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Condor Gold Corp – ‘10SB12G’ on 6/20/01

On: Wednesday, 6/20/01, at 3:16pm ET · Accession #: 912057-1-520536 · File #: 0-31168

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/20/01  Condor Gold Corp                  10SB12G                1:101K                                   Merrill Corp/FA

Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10-Sb                                            76    232K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Agent Certain Relationships and Related Transactions Changes in and Disagreements With Accountants Description of Business Description of Property Description of Securities Directors and Executive Officers, Promoters and Control Persons Executive Compensation Indemnification of Directors and Officers Legal Proceedings Management's Discussion and Analysis or Plan of Operation Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Recent Sales of Unregistered Securities Ripped Canada Artists Inc Security Ownership of Certain Beneficial Owners and Management Signed Wm. Andrew Campbell C.A
1	1st Page - Filing Submission
"	Ripped Canada Artists Inc
4	Item 1 Description of Business
5	Item 2 Management's Discussion and Analysis or Plan of Operation
"	Item 3 Description of Property
"	Item 4 Security Ownership of Certain Beneficial Owners and Management
"	Item 5 Directors and Executive Officers, Promoters and Control Persons
6	Item 6 Executive Compensation
"	Item 7 Certain Relationships and Related Transactions
7	Item 8 Description of Securities
"	Item 1 Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
8	Item 2 Legal Proceedings
"	Item 3 Changes in and Disagreements With Accountants
"	Item 4 Recent Sales of Unregistered Securities
9	Item 5 Indemnification of Directors and Officers
19	Wm. Andrew Campbell C.A
20	Signed
76	Agent

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                                                                   COMPLETE COPY

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

FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
 UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
 ACT OF 1934

12g3-2(b) COMMISSION EXEMPTION NO. 82 - 5124

 -----------------

RIPPED CANADA ARTISTS INC.
(Exact name of Registrant as specified in its charter)
 ONTARIO, CANADA
 (Jurisdiction of incorporation or organization)
56 TEMPERANCE ST., 6TH FLOOR
 TORONTO, ONTARIO M5H 3V5,CANADA
 TEL: (416) 363-2114
 FAX: (416) 363-9982
(Addresses of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered pursuant to Section 12(g) of the Act: COMMON

 Number of Common Shares outstanding as of May 3rd, 2001
 (the signing of this document): 4,089,238

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 (I)
 TABLE OF CONTENTS

PART I

                                                                [Download Table]


                                                                              PAGE
                                                                              ----
                                                                                  
ITEM 1   DESCRIPTION OF BUSINESS                                                 2

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION               3

ITEM 3   DESCRIPTION OF PROPERTY                                                 3

ITEM 4   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT          3

ITEM 5   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS         3

ITEM 6   EXECUTIVE COMPENSATION                                                  4

ITEM 7   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          4

ITEM 8   DESCRIPTION OF SECURITIES                                               5

                                     PART II                                      

ITEM 1   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND      
RELATED STOCKHOLDER MATTERS                                                      5

ITEM 2   LEGAL PROCEEDINGS                                                       6

ITEM 3   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                           6

ITEM 4   RECENT SALES OF UNREGISTERED SECURITIES                                 6

ITEM 5   INDEMNIFICATION OF DIRECTORS AND OFFICERS                               7

                                   PART F/S                                      7

                                   SIGNATURES                                    7

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(II)
 TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ATTACHMENT A

AUDITED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS 

             MOST RECENT QUARTERLY 2001                                    A 1
             MOST RECENT AUDITED ANNUAL NOVEMBER 30, 2000                  A 2
             3RD QUARTER, 2000                                             A 3
             2ND QUARTER, 2000                                             A 4
             1ST QUARTER, 2000                                             A 5
             AUDITED ANNUAL NOVEMBER 30, 1999                              A 6
             AUDITED ANNUAL NOVEMBER 30, 1998                              A 7
             AUDITED ANNUAL NOVEMBER 30, 1997                              A 8

ATTACHMENT B

EXHIBITS

 INDEX TO EXHIBITS

             ARTICLES OF INCORPORATION                                     B 1
             ARTICLES OF AMENDMENT                                         B 2
             FORM FX                                                       B 3

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                                                              PAGE 2
PART I

REGISTRATION STATEMENT

ALTERNATIVE 3                                                                   

ITEM 1 DESCRIPTION OF BUSINESS.                                                 

1)                The company was formed on June 19, 1997 in the Province of    
               Ontario under the name Findore Gold Resources Ltd. The name
         was changed October 27, 2000 to Ripped Canada Artists
                  Inc.,(the "Company"), at the time of the name change there was
                  no change in the capital structure. The company files Canadian
             federal income tax under its Business Number 88343 99093.

2)                There has been no bankruptcy, receivership or similar         
proceeding.                                 

3)                There has been a change of business concurrent with the name  
                  change of the Company. This change of name has not resulted in
                 any significant change in assets. The Company has embarked on
                  the business of entertainment. The Company's business model is
                based on acquiring a license or interest in an entertainment
                 property. The Company contracts the manufacture and takes the
                product to the market. The marketing effort is undertaken by
               the Company's salespeople with the assistance of agents who
                  specialize in the field. Shipment to wholesalers and retailers
             is subcontracted to the fulfillment house. The accounting
            function is done by the Company. To date the cornerstone
         license we have acquired is the right to distribute a
          documentary CD on the well-known popular musicians the
                `Beatles.' This is an ideal launch vehicle as the production
      has been completed and the cost of manufacture and
         distribution is quite modest. The manufacturer of the
            `Beatles' biographical story is located in Toronto. This
     industry is mature and there are many competitive
                  manufacturers. The distribution of CDs is a highly competitive
              business. There are many in the market competing to supply
        product to the public. There are no issues regarding
government regulation of the business.      

              The Company still retains a mining asset from its previous
                  business; this property is to be Joint Ventured with an active
           mineral exploration group. This will remove the cost of
        carrying the property from the Company yet leave the
                  possibility of benefit in the event any success is achieved by
                 the Joint Venture partner. The transaction has no significant
impact on the Company.                      

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                                                                        PAGE 3

                The Company employs five (5) full time employees and various
               consultants and experts when needed. The office consists of
approximately 3300 sq. ft.                  

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.               

The Company's founders have the capability to bear the costs of the operation of
the Company for more than 12 months. This would include the cost of             
manufacturing CDs and the other costs involved in day-to-day operations. The    
Company has been funded internally since its inception. The Company may if      
market conditions allow issue shares via public offering to fund the treasury.  
This however, is not necessary and is only an option, which we are not pursuing 
at this time.                                                                   

ITEM 3 DESCRIPTION OF PROPERTY                                                  

The Company owns a mineral exploration property, which it acquired in the course
of its former business. This asset has no significant impact on the Company and 
is carried at a minimum valuation on the statements.                            

The Company has no oil and gas property.                                        

The Company has no real property; the only real estate asset is the Company's   
office space lease. This consists of 3,300 sq. ft. expiring in November, 2006.  

ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT           

See Item 5 below.                                                               

ITEM 5 DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.         

                                                                [Download Table]


TITLE OF CLASS         NAME            AMOUNT OWNED         PERCENT OF CLASS
--------------         ----            ------------         ----------------
                                                                            
Common shares     Drew Currrah         656,000              16.04           
                  President & Director                                      

Common shares     Charles Dennis       625,000              15.28           
                  Director                                                  

Common shares     Ben Fuschino         5,000                 .001           
                  Director                                                  

Common shares     Robert Burton        20,000                .005           
                  Secretary-Treasurer & Director                            

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Control of Registrant                                                     PAGE 4

                                                                [Download Table]

TITLE OF CLASS  IDENTITY OF PERSON OR GROUP  AMOUNT OWNED  PERCENT OF CLASS
--------------  ---------------------------  ------------  ----------------
                                                                           
Common shares   All Officers and Directors   1,306,000     32.94%          
                As a Group                                                 

ITEM 6 EXECUTIVE COMPENSATION                                                   

Compensation of Directors & Officers                                            

                                                                [Download Table]


NAME                 SALARY       STOCK OPTIONS           
----                 ------       -------------           
                                                          
Drew Currah          $60,000 CDN  27,500 @ $0.25          
3048 Seneca Drive                 Expiry November 24, 2002
Oakville, Ontario                                         
L6L 1A9                                                   

Charles Dennis       0            80,000 @ $0.50          
194 Riverside Drive               Expiry October 16, 2005 
New York, N.Y.                                            
10025                                                     

Robert Burton        0            25,000 @ $0.50          
75 Chancery Lane                  Expiry October 16, 2005 
Oakville, Ontario                                         
L6J 5P7                                                   

Ben Fuschino         0            100,000 @ $0.50         
9 Blackwood Place                 Expiry October 16, 2005 
Woodstock, Ontario                                        
N4S 8Y3                                                   

ITEM 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                           

No transactions have taken place nor are any contemplated.                      

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                                                                        PAGE 5

ITEM 8 DESCRIPTION OF SECURITIES                                                

The authorized capital of the Company consists of an unlimited number of common 
shares ("Common Shares"), of which 4,089,238 shares are issued and outstanding. 

Holders of Common Shares will be entitled to receive notice of, attend and vote 
at all meetings of the shareholders of the Company. Each Common Share carries   
one vote at such meetings. Holders of Common Shares are entitled to dividends as
and when declared by the directors. In the event of the voluntary or involuntary
liquidation, dissolution or winding-up of the Company, after payment of all     
outstanding debts, the remaining assets of the Company available for            
distribution will be distributed to the holders of Common Shares.               

