock as  determined  by the Board on the date of issuance,
December  13,  1996.  Conversion  and cash  proceeds  from  related  party stock
issuance were $4,800. (See "Notes to Consolidated Financial Statements".)


                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K
------------------------------------------------------------------------

(a)(1) and (a)(2) List of  Financial  Statements  and  Schedules  
(a)(3) List of mExhibits (in accordance with Item 601 of Regulation S-B).

Exhibit Number                      Description of Exhibit

3.1                                 Articles of Incorporation of the Company*
3.2                                 Bylaws of the Company*
3.3                                 Material Contracts
3.4                                 1996 Annual Proxy Statement
3.5                                 Financial Data Schedule


* (Incorporated by reference to the Company's Form S-4  Registration  Statement,
effective with the Commission on August 7, 1987, file number 33-13335).





                                       17

<PAGE>



                              AMERICAN CONSOLIDATED
                               GROWTH CORPORATION
                         (and Wholly Owned Subsidiaries)





                                    UNAUDITED

                        CONSOLIDATED FINANCIAL STATEMENTS




NOTICE:  THE  FOREGOING  CONSOLIDATED  FINANCIAL  STATEMENTS  ACCOMPANYING  THIS
FORM-10KSB  FOR THE  FISCAL  YEAR  ENDED  JUNE  30,  1997 ARE  UNAUDITED.  THESE
CONSOLIDATED  FINANCIAL  STATEMENTS HAVE BEEN PREPARED WITHOUT THE ASSISTANCE OR
APPROVAL OF THE COMPANY'S  PRINCIPAL  INDEPENDENT  AUDITORS.  AN AUDIT  INCLUDES
EXAMINING,  ON A TEST BASIS,  EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN
THE  CONSOLIDATED  FINANCIAL  STATEMENTS.  AS OF THE DATE OF THE  FILING OF THIS
REPORT,  NO INDEPENDENT  AUDIT EXAMINATION OF THE COMPANY HAS BEEN CONDUCTED FOR
THE FISCAL YEAR 1997. PLEASE SEE PAGE F-1 BELOW.











<PAGE>


                              AMERICAN CONSOLIDATED
                               GROWTH CORPORATION
                         (and Wholly Owned Subsidiaries)




                                Table of Contents
                                -----------------



Notice of Unaudited Reporting                                              F-1

Unaudited Consolidated Financial Statements

     Unaudited Consolidated Balance Sheet                                  F-2

     Unaudited Consolidated Statement of Operations                        F-3

     Unaudited Statement of Changes in Stockholders' Equity (Deficit)      F-4

     Unaudited Statements of Cash Flows                                    F-5


Notes to Unaudited Consolidated Financial Statements                       F-6











<PAGE>





                              AMERICAN CONSOLIDATED
                               GROWTH CORPORATION
                         (and Wholly Owned Subsidiaries)


                          NOTICE OF UNAUDITED REPORTING

NOTICE:  THE  FOREGOING  CONSOLIDATED  FINANCIAL  STATEMENTS  ACCOMPANYING  THIS
FORM-10KSB  FOR THE  FISCAL  YEAR  ENDED  JUNE  30,  1997 ARE  UNAUDITED.  THESE
CONSOLIDATED  FINANCIAL  STATEMENTS HAVE BEEN PREPARED WITHOUT THE ASSISTANCE OR
APPROVAL OF THE COMPANY'S  PRINCIPAL  INDEPENDENT  AUDITORS.  AN AUDIT  INCLUDES
EXAMINING,  ON A TEST BASIS,  EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN
THE  CONSOLIDATED  FINANCIAL  STATEMENTS.  AS OF THE DATE OF THE  FILING OF THIS
REPORT,  NO INDEPENDENT  AUDIT EXAMINATION OF THE COMPANY HAS BEEN CONDUCTED FOR
THE FISCAL YEAR 1997.

