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, 1996
                 Commission File Number 0-16447

            AMERICAN CONSOLIDATED GROWTH CORPORATION
     (Exact name of registrant 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
       (Registrant's telephone number including area code)
                                
   Securities registered pursuant to Section 12(b) of the Act:
                              None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                                
                         Title of Class
                   Common Stock $.10 par value

     Indicate by check mark whether the registrant (1) has filed
all  reports  required to be filed by section  13  or  15(d)  of
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
Registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-
KSB.  [  ]

      State  issuer's revenues for its most recent  fiscal  year
$8,897,455.

     The aggregate market value of the voting stock of the
Registrant held by non-affiliates 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.

               DOCUMENTS INCORPORATED BY REFERENCE
    Documents incorporated by reference are found in Item 13.
                                
                                
                                
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.

General

      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.

History

      Originally named "American Consolidated Gold Corporation,"
the  Company was incorporated in the State of Delaware on  April
2,  1987.   The  Company was formed for the purpose  of  merging
Marathon Gold Corporation, ("Marathon") a Utah corporation,  and
Centennial   Gold   Corporation,   ("Centennial")   a   Colorado
corporation,  with  the  Company as the  survivor.   The  merger
became  effective  on  September 8, 1987, completing  a  reverse
stock  split  of  the issued and outstanding  common  shares  of
Marathon  on  a  share basis of 10 for 1 and of the  issued  and
outstanding common shares of Centennial on a basis of 5  for  1.
Prior to the merger, the Company owned no property and conducted
no   business.    Marathon   and   Centennial,   the   Company's
predecessors, were development stage companies engaged  in  gold
mining  exploration  operations  beginning  in  1981  and  1982,
respectively.   Neither company was successful in producing  any
significant revenues from these activities.

     In January of 1991, the Company acquired new management and
discontinued all mining exploration operations. The name of  the
Company  was changed to American Consolidated Growth Corporation
and a new fiscal year ending date of June 30 was adopted.

     During fiscal year ended June 30, 1992, all property, plant
and  equipment  of the Company relating to its  original  mining
exploration  activities  were sold.   The  Company  changed  its
primary  purpose  and business to "technology banking,"  or  the
acquisition  of  and  investment in U.S.-based  emerging  growth
technologies.   The  primary acquisition completed  during  this
period  of  time was the purchase by the Company of all  of  the
assets   of  Ultratech  Knowledge  Systems,  Inc.,  a   Colorado
corporation.  The acquisition resulted in the Company  receiving
a  significant  equity  position 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. On May 5, 1993, the Company completed  a
reverse  split of its issued and outstanding common stock  on  a
per share basis of 1 for 10.

      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 in the "Investments" section of this  report.
(See "Investments - Eleventh Hour, Inc.").

      On  January 26, 1995, the Company acquired new  management
and  changed  the  Company's primary  purpose  and  business  to
staffing  services and the development of Eleventh  Hour,  Inc.,
the  sole  revenue producing business and primary asset  of  the
Company.   In  order  to increase shareholder value,  management
authorized  implementation of a restructuring plan  calling  for
the termination of all former technology-related activities, the
elimination  of  all  non-producing  assets  and  the  exclusive
development  and expansion of EHI's staffing services  business.
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  March 27, 1996, the Board of Directors of the  Company
adopted  a  resolution to change the fiscal year to December  31
following the fiscal 1996 period ending June 30, 1996.

      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 "Eleventh Hour,
Inc." 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 fiscal
1995, this investment was written down to zero value following a
determination by management that ADTI had failed to successfully
bring   its  products  to  market  and  certain  claims  existed
concerning  the ADTI shares.  Additionally, as reported  in  the
Legal  Proceedings and Subsequent Events section of this report,
the  shares  have become the subject of a lawsuit  in  Colorado.
(see "Legal Proceedings - ADTI" and "Subsequent Events - ADTI").

      As  reported in the Company's Form 10-KSB/A for the fiscal
year  ended  June 30, 1995, (See "Subsequent Events - AGTsports,
Inc.")  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.

Eleventh Hour, Inc.

      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 the puts into equity and  seven
year   promissory  notes.   (See  "Subsequent  Events  -   Other
Events").

      EHI  is  a  100% wholly owned subsidiary of  the  Company.
Management  believes  the subsidiary shall continue  to  benefit
from   the  growing  trend  towards  temporary  and  outsourcing
services,  improving economic conditions and  implementation  of
the Company's business strategy.

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.

Operations of EHI.

     As of June 30, 1996, the subsidiary recorded gross revenues
from  operations  of  $8,897,455, a decrease  from  1995  fiscal
revenues of $10,372,461.  A net loss for fiscal 1996 was $76,174
compared  to earnings of $450,537 in fiscal 1995.  The  decrease
in  performance  was  attributed  mainly  to  increased  workers
compensation  costs, higher competition in the  marketplace  and
the  continuing need for additional sources of financing to grow
operations.   (See "Financial Statements").  Due  to  increasing
costs of certain workers compensation claims, EHI elected not to
renew  a  contract with a major client during  the  fiscal  year
ended  June  30,  1996.  The claim activity  was  determined  by
management  to  represent  undue  risk  and  made  the   account
unprofitable for EHI to continue as a service provider.  In  the
final  month  of fiscal year ended June 30, 1996,  EHI  combined
temporary and permanent placement sales of $1,030,776.

     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.
      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, (See "Strategies" below).

Strategies

      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.

Recent Developments

       During   the  fiscal  year  ended  June  30,  1996,   EHI
successfully  completed the relocation of its  primary  Colorado
branch office to a new facility located at 8586 E. Arapahoe Road
in Englewood, Colorado.  The office enabled EHI to obtain a more
desirable  and  highly visible location adjacent to  offices  of
United  Airlines  near the Denver Technological  Center.   Based
upon  existing growth,  Management believes the new office  will
achieve increased sales performance and profitability in  fiscal
1997.

      On  March  17,  1996, EHI established  its  eighth  branch
office,  a new location based in Springfield, Missouri providing
both temporary and permanent placement services.  As of June 30,
1996, the Springfield office had doubled its monthly sales on  a
month  to prior month basis.  Assuming productivity at  the  new
branch  continues  to  grow  at  its  present  pace,  management
anticipates the new location to achieve profitability within its
first year of operations.

     On June 24, 1996, EHI established a new position based from
within  EHI's corporate offices in Englewood, Colorado: Director
of  New Business Development.  Veteran EHI sales manager Michael
Maloney, will target national corporate accounts utilizing state-
of-the-art computer systems together with existing EHI resources
and personnel.

      On  October 10, 1996, Eleventh Hour, Inc. entered  into  a
preliminary agreement with Concord Growth Corporation,  of  Palo
Alto, California, to refinance the accounts receivables of  EHI.
The  agreement  significantly increases EHI's existing  line  of
credit  up  to  $1.5  million and reduces the  current  rate  of
interest  by  over fifty percent.  In the opinion of management,
the  new  financing  is  expected  to  assist  the  Company   in
accomodating future sales growth of EHI and to help increase EHI
cash flow and overall profitability.  (See "Subsequent Events  -
EHI Receivables Financing").

