<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 September 30, 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  X    No  
         ---     ---                        ---     ---

<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:

                             October 13, 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)
                                 Balance Sheets
<CAPTION>

                             ASSETS

                                                September 30,    December 31,
                                                  1998              1997       
                                                (Unaudited)  
<S>                                           <C>                <C>
CURRENT ASSETS

 Cash                                    $              2,564    $    5,812

  Total Current Assets                                  2,564         5,812

  TOTAL ASSETS                           $              2,564    $    5,812
                                
         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                        $              8,070    $      957

  Total Current Liabilities                             8,070           957

  TOTAL LIABILITIES                                     8,070           957

STOCKHOLDERS' EQUITY (DEFICIT)

 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    (279,405)     (269,044)

  Total Stockholders' Equity (Deficit)                 (5,506)        4,855

  TOTAL LIABILITIES AND STOCKHOLDERS' 
   EQUITY (DEFICIT)                      $              2,564   $     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 For the Nine Months Ended 1983 Through 
                    September 30,             September 30,      September 30, 
                    1998         1997        1998        1997        1998      
<S>                <C>          <C>         <C>         <C>       <C>
REVENUES         $       -     $      -     $     -      $      -  $     -     

EXPENSES               1,047          -        10,361           -    279,405

NET LOSS         $    (1,047)  $      -     $ (10,361)   $      -  $(279,405)

BASIC NET LOSS PER
 SHARE OF COMMON
 STOCK           $     (0.01)  $      -     $   (0.06)   $      -              

BASIC WEIGHTED 
 OUTSTANDING SHARES  180,341      180,341     180,341       180,341
</TABLE>
<TABLE>
                        PANDORA'S GOLDEN BOX
                    (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) 
<CAPTION>
                                                                       
Deficit       
                                                               Accumulated 
                                                  Additional   During the   
                                  Common Stock      Paid-in    Development 
                              Shares      Amount    Capital       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 nine months 
ended September 30, 1998 
(unaudited)                      -           -         -         (10,361)

Balance, September 30, 1998 
(unaudited)                    180,341  $    180  $ 273,719   $ (279,405)
</TABLE>
<TABLE>
                           PANDORA'S GOLDEN BOX
                      (A Development Stage Company)
                         Statements of Cash Flows
                               (Unaudited)
<CAPTION>                                                                      
                                                                     From      
                                                                 Inception on  
                                                                   July 26,    
            For the Three Months Ended For the Nine Months Ended 1983 Through 
                    September 30,            September 30,       September 30, 
                   1998        1997      1998         1997           1998      
<S>                 <C>        <C>        <C>        <C>          <C>
OPERATING ACTIVITIES

 Net loss             $(1,047)  $    -     $(10,361)  $    -      $(279,405)
 Increase in accounts 
 payable                  203        -        7,113        -          8,070

  Net Cash Provided 
   (Used) by Operating 
   Activities            (844)       -       (3,248)       -       (271,335)

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             (844)       -       (3,248)       -          2,564

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD 3,408        -        5,812        -            -     

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD     $ 2,564   $    -    $   2,564   $    -       $  2,564

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
            September 30, 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 opportunitities.

        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 September 30, 1998, the Company had net operating loss
carryforwards of approximately $10,000 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.

        g. Unaudited Financial Statements

        The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation.  Such adjustments are of a normal, recurring nature.

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.

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
September 30, 1998.  During this period, the Company received revenues of $0. 
During the same period, total expenses were $1,047 and net income totaled
$(1,047).

         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 September 30, 1998, the Company
had no business operations.  During this period, the Company received total
revenues of $0 and had net income of $(1,047).

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

          At September 30, 1998, the Company had total current assets of
$2,564, with total current liabilities of $8,070.  Total stockholder's 
equity was $(5,506). 

                        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: 10/19/98                          By /s/ Sam Bono  
     --------------                     -------------------------------------
                                        Sam Bono   
                                        Director and President


Date: 10/15/98                          By /s/ Carol Novick 
     --------------                     -------------------------------------
                                        Carol Novick
                                        Director and Treasurer