     The Company has prepared the foregoing information based on current records
and information  available in order to help the Company's  shareholders  and the
investing  public  understand the financial  operations  and  performance of the
Company for the fiscal year ended 1997.  The Company has assembled the foregoing
information in accordance with generally accepted  accounting  principles,  with
the  objective  of  providing  data  which  is free of  material  misstatements.
Although the Company believes that the financial data and assumptions underlying
the enclosed financial statements are reasonable, any of the data or assumptions
could  be  inaccurate  and,  therefore,  there  can  be no  assurance  that  the
consolidated  financial statements included in this Form 10-KSB will prove to be
accurate.  In light of the significant  uncertainties  inherent in the unaudited
consolidated  financial  statements  included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  by the Company or any
other person that the information  provided is accurate or reliable for analysis
or investment purposes. The Company's most recent audited consolidated financial
statements can be found on the Company's Form 10-KSB for the fiscal years ending
June 30, 1995, and June 30, 1996, respectively.

     In addition, the notes to consolidated financial statements contain certain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,  which are
intended to be covered by the safe harbors  created  thereby.  These  statements
include the plans and  objectives of management  for future  operations  and are
based on current  expectations  that involve  numerous risks and  uncertainties.
Assumptions  related to the foregoing involve  judgements with respect to, among
other things,  future  economic,  competitive  and market  conditions and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately and many of which are beyond the control of the Company. Although the
Company  believes  that the  assumptions  underlying  the notes to  consolidated
financial statements are reasonable, any of the assumptions could be innaccurate
and,  therefore,  there can be no  assurance  that the notes or  forward-looking
statements  included in this Form 10-KSB will prove to be accurate.  In light of
these uncertainties, the inclusion of such information should not be regarded as
a  representation  by the Company or any other  person that the  objectives  and
plans of the Company will be achieved.


                                      F-1



<PAGE>


PART I.             AMERICAN CONSOLIDATED GROWTH CORPORATION
                         (and Wholly Owned Subsidiaries)
ITEM 1.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                              June 30, 1997
                                                              -------------
                                                                (unaudited)
Current assets
         Cash and cash equivalents                            $      2,140
         Accounts receivable - trade,
         Less allowance for doubtful accounts of $25,000           902,614
         Prepaid expenses                                           21,670
                                                              ------------
                  Total current assets                             926,424

Furniture and equipment, net                                  $    120,432
Other assets                                                        12,887

Total assets                                                  $  1,059,743
                                                              ------------


LIABILITIES and SHAREHOLDERS' DEFICIT

Current liabilities
         Current maturities of long term debt (Note 6)        $    295,751
         Common stock subject to put option (Note 8)                51,213
         Note payable (Note 5)                                     595,278
         Notes payable - related party (Note 10)                   230,700
         Checks written in excess of bank balance                  156,207
         Accounts payable                                          500,127
         Accrued payroll & taxes                                   234,592
         Accrued expenses - related party (Note 10)                 45,028
         Other current liabilities                                 180,109
                                                              ------------
             Total current liabilities                           2,289,005

Long term debt                                                $  1,267,999
Stockholders' deficit
         Series A, preferred  stock, $.10  par  value; 
           40,000,000 shares authorized.
            No shares issued and outstanding
            At June 30, 1997.
         Common Stock, $.10 par value;
           40,000,000 shares authorized.
           9,754,190 shares issued and outstanding
           At June 30, 1997                                   $     975,419
         Additional paid-in capital                           $  29,366,946
         Accumulated deficit                                    (32,839,625)
                                                              -------------
                                                               (  2,497,260)

             Total liabilities and shareholders' equity       $   1,059,743
                                                              -------------


See notes to unaudited consolidated financial statements


                                      F-2
   


<PAGE>

                    AMERICAN CONSOLIDATED GROWTH CORPORATION
                         (and Wholly Owned Subsidiaries)


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Fiscal Year Ended
                                                            June 30,

                                                     1997               1996
                                                     ----               ----

Revenues                                         $ 10,207,667      $  2,405,010

Direct expenses                                     7,786,456         1,794,063
                                                 ------------      ------------

Gross margin                                        2,421,211         2,259,221

Other expenses
   General and administrative expenses              2,346,576         2,506,546
   Depreciation and amortization                       72,463            71,205
   Interest                                           439,332           467,481
                                                 ------------      ------------
                                                    2,858,371         3,045,232

     (Loss) income from continuing
        operations (Note 9)                      $   (437,160)     $   (786,011)

Income (loss) per common share
   Continuing Operations                         $       (.04)     $       (.10)

Weighted average shares
   of common stock outstanding                      7,914,466         7,404,140









