21
  
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                          FORM 10-KSB/A
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ending June 30, 1996
                 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.)
                                
     8100 E. Arapahoe Road, Suite 309, Englewood, CO  80112
        (Address of principle executive offices)    (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:
$8,897,455.

     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,
1996,  was $853,198.   A total of 3,412,792 shares were owned  by
non-affiliates as of June 30, 1996.

     The number of shares of Common Stock, $.10 par value,
outstanding on June 30, 1996 was 7,601,321 shares.

     Transitional Small Business Disclosure (check one):  Yes___
No _X_

               Documents Incorporated by Reference
                              None.
                                
                                
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




                                
                                
                                
                                
                                
                             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.,
a  national staffing services business.  The common stock of  the
Company  is  traded  under the symbol "AMGC"  on  the  Electronic
Bulletin Board, NASDAQ (OTC-BB). The principle executive  offices
of  the Company are located at 8100 E. Arapahoe Road, Suite  309,
Englewood,   CO   80112.   Telephone  number:   (303)   220-8686.
Facsimile number:  (303) 220-3288.

      Prior to the acquisition of Eleventh Hour, Inc. in June  of
1994,  the  primary  purpose  and business  of  the  Company  was
"technology  banking," or the acquisition of  and  investment  in
U.S.-based  emerging growth technologies.  The primary technology
assets  formerly  held were significant equity positions  in  two
Colorado  corporations:   Advance  Display  Technologies,   Inc.,
("ADTI") a research and development stage company engaged in  the
fiber  optics  display  field, and Ultratech  Knowledge  Systems,
Inc.,  DBA  AGTsports, Inc., ("AGT") a research  and  development
stage  company  engaged  in the computer  software  and  services
business  for  the golf and recreation industries. Subsequent  to
fiscal  year  ended  June 30, 1995, due to  continuing  financial
difficulties  and the inability of Advanced Display Technologies,
Inc.  and AGTsports, Inc. to bring their products to market, both
of these investments were written down to zero value on the books
of  the  Company.   (See the Company's Form  10-KSB/A,  June  30,
1995).

     On July 1, 1994, the Company acquired 100% of the issued and
outstanding  common shares of a private company,  Eleventh  Hour,
Inc., ("EHI"), and its affiliated entities, in consideration  for
one  million  restricted  shares  of  the  Company's  issued  and
outstanding  common stock.  EHI is a national  staffing  services
company engaged in temporary and permanent employee placement and
outsourcing.   The company and its operations are  discussed  in-
depth  herein.   (See  "Business of Issuer"  and  "Investments  -
Eleventh Hour, Inc.").

     On January 26, 1995, the Company acquired new management and
changed  the  Company's primary purpose and  business  to  engage
exclusively  in  developing  the staffing  services  business  of
Eleventh  Hour,  Inc.   In order to increase  shareholder  value,
management  authorized  implementation of  a  restructuring  plan
calling  for  the  termination of all  former  technology-related
activities and the elimination of all non-producing assets of the
Company.

      On  June  27, 1996, the annual meeting of AMGC stockholders
was  held in Englewood, Colorado.  The stockholders ratified  the
election of the newly expanded Board of Directors of the  Company
and  approved three stock option plans.  (See - Part I , Item  4.
"Submission of Matters for a Vote of Security Holders " and  Part
III. Item 9. "Directors and Executive Officers").

      As  of  June  30,  1996, the Company had a working  capital
deficiency   of  approximately  $1,052,000  and  a  stockholders'
deficit  of  $2,069,000.   Although  the  Company  continues   to
experience lack of adequate funding to fully pursue its  business
objectives,  following  the  recent completion  of  the  internal
restructuring efforts and assuming new sources of financing  will
be  secured, the Company believes it will be able to successfully
meet all of its current obligations.


Investments

      As of June 30, 1996, 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,  1996, the Company held 1,400,000  common
shares  of  Advanced Display Technologies, Inc., a  research  and
development  company and former affiliate of  AMGC.   During  the
year  ended  June 30, 1995, due to ADTI's failure  to  bring  its
products to market and as a result of the significant decrease in
trading  volume and quoted stock price of ADTI, the  shares  were
written  down  to  a value of zero on the books of  the  Company.
Additionally,  as  reported in the Legal Proceedings  section  of
this  report, the shares have become the subject of a lawsuit  in
Colorado.  (see "Legal Proceedings - ADTI").