The common capital stock of the Company has no dividend rights; carries one vote
per common share, has no preference in liquidation; does not have pre-emptive   
rights; does not have conversion rights; does not have redemption rights;       
carried no sinking fund provisions and is not liable for further calls or       
assessments.                                                                    

The rights of the holders of the common capital stock may be modified by a      
resolution presented at a duly called meeting of shareholders of such shares    
wherein consent has been voted by a majority of three fourths (3/4th) or such   
greater majority of the issued shares.                                          

There is no restriction on the re-purchase or redemption of any shares of the   
Company.                                                                        

 PART II

ITEM 1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND      
RELATED STOCKHOLDER MATTERS                                                     

The principal market maker for the Company is                                   

Program Trading Corp.                                                           
1515 North Federal Highway # 404                                                
Boca Raton, Florida 33432                                                       

The shares are traded on the `Pink Sheets' and have been listed there since     
February 5, 2001. The shares are also reported on the Canadian Unlisted Board.  
There are no quotes for the trading, as it is only a reporting agency subject to
the Ontario Securities Commission. The Company is a reporting issuer in the     
Province of Ontario and reports to the Ontario Securities Commission.           

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                                                                          PAGE 6
PRICE ACTIVITY "PINK SHEET" LISTING                                             

         The Company commenced trading on the `Pink Sheets' on February 5, 2001.
        Since the open prices have varied from a high of $0.375 US to a low of
      $0.17 US. The volume has been a total of 446,400 shares traded in 16
trades up to May 3rd, 2001 (the signing of this document).    

The Company has not paid dividends and does not contemplate paying dividends in 
the immediate future.                                                           

ITEM 2 LEGAL PROCEEDINGS                                                        

The Company is not involved in any legal proceedings.                           

ITEM 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.                           

The auditor for the Company has been Wm. Andrew Campbell, C.A. since the        
Company's formation. All of the statements are in Canadian dollars. The         
statements are in conformity with US GAAP.                                      

There have been no disagreements with the Accountants.                          

The financial statements of the Company are attached as Appendix A.             

ITEM 4 RECENT SALES OF UNREGISTERED SECURITIES                                  

There has been no public sale of Unregistered Securities.                       

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                                                                        PAGE 7

ITEM 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS                                

See Item 6 Part I.                                                              

PART F/S

No significant business has been acquired or is to be acquired.                 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

                                       -------------------------------------
                                          (Registrant)

Date:                                    By:                                    
    --------------------------------       ---------------------------------
                                          (Signature)*

- Print name and title of the signing officer under his signature.              

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ATTACHMENT A

 AUDITED ANNUAL FINANCIAL STATEMENTS

RIPPED CANADA ARTISTS INC.
(formerly FINDORE GOLD RESOURCES LTD.)

                                                                            PAGE
                                                                            ----

 INDEX OF FINANCIAL STATEMENTS

1ST QUARTER, 2001                                                           A 1 
MOST RECENT AUDITED ANNUAL NOVEMBER 30, 2000                                A 2 
3RD QUARTER, 2000                                                           A 3 
2ND QUARTER, 2000                                                           A 4 
1ST QUARTER, 2000                                                           A 5 
AUDITED ANNUAL NOVEMBER 30, 1999                                            A 6 
AUDITED ANNUAL NOVEMBER 30, 1998                                            A 7 
AUDITED ANNUAL NOVEMBER 30, 1997                                            A 8 

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                                                                         PAGE A1

 MOST RECENT QUARTERLY
 FEBRUARY 28, 2001

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                                                                               1

Ripped Canada Artists Inc.
Financial Statements
(Prepared By Management)
 (Unaudited)
 February 28, 2001

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------------------------------------------------------------------------------- 
                                                                               2

Ripped Canada Artists Inc.
 Balance Sheet
(Prepared By Management)

ASSETS
------

                                                        [Enlarge/Download Table]


                                                                    Three Months Ended    Year Ended   
                                                                        February 28,      November 30, 
                                                                           2001               2000     
                                                                       -------------    -------------- 
                                                                                                       
CURRENT                                                                                                
    Cash                                                               $          82    $          765 
    Accounts receivable                                                           37               337 
                                                                       -------------    -------------- 
                                                                                 119             1,102 
                                                                       -------------    -------------- 

OTHER                                                                                                  
    Organization costs                                                        16,147            16,447 
    Investment in private film production company                             75,000            75,000 
    Investment in TV and film productions                                    416,811           416,061 
    Marketable securities                                                     45,000                 - 
    Oil and gas interests                                                          -            45,000 
    Mining claims and deferred exploration expenditures                       15,000           254,527 
                                                                       -------------    -------------- 
                                                                             567,958           807,035 
                                                                       -------------    -------------- 

                                                                       $     568,077    $      808,137 
                                                                       =============    ============== 

                                                     LIABILITIES                                       
                                                     -----------                                       
CURRENT                                                                                                
    Accounts payable and accrued liabilities                           $      38,113    $       44,113 
    Loans and advances from related parties                                   81,499            80,274 
                                                                       -------------    -------------- 

    Total Liabilities                                                        119,612           124,387 
                                                                       -------------    -------------- 

                                               SHAREHOLDERS EQUITY                                     
                                               -------------------                                     
SHARE CAPITAL   (Note 2)                                                   1,182,196         1,160,071 

DEFICIT (Page 3)                                                            (733,731)         (476,321)
                                                                       --------------   ---------------
                                                                             448,465           683,750 
                                                                       -------------    -------------- 

                                                                       $     568,077    $      808,137 
                                                                       =============    ============== 

See accompanying notes unaudited to financial statements                        

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                                                                               3

Ripped Canada Artists Inc.
 Statement of Loss and Deficit
(Prepared By Management)

                                                        [Enlarge/Download Table]


                                                                    Three Months    Three Months 
                                                                        Ended           Ended    
                                                                     February 28     February 28,
                                                                         2001            2000    
                                                                   ------------   -------------  
                                                                                                 
Office, general and administrative                                                               
    Management fees, salaries and benefits                         $      6,000   $           -  
    Legal and audit                                                       2,300               -  
    Office, general and administration                                    6,133           1,800  
    Rent                                                                  2,250               -  
    Transfer agent's fees                                                   900               -  
    Amortization                                                            300             300  
                                                                   ------------   -------------  

                                                                         17,883           2,100  
                                                                   ------------   -------------  

Loss before the under noted item                                        (17,883)         (2,100) 
Write down of mining claims and deferred exploration expenditures      (239,527)              -  
                                                                   ------------   -------------  
Net Loss for the Period                                                (257,410)         (2,100) 

Deficit, Beginning of Period                                           (476,321)       (362,323) 
                                                                   ------------   -------------  

DEFICIT, END OF PERIOD                                             $   (733,731)  $    (364,423) 
                                                                   ============   =============  

NET LOSS PER SHARE                                                 $      (0.08)  $       (0.11) 
                                                                   ============   =============  

See accompanying notes to unaudited financial statements                        

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                                                                               4

Ripped Canada Artists Inc.
 Statement of Changes in Cash Flow
(Prepared By Management)

                                                        [Enlarge/Download Table]


                                                                         Three Months   Three Months  
                                                                             Ended          Ended     
                                                                          February 28    February 28, 
                                                                             2001            2000     
                                                                        -------------   ------------- 
                                                                                                      
Cash provided by (Used in):                                                                           
     Operating Activities                                                                             
     Net loss for the year                                              $    (257,410)  $      (2,100)
     Add: item not affecting cash:                                                                    
     Amortization                                                                 300             300 
     Write down of mining claims and deferred exploration expenditures        239,527               - 
                                                                        -------------   ------------- 
                                                                              (17,583)         (1,800)
     Changes in non-cash operating working capital balances                    (5,700)           (838)
                                                                        --------------  --------------

     (Used in) Operating Activities                                           (23,283)         (2,638)
                                                                        --------------  --------------

     Financing Activities                                                                             
     Issuance of common shares                                                 22,125               - 
     Loans and advances from related parties                                    1,225               - 
                                                                        -------------   ------------- 

     Provided by Financing Activities                                          23,350               - 
                                                                        -------------   ------------- 

     Investing Activities                                                                             
     Marketable securities                                                    (45,000)              - 
     Oil and gas interests                                                     45,000               - 
     Investment in film production                                               (750)              - 
                                                                        --------------  ------------- 

     (Used in) Investing Activities                                              (750)              - 
                                                                        --------------  ------------- 

     Decrease in Cash                                                            (683)         (2,638)

     Cash, beginning of period                                                    765           2,703 
                                                                        -------------   ------------- 

     CASH, END OF PERIOD                                                $          82   $          65 
                                                                        =============   ============= 

See accompanying notes to unaudited financial statements                        

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                                                                               5

Ripped Canada Artists Inc.
 Notes to Financial Statements
(Prepared By Management)
 February 28, 2001

1.   Summary of Significant Accounting Policies                                 

The accompanying policies and methods followed in preparing these     
financial statements are those used by Ripped Canada Artists Inc. (the
"Company") as set out in the November 30, 2000 audited financial      
statements. However, the unaudited financial statements for the three 
months ended February 28, 2001 do not conform in all respects to the  
disclosure and information that is required for annual financial      
  statements. For further information, see the Company's November 30, 2000
audited financial statements.                                         

The enclosed unaudited financial statements for the three months ended
    February 28, 2001 conform with generally accepted accounting principles in
Canada for financial reporting for interim financial statements.      

     In the opinion of management, all adjustments considered necessary for fair
  presentation have been included in these financial statements. Operating
   results for the three months ended February 28, 2001 is not indicative of
     the results that may be expected for the full year ended November 30, 2001.