                                      F-3

<PAGE>
<TABLE>
<CAPTION>



                                               American Consolidated Growth Corporation
                                  Consolidated Statement of Changes in Stockholders' Equity (Deficit)
                                                             June 30, 1997
                                                                                                                          Total
                                                              Common Stock             Additional      Accumulated    Stockholders'
                                                        Shares            Amount     Paid-In Capital     Deficit    Equity (Deficit)
                                                        ------            ------     ---------------     -------    ----------------

<S>                                                   <C>                <C>           <C>             <C>               <C>        
Balance June 30, 1995                                 7,162,520          716,252       28,600,435      (31,700,691)      (2,384,004)
Common stock issued for cash                              5,000              500            4,500             --              5,000
Common stock issued for services                        495,750           49,575           62,800             --            112,375
Common stock issued for conversion
  of notes payable                                      109,167           10,917           98,898             --            109,815
Retirement of common stock                             (565,173)         (56,517)          75,718             --             19,201
Accrued officers' salaries contributed
  to capital                                               --               --            401,845             --            401,845
Net Loss                                                   --               --               --           (701,774)        (701,774)

------------------------------------------------------------------------------------------------------------------------------------
Balance June 30, 1996                                 7,575,966          757,597       29,576,028      (32,402,465)      (2,068,840)
Common stock issued for cash                               --               --               --               --
Common stock issued for services                        254,000           25,400            9,300             --             34,700
Common stock issued for conversion of
  notes payable                                       1,931,936           93,196         (215,107)            --            (21,911)
Retirement of common stock                              (18,225)          (1,826)          (3,275)            --             (5,101)
Common stock                                             10,516            1,052             --               --              1,052
Net Loss                                                   --               --               --           (437,160)        (437,160)

------------------------------------------------------------------------------------------------------------------------------------
Balance June 30, 1997                                 9,754,190          975,419       29,366,946      (32,839,625)      (2,497,260)









                                                                      F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                           AMERICAN CONSOLIDATED GROWTH CORPORATION
                                (and Wholly Owned Subsidiaries)

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Unaudited)
                                                                          Fiscal Year Ended
                                                                                June 30,

                                                                       1997                    1996
                                                                       ----                    ----
<S>                                                                <C>                    <C>
Cash flows from operating activities
  Net loss                                                          $(437,160)             $ (35,966)
  Adjustments to reconcile net loss to net
   cash used in operations to net cash provided
   by (used in) operating activities:
         Depreciation and amortization                                 72,463                 21,014
         Provision for losses on accounts receivable
         Loss on disposal of equipment
         Settlement payments on unrecorded debt
         Gain on sale of investments
         Interest on put option conversion
         Common stock issued for services
         Impairment of investment in affiliates
           and other investments
         Changes in operating assets and liabilities
                  Accounts receivable                                 157,775                106,120
                  Prepaid expenses                                     12,479                 12,000
                  Other assets                                          7,836                 12,890
                  Accounts payable and accrued liabilities           (214,859)              (147,936)
                  Accrued wages                                       222,609                   --
                                                                    ---------              ---------
                  Net cash used in operating activities              (178,857)             $ (31,878)

Cash flows from investing activities
  Acquisition of equipment                                                286                (23,179)
  Proceeds from sale of investment                                                           263,992
  Net change in due from related parties                                                      (5,699)
                                                                                           ---------
                  Net cash provided by investing activities         $     286              $ 235,114

Cash flows from financing activities
  Net change in note payable                                           24,644                (76,125)
  Payments on due to related parties
Proceeds from issuance of common stock                                    -0-                 16,500
                                                                                           ---------
                  Net cash provided by (used in) financing
                    activities                                         24,644              $(207,394)

Net increase (decrease) in cash                                      (153,927)                (4,158)

Cash at June 30, 1996                                                 156,067                      0
                                                                    ---------

Cash at year end                                                    $   2,140                      0




                                           F-5
</TABLE>

<PAGE>






          AMERICAN CONSOLIDATED GROWTH CORPORATION, INC. AND SUBSIDIARY
          -------------------------------------------------------------

              Notes to Unaudited Consolidated Financial Statements

Note 1 - Organization and summary of Significant Accounting Policies

Use of Estimates
----------------

The preparation of these unaudited  consolidated  financial  statements has been
undertaken in conformity with generally accepted  accounting  principles,  which
require  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 financial  statements  and the  reported  amounts of
revenues and expenses during the reporting period. Specifically,  estimates with
respect to future costs of  contingent  liabilities  outlined in Notes 5, and 9.
Actual results could differ from those estimates.