      Pursuant  to the internal restructuring plan authorized  by
the  Board  of  Directors in fiscal 1995,  the  Company  divested
itself  of  its former shareholdings and investment in AGTsports,
Inc.  in  September of 1995.  The Company entered  into  a  joint
venture  agreement with Global Links Trading, Limited, ("GLT")  a
computer software licensing company and transferred 100%  of  its
shareholdings  of  AGTsports, Inc. to  GLT  in  exchange  for  an
overriding royalty of 15% on gross sales of certain GLT products.
For  the fiscal year ending June 30, 1996, GLT produced no  sales
relating to the Company's joint venture agreement with GLT.   The
agreement  carries  no expense to the Company.   Pending  further
development  of GLT products and markets, management can  provide
no  assurance GLT will be successful in its business plan  or  in
achieving  sales which would result in material royalty  payments
to the Company.

      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.

Business of Issuer

      The  primary business of the Issuer is development  of  its
wholly owned subsidiary, Eleventh Hour, Inc., a national staffing
services  business.  Eleventh Hour, Inc. ("EHI") was acquired  on
June  30, 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 seven year promissory notes.  (See "Notes to
Consolidated Financial Statements - Note 8").

Services and Products of EHI

      EHI  is  a  national  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 national network  of
eight (8) Company-owned branch locations in California, Colorado,
Kansas  and  Missouri.  During its most recent fiscal  year,  the
subsidiary served more than 5,000 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.

      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    client's   Human
Resources  department, 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.

      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 principle executive offices of  EHI  are:
Eleventh  Hour,  Inc.,  8100  East  Arapahoe  Road,  Suite   311,
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 is
one  of the fastest growing segments, 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.
These  employees  represented over  85%  of  EHI's  annual  gross
revenues in fiscal 1996.  Permanent placement of executives is  a
secondary market for EHI.

      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 fifth anniversary of growth in March, 1996.

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  8  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 1997.  The profile  for
such  targets  includes businesses with core  temporary  accounts
generating  revenues  of  up to $5,000,000  annually.  Management
believes such acquisitions can be made without excessive  capital
outlay utilizing existing EHI resources management and personnel.

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 which focus 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,  1996,   EHI
fully  complies  with  the terms of this legislation  as  a  U.S.
employer.

Research and Development Costs

      As  of  June 30, 1996, 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, Inc."



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, 1996, the Company had one
full  time employee together with 38 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").

International Operations

           The  Company conducted operations only in  the  United
States.

Item 2.  Properties

      During  the fiscal year ending June 30, 1996, the Company's
business  offices were located at 8100 East Arapahoe Road,  Suite
309,  Englewood, CO, 80112, where the Company offices at present.
The  office  space,  located  in a modern  three  story  building
completed  in  1987, is leased under a three year non  cancelable
lease  expiring  in  March, 1998, 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,
Tustin,   California,   Englewood,  Colorado   and   Springfield,
Missouri.    (See  Operating  Leases  in  Notes  to  Consolidated
Financial  Statements).  The following is a  schedule  of  future
minimum  rental  payments  required under  the  above  referenced
operating leases as of June 30, 1996:

<TABLE>
<CAPTION>
<S>       <C>                 <C>
          Years-Ending
          June 30                  Amount

          1997                  $ 230,218
          1998                    208,972
          1999                    111,364
          2000                     84,305
                                $ 634,859
</TABLE>
     Total rent expense charged to operations for the years ended
June  30,  1995 and 1996 was $221,948 and $264,924, respectively.
The  Company's operating leases require current monthly  payments
of $21,960 with expirations at various dates through May, 2000.