2.   Share Capital                                                              

a) Authorized- An unlimited number of Common shares                   
       -   an unlimited number of Class A shares, without par value,
non-voting                                    
       -   an unlimited number of Class B shares, without par value,
non-voting                                    
-                                                     
b) Issued:                                 NUMBER                $    
                                        -------------      -------------
Common shares                                                 
     Balance:  November 30, 2000            3,069,738      $   1,160,071
                                        =============      =============

     Balance:  February 28, 2001            3,142,237      $   1,182,096
                                        =============      =============

Officers, directors and employee stock option plan                    

   As at February 28, 2001, stock options were outstanding to purchase up to
  205,000 at $0.50 per share until October 16, 2005, 52,500 at $0.25 until
     November 24, 2002, 30,000 at $0.35 until March 27, 2006 and 20,000 at $0.35
until April 23, 2003.                                                 

3.   Income taxes                                                               

    At February 28, 2001, the Company's income tax expense was nil. No benefit
has been recognized in these financial statements.                    

The future income tax assets and liabilities that may result from     
    differences in tax values and accounting values have not been reflected in
these financial statements.                                           

4.   United States Accounting Principles                                        

The financial statements presented are in accordance with Generally   
     Accepted Accounting Principles ("GAAP") in Canada, which do not present any
material differences with GAAP as it applies in the United States of  
America.                                                              

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                                                                        PAGE A 2

MOST RECENT ANNUAL AUDITED
 FINANCIAL STATEMENT
 NOVEMBER 30, 2000

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                                                                               1

Ripped Canada Artists Inc.
 (Formerly: Findore Gold Resources Ltd.)
Financial Statements
November 30, 2000 

                                                                            Page
                                                                            ----

Auditor's Report to the Shareholders                                          2 
Balance Sheet                                                                 3 
Statement of Loss and Deficit                                                 4 
Statement of Cash Flows                                                       5 
Notes to Financial Statements                                             6 - 9 

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                                                                               2

Wm. Andrew Campbell C.A.                                Tel.: (416) 363 - 6273  
56 Temperance Street, 6th. Floor,                       Fax: (416) 363 - 9982   
Toronto, Ontario                                                                
M5H 3V5                                                                         

------------------------------------------------------------------------------- 

To the Shareholders of:                                                         
Ripped Canada Artists Inc.                                                      
(Formerly: Findore Gold Resources Inc.)                                         

I have audited the balance sheets of Ripped Canada Artists Inc. as at November  
30, 2000 and 1999 and the statements of loss and deficit and cash flows for the 
years then ended. These financial statements are the responsibility of the      
Company's management. My responsibility is to express an opinion on these       
financial statements based on my audit.                                         

I conducted an audit in accordance with generally accepted auditing standards in
Canada. Those standards require that I plan and perform an audit to obtain      
reasonable assurance whether the financial statements are free from material    
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 

In my opinion these financial statements present fairly, in all material        
respects, the financial position of the Company as at November 30, 2000 and 1999
and the results of its operations and cash flows for the year ended in          
accordance with generally accepted accounting principles.                       

(Signed): Wm. Andrew Campbell                                                   
Chartered Accountant                                                            
Toronto, Ontario                                                                
March 21, 2001                                                                  

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                                                                               3

Ripped Canada Artists Inc.
 Balance Sheet
As at November 30, 2000 and 1999

ASSETS
------

                                                        [Enlarge/Download Table]


                                                                        2000              1999     
                                                                    -------------   -------------- 
                                                                                                   
CURRENT                                                                                            
    Cash                                                            $         765   $        2,703 
    Accounts receivable                                                       337   -          974 
                                                                    -------------   -------------- 
                                                                            1,102            3,677 
                                                                    -------------   -------------- 

OTHER                                                                                              
    Organization costs                                                     16,447            7,947 
    Investment in private film production company (note 3)                 75,000                - 
    Investment in TV and film productions (note 4)                        416,061                - 
    Oil and gas interests (note 5)                                         45,000                - 
    Mining claims and deferred exploration expenditures (note 6)          254,527          246,964 
                                                                    -------------   -------------- 
                                                                          807,035          254,911 
                                                                    -------------   -------------- 

                                                                    $     808,137   $      258,588 
                                                                    =============   ============== 

                                                     LIABILITIES                                   
                                                     -----------                                   
CURRENT                                                                                            
    Accounts payable and accrued liabilities                        $      44,113   $       17,073 
    Loans and advances from related parties (Note 7)                       80,274           46,617 
                                                                    -------------   -------------- 

    Total Liabilities                                                     124,387           63,690 
                                                                    -------------   -------------- 

                                               SHAREHOLDERS EQUITY                                 
                                               -------------------                                 

SHARE CAPITAL   (Note 8)                                                1,160,071          557,221 

DEFICIT (Page 4)                                                         (476,321)        (362,323)
                                                                    --------------  ---------------
                                                                          683,750          194,898 
                                                                    -------------   -------------- 

                                                                    $     808,137   $      258,588 
                                                                    =============   ============== 

Approved on behalf of the Board:                                                

SIGNED:    " DREW CURRAH"                   :DIRECTOR                       
-----------------------------------------------------                       

SIGNED:   " BEN FUSCHINO"                   :DIRECTOR                       
-----------------------------------------------------                       

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                 

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                                                                               4

Ripped Canada Artists Inc.
 Statement of Loss and Deficit
For the Year Ended November 30, 2000

                                                        [Enlarge/Download Table]


                                                                       2000             1999    
                                                                   ------------   ------------- 
                                                                                                
Office, general and administrative                                                              
    Management fees, salaries and benefits                         $     25,885   $      28,873 
    Legal and audit                                                      19,850           3,750 
    Office, general and administration                                   11,109           4,864 
    Rent                                                                 10,000           7,000 
    Transfer agent's fees                                                 8,827           5,899 
    Consulting fees                                                       5,503           6,122 
    Travel, entertainment and investor relations                          4,324           8,825 
    Amortization                                                          8,500           2,800 
                                                                   ------------   ------------- 

                                                                         93,998          68,133 
                                                                   ------------   ------------- 

Loss before the under noted item                                        (93,998)        (68,133)
Write down of mining claims and deferred exploration expenditures       (20,000)       (131,731)
                                                                   -------------  --------------
Net Loss for the Year                                                  (113,998)       (199,864)

Deficit, Beginning of Year                                             (362,323)       (162,459)
                                                                   -------------  --------------

DEFICIT, END OF YEAR                                               $   (476,321)  $    (362,323)
                                                                   =============  ==============

NET LOSS PER SHARE                                                 $   (0.05)     $   (0.11)    
                                                                   ============   ============= 

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                   

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                                                                               5

Ripped Canada Artists Inc.
 Statement of Changes in Cash Flow
For the Year Ended November 30, 2000

                                                        [Enlarge/Download Table]


                                                                             2000             1999    
                                                                        -------------   ------------- 
                                                                                                      
Cash provided by (Used in):                                                                           
Operating Activities                                                                                  
     Net loss for the year                                              $    (113,998)  $    (199,864)
     Add: item not affecting cash:                                                                    
     Amortization                                                               8,500           2,800 
     Write down of mining claims and deferred exploration expenditures         20,000         131,731 
                                                                        -------------   ------------- 
                                                                              (85,498)        (65,333)
     Changes in non cash operating working capital balances (Note 9)           27,677          (5,580)
                                                                        -------------   --------------

     (Used in) Operating Activities                                           (57,821)        (70,913)
                                                                        --------------  --------------

     Financing Activities                                                                             
     Issuance of common shares                                                602,850          59,783 
     Loans and advances from related parties                                   33,657           8,574 
                                                                        -------------   ------------- 

     Provided by Financing Activities                                         636,507          68,357 
                                                                        -------------   ------------- 

     Investing Activities                                                                             
     Additions to organization costs                                          (17,000)              - 
     Investment in private film production company                            (75,000)              - 
     Investment in film production                                           (416,061)              - 
     Oil and gas interests                                                    (45,000)              - 
     Additions to mining claims and deferred exploration expenditures         (27,563)           (105)
                                                                        --------------  --------------

     (Used in) Investing Activities                                          (580,624)           (105)
                                                                        --------------  --------------

     Decrease in Cash                                                          (1,938)         (2,661)

     Cash, beginning of year                                                    2,703           5,364 
                                                                        -------------   ------------- 

     CASH, END OF YEAR                                                  $         765   $       2,703 
                                                                        =============   ============= 

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                 

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                                                                               6

Ripped Canada Artists Inc.
 Notes to Financial Statements
For the Year Ended November 30, 2000

1.   Nature of Business and Going Concern Considerations                        

   Ripped Canada Artists Inc (formerly: Findore Gold Resources Ltd.) (Herein
     the "Company") was incorporated on June 19, 1997 under the Ontario Business
Corporations Act. The Company is listed for trading on the Canadian   
Unlisted Board. ("CUB").                                              

   During the year, the Company decided to change its primary business focus
     from investing in resource related activities to TV and Film production and
    distributing activities. The Company is in the process of disposing of its
resource related assets on a timely basis.                            

The Company's ability to continue on a going concern basis, which     
     contemplates the payment of its liabilities as they become due is dependent
    upon its ability to generate cash flows from equity and debt financing and
    the ultimate profitability of its TV and Film productions and distribution
activities.                                                           

2.   Summary of Significant Accounting Policies                                 

(a) Measurement uncertainty                                           
      The preparation of financial statements in conformity with generally
         accepted accounting principles require management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and disclosure or contingent assets and liabilities at the date of the
   financial statements and reported amounts of revenue and expenses
     during the reporting period. Actual results could differ from those
         estimates. The assets and liabilities, which require management to make
       significant estimates and assumptions in determining carrying values,
  include mining properties and deferred exploration expenditures.