Subsequent Events

      EHI  Receivables Financing.    On October  10,  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.

      Advanced Display Technologies, Inc.     On July 19,  1996,
the  Company  was named a defendant in Display  Group,  LLC  vs.
American  Consolidated  Growth  Corporation,  a  civil  replevin
action concerning the Company's ownership of 1,400,000 shares of
common stock of Advanced Display Technologies, Inc., ("ADTI")  a
former affiliate of the Company.  During the year ended June 30,
1995,  the Company determined the shares were worthless  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.  As of the date of the filing of this report, the
Company can provide no assurance as to 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.  However, 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 Display Group, LLC, ADTI and their
officers  and  directors in order to resolve outstanding  issues
arising  from  transactions  involving  the  Company  and  these
parties  and  to  protect the interests of the Company  and  its
shareholders.  (See  "Legal Proceedings - ADTI"  and  "Financial
Statements - Footnote 12").

Other Events

  Change in Fiscal Year
      As reported on the Company's Form 8-K dated April 3, 1996,
on  March 27, 1996, the Board of Directors approved a resolution
to change the current fiscal year of the Company from June 30 to
December 31.

Income Tax Return
      As  of  June  30,  1996, following a change  of  principle
independent  auditors, the Company has yet to file  federal  and
state income tax returns for fiscal 1995.  The Company has  been
advised penalties and interest are accruing and that subject  to
filing, such amounts that may be owed have yet to be determined.



Refinancing of Debt
      As reported on the Company's Form 8-K dated April 3, 1996,
the  Company executed subscription agreements with certain  AMGC
debt  holders thereby converting $1,599,296 of short  term  debt
into seven year promissory notes and restricted common shares of
the  Company's issued and outstanding common stock at $1.00  per
share.   The  notes  expire on March 1, 2003  and  carry  a  14%
interest  rate  payable  quarterly.  The subsription  agreements
terminated the 1994 Put Agreement and resulted in the surrender,
return  and  cancellation of certain outstanding shares  of  the
Company's  issued and outstanding common stock.   The  debt  was
originally  assumed  by  AMGC  pursuant  to  the  July  1,  1994
acquisition  of  EHI.   These debt conversion  transactions  are
discussed  in  greater detail in the financial section  of  this
report  (See  "Financials - Footnote 8").   In  the  opinion  of
management, the new agreements represent a positive step in  the
ongoing  financial development of AMGC and EHI and are  expected
to  have a favorable material impact on the financial health and
future profitability of the Company.

Resignation of Chairman and CEO
      On  June  27, 1996, the Board of Directors of the  Company
accepted  the resignation of interim Chairman Mickey  E.  Fouts,
who  served as CEO from January 17, 1996 to June 27, 1996.   The
Board  of  Directors appointed Mr. Norman L.  Fisher  as  acting
President  and  authorized the recruitment  and  review  of  new
candidates  to be recommended to the AMGC stockholders  for  the
Chairmanship of the Company.

Operations During Fiscal Year

      During  the fiscal year ending June 30, 1996, the  Company
has  been engaged primarily in the financial development of  its
wholly   owned  subsidiary,  Eleventh  Hour,  Inc.  During   the
reporting  period  ended  June  30,  1996,  in  the  opinion  of
management, the Company had very little liquid resources and was
unable  to  fully  pursue  its  business  objectives.   However,
pursuant  to  the  restructuring of the  Company  authorized  on
January   26,  1995,  management  believes  it  has  successfuly
implemented a new business plan designed to maximize shareholder
value  through the continuing financial development of  EHI  and
the  reduction and restructuring of existing debt.  As  of  June
30,  1996  the Company has established both short and  long-term
plans  to  finance operations and to negotiate several  material
contracts.

Segment Reporting.

     As of June 30, 1996, the Company had active investments and
operations  related to one company: Eleventh  Hour,  Inc.   (See
"Investments - Eleventh Hour, Inc.).

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
"Executive Officers of the Company").

Executive Officers of the Company

     The Executive Officers of the Company are as Follows:

     Norman L. Fisher    President, Treasurer and Director.
      Mr. Fisher is also the Chief Executive Officer of Eleventh
Hour, Inc.

     Valerie A. Fisher   Vice President and Director.
     Mrs. Fisher is also the Executive Vice President of EHI.

      Cory J. Coppage     Chief Operating Officer, Secretary and
Director

(See   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 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>
          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.
      Based  upon  the opinion of counsel, provided  appropriate
testimony  can be presented by certain key individuals involved,
the  Company believes there is a reasonable probability the case
will be decided in the Company's favor. However, the Company can
provide  no  assurance as to 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 the year ended June 30, 1995, the
Company  determined  the  shares were worthless  due  to  ADTI's
failure  to  bring  its products to market and  the  significant
decrease in trading volume and quoted stock price of ADTI.
     In September of 1996, the Company received notice from Jeff
Robinson  of  Corporate Partners, Inc. of a  claim  involving  a
$250,000  license fee allegedly owed as a result  of  agreements
related to the licensing of the ADTI technology between CPI  and
former  management of the Company in prior years.   The  Company
has  retained special legal counsel to refute the allegation and
intends to vigorously defend any such action, if necessary.
      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  Display
Group,  LLC, ADTI and their officers and directors in  order  to
resolve  outstanding issues arising from transactions  involving
the  Company  and these parties and to protect the interests  of
the  Company  and its shareholders.  (See "Subsequent  Events  -
ADTI" and 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 determine the outcome of this matter or
consequences involved.

      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.

      During  fiscal  1996, in the opinion  of  Management,  the
Company  was  not  part  of  any active  litigation  having  any
material or adverse effect on the Company.




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

     On June 27, 1996, the Company submitted for a vote of
security holders four items contained on its 1996 Proxy
Statement.  All four items were ratified by a majority of the
voting shares of the Company as follows:

      1)   Election of Directors:  The following directors  were
appointed  for a three year term of service:  Norman L.  Fisher,
Valerie A. Fisher, Cory J. Coppage, Geoff Dawson and Joe Lee.

      2)  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.

      3) 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).

      4)  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  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

      As  of  the date of this report, trading activity  in  the
Company's  securities  is  extremely limited.   The  Company  is
unable to assess whether it will be able to revive confidence in
the  trading  markets  with  the investment  community  and  its
shareholders.

Market Information

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


(1) Bid
<TABLE>
<CAPTION>
          <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         10.00               8.50
        June 30, 1994               3.50               1.50
        March 31, 1994              4.00               1.00
        December 31, 1993           2.00               1.00
        September 30, 1993          1.00               1.00
</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.

Holders of Record

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

Dividends

      During  the fiscal year ended June 30, 1996, no  dividends
were declared or issued.


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 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.  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 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  the  development.   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.