Item 3.  Legal Proceedings

      On July 19, 1996, the Company became a defendant in Display
Group,  LLC  vs. American Consolidated Growth Corporation,  Civil
Action  No.  96-CV-1560, Division 5 of Arapahoe  County  District
Court,  in the State of Colorado.  The suit is a replevin  action
concerning  1,400,000  shares of ADTI  common  stock  brought  by
Display  Group,  LLC,  the  management arm  of  Advanced  Display
Technologies,  Inc., a former affiliate of the  Company.   As  of
September 30, 1996, the preliminary finding of the Court was that
a  reasonable probability existed for possession of the shares to
be  held  by  the  Plaintiff and the shares were turned  over  to
Display Group 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.   Although the shares were written to a value of  zero  in
fiscal  1995,  the Company believes the case is material  due  to
other outstanding issues arising from transactions involving  the
Company  and  Display  Group, LLC, ADTI and  their  officers  and
directors.   Upon  review  of the facts and  historical  evidence
available to the Company, Management believes there is  a  strong
likelihood it shall become involved in extensive litigation  with
these parties in order to recover property of the Company and  to
protect the interests of the Company and its shareholders.   (See
"Notes to Consolidated Financial Statements - "Footnote 12").

      In September of 1996, as a separate matter unrelated to the
replevin case, the Company received notice from Jeff Robinson  of
Corporate Partners, Inc. of a claim involving a $250,000  license
fee  allegedly due CPI as a result of agreements related  to  the
licensing   of  the  ADTI  technology  between  CPI  and   former
management  of  the Company in prior years.  Although  no  formal
suit  has been filed, the Company believes there is no basis  for
the  allegation and intends to refute and vigorously  defend  any
such  action, if necessary. (See "Notes to Consolidated Financial
Statements - "Footnote 12").

      In  June  of 1996, the Company received notice of Complaint
from  the  North Dakota Securities Commission alleging breach  of
the State's "Blue Sky" securities laws.  The Company believes the
action is the outgrowth of an offer by AMGC in February, 1996  to
convert  a  $50,000 obligation owed to a former EHI investor  and
North  Dakota  resident  into restricted common  stock  and/or  a
promissory  note.  As of June 30, 1996, the Company believes  the
Commissioner's office will pursue the matter and  a  hearing  was
scheduled  to  be  held  in October of  1996.   The  Company  has
retained special legal counsel in North Dakota to review the case
and  as of the date of the filing of this report, the Company  is
unable  to predict the outcome of this matter and what,  if  any,
material or financial consequences may result.

      In  September of 1996, the Company received notice from the
Internal  Revenue Service to provide information  concerning  the
tax  year ended 1994.  On October 9, 1996, a meeting was held  at
the  offices of the Company with an agent of the IRS to determine
the  accuracy  of  certain items reported on  the  Company's  tax
returns for those periods.  As of the date of the filing of  this
report,  the Company is unable to determine the outcome  of  this
examination  and what, if any, material or financial consequences
may result.


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

     On June 27, 1996, the following directors were appointed for
a  three  year term of service at the annual meeting of  security
holders  of  the  Company  in Englewood,  Colorado,:   Norman  L.
Fisher, Valerie A. Fisher, Cory J. Coppage, Geoff Dawson and  Joe
Lee.   The security holders of the Company ratified the following
items as contained in the 1996 annual proxy statement:

1)    Election  of  Directors:   The  following  directors   were
appointed for a three year term of service:
<TABLE>
<CAPTION>
<S>            <C>       <C>       <C>       <C>
               VOTES:             For       Against        Abstain
       Norman L. Fisher       4,993,423     21,232         12,770
       Valerie A. Fisher      5,003,426     18,725          2,767
       Cory J. Coppage        5,003,425     18,723          2,768
       Geoff Dawson           5,003,433      9,644          2,760
       Joe Lee                5,003,433      9,643          2,760

2)     Equity Incentive Plan: 4,184,338     21,401         85,881
     (See below)

3)   Non-Employee Director 
     Plan.                    4,147,182     58,873         85,565
     (See below)

4)   Employee Non-Qualified
     Plan.                    4,165,739     36,240         89,641
     (See below)

5)   Annual Meeting Matters.  4,157,694     14,630        119,276
     (None required)
</TABLE>
Equity  Incentive  Plan.   The 1996 Equity  Incentive  Plan  (the
"Incentive Plan") was adopted in order to provide for  the  grant
of  qualified  incentive stock options to full time employees  of
the Company.  The Incentive Plan provides for a maximum number of
800,000  shares of Common Stock. Incentive Plan participation  is
limited   to  employees  who  perform  vital  services   in   the
management,  operation and development of  the  Company  and  who
significantly contribute to the achievement of the Company's long-
term  corporate  economic  objectives.  The  following  employees
received   100,000  share  incentive  stock  options  under   the
Incentive  Plan:   Norman  L. Fisher,  President,  Treasurer  and
Director, Valerie A. Fisher, Vice President and Director, Cory J.
Coppage,  Chief  Operating Officer, Secretary and  Director,  and
Mary  Y. Hartley, EHI Vice President and Controller.  All options
were granted with an exercise price over thirty percent above the
fair  market value of the Common Stock at the time of  the  grant
($0.76 per share), or at $1 per share.  As of June 30, 1996,  the
current  market  value  of  the Common Stock  remains  below  the
exercise  price,  therefore no dollar value is  attached  to  the
options at present.