(b) Mineral exploration properties                                    
         Costs of acquisitions of mining properties and all deferred exploration
   expenditures less related recoveries are capitalized. The Company
     follows the cost reduction method in accounting for option payments
   received whereby the proceeds received reduce expenditures on the
      related property. When the amounts received exceed expenditures, the
      related property's carrying value is reduced to $1 and the excess is
recorded as income.                                           

        The costs of properties, which are abandoned or impaired in value, are
written down in the year of abandonment or impairment.        

  Upon commencement of commercial production, all related deferred
        property acquisition; exploration and development expenditures will be
amortized and matched with future revenues.                   

        The amounts capitalized represent costs to be charged to operations in
        the future and do not necessarily reflect the present or future values
of the particular properties.                                 

         Administration expenses are charged to operations in the year incurred.

(b)      Oil and gas interests                                                  
        The Company follows the successful effort method of accounting for oil
         and gas properties. Under this method the initial acquisition and start
        up costs together with the costs of drilling, equipping and developing
         successful wells are capitalized. Exploration expenditures on dry holes
are charged to operations.                                    

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                                                                               7

Ripped Canada Artists Inc.
 Notes to Financial Statements
For the Year Ended November 30, 2000

2.   Summary of Significant Accounting Policies (continued):                    

(c) Financial instruments-                                            
  The carrying value of all of the Company's financial instruments
      included in the working capital approximates their fair values since
these instruments have short-term maturity dates.             

(d) Loss per share-                                           
     The loss per share is computed on the basis of the weighted average
number of shares outstanding during the year.                 

(e) Investment in Joint ventures                              
       Certain of the Company's mineral exploration activities are conducted
  jointly with others. These financial statements reflect only the
Company's proportionate interest in such activities.          

(f) Investment in Film and TV productions                     
     The Company's investment in film and TV productions, which consists
     primarily of acquisition costs and production development costs are
    recorded at the lower of cost and net realizable value. When it is
      determined that the net recoverable amount from the ultimate sale or
       lease of the associated film rights is less than its recorded amount,
        the related asset is written down to its net recoverable amount, which
approximates fair market value.                               

(g) Organization costs                                        

         Organization costs are recorded at cost. Amortization is being provided
using the straight-line basis over a three-year period.       

3.       Investment in private film production company                          

         On November 7, 2000 the Company issued 250,000 common shares to acquire
    a 30 % interest in Axelblade Entertainment Ltd. (a Private Ontario
         Corporation), which is in the business of producing and distributing TV
and Film's production rights.                                 

4.       Investment in TV and Film Productions                                  

    The Company owns participation rights in 3 TV and Film Productions
         whereby it can earn a participation of up to 20% of revenue earned from
the sale and lease of the film rights.                        

5.       Oil and Gas interests                                                  

        The Company owns a 100% interest in oil and gas leases (#5499100079 on
     640 acres of land in N.E. Alberta. On November 7, 2000, the Company
      signed an agreement with an unrelated party, to sell its investment.
  However to the date of the auditor's report the requirements for
    recognizing any gain or loss on the transaction have not been met,
 accordingly, the investment in the oil and gas leases have been
recorded at cost.                                             

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                                                                               8

Ripped Canada Artists Inc.
 Notes to Financial Statements
For the Year Ended November 30, 2000

6.       Mining claims and deferred exploration expenditures                    

                                                        [Enlarge/Download Table]


                                                                                        2000          1999   
                                                                                  ------------  -------------
                                                                                                             
     Goldfeast Property -50% interest in 46 claims                                                           
     Townships of Godfrey, Carscullen and Bristol, District of Cochrane, Ontario                             
     Mining claims                                                                $     85,135  $      85,135
     Deferred exploration expenditures                                                 169,392        161,839
                                                                                  ------------  -------------
                                                                                  $    254,527  $     246,964
                                                                                  ============  =============

     TOWNSHIPS OF GODFREY, CARSCULLEN AND BRISTOL                                                            
     The Company has an option to acquire a 50% working interest in the                                      
     property, known as the "Goldfeast Property" which consists of 46 claims. In                             
     order to earn its interest the Company paid $40,000 and agreed to issue                                 
     200,000 common shares (issued).                                                                         

7.   Related Party Transactions                                                                              

     The advances from related parties are interest free and have no fixed                                   
     repayment terms. A Company controlled by the President was paid $24,000;                                
     (1999; $24,000) for management services provided and $10,000 and $7,000 in                              
     1999 for office rent.                                                                                   

8.   Share Capital                                                                                           
     a) Authorized- An unlimited number of Common shares                                                     
             -  an unlimited number of Class A shares, without par value,                                    
                non-voting                                                                                   
             -  an unlimited number of Class B shares, without par value,                                    
                non-voting                                                                                   
     b) Issued:                                         NUMBER             $                                 
                                                        ------         --------                              
      Common Shares                                                                                          
       Balance, November 30, 1998                      1,544,073       497,438                               
       Issued in settlement of debt                       54,615        10,923                               
       Issued on exercise of employee stock options      284,300        48,860                               
                                                    -------------  -------------                             
       Issued in 1999                                    338,915      - 59,783                               
                                                    -------------  -------------                             
       Balance, November 30, 1999                      1,882,988      -557,221                               
                                                    -------------  -------------                             

         Issued for property                             100,000        20,000                               
         Issued in settlement of debt                     93,750        18,750                               
         Issued on acquisition of film rights          1,125,000       437,500                               
         Issued on exercise of employee stock options    308,000        81,600                               
                                                    -------------  -------------                             
         Issued in 2000                                1,801,750      -602,850                               
                                                    -------------  -------------                             

         Balance:  November 30, 2000                   3,069,738  $  1,160,071                               
                                                    =============  =============                             

     Officers, directors and employee stock option plan                                                      
     Under a management and key employee incentive option plan the Company has                               
     granted to certain officers, directors and key employees, stock options to                              
     purchase up to 10% of the issued and outstanding common shares of the                                   
     Company at any given time.                                                                              

     As at November 30, 2000, options were outstanding to purchase up to 205,000                             
     at $0.50 per share until October 16, 2005.                                                              

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                                                                               9                             

                           Ripped Canada Artists Inc.                                                        
                          Notes to Financial Statements                                                      
                      For the Year Ended November 30, 2000                                                   

9.   Changes in Non-Cash Operating Working Capital Balances                                                  
     b) Issued:                                     2000                1999                                 
                                                -------------      -------------                             
     Cash provided by (used for):                                                                            
     Accounts receivable                        $        637      $        (969)                             
     Prepaid expenses and deposits                         -              9,036                              
     Accounts payable and accrued liabilities         27,040             13,647                              
                                                 ------------      -------------                             
                                                $     27,677      $      (5,580)                             
                                                ============      ==============                             
10.      Income taxes                                                                                        

     The Company has non-capital losses for income tax purposes of $ 309,899 the                             
     benefit of which has not been reflected in these financial statements.                                  
     Unless sufficient taxable income is earned, these losses will expire in the                             
     following years:                                                                                        
         2004                                         23,460                                                 
         2005                                        132,801                                                 
         2006                                         68,138                                                 
         2007                                         85,500                                                 
                                                -------------                                                
                                                $    309,899                                                 
                                                =============                                                

11.       United States Accounting Principles                                                                

     The financial statements presented are in accordance with Generally                                     
     Accepted Accounting Principles ("GAAP") in Canada, which do not present any                             
     material differences with GAAP as it applies in the United States of                                    
     America.                                                                                                

12.  Subsequent Events                                                                                       

     On December 7, 2000 the Company made application to the Securities and                                  
     Exchange Commission to become a foreign private issuer.                                                 

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                                                                        PAGE A 3                             

                           3RD QUARTER AUGUST 31, 2000                                                       

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FINDORE GOLD RESOURCES LTD.                                                                                  
STATEMENT OF LOSS AND DEFICIT                                                                                
NINE MONTHS ENDED AUGUST 31, 2000                                                                            
-------------------------------------------------------------------------------                              
                                                  2000        1999                                           
                                                                                                             

OFFICE, GENERAL & ADMINISTRATION                                                                             
Travel, entertainment and investor relations   $      0    $  8,825                                          
Management fees                                  18,000           0                                          
Transfer agent's fees                             3,800       5,900                                          
Consulting fees                                   5,000      11,000                                          
Rent                                              3,750       7,000                                          
Office, general & administration                  4,960       8,387                                          
Legal & audit                                     3,200       5,150                                          

Amortization                                      3,375       1,400                                          
                                               --------    --------                                          

                                                 42,085      47,662                                          
                                               --------    --------                                          
GAIN (LOSS) FOR THE PERIOD                     $(42,085)   $(47,662)                                         
                                               ========    ========                                          

LOSS PER SHARE                                   -$0.03      -$0.03                                          
                                               ========    ========                                          

CASH FLOW STATEMENT (UNAUDITED)                                                 
NINE MONTHS ENDED AUGUST 31, 2000                                               
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                                                                [Download Table]


                                                      2000       1999   
                                                                        
CASH PROVIDED BY (USED IN):                                             
  OPERATING ACTIVITIES                                                  

  Loss for the period                              $(42,085)   $(47,662)
  Item not requiring cash outlay                                        

    - Amortization                                    3,375       1,400 
                                                   --------    -------- 
                                                    (38,710)    (46,262)

   Changes in non-cash operating working capital     (1,911)     17,216 
                                                   --------    -------- 

                                                    (40,621)    (29,046)
                                                   --------    -------- 
FINANCING ACTIVITIES                                                    

  Issuance of common shares                          36,000      30,923 

  Loans and advances from related parties            29,070      10,778 
                                                   --------    -------- 

                                                     65,070      41,701 
                                                   --------    -------- 
INVESTING ACTIVITIES                                                    

 Film development costs                             (22,305)            