Income Taxes
------------

The Company  recognizes  deferred  tax  liabilities  and assets for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements or tax returns.  Deferred tax  liabilities  and assets are determined
based on the difference between the financial  statement and tax basis of assets
and liabilities  using enacted tax rates in effect.  The measurement of deferred
tax assets is reduced,  if  necessary,  by the amount of any tax benefits  that,
based on available evidence, are not expected to be realized.

Net Income (Loss) Per Common Share
----------------------------------

Net income  (loss)  per common  share has been  computed  based on the  weighted
average  number of common  shares  outstanding  during each year.  Common  stock
equivalents have been excluded from the weighted average number of common shares
outstanding as their effect would be anti-dilutive.

Accounting standards Not Yet Adopted
------------------------------------

In March 1995, the Financial  Accounting  Standards  Board issued  Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be disposed of," which  requires  impairment  losses to be recorded on
long-lived  assets used in operations  when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less  than  the  assets'  carrying  amount.  Statement  121  also  addreses  the
accounting  for  long-lived  assets that are  expected  to be  disposed  of. The
Company adopted Statement 121 in 1996 the adoption of which had no effect on the
Company's financial statements.

In October 1995, the FASB issued  Statement  123,  "Accounting  for  Stock-Based
Compensation" (FAS 123"). FAS 123 establishes financial accounting and reporting
standards for stock-based employee  compensation plans. FAS 123 is effective for
transactions entered into in fiscal years beginning after December 15, 1995. The
Company  currently  acounts  for  stock-based   compensation  awards  under  the
provisions  of Accounting  Principles  Board Opinion No. 25, as permitted by FAS
123, and intends to continue to do so.


                                      F-6


<PAGE>




          AMERICAN CONSOLIDATED GROWTH CORPORATION, INC. AND SUBSIDIARY
          -------------------------------------------------------------

              Notes to Unaudited Consolidated Financial Statements

Note 2 - Mangement's Plan

The accompanying consolidated financial statements have been prepared on a going
concern basis which  contemplates  the  realization of assets and liquidation of
liabilities  in the  ordinary  course of  business.  The  Company  has  suffered
recurring  losses from  discontinued  operations  and as of June 30,  1997,  the
Company had a working  capital  dificiency  of  $1,362,581  and a  stockholders'
deficit of $2,497,260.  The Company's ability to meet its current obligations is
dependent  upon  obtaining  adequate  sources of  financing  or  maintenance  of
sufficient  porfitablility  from  solvent  operations.  The Company is currently
negotiating  outside  financing,  however,  there is no assurance  the financing
alone will be  sufficient.  Assuming  the  subsidiary  continues  to  experience
positive  cash flow and  current  negotiations  to secure new sources of outside
financing are finalized during the current fiscal year,  management believes the
Company will be able to successfully meet all of its current obligations.  There
can be no assurances that the Company will be successful in these endeavors. The
accompanying  consolidated  financial  statements do not include any adjustments
relating to the  recoverability  and classification of recorded asset amounts or
amounts and  classifcation  of  liabilities  that might be necessary  should the
Company be unable to continue in existance.

Note 3 - Furniture and Equipment

Furniture and equipment at June 30, 1997 consists of the following:

         Office equipment and autos                   $107,769
         Office furniture and fixtures                 778,554
                                                       -------
                                                       886,323
         Less accumulated depreciation                (765,891)
                                                      -------- 

         Furniture and equipment - net                $120,432
                                                      --------

Note 4 - Note Payable

The Company has a short-term  financing agreement which is collateralized by the
Company's  accounts  receivable.  The note  carries an  interest  rate of 14.25%
annually and matures  October,  1997,  with an automatic one year renewal at the
option of the Company. The outstanding balance at June 30, 1997 was $595,278.