Non-Employee  Director Stock Option Plan.  The 1996  Non-Employee
Director Stock Option Plan, (the "Director Plan") was adopted  in
order  to provide non-employee directors with added incentive  to
continue  in the service of the Company.  Awards under  the  Non-
Employee Director Plan provide for the grant of options  to  each
non-employee  member of the Company's Board of  Directors  at  an
exercise price equal to or not less than the fair market value of
the  Common Stock on the date of grant.  Under the Director Plan,
the  maximum number of shares of Common Stock that may be granted
is  100,000. Two directors have been granted 25,000 share options
under  the  Director  Plan:  Geoff Dawson  and  Joe  Lee.    Both
options carry an exercise price equal to the fair market value of
the Company's Common Stock at the time of grant, ($0.25).

Employee Non-Qualified Stock Option Plan.  The 1996 Employee Non-
Qualified Stock Option Plan (the "Employee Plan") was adopted  in
order  to provide for the grant of non-qualified incentive  stock
options  to  a  key employee of the Company.  Under the  Employee
Plan, the maximum number of shares of Common Stock represented by
options  is  400,000 shares. Upon exercise of  the  options,  the
option holders must pay to the Company the full exercise price as
established  by  the  plan  in order  to  acquire  their  shares.
Employee  Plan participation is limited to Norman L. Fisher,  the
Chief Executive Officer of the Company's wholly owned subsidiary,
Eleventh  Hour,  Inc.,  who  performs  vital  services   in   the
management,  operation and development of EHI  and  significantly
contributes  to  the  achievement  of  the  Company's   long-term
corporate  economic  objectives. Mr. Fisher  received  a  400,000
share option to purchase shares of the Company's Common Stock  at
an  exercise price of $1.00 per share.  As of June 30, 1996,  the
exercise  price  of the option remains above the  current  market
value  of  the stock and as such, no dollar value is attached  to
the option.
                                
                             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."
<TABLE>
<CAPTION>

                                        (1) Bid
<S>                           <C>               <C>
          Quarter Ending     (2) High         (3) Low
          June 30, 1996      $   0.37         $   .25
          March 31, 1996         0.37             .25
          December 31, 1995      0.25             .18
          September 30, 1995     0.44             .37
          June 30, 1995          0.41             .25
          March 31,1995          1.25             .38
          December 31, 1994      4.50            1.37
          September 30, 1994    10.00b           8.50 (4)
          June 30, 1994          3.50            1.50
</TABLE>
(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,  1996.   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.

(4)   In May of 1993, the Company reverse-split its common  stock
10 for 1, which likely contributed to the significant rise in the
stock price as shown.

Holders of Record

      As  of  June  30,  1996,  there  were  approximately  2,100
shareholders of record of Common Stock.

Dividends

      For the fiscal years 1994, 1995 and 1996, 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 Notes to Consolidated Financial Statements -  Note
7.   "Commitments").   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, 1996,  revenues  were
$8,897,455  as  compared  to the year ending  June  30,  1995  of
$10,372,461.   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.   However,
gross  margins remained relatively stable over the  same  period:
$2,682,410 in fiscal 1995 compared to $2,259,221 in fiscal  1996.
For the year ended June 30, 1996, direct expenses were $6,638,234
and  interest  expenses totaled $467,481.   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  1996,  income related to certain discontinued  operations
was  recognized of $84,237.  The Company experienced  significant
legal,  accounting and other related costs which are included  in
both discontinued and continuing operations.  Certain legal costs
included  in discontinued operations were offset by the  gain  on
sale  of  investments  of approximately  $170,000.   Decrease  in
revenues was also attributed to the termination of a major client
account in fiscal 1996 as a result of expenses related to workers
compensation claims which made the account unprofitable.