Item 7.  Financial Statements and Supplementary Data

      This  response is submitted as a separate section of  this
report (see Financials - Page F-1).

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 and are elected at
an   annual  meeting  of  shareholders  and  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 app. $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  Colorado, 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.

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        Fiscal 1996 Compensation           Long
Term Compensation
                          Salary         Bonus     Awards:      Other
Stock Options (1)       Compensation

Norman L. Fisher         $113,960 (2)     -0-      500,000       -0-
President and Treasurer
President & CEO of EHI

Valerie A. Fisher        $123,527 (2)     -0-      100,000       -0-
Vice President
Executive Vice
President of EHI

Cory J. Coppage           $46,512 (3)     -0-      100,000       -0-
Chief Operating Officer
and Secretary
</TABLE>
(1) All stock options as indicated above were awarded to
employees of the Company at an exercise price of $1.00 per
share.  As of June 30, 1996, no stock options have been
exercised and no shares have been issued.

(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.

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.   Mr.  Bohannon also received a stock  grant  of  50,000
restricted  common shares on January 25, 1996  and  completed  a
stock purchase of 50,000 restricted common shares for $12,500 in
fiscal 1996.
       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.   Mr. Fouts completed a stock purchase of $300,000  shares
for   $51,000   in  fiscal  1996.   (See  Item  12.    ""Certain
Relationships and Related Party Transactions").

Committees,   Compensation  Committee  Interlocks  and   Insider
Participation

      Executive  Committee.     The committee  members  are  Mr.
Norman   L.   Fisher,  President,  Mrs.  Valerie  Fisher,   Vice
President,  Mr.  Cory  J. Coppage, Chief Operating  Officer  and
Secretary and Mr. Joe Lee, Director.  The committee acts in lieu
of  meetings  of  the  Board of Directors and  its  actions  are
subject  to  approval and ratification by the  entire  Board  of
Directors.  During fiscal 1996, the Executive Committee  held  8
meetings  which  were  attended by  no  less  than  75%  of  the
committee members.

     Audit Committee.    The committee members are Mr. Norman L.
Fisher,  President and two outside members of the AMGC Board  of
Directors, Mr. Joe Lee and Mr. Geoff Dawson. The committee makes
recommendations to the Board concerning independent auditors and
services,  reviews  the  scope  and  results  of  such  services
together  with management and provides monitoring  and  guidance
concerning  the  Company's accounting  procedures  and  internal
controls  to  the Board of Directors.  During fiscal  1996,  the
Audit  Committee held 2 meetings which were attended by 100%  of
the committee members.

       Compensation  Committee.   The  Board  of  Directors  has
delegated  to  the Compensation Committee the responsibility  of
establishing   and   administering   the   Company's   executive
compensation  plans  subject to the Board's  final  approval  of
major new compensation systems and the Chief Executive Officer's
compensation.   The Committee is comprised of two directors  who
are  not officers or employees of the Company, Mr. Geoff  Dawson
and  Mr. Joe Lee, and one inside director, Mr. Norman L. Fisher.
The principal duties of the Compensation Committee are to review
key  employee  compensation, policies, plans  and  programs;  to
monitor  performance and compensation of employee-directors  and
officers  of the Company and other key employees and to  provide
recommendations  and  periodic reports to the  Board  concerning
such  matters.  During  fiscal 1996, the Compensation  Committee
held  2  meetings which were attended by 100% of  the  committee
members.




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.

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                    100,000  (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)(k)         40.4%(k)
</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.
(k)  Excludes  Valerie  Fisher's shareholdings  except  for  the
100,000  share option as all other shares are jointly held  with
her husband, Norman L. Fisher.

      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.
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 12.  Certain Relationships and Related Transactions

     Included in related party accrued expenses at June 30, 1996
is  $18,900 due to a former officer for accrued payroll. Mr.  B.
Greg  Bohannon,  C.P.A., who served as interim  Chief  Financial
Officer  from  January  25,  1996  to  June  14,  1996  received
compensation 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.
Mr.  Bohannon  also received a stock grant of 50,000  restricted
common shares on January 25, 1996 and completed a stock purchase
on  that date of 50,000 restricted common shares for $12,500  at
$0.25 per share, the market price of the stock as determined  by
the  Board  at  that  date.   Mickey E.  Fouts,  former  interim
Chairman  and  CEO, received compensation of $34,667,  including
salary and expenses for the period January 17, 1996 to June  27,
1996.   On  January 17, 1996, the Company entered into  a  stock
purchase  agreement  with Mickey E. Fouts,  the  former  interim
Chairman  and CEO of the Company.  The agreement authorized  Mr.
Fouts' purchase of 300,000 restricted common shares at $0.17 per
share,  the fair market price of the stock as determined by  the
Board  at  that  date.  Consideration for  the  purchase  was  a
collateralized,  interest  bearing  personal  recourse  note  of
$51,000  due June 30, 1997, made to the benefit of the  Company.
The  Company accrued Mr. Fouts' salary until June 27,  1996,  at
which  time  Mr. Fouts' accrued wages and expenses were  applied
toward payment of the note together with a payment received from
Mr. Fouts of $16,333, thereby completing the stock purchase.

      Three  officers and directors of the Company entered  into
employment agreements during fiscal 1996 which which  expire  in
periods  ranging from two to three years renewable in successive
one-year terms unless terminated by either party.  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 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*


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























                      AMERICAN CONSOLIDATED
                       GROWTH CORPORATION
                         AND SUBSIDIARY
                                
                Consolidated Financial Statements
                     June 30, 1996 and 1995





                        Table of Contents

                                                                Page

Independent Auditors' Report                                   F - 2

Consolidated Financial Statements

   Consolidated Balance Sheet                                  F - 3

   Consolidated Statements of Operations                       F - 4

   Consolidated  Statement  of  Changes  in  
   Stockholders'   Equity  (Deficit)                           F - 5

   Consolidated Statements of Cash Flows                       F - 6

Notes to Consolidated Financial Statements                     F - 8



                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
American Consolidated Growth Corporation and Subsidiary
Englewood, Colorado


We  have  audited  the consolidated balance  sheet  of  American
Consolidated Growth Corporation and Subsidiary as  of  June  30,
1996,  and  the  related statements of operations, stockholders'
equity  (deficit), and cash flows for the years ended  June  30,
1995 and 1996.  These consolidated financial statements are  the
responsibility  of the Company's management.  Our responsibility
is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our audits in accordance with generally  accepted
auditing  standards.  Those standards require that we  plan  and
perform  the audit to obtain reasonable assurance about  whether
the  consolidated  financial statements  are  free  of  material
misstatements.  An audit includes examining, on  a  test  basis,
evidence   supporting  the  amounts  and  disclosures   in   the
consolidated  financial  statements.   An  audit  also  includes
assessing   the  accounting  principles  used  and   significant
estimates  made  by  the management, as well as  evaluating  the
overall  consolidated  financial  statement  presentation.    We
believe  that  our  audits provide a reasonable  basis  for  our
opinion.