Note 5- Long Term Debt

Long-term debt consists of the following at June 30, 1997:

Notes payable to former noteholders of EHI (Note 7) with interest
at  14%,  payable  quarterly  through  February  2003,  when  all
principal  and  unpaid  interest  is due.  The  noteholders  were
granted a  security  interest  in a life  insurance  policy on an
officer of the Company.                                            $1,267,999


                                      F-7


<PAGE>


Notes  payable to private  investors  with  interest at 10%.  The
notes  currently  are in default.  Certain  note holders have the
option of converting note obligations into restricted shares at a
conversion  price of $2 per  share of  common  stock.  Notes  are
without collateral.                                                    63,136

Note payable to an unrelated company with interest at 20% through
May, 1997 when all principal and unpaid  interest is due. Note is
in default with  collateral of assets of the Company not assigned
to Concord  Growth Corp.,  EHI's  accounts  receivable  financing
lender.                                                                43,714

Note  payable to private  investor  with  interest  at 14%,  note
balance due in full in October,  1997.  The note is guaranteed by
the  subsidiary  of the  Company and is  convertible  into common
stock of AMGC at 65% of the fair market value  immediately  prior
to conversion.                                                         45,000

Note  payable to private  investor  with  interest  at 14%,  note
balance due in full in October,  1997.  The note is guaranteed by
the  subsidiary  of the  Company and is  convertible  into common
stock of AMGC at 65% of the fair market value  immediately  prior
to conversion.                                                         25,000

Note  payable to private  investors  with  interest at 10%,  note
balance  due in full in August  1995.  The note is  currently  in
default. Note is guaranteed by the subsidiary of the Company.          35,000

Note  payable to private  investor  with  interest  at 12%,  note
balance due in full in August  1998.  Note is  guaranteed  by the
subsidiary of the Company.                                             80,000

                                                                   $1,559,849

Note 6 - Commitments

Operating Leases
----------------

The Company leases office space in Overland Kansas.  The lease expires in August
1998. The Company is responsible for taxes,  insurance,  utilities and operating
expenses.  The lease  contains  an  excalation  clause  that  allows  the rental
payments to be  increased by $2,025  annually.  The lease  agreement  allows the
lessee  the  option to renew the  lease  for an  additional  5 years at the then
current market rate.

The Company leases office space in Tustin,  California  expiring  February 1999.
The  Company  is  responsible  for taxes,  insurance,  utilities  and  operating
expenses.  The lease contains a renewal  option for up to two  additional  three
year periods.

The  Company  leases  its  corporate  facility  and has a renewal  option for an
additional five years at the then current market rate.

The following is a schedule of minimum rental payments  required under the above
referenced operating leases as of June 30, 1997:


                                      F-8


<PAGE>


       Years-Ending
       June 30                     Amount                 Estimated Surcharge
       -------                     ------                 -------------------

       1998                        208,972                  38,580
       1999                        111,364                  38,580
       2000                         84,305                  40,000
                                  --------                --------
                                  $634,859                $117,160

     Total rent expense  charged to operations for the years ended June 30, 1996
and 1997 was $264,924 and $263,780, respectively. The Company's operating leases
require  current monthly  payments of $20,250 with  expirations at various dates
through May, 2000. The Company is responsible for taxes, insurance and operating
expenses.

Common Stock Subject to Put Option
----------------------------------

On January 18, 1997, the Company issued  1,839,724  restricted  common shares to
certain  former EHI debt holders at a value of $0.14 per share,  the fair market
value of the stock as  determined  by the  Company on that  date.  The stock was
issued pursuant to debt conversion  agreements  providing that additional shares
were to be issued in the event the fair market value of the stock remained below
$1.00 per share at December 31, 1996. In the year ended fiscal 1996, Outstanding
common stock  subject to put option of  $1,230,594  was  converted to seven year
notes expiring in 2003 and $368,702 was converted to restricted common stock.

Note 7 - Related Party Transactions
-----------------------------------

On March 17, 1997, the Company terminated employment agreements for EHI officers
Norman and Valerie Fisher  pending  completion of a proposed  management  buyout
plan. As of the date of filing of this report,  the plan has not been finalized.
The  Company is  currently  providing  on an interim  basis a monthly  salary of
$5,708 to each of the officers,  which includes monthly automobile allowances of
$500.

During fiscal 1997, the Company  entered into a note payable with an employee of
EHI in the amount of $35,000. The note provides for monthly interest payments at
14% through  April 1997 when all  principal  and  interest  is due.  The note is
currently in default and provides no collateral.