      As  of  June  30,  1996, the Company believes  the  primary
internal restructuring measures have been successfully completed.
These  efforts  included  a change in  the  primary  purpose  and
business  of the Company, the write down and liquidation  of  all
non-performing  assets,  the resolution of  numerous  outstanding
business  matters related to the former business of the  Company,
the  reduction  or elimination of significant portions  of  short
term  debt and the adoption of new measures designed to  increase
working capital and revenues.  In the opinion of management,  the
Company  has progressed significantly as compared to  the  period
ending  June 30, 1995.  Short term debt obligations were  reduced
by  45%  through the conversion of $1,599,296 of short term  debt
into  equity  and long term promissory notes, thereby  increasing
cash flow of the Company.  The Company assisted in providing  new
working capital and management support to alleviate certain debts
of EHI and improve its operations.

      Subsequent  to  June 30, 1996, the Company entered  into  a
preliminary  financing agreement with Concord Growth Corporation,
of Palo Alto, California to refinance the accounts receivables of
EHI.   The  agreement is expected to significantly  reduce  EHI's
interest expense on accounts receivables financing by over  fifty
percent  and  provides a new credit line of up to  $1.5  million.
The  Company  believes  EHI will utilize  the  new  financing  to
complete  targeted  acquisitions of local and  regional  staffing
businesses  in  the  period  ending  December  31,  1997  and  to
accomodate  future sales growth of EHI.   Although  no  assurance
can  be  provided that acquisitions will be made  or  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  1996,  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 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,  1996  was
$156,067 and current assets were $1,250,605.  Current ratios  for
the year ending June 30, 1996 were .54 to 1 as compared to .31 to
1  the  previous year.  There was a significant change in working
capital during fiscal year 1996 due mainly to the change  in  the
purpose  and  primary business of the Company.  As  of  June  30,
1996,  the Company had a working capital deficiency of $1,052,150
and  a  stockholders' deficit of $2,068,840 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.

      Assuming  the  subsidiary business continues to  experience
positive cash flow and to be profitable on a going forward  basis
and  provided  new  sources  of outside  financing  are  secured,
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, 1996, the Company has material commitments
for capital expenditures including promissory notes of $1,230,594
which  come  due in February, 2003 and carry 14%  interest.   The
interest  is  payable  quarterly  at  approximately  $45,000  per
quarter.  (See Notes to Consolidated Financial Statements -  Note
8).

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.
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,  which  result  in
vacation time for many temporary and permanent EHI employees.

Item 7.  Financial Statements and Supplementary Data

      This  response is submitted as a separate section  of  this
report (see Consolidated Financial Statements - Pages F-1  to  F-
19).

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, 1996, the Executive Officers and Directors of
the Company, their ages and positions held in the Company were as
follows:
<TABLE>
<CAPTION>
<S>                           <C>           <C>
Name                          Age           Positions held

Norman L. Fisher               49           President, Treasurer, Director

Valerie  Fisher                48           Vice President and Director

Cory  J.  Coppage              33           Chief Operating Officer
                                            Secretary and Director

Joe Lee                        62           Director

Geoff Dawson                   54           Director
</TABLE>
The  directors serve for a term of three years.  All of the above
directors  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.

Biographical Information

Norman L. Fisher - President, Treasurer and Director
Mr.  Fisher  is  the  co-founder, President and  Chief  Executive
Officer  of  EHI and the President and Treasurer and 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,  49, 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.

Valerie Fisher - Vice President and Director
Mrs.  Fisher, 48, is the co-founder and Executive Vice  President
of  EHI  and Vice President and Director of AMGC.  She  has  over
eighteen  years of experience in the personnel services industry,
entering  the business as an Account Manager for Norrell Services
in 1977.  In 1979, Mrs. Fisher was responsible for establishing a
new  branch  location for Norrell in Anaheim,  California,  which
achieved  profitability within its first six months of operation.
In 1982, she left Norrell to join her husband, Mr. Norman Fisher,
in  establishing operations in Colorado for Talent Tree, Inc.;  a
successful  enterprise which also achieved  profitability  within
its  first  seven months of operation.  In 1983,  as  a  Managing
Director, Mrs. Fisher expanded Talent Tree's presence in Colorado
and later, as Vice President and General Manager of the Company's
Colorado  branch, was responsible for developing a  state-of-the-
art  computer system for the Company, including the  majority  of
all  operating  systems, accounting systems and sales  management
functions.    Mrs.  Fisher  was  responsible  for  the   creative
development  of  many  of  Talent Tree's marketing  and  staffing
concepts and supervises these and other functions at EHI.