In  our  opinion, the consolidated financial statements referred
to   above  present  fairly,  in  all  material  respects,   the
consolidated financial position of American Consolidated  Growth
Corporation,  Inc. and Subsidiary as of June 30,  1996  and  the
results  of  its operations and cash flows for the  years  ended
June  30,  1995 and 1996, in conformity with generally  accepted
accounting principles.

The  accompanying  consolidated financial statements  have  been
prepared  assuming  that the Company will continue  as  a  going
concern.   As discussed in Note 2 to the consolidated  financial
statements,  the Company has a working capital and stockholders'
deficiency  of $1,052,150 and $2,068,840, respectively  at  June
30,  1996,  and  has suffered recurring losses from  operations.
These  factors  raise  substantial  doubt  about  the  Company's
ability  to continue as a going concern.  Management's  plan  in
regard  to  this  matter  is  also discussed  in  Note  2.   The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                 /s/ Ehrhardt Keefe Steiner & Hottman PC
                                 Ehrhardt Keefe Steiner & Hottman PC
October 8, 1996
Denver, Colorado

                   Consolidated Balance Sheet
                          June 30, 1996
<TABLE>
<CAPTION>
                               Assets
<S>                                                        <C>
Current assets                                             
 Cash                                                      $156,067
 Accounts receivable - trade, less of                       
  allowance for doubtful accounts of                      1,060,389
  $25,000 (Note 5)                                          
 Prepaid expenses                                            34,149
   Total current assets                                   1,250,605
                                                           
Furniture and equipment - net (Note 3)                      193,181
                                                           
Other assets                                                 20,723
                                                           
Total assets                                             $1,464,509
                                                           
               Liabilities and Stockholders' Deficit
Current liabilities                                        
 Current maturities of long-term debt                      $122,532
  (Note 6)
 Common stock subject to put option                          84,724
  (Note 8)
 Note payable (Note 5)                                      764,986
 Notes payable - related party (Note 10)                    206,700
 Checks written in excess of bank balance                   115,610
 Accounts payable                                           382,004
 Accrued payroll                                            457,201
 Accrued expenses - related party (Note                      84,248
  10)
 Other current liabilities                                   84,750
   Total current liabilities                              2,302,755
                                                           
Long-term debt (Note 6)                                   1,230,594
                                                           
Commitments and contingencies (Notes 2, 7                  
 and 12)
                                                           
Stockholders' deficit (Notes 7, 8, 10 and                  
 13)
 Series A preferred stock, $.10 par value;                  
  40,000,000 shares authorized; no shares                          -
  issued and outstanding
 Common stock, $.10 par value; 40,000,000                   
  shares authorized, 7,575,966 shares                       757,597
  issued and outstanding
 Additional paid-in capital                              29,576,028
 Accumulated deficit                                    (32,402,465)
                                                         (2,068,840)
                                                            
Total liabilities and stockholders'                      $1,464,509
 deficit                                                    

</TABLE>

              Consolidated Statements of Operations
                                
                                
<TABLE>
<CAPTION>
                                               For the Years Ended
                                                   June 30,
                                               1995          1996
<S>                                            <C>           <C>
Revenues                                     $ 10,372,461   $  8,897,455
                                                            
Direct expenses                                 7,690,051      6,638,234
                                                            
Gross margin                                    2,682,410      2,259,221
                                                            
Other expenses                                      
 General and administrative expenses            2,028,723      2,506,546
 Depreciation and amortization                     85,839         71,205
 Interest                                         248,783        467,481
                                                2,363,345      3,045,232
                                                                
  Income (loss) from continuing operations        319,065       (786,011)
   (Note 9)
                                                            
Discontinued operations (Notes 4 and 9)                     
 (Loss) income from discontinued               (1,947,343)        84,237
  operations
 Loss on disposal of discontinued              (8,345,269)            -
  operations
   Total discontinued operations              (10,292,612)        84,237
                                                            
Net loss                                     $ (9,973,547)    $ (701,774)
                                                            
Income (loss) per common share                              
 Continuing operations                       $        .05     $     (.10)
 Discontinued operations                            (1.58)           .01
                                                            
                                             $      (1.53)    $     (.09)
                                                            
Weighted average shares of common stock         6,532,516      7,404,140
outstanding
</TABLE>


    Consolidated Statement of Changes in Stockholders' Equity
                            (Deficit)
                          June 30, 1996
<TABLE>
<CAPTION>
                                                                Additional
                                    Common Stock                  Paid-In
                             Shares             Amount            Capital
<S>                           <C>                <C>                 <C>
Balance June 30, 1994      4,266,184           $426,618          $30,156,414
                                                     
Common stock issued for                              
acquisition of EHI (Notes 9  631,290             63,129           (3,723,618)
and 11)                                           
                                                     
Rescission of dividend
 (Note 8)                         -                  -               687,435
                                                     
Common stock issued 
 for cash                    176,135             17,614              333,738
                                                     
Common stock issued for    1,996,150            199,615              434,746
 services                   
                                                     
Common stock issued for                               
 conversion of debt related   92,761              9,276              711,720
 to acquisition of EHI 
 (Note 9)
                                                      
Permanent decline in market       -                  -                   -
 value of securities
                                                      
Net loss                          -                  -                   -
                                                      
Balance June 30, 1995       7,162,520           716,252           28,600,435
                                                      
Common stock issued for cash    5,000               500                4,500
                                                      
Common stock issued for       495,750            49,575               62,800
 services
                                                      
Common stock issued for                               
 conversion of notes payable  109,167            10,917               98,898
                                                      
Common stock issued for       368,702            36,870              331,832
 conversion of put options
                                                      
Retirement of common stock   (565,173)          (56,517)              75,718
                                                      
Accrued officers' salaries         -                 -               401,845
 contributed to capital
                                                      
Net loss                           -                 -                     -
                                                      
Balance, June 30, 1996      7,575,966           $757,597          $29,576,028

</TABLE>

Continued on the following page.


Continued from the previous page.