 Deferred exploration & property expenditures          --       (15,000)
                                                   --------    -------- 

                                                    (22,305)    (15,000)
                                                   --------    -------- 

INCREASE (DECREASE) IN CASH                           2,144      (2,345)

Cash, beginning of year                               2,703       5,364 
                                                   --------    -------- 
CASH, END OF PERIOD                                 $ 4,847     $ 3,019 
                                                   ========    ======== 

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                                                                        PAGE A 4

2ND QUARTER MAY 31, 2000

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FINDORE GOLD RESOURCES LTD.                                                     
STATEMENT OF LOSS AND DEFICIT                                                   
SIX MONTHS ENDED MAY 31, 2000                                                   
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                                                                [Download Table]

                                                 2000     1999  
                                                                
OFFICE, GENERAL & ADMINISTRATION                                
Travel, entertainment and investor relations   $     0   $ 6,726
Transfer Agent's fees                                0     3,327
Consulting fees                                      0     5,727
Office, general & administration                 2,226     1,867
Legal and audit                                    500     5,100
Amortization                                         0     1,200
                                               -------   -------

                                                 2,726    23,947
                                               -------   -------

GAIN (LOSS) FOR THE PERIOD                      $2,726   $23,947
                                               =======   =======

LOSS PER SHARE                                  -$0.00    -$0.02
                                               =======   =======

CASH FLOW STATEMENT (UNAUDITED)                                                 
SIX MONTHS ENDED MAY 31, 2000                                                   
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                                                                [Download Table]

                                                      2000            1999   
                                                                             
CASH PROVIDED BY (USED IN):                                                  
  OPERATING ACTIVITIES                                                       
   Loss for the period                               $ (2,726)      $(23,947)
   Item not requiring cash outlay                                            
     - Amortization                                       800          1,200 
                                                     --------       -------- 

                                                       (1,926)       (22,747)

    Changes in non-cash operating working capital      (1,490)        31,642 
                                                     --------       -------- 

                                                       (3,416)         8,895 
                                                     --------       -------- 
 FINANCING ACTIVITIES                                                        
   Loans and advances from related parties              1,250          3,600 
                                                     --------       -------- 

 INVESTING ACTIVITIES                                                        
  Deferred exploration & property expenditures              0        (15,000)
                                                     --------       -------- 

                                                            0        (15,000)
                                                     --------       -------- 

 INCREASE (DECREASE) IN CASH                           (2,166)        (2,505)
 Cash, beginning of year                                2,703          5,364 
                                                     --------       -------- 
 CASH, END OF PERIOD                                   $  537        $ 2,859 
                                                     ========       ======== 

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                                                                        PAGE A 5

 1ST QUARTER FEBRUARY 29, 2000

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FINDORE GOLD RESOURCES LTD.                                                     
STATEMENT OF LOSS AND DEFICIT                                                   
THREE MONTHS ENDED FEBRUARY 29, 2000                                            
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                                                                [Download Table]


                                                 1999      1998 
                                                                
OFFICE, GENERAL & ADMINISTRATION                                
Travel, entertainment and investor relations   $     0   $ 6,300
Consulting fees                                      0     3,515

Office, general & administration                 1,800     1,177

Amortization                                       300     1,100
                                               -------   -------

                                                 2,100    12,092
                                               -------   -------
GAIN (LOSS) FOR THE PERIOD                     $ 2,100   $12,092
                                               =======   =======

LOSS PER SHARE                                 $  0.00   $  0.01
                                               =======   =======

CASH FLOW STATEMENT (UNAUDITED)                                                 
THREE MONTHS ENDED FEBRUARY 29, 2000                                            
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                                                                [Download Table]

                                                      1999      1998   
                                                                       
CASH PROVIDED BY (USED IN):                                            
  OPERATING ACTIVITIES                                                 
   Loss for the period                              $(2,100)  $(12,092)
   Item not requiring cash outlay                                      
     - Amortization                                     300      1,100 
                                                   --------   -------- 

                                                     (1,800)   (10,992)

    Changes in non-cash operating working capital      (838)    17,135 
                                                   --------   -------- 

                                                     (2,638)     6,143 
                                                   --------   -------- 
 FINANCING ACTIVITIES                                                  
   Loans and advances from related parties                0      3,600 
                                                   --------   -------- 

 INVESTING ACTIVITIES                                                  
  Deferred exploration & property expenditures            0    (15,000)
                                                   --------   -------- 

                                                          0    (15,000)
                                                   --------   -------- 

 INCREASE (DECREASE) IN CASH                         (2,638)    (5,257)
 Cash, beginning of year                              2,703      5,364 
                                                   --------   -------- 
 CASH, END OF PERIOD                               $     65   $    107 
                                                   ========   ======== 

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                                                                        PAGE A 6

AUDITED ANNUAL FINANCIAL STATEMENT
 NOVEMBER 30, 1999

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 Findore Gold Resources Ltd.
Financial Statements
 November 30, 1999

                                                                          PAGE
                                                                          ----

Auditor's Report to the Shareholders                                          2 
Balance Sheet                                                                 3 
Statement of Loss and Deficit                                                 4 
Statement of Changes in Cash Flows                                            5 
Notes to Financial Statements                                              6-10 

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                                                                               2

WM. ANDREW CAMPBELL C.A.                                   Tel.: (416) 366-2856 
SUITE 420, 111 RICHMOND ST. WEST                            Fax: (416) 366-8179 
TORONTO, ONTARIO                                                                
M5H 2G4                                                                         

Auditor's Report to the Shareholders

I have audited the balance sheets of Findore Gold Resources Ltd. as at November 
30, 1999 and 1998 and the statements of loss and deficit and changes in cash    
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.                                         

I conducted an audit in accordance with generally accepted auditing standards in
Canada. Those standards require that I plan and perform an audit to obtain      
reasonable assurance whether the financial statements are free from material    
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 

In my opinion these financial statements present fairly, in all material        
respects, the financial position of the Company as at November 30, 1999 and 1998
and the results of its operations and the changes in its financial position for 
the year ended in accordance with generally accepted accounting principles.     

Signed  "Wm. Andrew Campbell"                                                 
Chartered Accountant                                                            
Toronto, Ontario                                                                
April 13, 2000                                                                  

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                                                                               3

 Findore Gold Resources Ltd.
 Balance Sheet
As at November 30, 1999 and 1998

ASSETS
------

                                                        [Enlarge/Download Table]


                                                                     1999        1998   
                                                                  ---------   --------- 

                                                                                        

CURRENT                                                                                 
    Cash                                                          $   2,703   $   5,364 
    Accounts receivable                                                 974        --   
    Prepaid expenses and deposits                                      --       - 9,036 
                                                                  ---------   --------- 
                                                                      3,677      14,400 
                                                                  ---------   --------- 

OTHER                                                                                   
    Organization costs                                                7,947      10,747 
    Mining claims and deferred exploration expenditures (note 3)    246,964     378,595 
                                                                  ---------   --------- 
                                                                    254,911     389,342 
                                                                  ---------   --------- 
                                                                  $ 258,588   $ 403,742 
                                                                  =========   ========= 

                                   LIABILITIES                                          
                                   -----------                                          
CURRENT                                                                                 
    Accounts payable and accrued liabilities                      $  17,073   $  30,720 
    Loans and advances from related parties (Note 4)                 46,617      38,043 
                                                                  ---------   --------- 
    Total Liabilities                                                63,690      68,763 
                                                                  ---------   --------- 

                               SHAREHOLDERS EQUITY                                      
                               -------------------                                      

SHARE CAPITAL (Note 5)                                              557,221     497,438 
DEFICIT (Page 4)                                                   (362,328)   (162,459)
                                                                  ---------   --------- 
                                                                    194,898     334,979 
                                                                  ---------   --------- 
                                                                  $ 258,588   $ 493,742 
                                                                  =========   ========= 

Approved on behalf of the Board:                                                

SIGNED:    "DREW CURRAH"                    :DIRECTOR                       
-------------------------------------------------------                         

SIGNED:     "ROBERT BURTON"                 :DIRECTOR                       
-------------------------------------------------------                         

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                 

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                                                                               4

Findore Gold Resources Ltd..
 Statement of Loss and Deficit
For the Year Ended November 30, 1999

                                                        [Enlarge/Download Table]


                                                                      1999         1998   
                                                                   ---------   ---------- 
                                                                                          
Revenue                                                                                   
    Interest and other income                                      $    --      $     565 
                                                                   ---------    --------- 
                                                                        --            565 
                                                                   ---------    --------- 
Office, general and administrative                                                        
    Management fees, salaries and benefits                            28,873       37,119 
    Office, general and administration                                11,864       32,495 
    Transfer agent's fees                                              5,899         --   
    Travel, entertainment and investor relations                       8,825       26,817 
    Consulting fees                                                    6,127       10,969 
    Legal and audit                                                    3,750       27,771 
    Amortization                                                       2,800        2,800 
    Miscellaneous                                                       --          1,619 
                                                                   ---------    --------- 
                                                                      68,138      105,712 
                                                                   ---------    --------- 

Loss before the under noted item                                      68,138     (139,025)
Write down of mining claims and deferred exploration expenditures    131,731         --   
                                                                   ---------    --------- 
Net Loss for the Year                                               (199,869)    (139,025)
Deficit, Beginning of Year                                          (162,459)     (23,434)
                                                                   ---------    --------- 
DEFICIT, END OF YEAR                                               $(362,328)   $(162,459)
                                                                   =========    ========= 
NET LOSS PER SHARE                                                 $   (0.11)   $   (0.09)
                                                                   =========    ========= 

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                   

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                                                                               5

 Findore Gold Resources Ltd.
 Statement of Changes in Cash Flow
 For the Years Ended November 30, 1999