Cory  J.  Coppage   -  Chief  Operating  Officer,  Secretary  and
Director
Mr.  Coppage, 33,  is the Chief Operating Officer, Secretary  and
Director  of  the Company.  He has over seven years  of  business
management  experience  including  two  years  of  administration
service   with  AMGC.   Mr.  Coppage  is  a  graduate  of   Regis
University,  where  he  earned a Bachelor of  Science  Degree  in
Business  Administration.   From 1989 to 1994, he gained valuable
management  experience  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, prior to joining the Company  as
assistant  Secretary of the Corporation and aide to the  Chairman
in  1994.  In 1995, Mr. Coppage became the Secretary of AMGC  and
received an appointment to the AMGC Board of Directors.   He  has
studied  corporate  finance and marketing  and  has  successfully
completed  educational programs in the areas of SEC reporting  of
public companies and shareholder and investor relations.   He  is
the   Director  of  Shareholder  Relations  and  assists  in  the
development,   publishing  and  distribution   of   informational
materials on the Company.

Geoff Dawson - Director
     Mr. Dawson, 55, accepted an appointment as an outside member
of the Board of Directors of AMGC on January 25, 1996.  He is the
Non-Executive  Chairman  of  Global Links  Trading,  Ltd.,  Chief
Executive   Officer  of  R.S.P.D.  International,  Ltd.,   G.P.D.
Holdings,  Ltd.,  and  a  Director of Promindus  BVBA  (Belgium),
George  Philips  Holdings, Ltd. and ACCRESS BVBA (Belgium).   Mr.
Dawson  has  wide  experience in international business  with  an
emphasis  on  real  estate  investments and  international  trade
projects in developing countries.  He is a British citizen and  a
graduate  of  the  Chambers  College  of  Engineering   and   the
Northhampton  School of Architecture.  From  1980  to  1990,  Mr.
Dawson  was  a  Director  of the European  Property  Trust.   His
present   duties   at   R.S.P.D.  International,   Ltd.   include
initiating,  building  and  expanding  the  Company's  acitivites
throughout  Europe  and in South Africa as a  major  real  estate
investment, development and trading company.



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.

      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.


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").
<TABLE>
<CAPTION>
<S>                               <C>                    <C>
Name  and Position        Annual Compensation          Long Term Compensation
                                Salary                      Securities
Underlying Options (1)

Norman L. Fisher              $113,960 (2)                  $500,000
President and Treasurer
President & CEO of EHI

Valerie A. Fisher             $123,527 (2)                  $100,000
Vice President
Executive Vice President of EHI

Cory J. Coppage               $46,512 (3)                   $100,000
Chief Operating Officer
and Secretary
</TABLE>
(1)  All stock options as indicated above were established by the
Compensation Committee of the Company on April 3, 1996 at a  fair
market  value of $0.76 per share.  The options carry an  exercise
price  of $1.00 per share and were ratified at the annual meeting
held  on  June 27, 1996.  As of June 30, 1996, none of the  stock
options  have been exercised.  (See "Part I. Item 4 -  Submission
of Matters for a Vote of Security Holders").

(2)   Indicates  salary  paid  by  the  Company's  wholly   owned
subsidiary,  Eleventh Hour, Inc.  Mr. and Mrs.  Fisher  are  full
time employees of EHI.

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

Other Compensation

      Additional  compensation paid to officers  of  the  Company
during fiscal 1996 included salary and expenses of $18,900 to  B.
Greg  Bohannon,  C.P.A.,  who served as interim  Chief  Financial
Officer from January 25, 1996 to June 14, 1996.  The compensation
was  paid  subsequent  to June 30, 1996 in  the  form  of  15,000
restricted  common  AMGC  shares at $1.00  per  share,  with  the
balance  of  $3,900 to be paid in cash or by note in the  future.
On  January  25,  1996, Mr. Bohannon received a  stock  award  of
50,000 restricted common AMGC shares as consideration for joining
the  Company and entered into a stock purchase agreement  for  an
additional   50,000  restricted common  AMGC  shares.   The  fair
market  value of the stock as determined by the Board on  January
25, 1996 was $0.25 per share.  The stock purchase was made with a
one year collateralized note of $12,500 which was accelerated and
paid   in   full  on  June  27,  1996.  (See  Item  12.  "Certain
Relationships and Related Party Transactions").