<TABLE>
<CAPTION>
                                                                     Total
                                                   Unrealized    Stockholders'
                                    Accumulated   Gain (Loss) on     Equity
                                      Deficit       Securities      (Deficit)
<S>                                     <C>            <C>             <C>

Balance June 30, 1994               $(21,727,144)  $1,327,393      $10,183,281

Common stock issued for acquisition
 of EHI (Notes 9 and 11)                      -           -         (3,660,489)

Rescission of dividend (Note 8)               -           -            687,435

Common stock issued for cash                  -           -            351,352

Common stock issued for services              -           -            634,361

Common stock issued for conversion
 of debt related to acquisition
 of EHI (Note 9)                              -           -            720,996

Permanent decline in market value
 of securities                                -    (1,327,393)      (1,327,393)

Net loss                               (9,973,547)         -        (9,973,547)

Balance June 30, 1995                 (31,700,691)         -        (2,384,004)

Common stock issued for cash                  -            -             5,000

Common stock issued for services              -            -           112,375

Common stock issued for conversion
 of notes payable                             -            -           109,815

Common stock issued for conversion
 of put options                               -            -           368,702

Retirment of common stock                     -            -            19,201

Accrued officers' salaries
 contributed to capital                       -            -           401,845

Net loss                                 (701,774)         -          (701,774)

Balance June 30, 1996                 (32,402,465)         -        (2,068,840)




              Consolidated Statements of Cash Flows
                                

</TABLE>
<TABLE>
<CAPTION>
                                                For the Years Ended
                                                     June 30,
                                                1995          1996
<S>                                             <C>           <C>
Cash flows from operating activities                        
 Net loss                                    $(9,973,547)     $(701,774)
 Adjustments to reconcile net loss to net                    
  cash used in operations
  Depreciation and amortization (including                   
   $9,797 from discontinued operations in         95,636         71,205
   1995)
   Provision for losses on accounts                   -          25,000
    receivable
     Loss on disposal of equipment                    -           3,841
     Settlement payments on unrecorded debt      144,138             -
     Gain on sale of investments                      -        (170,187)
     Interest on put option conversion                -         124,830
     Common stock issued for services            634,361        112,375
     Impairment of investment in affiliates                     
      and other investments                    7,976,740             -
     Changes in operating assets and                            
      liabilities
       Accounts receivable                      (371,382)       (52,097)
       Prepaid expenses                        1,084,201        (22,149)
       Other assets                              (14,065)         3,295
       Accounts payable and accrued             (516,116)       371,641
        liabilities         
                                               9,033,513        467,754
          Net cash used in operating            (940,034)      (234,020)
           activities                                   
                                                                     
Cash flows from investing activities                                 
 Acquisition of equipment                        (84,768)      (24,747)
 Proceeds from sale of investment                     -        434,179
 Net change in due from related parties          371,293            -
          Net cash provided by investing         286,525       409,432
           activities
                                                                     
Cash flows from financing activities                                 
 Net change in note payable                      162,846            -
 Proceeds from related party - note                   -        196,700
   payable
 Payments on due to related parties             (28,000)            -
 Proceeds from long-term debt                    385,483        71,208
 Principal payments on long-term debt           (119,855)     (261,853)
 Payments on capital lease obligations           (6,702)      (26,801)
 Payments on common stock subject to put        (87,457)       (7,757)
  option
 Proceeds from issuance of common stock          351,352         5,000
          Net cash provided by (used in)         657,667       (23,503)
           financing activities
                                                                     
Net increase in cash                               4,158       151,909
Cash at beginning of year                             -          4,158
                                                                     
Cash at end of year                             $  4,158     $ 156,067
</TABLE>
Continued on following page.



              Consolidated Statement of Cash Flows

Continued from previous page.

Supplemental disclosure of cash flow information:
      Cash  paid  during the year for interest and $300,961  and
$289,140 for 1995 and 1996, respectively.
      Cash paid during the year for income taxes was $0 for 1995
and 1996.
Supplemental  disclosures of non-cash  financing  and  investing
activity:
     During  fiscal 1996, $1,603,190 of common stock subject  to
     put  option  was converted to $1,230,591 of notes  payable,
     $368,702 of common stock and $3,897 of accrued interest.
     
     During  fiscal 1996, accrued officers' salaries of $401,845
     were contributed to capital.

     During fiscal 1996, the Company converted long-term debt of
     $97,016 to equity.
     
     During  fiscal 1996, Company satisfied $43,000  of  accrued
     expenses through the issuance of common stock.
     
     During fiscal 1996, a $10,000 note payable due to a related
     entity was offset against a related party receivable.
     
     Included  in accrued expenses at June 30, 1996  is  $11,000
     related to the retirement of the Company's common stock.
     
     During  fiscal 1996, the Company converted accrued interest
     of $10,200 to long-term debt.

     During   1995,  the  Company  acquired  $14,652  of  office
     equipment through a capital lease obligation.  Pursuant  to
     the  acquisition  of  EHI  on July  1,  1994,  the  Company
     converted  $720,996 of note obligations into  common  stock
     and   converted   $1,658,298  of  note   obligations   into
     redeemable  common  stock.  Also during  fiscal  1995,  the
     Company  recorded the recission of a dividend  payable  for
     $687,435 to additional paid-in capital.

     On  July  1,  1994,  ACGC acquired all of  the  outstanding
     common  stock  of  EHI.   The net  assets  related  to  the
     acquisition were recorded as follows:
<TABLE>
<CAPTION>
<S>                                                  <C>          
     Accounts receivable                        $   654,600
     Due from related parties                        11,682
     Other assets                                     9,952
     Furniture and equipment - net                  191,748
     Prepaid expenses                                10,332
     Intangible assets                               22,196
     Note payable                                  (552,509)
     Accounts payable and accrued expenses       (1,165,488)
     Accrued wages - related party                 (403,847)
     Long-term debt                              (2,439,155)
                                                               
     Net assets                                 $(3,660,489)
                                                               
     Common stock issued                        $    63,129
     Excess purchase price applied against                  
      additional paid-in capital                 (3,723,618)
                                                               
                                                $(3,660,489)
</TABLE>
                                
                                
Note  1  -  Organization  and Summary of Significant  Accounting
Policies

The   consolidated  financial  statements  consist  of  American
Consolidated  Growth Corporation ("ACGC") and its  wholly  owned
subsidiary,  Eleventh Hour, Inc.("EHI") which  are  collectively
referred to as the Company.

ACGC, a Delaware corporation, was incorporated in April 1987 and
formerly  was engaged in the business of acquiring interests  in
emerging technology companies.  ACGC provided funding and  other
assistance  to these companies in exchange for equity  positions
in  those companies.  On July 1, 1994, the Company acquired  all
of  the  outstanding  common stock of EHI,  a  staffing  service
company, through the issuance of 1,000,000 shares of ACGC common
stock,  the  retirement of $720,996 of long-term debt,  and  the
conversion  of  $1,658,298  of long-term  debt  into  redeemable
common  stock.  Of the 1,000,000 shares, 631,290 were issued  to
officers  of EHI, 92,761 were issued pursuant to the  conversion
of  debt  and  275,949  were redeemable  shares  issued  to  EHI
noteholders.  The acquisition has been accounted for  under  the
purchase  method.  EHI's results of operations are  included  in
the   accompanying   fiscal  1995  consolidated   statement   of
operations since the date of acquisition.

In  January  1995,  the Company's existing  Board  of  Directors
resigned  and  were replaced with the former directors  of  EHI.
The  new  Board  elected to engage exclusively in  the  staffing
industry.  The Company provides temporary placement of  clerical
and   accounting  personnel.   The  Company  currently  operates
personnel agencies in Colorado, California, Missouri and Kansas.
The  former  operations  of  ACGC are included  in  discontinued
operations   in   the   accompanying   consolidated    financial
statements.

Principles of Consolidation

The  consolidated financial statements include the  accounts  of
ACGC  and  its  wholly-owned subsidiary, EHI.  All  intercompany
balances and transactions have been eliminated in consolidation.