                                                        [Enlarge/Download Table]


                                                                                   1999       1998   
                                                                              ----------   --------- 
                                                                                                     
Cash provided by (Used in):                                                                          
     Operating Activities                                                                            
     Net loss for the year                                                     $(199,869)  $(139,025)
     Add: item not affecting cash:                                                                   
         Amortization                                                              2,800       2,800 
         - Write down of mining claims and deferred exploration expenditures     131,731        --   
                                                                               ---------   --------- 
                                                                                 (65,338)   (136,226)
     Changes in non cash operating working capital balances (Note 6)              (5,575)      7,004 
                                                                               ---------   --------- 
     (Used in) Operating Activities                                             -(70,913)   (129,222)
                                                                               ---------   --------- 

     Financing Activities                                                                            
     Issuance of common shares                                                    59,783     140,768 
     Loans and advances from related parties                                       8,574      38,043 
                                                                               ---------   --------- 
     Provided by Financing Activities                                             68,357     178,811 
                                                                               ---------   --------- 

     Investing Activities                                                                            
     Organization costs                                                             --       (13,046)
     Additions to mining claims and deferred exploration expenditures               (105)   (132,462)
                                                                               ---------   --------- 
     (Used in) Investing Activities                                                 (105)   (145,508)
                                                                               ---------   --------- 

     Decrease in Cash                                                             (2,661)    (95,519)
     Cash, beginning of year                                                       5,364     101,283 
                                                                               ---------   --------- 
     CASH, END OF YEAR                                                         $   2,703   $   5,364 
                                                                               =========   ========= 

See accompanying notes to financial statements                                  
Refer to Auditor's Report appearing on Page 2                                 

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------------------------------------------------------------------------------- 

 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1999

1.   Nature of Business and Going Concern Considerations                        

     Findore Gold Resources Ltd. (herein the "Company") was incorporated on June
19, 1997 under the Ontario Business Corporations, as a wholly owned   
subsidiary of Cantex Energy Inc., whose shares were subsequently      
     transferred to the shareholders of Cantex by way of a taxable dividend. The
Company is listed for trading on the Canadian Dealing Network ("CDN").

The Company is in the process of exploring and developing its mineral 
    exploration properties and has not yet determined whether these properties
contain ore reserves that are economically recoverable. The Company's 
 future operations are dependent upon its ability to generate sufficient
     cash from new equity, operations and other means to pay its liabilities and
develop its existing exploration properties.                          

2.   Summary of Significant Accounting Policies                                 
(a) Mineral exploration properties                                    
 While the Company's interest in properties are in the exploration stage
acquisition and exploration costs are deferred in the accounts. When a
    property reaches commercial production the related costs will be amortized
over the estimated productive life of the property based on estimated 
proven reserves. Acquisition, development and exploration costs on    
    abandoned properties are written off in the year of abandonment. Gains and
losses on dispositions of properties are recognized when realized.    

(b) Administrative expense                                            
Administrative expenses not related to exploration and development    
    activities are charged to operations. Those administrative expenses, which
    are incurred by the Company on exploration and development activities, are
    allocated to mining and oil and gas expenditures incurred during the year.

(c) Joint ventures                                                    
Certain of the Company's mineral exploration activities are conducted 
    jointly with others. These financial statements reflect only the Company's
proportionate interest in such activities.                            

(d) Organization costs                                                
 Organization costs are recorded at cost. Amortization is being provided
using the straight-line basis over a three year period.               

(e) Loss per share                                                    
   The calculation of net loss per share is based on net loss divided by the
weighted average number of common shares outstanding during the year. 

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1999

3.   Mining claims and deferred exploration expenditures                        

                                                        [Enlarge/Download Table]

                                                                                   1999          1998     
                                                                             -------------  --------------
                                                                                                          
Goldfeast Property -50% interest in 46 claims                                                             
Townships of Godfrey, Carscullen and Bristol, District of Cochrane, Ontario                               
Mining claims                                                                 $        -     $      85,235
Deferred exploration expenditures                                                      -           161,839
                                                                              ------------   -------------
                                                                                       -           246,964
                                                                              ------------   -------------
McCool Township - 3 claims                                                                                
 Larder Lake Mining Division, District of Cochrane, Ontario                                               
Mining claims                                                                          -            20,000
Deferred exploration expenditures                                                      -     -         400
                                                                              ------------   -------------
                                                                                       -            20,400
                                                                              ------------   -------------
Canton & Rale Townships - 13 claims                                                                       
Canton, Chibougamau Mining District, Quebec                                                               
Mining claims                                                                          -            24,000
Deferred exploration expenditures                                                      -             1,018
                                                                              ------------   -------------
                                                                                       -            25,018
                                                                              ------------   -------------
Sheraton Township  - 50% interest in 2 claims                                                             
Porcupine Mining Division, Ontario                                                                        
Mining claims                                                                          -            65,000
Deferred exploration expenditures                                                      -     -      11,213
                                                                              ------------   -------------
                                                                                       -            25,018
                                                                              ------------   -------------
Mining District of Keewatin - 50% interest in 4 claims                                                    
North West Territories                                                                                    
Mining claims                                                                          -            10,000
Deferred exploration expenditures                                                      -                 -
                                                                              ------------   -------------
                                                                                       -            10,000
                                                                              ------------   -------------
                                                                              $        -     $     378,595
                                                                              ============   =============
A summary of mining claims and deferred exploration expenditures:                                         
Mining claims                                                                 $        -     $     204,125
Deferred exploration expenditures                                                      -           174,470
                                                                              ------------   -------------
                                                                              $        -     $     378,505
                                                                              ============   =============

TOWNSHIPS OF GODFREY, CARSCULLEN AND BRISTOL                          
--------------------------------------------                          

The Company has an option to acquire a 50% working interest in the    
     property, known as the "Goldfeast Property" which consists of 46 claims. In
 order to earn its interest the Company paid $40,000 and agreed to issue
200,000 common shares (issued).                                       

MCCOOL TOWNSHIP, ONTARIO                                              
------------------------                                              

  The Company owned a 100% interest in 3 claims located in the Larder Lake
 Mining Division, which it abandoned during the current fiscal year. The
     property was subject to a 2% NSR ("Net Smelter Return Royalty") which could
have been purchased for $1,000,000.                                   

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1999

3.   Mining claims and deferred exploration expenditures (continued):           

CANTON & RALE TOWNSHIPS, ONTARIO                                      
--------------------------------                                      

The Company owned a 100% interest in 13 claims located in the Canton  
    Chibougamau Mining District, Quebec, which it abandoned during the current
fiscal year. The property was subject to a 3% NSR ("Net Smelter Return
Royalty") which could have been purchased for $2,000,000.             

SHERATON TOWNSHIP, ONTARIO                                            
--------------------------                                            

   The Company had an option to acquire a 50% interest in 2 mining claims in
   the Porcupine Mining Division, Ontario. In order to earn its interest the
    Company was required to pay $20,000 which was paid and issue 50,000 common
shares of Cantex Energy Inc. all of which were issued.                

    The Company was also required to make exploration expenditures of $289,000
   prior to December 31, 1999. The Company abandoned the property during the
 current fiscal year, as the exploration expenditures were not made. The
    property was also subject to a 2% NSR ("Net Smelter Return Royalty") which
could have been reduced to 1% for $500,000.                           

MINING DISTRICT OF KEEWATIN, NORTH WEST TERRITORIES                   
---------------------------------------------------                   

    The Company owned a 50.0% interest in unpatented mining claims, which were
abandoned during the year.                                            

4.   Related Party Transactions                                                 

The advances from related parties are interest free and have no fixed 
    repayment terms. A Company controlled by the President was paid $24,000 in
  1999 and $24,000 in 1998 for management services provided and $7,000 and
nil in 1998 for office rent.                                          

5.   Share Capital                                                              

a) Authorized- An unlimited number of Common shares                   
          - an unlimited number of Class A shares, without par value, non-voting
          - an unlimited number of Class B shares, without par value, non-voting
-                                                           
b) Issued-                                                            

                                                                [Download Table]

                                                             #             $       
                                                     -------------   ------------- 
                                                                                   
    i) Class A Shares                                                              
          Balance: November 30, 1997                           100         100,000 
          Issued for mineral exploration properties             72         100,800 
                                                     -------------   ------------- 
                                                               172         200,800 
          Less: converted to common shares                    (172)       (200,800)
                                                     -------------   ------------- 
          Balance: November 30, 1998 and 1999                    -               - 
                                                     -------------   ------------- 
ii) Common Shares                                                                  
    Balance, November 30, 1997                                   1         256,670 
    Issued on conversion of Class A Shares (above)       1,434,072         200,800 
    Issued for property                                     50,000          10,000 
    Issued on exercise of employee stock options           100,000          29,968 
                                                     -------------   ------------- 
    Issued in 1998                                       1,544,072   -     240,768 
                                                     -------------   ------------- 
    Balance, November 30, 1998                           1,544,073   -     497,438 
                                                     -------------   ------------- 

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1999

5.   Share Capital (continued)                                                  

b) Issued-                                                            

                                                                [Download Table]

                                                          #            $      
                                                  -------------  -------------
                                                                              
i) Common shares                                                              
    Balance, November 30, 1998                        1,544,073  $     497,438
                                                  -------------  -------------
    Issued in settlement of debt                         54,615         10,923
    Issued on exercise of employee stock options        284,300         48,860
                                                  -------------  -------------
    Issued in 1999                                      338,915  -      59,783
                                                  -------------  -------------
    Balance:  November 30, 1999                       1,882,988  $     557,221
                                                  =============  =============

Officers, directors and employee stock option plan                    

   Under a management and key employee incentive option plan the Company has
    granted to certain officers, directors and key employees, stock options to
purchase up to 10% of the issued and outstanding common shares of the 
Company at any given time.                                            

    As at November 30, 1999, options were outstanding to purchase up to 25,000
at $0.20 per share until October 14, 2004.                            