     Mickey E. Fouts, former interim Chairman and Chief Executive
Officer,  received compensation of $34,667, including salary  and
expenses  for  the period January 17, 1996 to June 27,  1996.  On
January  17,  1996,  Mr.  Fouts entered  into  a  stock  purchase
agreement for 300,000 restricted common AMGC shares at $0.17  per
share,  the fair market value of the stock as determined  by  the
Board  on  that  date.  The purchase was made  with  a  one  year
collateralized  note which was accelerated and paid  in  full  on
June  27, 1996.  (See Item 12. "Certain Relationships and Related
Party Transactions").

      During  fiscal  1996, Mary Y. Hartley, Vice  President  and
Controller  of EHI, received salary of $66,865 and stock  options
under  the  Equity  Incentive Plan  of  100,000  shares  with  an
exercise  price  of  $1.00 per share. As of June  30,  1996,  the
options  have  not  been exercised and the  stock  has  not  been
issued.  (See "Part I. Item 4 - Submission of Matters for a  Vote
of Security Holders - Equity Incentive Plan").

      Other fiscal 1996 compensation for Norman L. Fisher, as CEO
and  President  of  EHI  included  life  insurance  premiums   of
$2,792.40 for an Executive Key Man Life Insurance Policy paid  to
First  Colony Life Insurance Company.  The premiums were paid  by
EHI  and  expensed  to  AMGC.  During fiscal  1996,  the  Company
provided  group medical insurance to AMGC officers and  employees
under  EHI's health plan:  secretary and C.O.O., Cory J. Coppage,
former  treasurer Gary Flater, former CEO, Mickey  E.  Fouts  and
former  AMGC CFO, B. Greg Bohannon.  The plan, which  is  offered
through  InterCare  of  Colorado, Inc., provides  life,  medical,
dental   and   disability  coverage  at  an   average   cost   of
approximately $245 monthly per individual.  The individuals  were
covered  by  the Company under EHI' plan during their  respective
terms  of service.  All premiums were paid by EHI and charged  as
an  expense back to the Company.  Norman and Valerie Fisher  were
covered under the same plan as full time employees of EHI.

       The   Company  made  no  contributions  to   any   Defined
Contribution Benefit Plans on behalf of its employees  in  fiscal
1996,  other  than provision of insurance coverages as  described
above.

Meetings of the Board of Directors

      On  January 17, 1996, the Board of Directors nominated  Mr.
Geoff  Dawson  and  Mr. Joe Lee to serve as  independent  outside
members of the AMGC Board of Directors.  During fiscal 1996,  the
expanded  AMGC  Board convened on two occasions at the  principle
offices of the Company: on March 27, 1996 and June 26, 1996.   In
total,  there  were four meetings held by the AMGC  Board  during
fiscal 1996.  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  March  27, 1996, the Company executed outside  director
agreements  with  Mr. Dawson and Mr. Lee.  The agreements,  which
became  effective on January 17, 1996, provide for a  three  year
term  of  service  and compensation in the form of  non-qualified
stock  options  of  25,000  shares per  director.   Additionally,
directors receive $1,600 for attending each of the four quarterly
scheduled meetings of the Board, plus expenses.  Compensation for
meeting attendance 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   1996,   no
compensation  was  paid or distributed to any  directors  of  the
Company.   Subsequent to fiscal year ended  June  30,  1996,  Mr.
Dawson  received $3,200 for Board meetings attended on March  27,
1996 and June 26, 1996.

