<PAGE>
                 U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1998

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

     For the transition period from                to 
                                    --------------    ---------------

                                     
                       Commission File No. 0-23819


                           PANDORA'S GOLDEN BOX   
                           -------------------- 
              (Name of Small Business Issuer in its Charter)


           NEVADA                                        76-0547762 
           ------                                        ----------    
   (State or Other Jurisdiction of                 (I.R.S. Employer I.D. No.)
    incorporation or organization)

                            11949 FM 3005, #403
                          Galveston, Texas 77554    
                          ----------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (409) 737-4346

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1)  Yes  X    No                  (2)  Yes      No  X
         ---     ---                        ---     ---

<PAGE>
             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.


                   APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

                             March 31, 1998

                                 180,341
                                 -------



                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes.  In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.

<PAGE>
<TABLE>

                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
                                
                      FINANCIAL STATEMENTS
                                
              March 31, 1998 and December 31, 1997
<PAGE>
                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
                         Balance Sheets
<CAPTION>
                             ASSETS

                                                 March 31,     December 31,
                                                  1998            1997       
                                                (Unaudited)  
<S>                                            <C>            <C>
CURRENT ASSETS

 Cash                                            $  5,302      $  5,812

  Total Current Assets                              5,302         5,812

  TOTAL ASSETS                                   $  5,302      $  5,812

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                $  1,572      $    957

  Total Current Liabilities                         1,572           957

  TOTAL LIABILITIES                                 1,572           957

STOCKHOLDERS' EQUITY

 Common stock: 50,000,000 shares authorized
  of $0.001 par value, 180,341 and 180,341
   shares issued and outstanding, respectively        180           180
 Additional paid-in capital                       273,719       273,719
 Deficit accumulated during the development stage(270,169)     (269,044)

  Total Stockholders' Equity                        3,730         4,855

  TOTAL LIABILITIES AND STOCKHOLDERS' 
   EQUITY                                        $  5,302      $  5,812
</TABLE>
<TABLE>
                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
                    Statements of Operations
                          (Unaudited)
<CAPTION>                                                                      
                                                                      From     
                                                                 Inception on  
                                                                    July 26,   
                                     For the Three Months Ended  1983 Through 
                                               March 31,            March 31,  
                                     1998             1997            1998     
<S>                                 <C>              <C>           <C>
REVENUES                             $    -           $     -       $     -    

EXPENSES                                1,125               -         270,169

NET LOSS                             $ (1,125)        $     -       $(270,169)

NET LOSS PER SHARE OF
 COMMON STOCK                        $  (0.00)        $   (0.00)
</TABLE>
<TABLE>
                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
               Statements of Stockholders' Equity
<CAPTION>                                    
                                                                 Deficit       
                                                               Accumulated 
                                                  Capital in    During the   
                                  Common Stock     Excess of   Development 
                               Shares      Amount  Par Value       Stage      
<S>                            <C>         <C>     <C>        <C>
Inception on August 4, 1987          -     $    -  $      -    $      -     

45,000 shares of common stock
 issued for cash at $0.17 per 
 share                            45,000       45       7,455         -     

29,570 shares of common stock
 issued for cash at $5.00 per 
 share                            29,570       30     147,818         -     

4,000 shares of common stock
 issued for equipment at $27.11 
 per share                         4,000        4     108,547         -     

Loss from inception on August 4, 
 1987 to December 31, 1994           -          -         -      (263,899)

Balance, December 31, 1994        78,570       79     263,820    (263,899)

Net loss for the year ended
 December 31, 1995                   -          -         -           -     

Balance, December 31, 1995        78,570       79     263,820    (263,899)

Net loss for the year ended
 December 31, 1996                   -          -         -           -     

Balance, December 31, 1996        78,570       79     263,820    (263,899)

100,000 shares of common stock
 issued for cash at $0.10 per
 share                           100,000      100       9,900         -     

1,711 shares of common stock
 issued in conjunction with a 
 100-for-1 reverse stock split     1,771        1          (1)        -     

Net loss for the year ended
 December 31, 1997                   -          -         -        (5,145)

Balance, December 31, 1997       180,341      180     273,719    (269,044)

Net loss for the three months 
 ended March 31, 1998                -          -         -        (1,125)

Balance, March 31, 1998          180,341  $   180  $  273,719  $ (270,169)
</TABLE>
<TABLE>
                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
                    Statement of Cash Flows
<CAPTION>                                                                      
                                                                   From       
                                                              Inception on     
                                                                 July 26,     
                                   For the Three Months Ended 1983 Through 
                                             March 31,          March 31,   
                                     1998          1997           1998       
<S>                                <C>            <C>           <C>
OPERATING ACTIVITIES

 Net loss                           $ (1,125)      $     -       $(270,169)
 Increase in accounts payable            615             -           1,572