Property and Equipment

Property  and  equipment are stated at cost.   Depreciation  and
amortization are calculated using the straight-line method  over
the  estimated useful lives of the related assets  of  3  to  20
years.   Equipment under capital lease obligations are  recorded
at  the  lessor  of  fair market value or the present  value  of
future  minimum  lease payments.  Maintenance  and  repairs  and
renewals  which do not prolong the useful life of an  asset  are
expensed as incurred.


Note  1  -  Organization  and Summary of Significant  Accounting
Policies (continued)

Use of Estimates

The  preparation  of  financial statements  in  conformity  with
generally accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported amounts
of  assets  and liabilities and disclosure of contingent  assets
and  liabilities  at  the date of 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 2, 9, and 12.   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  addresses  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 No. 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 accounts  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.


Note 2 - Management'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, 1996, the
Company  had  a working capital deficiency of $1,052,150  and  a
stockholders' deficit of $2,068,840.  The Company's  ability  to
meet   its  current  obligations  is  dependent  upon  obtaining
adequate  sources  of  financing or  maintenance  of  sufficient
profitability 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  classification of liabilities  that  might  be
necessary should the Company be unable to continue in existence.


Note 3 - Furniture and Equipment

Furniture  and  equipment  at June  30,  1996  consists  of  the
following:
<TABLE>
<CAPTION>
<S>                                           <C>
     Office equipment                      $106,174
     Office furniture and fixtures          791,725
                                            897,899
     Less accumulated depreciation         (704,718)
                                              
     Furniture and equipment - net         $193,181
</TABLE>

Note 4 - Investments and Significant Charges to Operations

Significant  charges to operations during fiscal  1995  were  as
follows:
<TABLE>
<CAPTION>
<S>                                                         <C>
The  Company owns a 30.73% equity interest  in  Advance     
Display Technologies ("ADTI").  The investment in  ADTI     
is  reported on the equity method.  During the  quarter     
ended  June  30,  1995,  the  Company  determined   the     
investment  was worthless as trading volume and  quoted     
stock   price  of  ADTI  had  decreased  significantly.     
Furthermore, the original transactions relating to  the  $4,687,915
acquisition  of  the ADTI shares are in  dispute  (Note    
12).    The   impairment  of  the  investment   totaled    
$4,687,915.
</TABLE>


Note  4  -  Investments  and Significant Charges  to  Operations
(continued)
<TABLE>
<CAPTION>
<S>                                                         <C>
At  June  30,  1995,  the  Company  held  approximately     
435,000 common shares of AGTsports, Inc. ("AGT").   The     
investment has been accounted for under FAS 115 and  is     
classified   as   available-for-sale  securities.    As     
discussed  in  Note  1,  the Company  discontinued  its     
operations  related  to acquiring equity  interests  in     
emerging  technology companies.  As  a  result  of  the     
change  in  the focus and control of both the  investee     
and the Company, there was a significant decline in the     
market  value  and  trading volume of  the  securities.     
Subsequent  to year end, the securities were  sold  for     39,986
approximately $264,000 which was considered the  market
value  at  June 30, 1995.  Accordingly, the  investment
was  written down to the market value and an unrealized
loss of $39,986 was recognized.
                                                            
Subsequent  to  June 30, 1995, the  Company  created  a     
joint  venture with AGT and Global Links Trading,  Ltd.     
("GLT"),  an unrelated entity.  The joint venture  will     
finance  and  develop the  software  projects  of  AGT.     
Pursuant  to  the joint venture agreement, the  Company     
received  a 40% equity interest in AGT in consideration     
for  the  transfer to the joint venture of a receivable     
due  from AGT of $660,589 and all AGT preferred  shares     
held  at  June  30,  1995  of  $1,312,500.   Under  the     
agreement,  the  Company is to transfer  to  the  joint     
venture the AGT common shares received in consideration     
for  a 15% royalty on gross sales of the joint venture.     
It  was determined the royalty income did not represent     
a  sufficient  future  revenue stream  to  support  the     1,973,089
carrying  value  of the AGT preferred  shares  and  the    
receivable  due from AGT.  Accordingly,  the  preferred
shares  of  $1,312,500 and the receivable  of  $660,589
were fully impaired.
                                                            
Pursuant to the acquisition of AGT's assets in  January     
of  1991,  ACGC issued 200,000 shares of the  Company's     
common  stock  to two directors of AGT in exchange  for     
the release of these individuals rights to revenue from     
the  development  of  the AGT  software.   The  Company     
recorded  an asset of $405,000 related to the  software     
on  the  date  of  acquisition.  Currently,  no  future     
revenue  stream  can  be  identified  to  support   the     
carrying  value of the asset and the Company determined     405,000
the  asset should be fully impaired.  Accordingly,  the
asset carrying value of $405,000 has been written off.
                                                            
Also  pursuant  to  the January 1991 transaction,  ACGC     
acquired investments in a certain oil joint venture and     
a certain broker/dealer in the amount of $870,750 which     
were  carried  at  the lower of cost  or  market.   The     
Company  has  determined there  is  no  market  or  any     
identifiable  future  revenue  stream  to  support  the     
carrying  value  of  these  investments.   Accordingly,     870,750
$870,750 has been written off.
                                                            
Total                                                    $7,976,740
</TABLE>


Note  4  -  Investments  and Significant Charges  to  Operations
(continued)

All  of the above adjustments were made during the quarter ended
June   30,  1995  and  are  included  as  part  of  discontinued
operations (Note 9).


Note 5 - 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 .1% daily and matures December 1996.
The  financing agreement contains a six month renewal option for
an  indefinite period.  The outstanding balance at June 30, 1996
was $764,986.


Note 6 - Long-Term Debt

Long-term debt consists of the following at June 30, 1996:
<TABLE>
<CAPTION>
<S>                                                         <C>
Notes  payable to former noteholders of  EHI  (Note  8)     
with  interest  at  14%, payable  quarterly,  beginning     
October,  15,  1996  through February  2003,  when  all     
principal  and unpaid interest is due.  The noteholders  $1,230,594
were  granted  a security interest in a life  insurance     
policy on an officer of the Company.                        
                                                            
Notes  payable  to private investors with  interest  at     
10%.  The notes are currently 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.       85,282
                                                            
Note  payable to an unrelated company with interest  at     
10%  through  June 1998 when all principal  and  unpaid     
interest is due.  Note is without collateral.               27,250
                                                            
Note  payable to private investor with interest at 12%,     
note  balance due in full in August 1995.  The note  is     
currently  in  default.   Note  is  guaranteed  by  the     
subsidiary of the Company.                                  10,000
                                                            
                                                         1,353,126
                                                            
Less current portion                                        
                                                          (122,532)
                                                           
                                                            
                                                        $1,230,594
</TABLE>


Note 6 - Long-Term Debt (continued)

Future maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
     Year Ending June 30,                     
<S>                                           <C>
          1997                             $ 122,532
          1998                                    -
          1999                                    -
          2000                                    -
          2001                                    -
          Thereafter                       1,230,594
                                         $ 1,353,126
</TABLE>

Subsequent to June 30, 1996, the Company entered into two  notes
payable  of  $50,000 and $25,000 with an unrelated  company  and
individual,  respectively.   The  notes  provide  for  quarterly
interest  payments  at  14%  through  September  1997  when  all
principal and unpaid interest is due.  The notes are 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.