6.   Changes in Non-Cash Operating Working Capital Balances                     

                                                                [Download Table]

                                                  1998            1997 
                                          -------------  ------------- 
                                                                       
Cash provided by (used for):                                           
Accounts receivable                       $       (964)  $      (8,832)
Prepaid expenses and deposits                    9,036               - 
Accounts payable and accrued liabilities       (13,647)         15,836 
                                          -------------  ------------- 
                                          $     (5,575)  $       7,004 
                                          =============  ============= 

7.   Income taxes                                                               

     The Company has non-capital losses for income tax purposes of $ 224,399 the
benefit of which has not been reflected in these financial statements.
     Unless sufficient taxable income is earned, these losses will expire in the
following years:                                                      

                                                                [Download Table]

                                                                                
2004                                                                      23,460
2005                                                                     132,801
2006                                                                      68,138
                                                                    ------------
                                                                    $    224,399
                                                                    ============

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                                                                         PAGE A7

AUDITED ANNUAL FINANCIAL STATEMENT

NOVEMBER 30, 1998 

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 FINDORE GOLD RESOURCES LTD.
FINANCIAL STATEMENTS
 NOVEMBER 30, 1998

                                                                [Download Table]

                                             PAGE
                                             ----
                                                 
AUDITOR'S REPORT TO THE SHAREHOLDERS            2
BALANCE SHEET                                   3
STATEMENT OF LOSS AND DEFICIT                   4
STATEMENT OF CHANGES IN FINANCIAL POSITION      5
NOTES TO FINANCIAL STATEMENTS               6 - 9

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WM. ANDREW CAMPBELL C.A.                                    TEL.: (416) 366-2856
SUITE 420, 111 RICHMOND ST. WEST                             FAX: (416) 366-8179
TORONTO, ONTARIO                                                                
M5H 2G4                                                                         

AUDITOR'S REPORT TO THE SHAREHOLDERS

I have audited the balance sheets of Findore Gold Resources Ltd. as at November 
30, 1998 and 1997 and the statements of loss and deficit and changes in         
financial position for the year ended November 30, 1998 and for the period from 
the date of incorporation, June 19, 1997 to November 30, 1997.These financial   
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.       

I conducted an audit in accordance with generally accepted auditing standards in
Canada. Those standards require that I plan and perform an audit to obtain      
reasonable assurance whether the financial statements are free from material    
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 

In my opinion, these consolidated financial statements present fairly, in all   
material respects, the financial position of the Company as at November 30, 1998
and 1997 and the results of its operations and the changes in its financial     
position for the year ended November 30, 1998 and for the period from the date  
of incorporation, June 19, 1997 to November 30, 1997 in accordance with         
generally accepted accounting principles in Canada.                             

Signed: "Wm. Andrew Campbell C.A."                                              

Chartered Accountant                                                            
Toronto, Ontario                                                                
February 19, 1999                                                               

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------------------------------------------------------------------------------ 3

 FINDORE GOLD RESOURCES LTD.
 BALANCE SHEET
AS AT NOVEMBER 30, 1998 AND 1997

                                                        [Enlarge/Download Table]

                                                 ASSETS                                  
                                                 ------                                  
                                                                 1998             1997   
                                                              ------------   ----------- 
                                                                                         
CURRENT                                                                                  
Cash and term deposits                                        $      5,364   $   101,283 
Prepaid expenses and deposits                                        9,036           204 
                                                              ------------   ----------- 
                                                                    14,400       101,487 
                                                              ------------   ----------- 
OTHER                                                                                    
MINING CLAIMS AND DEFERRED EXPLORATION EXPENDITURES (Note 4)       378,595       246,133 
ORGANIZATION COSTS                                                  10,747           500 
                                                              ------------   ----------- 
                                                                   389,342       246,833 
                                                              ------------   ----------- 
                                                              $    403,742   $   348,120 
                                                              ============   =========== 
                                              LIABILITIES                                
                                              -----------                                
CURRENT                                                                                  
Accounts payable and accrued liabilities                      $     30,720   $    14,984 
Loans and advances from related parties (Note 5)                    38,043             - 
                                                              ------------   ----------- 
     Total Liabilities                                              68,763        14,884 
                                                              ------------   ----------- 
                                         SHAREHOLDERS EQUITY                             
                                         -------------------                             
SHARE CAPITAL   (Note 6)                                           497,438       356,670 
DEFICIT (Page 4)                                                  (162,459)      (23,434)
                                                              -------------  ------------
                                                                   334,979       333,236 
                                                              -------------  ------------
                                                              $    403,742   $   348,120 
                                                              ============    ========== 

APPROVED ON BEHALF OF THE BOARD:                                                

SIGNED:        "DREW CURRAH"                ::DIRECTOR                      
--------------------------------------------------------                        

SIGNED:        "COLIN HALANEN"              ::DIRECTOR                      
--------------------------------------------------------                        

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

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 FINDORE GOLD RESOURCES LTD.
 STATEMENT OF LOSS AND DEFICIT
 FOR THE YEARS ENDED NOVEMBER 30, 1998 AND FOR THE
PERIOD FROM THE DATE OF INCORPORATION, JUNE 19, 1997
TO NOVEMBER 30, 1997

                                                                [Download Table]

                                                     1998        1997    
                                              ------------   ----------- 
                                                                         
REVENUE                                                                  
Interest and other income                              565             - 
                                              ------------   ----------- 
                                                       565             - 
                                              ------------   ----------- 
OFFICE, GENERAL AND ADMINISTRATIVE                                       
Management fees, salaries and benefits              37,119        11,000 
Office, general and administration                  32,495         8,434 
Travel, entertainment and investor relations        26,817             - 
Consulting fees                                     10,969             - 
Legal and audit                                     27,771         4,000 
Amortization                                         2,800             - 
Miscellaneous                                        1,619             - 
                                              ------------   ----------- 
                                                   139,590        23,434 
                                              ------------   ----------- 
NET LOSS FOR THE PERIOD                           (139,025)      (23,434)
Deficit, Beginning of period                       (23,434)            - 
                                              -------------  ----------- 
DEFICIT, END OF PERIOD                        $   (162,459)  $   (23,434)
                                              ============   =========== 
NET LOSS PER SHARE                            $    (0.09)    $   (23.434)
                                              ============   =========== 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

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 FINDORE GOLD RESOURCES LTD.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED NOVEMBER 30, 1998 AND FOR THE PERIOD
FROM THE DATE OF INCORPORATION JUNE 19, 1997 TO NOVEMBER 30,1997

                                                        [Enlarge/Download Table]

                                                                           1998           1997    
                                                                       ------------   ----------- 
                                                                                                  
CASH PROVIDED BY (USED IN):                                                                       
     OPERATING ACTIVITIES                                                                         
     Net loss for the year                                             $   (139,026)  $   (23,434)
     Add: item not affecting cash:                                                                
         - Amortization                                                       2,800             - 
                                                                       ------------   ----------- 
                                                                           (136,226)      (23,434)
     Changes in non cash operating working capital balances (Note 7)          7,004        14,680 
                                                                       ------------   ----------- 
     (USED IN) OPERATING ACTIVITIES                                        (129,222)       (8,754)
                                                                       -------------  ------------
     FINANCING ACTIVITIES                                                                         
     Issuance of common shares                                              140,768       356,670 
     Loans and advances from related parties                                 38,043             - 
                                                                       ------------   ----------- 
     PROVIDED BY FINANCING ACTIVITIES                                       178,811       356,670 
                                                                       ------------   ----------- 
     INVESTING ACTIVITIES                                                                         
     Additions to mining claims and deferred exploration expenditures      (132,462)     (246,133)
     Organization costs                                                     (13,046)         (500)
                                                                       -------------  ------------
     (USED IN) INVESTING ACTIVITIES                                        (145,508)     (246,633)
                                                                       -------------  ------------
     INCREASE IN CASH                                                       (95,519)      101,283 
     Cash, beginning of year                                                101,283             - 
                                                                       ------------   ----------- 
     CASH, END OF YEAR                                                 $      5,364   $   101,283 
                                                                       ============   =========== 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1998

1.   NATURE OF BUSINESS                                                         

Findore Gold Resources Ltd. (herein the "Company") was incorporated on June 19, 
1997 under the laws of the Province of Ontario as a wholly owned subsidiary of  
Cantex Energy Inc. (herein "Cantex") a public company listed for trading on the 
Canadian Dealing Network.                                                       

On November 28, 1997 Cantex transferred certain mineral resource properties to  
the Company in consideration for the issuance of one common share with a stated 
value of $256,670, which approximated the fair market value of the net assets   
transferred. In addition, Cantex subscribed for 1 Class A share in consideration
of $100,000.                                                                    

On December 31, 1997, Cantex subscribed for an additional 72 Class A share in   
consideration of $100,800, the proceeds of which have been spent on Canadian    
Exploration Expenditures. These shares are qualified as flow through mining     
shares as defined in the Income Tax Act, Canada.                                

In addition the Company agreed to issue such additional common shares to Cantex 
as may be required in order that the Company have one common share outstanding  
for every four shares of Cantex as of when the Company receives receipt from the
Ontario Securities Commission for a non-offering memorandum.                    

The Company is currently in the exploratory stage of development of its mining  
interests and has not yet determined whether these properties contain ore       
reserves that are economically recoverable. Future operations of the Company are
dependent upon its ability to raise financing and attain profitable operations. 