  Net Cash Provided (Used)
   by Operating Activities              (510)            -        (268,597)

CASH FLOWS FROM
 INVESTING ACTIVITIES                    -               -             -     

CASH FLOWS FROM
 FINANCING ACTIVITIES

 Proceeds from issuance
   of common stock                       -               -         273,899

  Net Cash Provided (Used)
   by Financing Activities               -               -         273,899

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS              (510)            -           5,302

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                5,812             -             -     

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                  $   5,302       $     -        $  5,302

SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION

 Interest paid                     $     -         $     -        $    -     
 Income taxes paid                 $     -         $     -        $    -     

NON-CASH FINANCING ACTIVITIES:

 Common stock issued for equipment $     -         $     -        $108,461
</TABLE>
                      PANDORA'S GOLDEN BOX
                 (A Development Stage Company)
               Notes to the Financial Statements
              March 31, 1998 and December 31, 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a.  Organization

        The financial statements presented are those of Pandora's Golden
        Box.  The Company was incorporated on August 4, 1987 in the State of
        Nevada for the purpose of acquiring interests in various business
        opportunities.

        b. Accounting Method

        The Company's financial statements are prepared using the accrual
        method of accounting.  The Company has elected a December 31 year
        end.

        c. Net Loss Per Share

        The computation of net loss per share of common stock is based on
        the weighted average number of shares outstanding during the period.

        d. Cash Equivalents

        For purposes of the Statement of Cash Flows, the Company considers
        all highly liquid investments with an original maturity of three
        months or less to be cash equivalents.

        e. Provision for Taxes

        The Company accounts for income taxes using Statement of Financial
        Accounting Standards No. 109, "Accounting for Income Taxes."  Under
        Statement 109, the liability method is used in accounting for income
        taxes.

        As of March 31, 1998, the Company had net operating loss
        carryforwards of approximately $5,000 that may be offset against
        future taxable income through 2013.  The tax benefit of the net
        operating loss carryforwards is offset by a valuation allowance of
        the same amount due to the uncertainty that the carryforwards will
        be used before they expire.

        f. 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 the financial statements and the reported amounts of
        revenues and expenses during the reporting period.  Actual results
        could differ from those estimates.

NOTE 2 - GOING CONCERN

        The Company's financial statements are prepared using generally
        accepted accounting principles applicable to a going concern which
        contemplates the realization of assets and liquidation of
        liabilities in the normal course of business.  However, the Company
        does not have significant cash or other material assets, nor does it
        have an established source of revenues sufficient to cover its
        operating costs and to allow it to continue as a going concern.  It
        is the intent of the Company to seek a merger with an existing,
        operating company.  Currently, the stockholders are committed to
        covering all operating expenses and other costs until a merger has
        occurred.

NOTE 3 - STOCK SPLIT/CHANGE IN AUTHORIZED SHARES

        On December 31, 1997, the Company reverse split its common shares on
        a one share for one hundred shares basis.  This reverse split of the
        Company's common stock has been retroactively reflected in the
        financial statements.  No shareholder was reduced below 100 shares
        so 1,771 shares were issued.


<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

Plan of Operation.
------------------

         The Company has not engaged in any material operations since the
calendar year ended December 31, 1991, or during the quarterly period ended
March 31, 1998.  During this period, the Company received revenues of $0. 
During the same period, total expenses were $1,125 and net income totaled
$(1,125).

         The Company's plan of operation for the next 12 months is to continue
to seek the acquisition of assets, properties or businesses that may benefit
the Company and its stockholders. Management anticipates that to achieve any
such acquisition, the Company will issue shares of its common stock as the
sole consideration for such acquisition.

         During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which the Company expects to pay from its cash resources. 

Results of Operations.
----------------------

          During the quarterly period ended March 31, 1998, the Company had no
business operations.  During this period, the Company received total revenues
of $0 and had net income of $(1,125).

Liquidity.
----------

          At March 31, 1998, the Company had total current assets of
$5,302, with total current liabilities of $1,572.  Total stockholder's 
equity was $3,370.  In order to meet its expenses during the next 12 months,
management expects that the Company may be required to sell shares of its
common stock to "accredited" or "sophisticated" investors.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

          None; not applicable.

Item 2.   Changes in Securities.
--------------------------------

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.
------------------------------------------

          None; not applicable.

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

          None; not applicable.
          
Item 5.   Other Information.
----------------------------

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------

          (a)  Exhibits.

               Financial Data Schedule.

          (b)  Reports on Form 8-K.

               None.

<PAGE>
 
                               SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      PANDORA'S GOLDEN BOX



Date: 5/13/98                         By /s/ Sam Bono  
     --------------                     -------------------------------------
                                        Sam Bono   
                                        Director and President


Date: 5/13/98                         By /s/ Carol Novick 
     --------------                     -------------------------------------
                                        Carol Novick
                                        Director and Treasurer