Note 7 - Commitments

Dividend Recession

In  1991,  a  dividend of $687,435 was declared by the  Company.
The  Company  did  not  have the adequate capital  resources  to
declare  the  dividend at that time.  Accordingly, the  dividend
was  rescinded in 1995 and results in an increase in  additional
paid-in  capital  in  the  accompanying  consolidated  financial
statements of $687,435 at June 30, 1995.

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  escalation  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 under a sublease in Springfield,
Missouri.  The lease expires in September 1996.  The Company  is
responsible  for  insurance, utilities and  operating  expenses.
The  lease contains a renewal option of an additional six months
at terms identical to the existing lease.


Note 7 - Commitments (continued)

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

The  Company  leases  its corporate facility  and  an  operating
facility in Englewood, Colorado under two operating leases.  The
leases  expire in April 1998 and May 2000, respectively.   Under
the lease for the operating facility, the Company is responsible
for  taxes,  insurance,  utilities and operating  expenses.   In
addition,  this lease is guaranteed by the majority stockholders
and  contains a renewal option for an additional five  years  at
the then current market rate.

The  Company  leases  various office equipment  under  operating
leases  expiring between January 1997 and May 2000.  The Company
is responsible for taxes, insurance and operating expenses.

The  following  is  a  schedule of  the  future  minimum  rental
payments  required under the above operating leases as  of  June
30, 1996:

<TABLE>
<CAPTION>
     Year Ending June 30,                     
                                              Amount
<S>                                           <C>
          1997                              $230,218
          1998                               208,972
          1999                               111,364
          2000                                84,305
                                              
                                            $634,859
</TABLE>

Total  rental expense charged to operations for the years  ended
June 30, 1995 and 1996 was $221,948 and 264,924, respectively.


Note 8 - Common Stock Subject to Put Option

Pursuant to the acquisition of EHI in fiscal 1995, ACGC  offered
to  purchase  the outstanding debt from the EHI noteholders  for
either (1) shares of ACGC's common stock at a conversion rate of
$6.00   or  (2)  the  payment  of  $.20  per  dollar  of   debt.
Noteholders  accepting the common stock were given two  options.
The  first  was accepting the common stock valued at  $6.00  per
share  and  the agreement of the Company to register  the  same.
The  second  option  was  accepting  the  common  stock  with  a
mandatory  redemption requirement in which the  Company  was  to
repurchase 1/12 of the shares held each quarter for a period  of
three years at $6.00 per share.  During fiscal 1996, the Company
was unable to meet the repurchase obligations and negotiated new
agreements  with the putholders.  Under the  new agreements,  of
the  total  common stock subject to put option,  $1,230,594  was
converted  to notes payable (Note 6) and $368,702 was  converted
to  common  stock.   Of the amount converted to  notes  payable,
$110,541  is  due  to  related individuals  and  of  the  amount
converted  to  common  stock, $19,278 was issued  to  a  related
individual.  The common stock was issued at a purchase price  of
$1.00 per share with a provision to issue additional shares,  as
provided  in  the agreements, if the average bid  price  of  the
Company's common stock is less than $1.00 per share at  December
31, 1996.  Common stock subject to put option of $84,724 remains
outstanding  at  June  30,  1996.   Subsequent  to   year   end,
additional  put  options  of $34,377  were  converted  to  notes
payable.


Note 9 - Discontinued Operations

In  January  1995, the Company's Board of Directors  approved  a
plan to engage exclusively in the staffing services industry and
discontinue  the  former operations of ACGC.  Pursuant  to  this
plan,  the  Company  terminated  all  equity  interests  in  the
emerging  technology companies.  The loss on  discontinuance  of
the  segment  is  non-recurring and has been  accounted  for  as
discontinued   operations.   Revenues  of   the   segment   were
approximately $107,000 and $0 for the years ended June 30,  1995
and 1996.  Management anticipates the future operating losses of
the discontinued segment will not be significant.

(Loss)  gain  from  discontinued  operations  consists  of   the
following:
<TABLE>
<CAPTION>
                                                Years Ended June 30,
                                                1995           1996
<S>                                              <C>            <C>
Stock-based  compensation  to  former         $(1,085,862) $      -
 officer
Consulting services                              (634,361)        -
Loss  on  failed partnership  venture            (500,000)        -
 (Note 10)
(Loss) gain on investments (Note 4)            (7,976,740)   170,187
General and administrative                        (65,663)   (85,950)
Interest                                          (29,986)        -
                                                             
                                             $(10,292,612) $  84,237
</TABLE>


Note 10 - Related Party Transactions

During  fiscal 1996 the Company entered into a $100,000 line-of-
credit agreement with two officers and directors of the Company.
The  agreement provided for monthly interest payments at 10% per
annum  through  June  1,  1996 when  all  principal  and  unpaid
interest  was  due.  Subsequent to year end, the  line-of-credit
agreement  was  extended  to  July  1,  1997.   The  outstanding
borrowings on the line of credit were $71,700 at June 30,  1996.
In  addition, the officers paid $65,348 of expenses on behalf of
the  Company  which  is  included in the related  party  accrued
expenses at June 30, 1996.

The Company entered in to a $125,000 note payable agreement with
a company owned by a director of the Company.  The note provides
for  quarterly interest payments at 14% per annum  through  June
1997 when all principal and unpaid interest is due.  The note is
convertible  into  the Company's common stock  at  a  conversion
price  equal to 65% of the average bid price during  the  thirty
days  prior  to  conversion.  Subsequent to June 30,  1996,  the
Company  entered  into a new note agreement  for  an  additional
$18,000 under identical terms as the original note due September
1997.

At  June  30,  1995, the Company had recorded notes  payable  of
$144,139 pursuant to various settlement agreements with  private
investors.   The  private investors had   advanced  funds  to  a
previous  officer  of the Company to acquire  additional  equity
interests in affiliates.  The proceeds were never deposited into
a  Company bank account and the stock was not issued.  In fiscal
1996,  the  Company  entered into various settlement  agreements
with  these  investors whereby $53,714 was paid in  cash,  notes
payable of $85,285 were issued (Note 6), 259,167 shares  of  the
Company's common stock were issued and 8,800 shares of AGT stock
owned  by  the  Company were issued.  Subsequent  to  year  end,
$30,000 of the notes payable were converted to 51,854 shares  of
common  stock,  including interest, at  $.62  per  share.   Also
subsequent  to year end, an additional 10,516 shares  of  common
stock  were  issued  in  settlement of  these  liabilities.   In
addition, the Company facilitated the settlement of a  claim  by
one  of  the  private investors through the transfer of  689,675
shares of the Company's common stock to this investor from other
existing  shareholders.   Under another  claim  from  a  private
investor,  the  Company  entered  into  a  settlement  agreement
whereby  the Company was released from all liability  under  the
claim   and  400,000  shares  of  the  Company's  common   stock
previously  issued to the investor were surrendered.   Of  these
shares,  200,000  were transferred to the   investor  previously
discussed  in  settlement of a claim and the  remaining  200,000
shares  were  transferred to an affiliated  entity  owned  by  a
director in payment of services rendered.