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, 1996 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, 1996 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,
1996,  the total outstanding shares of the Company's common stock
were 7,601,321.
<TABLE>
<CAPTION>
<S>                           <C>                      <C>
Name and Address         Number of Shares Held    Percent of Class

Norman L. Fisher, 
President and Treasurer         1,053,479  (a)(b)      13.8 %
5002 Mineral Circle
Littleton, CO  80122


Valerie A. Fisher, 
Vice President                    635,229  (b)(c)       8.4 %
5002 Mineral Circle
Littleton, CO  80122

Cory J. Coppage, 
Chief Operating Officer 
and Secretary                    150,000 (d)            1.9 %
7255 E. Quincy Ave, #550
Denver, CO  80237

Geoff Dawson, Director         1,750,000 (e)(f)(h)(i)   23.0 %
22 Kings Court South
Chelsea Manor Gardens
London, England SW3-5EG

Joe Lee, Director                 25,000  (g)            .03 %
4250 S. Olive Street, #216
Denver, CO 80237

Mick Dragoo, Shareholder       1,110,050                14.6 %
8634 S. Willow
Tempe, AZ  85284

George & Philips Holdings, 
Ltd., Shareholder              1,275,000  (h)           16.7 %
P.O. Box 438
Roadtown, Tortola BWI

GPD Holdings, Ltd., Shareholder  450,000  (i)           5.9%
c/o Consolidated Services
P.O. Box HM 2257
Hamilton, Bermuda HM JX

Officers and Directors 
as a Group (five persons)       3,078,479 (j)           39%(j)
</TABLE>
(a) Includes options to purchase 500,000 shares.
(b) Includes 535,229 shares held jointly by Mr. and Mrs. Fisher,
who are married.
(c) Includes options to purchase 100,000 shares.
(d) Includes options to purchase 100,000 shares.
(e) Includes options to purchase  25,000 shares.
(f) As of June 30, 1996, Mr. Dawson's beneficial ownership of
record as indicated above includes the corporate AMGC
shareholdings of George & Philips Holdings, Ltd.  See footnote
(h)(i) below.
(g) Includes options to purchase  25,000 shares.
(h)  Mr.  Dawson  is  a  managing director of  George  &  Philips
Holdings, Ltd.  The Company believes Mr. Dawson shares the voting
rights  to  and  exercises certain voting  authority  over  these
shares.
(i)  Mr. Dawson is a managing director of GPD Holdings, Ltd.  The
Company  believes  Mr.  Dawson shares the voting  rights  to  and
exercises certain voting authority over these shares.
(j) Includes all shares depicted except for those shares held  by
Mick  Dragoo, who is neither an officer nor director, and 535,229
shares  held  jointly by Mr. and Mrs. Fisher  and  added  in  the
calculation as such.

      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,  1996.   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.

Item 12.  Certain Relationships and Related Transactions

     Subsequent to June 30, 1996, the Company entered into a note
payable  with  an  employee in the amount of $35,000.   The  note
provides for monthly interest payments at 14% through April  1997
when  all  principle and unpaid interest is  due.   The  note  is
convertible into restricted common stock in $10,000 increments at
a  conversion price equal to 65% of the average bid price  during
the thirty days prior to conversion.

      During  fiscal  1996, 400,000 shares of common  stock  were
issued  to  officers for services.  During fiscal 1995, 1,231,167
shares  of  common stock were issued to either board of directors
members  or  related companies due to common  board  members  for
services  rendered.   Conversion and cash proceeds  from  related
party stock issuance were $185,650.

(See  "Certain Relationships and Related Party Transactions"  and
"Notes to Consolidated Financial Statements - Note 10".)

                             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  Exhibits  (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).






                           SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this amendment to its
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Englewood, County of Arapahoe, State of Colorado, on this 16th
of October, 1996.

                                     Registrant:
                                     AMERICAN CONSOLIDATED
                                     GROWTH CORPORATION

                                   By: /s/  Norman L. Fisher
                                   Norman L. Fisher, President, Treasurer and
                                   Chief Executive Officer


     Pursuant to the requirements of the Securities Act of
1933, this amendment to registration statement has been signed
below by the following persons in the capacities and on the
date indicated.

        Signature                   Title                  Date

 /s/ Norman L. Fisher        President, Chief Executive   October 16, 1994
     Norman L. Fisher     Officer, Treasurer (Principal
                         Accounting Officer) and Director

 /s/ Valerie A. Fisher       Vice President and Director  October 16, 1994
    Valerie A. Fisher
  

 /s/ Cory J. Coppage         Chief Operating Officer,     October 16, 1994
     Cory J. Coppage        Secretary and Director