At June 30,  1997,  the Company and its  subsidiary,  Eleventh  Hour,  Inc.  had
outstanding  notes payable totaling  $285,000 due officers and directors of AMGC
and EHI. The Notes are in default and unsecured, and provide for a one year term
at 14% interest.  The AMGC notes are convertible into restricted common stock of
the Company at a price equal to 65% of the average bid price of the stock during
the thirty days prior to conversion.

During fiscal 1997,  1,839,724 shares of common stock were issued to former debt
holders of the Company pursuant to debt conversion and common stock subscription
agreements executed on March 1, 1996. The shares were issued at a value of $0.14
per share,  the fair market value of the stock as determined by the Board on the
date of issuance.


                                      F-9


<PAGE>

During fiscal 1997, 24,000 shares of common stock were issued to outside members
of the board of directors for board meeting  attendance.  The shares were issued
at a value  $4,800,  or $0.20 per share,  the fair market  value of the stock as
determined by the Board on the date of issuance.

Note 8 - Income Taxes

Subsequent  to  fiscal  year  ended  June 30,  1997,  the  Company  resolved  an
outstanding tax dispute with the IRS for the years 1990,  1991,  1992, 1993, and
1994. The IRS determined  that due to a prior change in the control and business
of the Company,  former net operating  loss  carry-forwards  were  disallowed of
approximately  $14,000,000.  In addition,  the Company was  assessed  $60,000 in
corporate taxes with $20,000 in penalties and interest due, which have yet to be
paid to date.

Note 9 - Contingent Liabilities

Subsequent to fiscal year ending June 30, 1997, the Company reached a settlement
agreement with the North Dakota  Securities  Commission  alleging  breach of the
State's  "Blue Sky"  securities  laws.  The  agreement  confirms  no  violations
occurred and the Company agreed to repay $80,000 to a former EHI investor who is
currently a resident of North Dakota.

At June 30, 1997,  the Company had  outstanding  debts of $36,581,  and $14,632,
respectively,  due two former  investors of EHI. At June 30, 1997, the Company's
efforts  to  renegotiate  payment  terms or  conversion  of the debt  have  been
unsuccessful  and the Company is unable to determine  the outcome of this matter
or what material consequences may occur.

During  fiscal  1997,  the Company was a party to Display  Group LLC vs. AMGC, a
civil action in Colorado  concerning the ownership of 1,400,000 common shares of
Advanced Display  Technologies,  Inc., a former affiliate of the Company. Due to
the  non-performance  of this investment,  the shares were written to a value of
zero in the  Company's  certified  audit of fiscal  1995.  As of the date of the
filing of this  report,  pending the outcome of a jury trial on the matter,  the
Company is unable to predict the  outcome of the case.  In the event the Company
is unsuccessful  in its efforts to retain the subject shares,  in the opinion of
counsel,  no adverse  consequences are anticipated to occur, other than the loss
of the title to the stock.  During fiscal 1997,  the Company  assigned its legal
rights and  expenses  in this case to a third party  desiring to pursue  related
claims against ADTI as result of former  agreements  concerning the licensing of
ADTI  technologies in prior years. The Company incurred $6,655 in legal expenses
prior to the  assignment  agreement  but carries no ongoing legal expense in the
case.

Note 10 - Stock Option Plans

As of June 30, 1997,  the Company's  existing  stock option plans as ratified by
the  shareholders in fiscal 1996 are: the 800,000 common share Equity  Incentive
Plan for all  full  time  employees,  the  400,000  common  share  Non-Qualified
Employee Stock Option Plan for key management employees,  and the 100,000 common
share  Non-Employee  Director Stock Option Plan for outside members of the board
of directors. (See the Company's Form 10-KS/A for the fiscal year ended June 30,
1996).  On December 4, 1996,  pursuant to the  recommendation  of the  Company's
Stock Option Plan  Committee,  the Board of Directors  rescinded 3 stock options
awarded in 1996 under the Equity Incentive Plan to employees of EHI.

The following is a summary of options
awarded and outstanding as of  June 30, 1997: 

                                         Number of Options       Exercise Price
                                         -----------------       --------------

    Incentive Plan Options                    100,000            $1.00 per share
    Non-Qualified Plan Options                400,000            $1.00 per share
    Director Options                           50,000            $0.25 per share
                                             --------            ---------------
    Outstanding at June 30, 1997              550,000            $0.25 to $1.00
                                                                       per share


                                      F-10