The  Company has a $10,000 note payable to an affiliated  entity
with interest at 10% per annum.   The note is payable in full in
November 1996 and is without collateral.

Accrued  wages due to two officers of the Company in the  amount
of  $401,845 at June 30, 1995 were contributed to capital during
fiscal 1996.


Note 10 - Related Party Transactions (continued)

Included in related party accrued expenses at June 30,  1996  is
$18,900 due to a former officer for accrued payroll.  Subsequent
to  June  30, 1996 the Company agreed to pay the amount  through
the  issuance of 15,000 shares of the Company's common stock  at
$1.00 per share and a $3,900 payment in cash.

Three  officers  and  directors of   the  Company  entered  into
employment agreements during fiscal 1996 which expire in periods
ranging from two to three years renewable in successive one-year
terms unless terminated by either party.

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  principal 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.

On  August 29, 1994, the Company purchased a limited partnership
interest  related  to  AGTsports,  Inc.   The  Company  advanced
$500,000   of  the  $1,500,000  purchase  price;  however,   the
partnership  failed and the Company was unable to reacquire  its
investment.


Note 11 - Income Taxes

The  components of the long-term deferred tax asset at June  30,
1996 are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>
   Deferred tax assets                      
    Net operating loss carryforward            $4,820,000
    Investment  allowance/Capital loss          2,380,000
       Total deferred tax assets                7,200,000
          Less valuation allowance             (7,200,000)
                                              $        -
</TABLE>


Note 11 - Income Taxes (continued)

A  valuation  allowance was recorded for the above deferred  tax
asset due to the Company's history of losses.  At June 30, 1996,
the  Company  has  net  operating  loss  carryforwards  for  tax
purposes  of  approximately $14,000,000.   If  not  used,  these
carryforwards  will expire in varying amounts during  the  years
1996   to   2011.    Furthermore,  these  net   operating   loss
carryforwards  are  limited in their use  due  to  a  change  in
control  of  the Company.  In addition, the Company has  capital
loss carryforwards of approximately $7,000,000 which can be used
only  to  offset future capital gains and which are also limited
in  their  use  due  to  a  change in control  of  the  Company.
Currently,  the Company is under an examination by the  Internal
Revenue  Service for their fiscal 1994 tax return.  The  outcome
of the examination is indeterminable at this time.


Note 12 - Contingent Liabilities

As  part  of  various transactions to acquire its investment  in
ADTI, the Company incurred a $2,175,000 debenture to CPI as part
of  various transactions with affiliates.  The Company, in 1992,
reduced its ownership in ADTI for assumption of the debenture by
ADTI.   While  no formal suit has been filed, ADTI is  disputing
their  shares now held by the Company.  Furthermore, CPI alleges
the  Company owes $250,000 to CPI in exchange for a  consent  to
license   ADTI  technology.   Upon  review  of  the  facts   and
historical evidence available to the Company, Management refuted
the allegations through special legal counsel. In the estimation
of  Management,  barring any immediate efforts by  officials  of
ADTI  to complete the repurchase agreement, the Company believes
there  is  a  strong  likelihood it  shall  become  involved  in
extensive litigation in order to rescind all former transactions
with  ADTI,  to  recover  its  rightful  property  or  the  cash
equivalent thereof, and to protect the interests of the  Company
and its shareholders.

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 officer by AMGC in February  1996
to  convert  a  former EHI investor and North Dakota  resident's
redeemable  common stock 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.  The  Company  has
retained special legal counsel in North Dakota.  Based upon  the
opinion  of  counsel, the Company believes there is a reasonable
probability the case will not be decided in the Company's  favor
and  may result in certain one time fines and legal costs.   The
investor's  outstanding common stock was  $50,000  at  June  30,
1996.   The  Company is not able to estimate its  liability,  if
any, with respect to this matter.


Note 13 - Stock Option Plans

Stock Option Plans

Effective  April  1996, the Company adopted an Equity  Incentive
Plan  (the  "Incentive Plan") for all full-time employees.   The
Incentive  Plan  covers an aggregate of 800,000  shares  and  is
administered by the Stock Option Plan Committee appointed by the
Board  of  Directors.  The aggregate value of shares granted  or
exercised in any one calendar year may not exceed $100,000.  The
options   expire  five  years  after  the  date  of  grant   for
stockholders  who possess more than 10% of the voting  power  of
all  classes of stock and expire ten year from the date of grant
for  all  others.  Options must be granted at an exercise  price
which is not less than the fair market value of the stock on the
date of grant, as determined by the Stock Option Plan Committee.
In  the  case of options granted to a stockholder who  possesses
more  than 10% of the voting power of all classes of stock,  the
exercise  price  will not be less than 110% of the  fair  market
value of the stock on the date of grant.

Effective  April  1996,  the  Company  adopted  a  Non-Qualified
Employee  Stock Option Plan (the "Non-Qualified Plan")  for  key
management employees of the Company.  The Non-Qualified Plan  is
administered by the Stock Option Plan Committee appointed by the
Board  of  Directors and covers a total of 400,000 shares.   The
Non-Qualified  Plan  provides that options  may  be  granted  at
exercise prices not less than 100% of the fair market value,  as
defined, of the common stock of the Company on the date of grant
and in no event less than par value of the common stock.  Unless
otherwise  provided in the option agreement, the options  expire
ten years from the date of grant.

Effective   April  1996,  the  Company  adopted  a  Non-Employee
Director  Stock  Option Plan ("Non-Employee  Plan").   The  Non-
Employee  Plan  is  also administered by the Stock  Option  Plan
Committee  and  covers  a  total of 100,000  shares.   The  Non-
Employee  Plan provides that options may be granted at  exercise
prices  not less than 100% of the fair market value, as defined,
of  the common stock of the Company on the date of grant and  in
no  event  less than par value of the common stock. The  options
expire ten years after the date of grant.

The following is a summary of options granted:
<TABLE>
<CAPTION>
                                          Number of      Exercise
                                            Options       Price
<S>                                         <C>             <C>
    Outstanding, June 30, 1995                -               -
                                                        
    Incentive options granted              400,000       $1.00/share
    Non-qualified options granted          400,000       $1.00/share
    Director options granted                50,000       $.25/share
                                                        
                                                         $.25 to
    Outstanding June 30, 1996              850,000       1.00/share
</TABLE>