2.       ACCOUNTING FOR ACQUISITION OF ASSETS                                   

Since the Company acquired all its assets from Cantex in exchange for the       
issuance of 1 common share (valued at a purchase price of $256,670) and there   
has not been a change in ownership, the net assets acquired are being recorded  
at their original cost, which approximates fair market value. The purchase price
of $256,670 has been allocated to the assets acquired and liabilities assumed as
follows:                                                                        

                                                                [Download Table]

                                                                   
Current assets                                        $     11,179 
Mining interests                                           246,133 
                                                      ------------ 
                                                           257,312 
Less: liabilities assumed                                     (642)
                                                      ------------ 

Consideration paid                                    $    256,670 
                                                       =========== 

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

(a) Administrative expense                                            

Administrative expenses not related to exploration and development    
    activities are charged to operations. Those administrative expenses, which
    are incurred by the Company on exploration and development activities, are
    allocated to mining and oil and gas expenditures incurred during the year.

(b) Joint ventures                                                    
   Certain of the Company's oil and gas exploration activities are conducted
    jointly with others. These financial statements reflect only the Company's
proportionate interest in such activities                             

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1998

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):                    

(c) Mining claims and deferred exploration expenditures               

   While the Company's interests in properties are in the exploration stage,
acquisition and exploration costs are deferred in the accounts. When a
     property reaches commercial production the related costs are amortized over
 the estimated productive life of the property based on estimated proven
reserves. Acquisition, development and exploration expenditures on    
abandoned properties are written off in the year of abandonment.      
     Gains and losses on disposition of properties are recognized when realized.

(d) Organization costs                                                

   Organization costs are recorded at cost and are being amortized using the
straight-line basis over three years.                                 

(e) Loss per share                                                    

  Loss per share is calculated using the weighted average number of common
shares outstanding during the year.                                   

4.   MINING CLAIMS AND DEFERRED EXPLORATION EXPENDITURES                        

                                                        [Enlarge/Download Table]

                                                                           1998         1997
                                                                   ------------  -----------
                                                                                            
Goldfeast property - 46 claims                                                              
Mining claims                                                      $     85,125  $    80,750
Deferred exploration expenditures                                       161,839       68,315
                                                                   ------------  -----------
                                                                        246,964      149,065
                                                                   ------------  -----------
McCool Township - 3 claims                                                                  
Mining claims                                                            20,000       20,000
Deferred exploration expenditures                                           400          400
                                                                   ------------  -----------
                                                                         20,400       20,400
                                                                   ------------  -----------
Zenith Property - 13 claims                                                                 
Mining claims                                                            24,000       24,000
Deferred exploration expenditures                                         1,018        1,018
                                                                   ------------  -----------
                                                                         25,018       25,018
                                                                   ------------  -----------
Sheraton Township - 3 claims                                                                
Mining claims                                                            65,000       47,250
Deferred exploration expenditures                                        11,213        4,400
                                                                   ------------  -----------
                                                                         76,213       51,650
                                                                   ------------  -----------
Mining District of Keewatin, Northwest Territories  - 4 claims                              
Mining claims                                                            10,000            -
Deferred exploration expenditures                                             -            -
                                                                   ------------  -----------
                                                                         10,000            -
                                                                   ------------  -----------
                                                                   $    378,595  $   246,133
                                                                    ===========  ===========
A summary of mining claims and deferred exploration expenditures:                           
Mining claims                                                      $    204,125  $   172,000
Deferred exploration expenditures                                       174,470       74,133
                                                                   ------------  -----------
                                                                   $    378,595  $   246,133
                                                                    ===========  ===========

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1998

5.   MINING CLAIMS AND DEFERRED EXPLORATION EXPENDITURES (continued):           

GOLDFEAST PROPERTY - 46 CLAIMS                                
------------------------------                                

  The Company has an option to acquire 50% working interest in the
         Goldfeast Property which consists of 14 unpatented mining claims blocks
  totaling 46 claims in Godfrey, Carscullen and Bristol Townships,
  District of Cochrane, Ontario. In order to earn its interest the
   Company paid $40,000 and agreed to issue 100,000 common shares in
   accordance with O.S.C. Policy 5.2, all of which have been issued.

MCCOOL TOWNSHIP - 3 CLAIMS                                    
--------------------------                                    

   The Company owns a 100% interest in 3 unpatented mining claims in
     McCool Township, Larder Lake Mining Division, District of Cochrane,
   Ontario. The property is subject to a 2% NSR ("net smelter return
Royalty") which can be purchased for $1,000,000.              

ZENITH PROPERTY - 13 CLAIMS                                   
---------------------------                                   

    The Company owns a 100$ interest in 13 unpatented mining claims in
       Canton and Rale Township, Canton Chibougamau Mining District, Quebec.
The property is subject to a 3% NSR which can be purchased for
$2,000,000.                                                   

SHERATON TOWNSHIP - 2 CLAIMS                                  
----------------------------                                  

      Cantex acquired an option to earn a 50% working interest in 2 mining
 claims in Sheraton Township, Porcupine Mining Division, Ontario
   pursuant to an option and joint venture agreement with Goldhunter
        Explorations Inc. Cantex has assigned this interest to the Company. In
         order to earn its interest the Company paid $20,000 and agreed to issue
      50,000 common shares of Cantex all of, which have been issued except
     for 12,500 common shares which, are to be issued on April 21, 1999.

         In addition the Company must make exploration expenditures of $289,000;
         $70,000 of which should be spent prior to June 30, 1998 and the balance
         of $210,000 prior to December 31, 1999. The property is subject to a 2%
NSR which can be reduced to 1% for $500,000.                  

MINING DISTRICT OF KEEWATIN - 4 CLAIMS                        
--------------------------------------                        

        The Company owns a 50% working interest in unpatented mining claims in
      the Mining District of Keewatin, North West Territories. In order to
       earn its interest the Company paid $10,000 and agreed to issue 50,000
common shares in accordance with OSC Policy 5.2.              

6.   RELATED PARTY TRANSACTIONS                                                 

   The loans and advances from related parties are interest free and have no
   fixed repayment terms. During the year the president was paid a salary of
  $24,000 and $11,000 for the eleven-month period ended November 30, 1997.

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 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 NOVEMBER 30, 1998

7.   SHARE CAPITAL                                                              

  A) AUTHORIZED: An unlimited number of Class A shares, without par value,
non-voting and participating                                          
  An unlimited number of Class B shares, without par value, non-voting and
participating                                                         
An unlimited number of Common shares                                  

B)  ISSUED:                                                           

                                                                [Download Table]

                                                         #             $     
                                                  ------------   ----------- 
                                                                             
CLASS A SHARES                                                               
Issued for cash                                            100       100,000 
                                                  ------------   ----------- 
CLASS A SHARES - NOVEMBER 30, 1997                         100       100,000 
Issued under flow through financing arrangements            72       100,800 
                                                  ------------   ----------- 
                                                           172       200,800 
Less: cost of issuance                                     (72)     (200,800)
                                                  ------------   ----------- 
CLASS A SHARES - NOVEMBER 30, 1998                           -    $        - 
                                                  ============   =========== 
Common Shares                                                                
Issued for net assets acquired (see note 2)                  1       256,670 
                                                  ------------   ----------- 
COMMON SHARES - NOVEMBER 30, 1997                            1       256,670 
Issued on conversion of Class A shares               1,434,072       200,800 
Issued for property                                     50,000        10,000 
Issued on exercise of employee options                 100,000        29,968 
                                                  ------------   ----------- 
COMMON SHARES - NOVEMBER 30, 1998                    1,584,073    $  497,438 
                                                  ============   =========== 
SHARE CAPITAL  - NOVEMBER 30, 1997                                $  356,670 
                                                                 =========== 
SHARE CAPITAL - NOVEMBER 30, 1998                                 $  497,438 
                                                                 =========== 

Employee stock options                                        
     As at November 30, 1998 employee stock options were outstanding for
        directors, officers and key employees to purchase up to 143,300 common
       shares as follows: 43,300 at $0.20 per share until September 22, 2003
and 100,000 at $0.20 per share until October 7, 2003          

9.   CHANGES IN NON-CASH OPERATING WORKING CAPITAL BALANCES                     

                                                                [Download Table]

                                                  1998            1997 
                                          --------------    ---------- 
                                                                       
Cash provided by (used for):                                           
Accounts receivable                       $       (8,832)  $      (204)
Accounts payable and accrued liabilities          15,836        14,884 
                                          --------------    ---------- 
                                          $        7,004    $   14,680 
                                          ==============    ========== 

10.  INCOME TAXES                                                               

The Company has non-capital losses for income tax purposes of $156,261 the      
benefit of which has not been reflected in these financial statements. Unless   
sufficient taxable income is earned, these losses will expire in the following  
years:                                                                          

                                                                [Download Table]

                                         
2004                      $        23,460
2005                              132,801
                          ---------------
                          $       156,261
                          ===============

--------------------------------------------------------------------------------

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                                                                        PAGE A 8

 1ST AUDITED FINANCIAL STATEMENT
 FEBRUARY 28, 1998 QUARTERLY AND
NOVEMBER 30, 1997 YEAR-END

10SB12G 54th Page of 76 TOC 1st Previous Next ↓Bottom Just 54th
 FINDORE GOLD RESOURCES LTD.
FINANCIAL STATEMENTS
 FEBRUARY 28, 1998
 AND
 NOVEMBER 30, 1997

                                                                [Download Table]

                                            PAGE 
                                            ---- 
                                                 
AUDITOR'S REPORT TO THE DIRECTORS               1

BALANCE SHEET                                   2

STATEMENT OF LOSS AND DEFICIT                   3

STATEMENT OF CHANGES IN FINANCIAL POSITION      4

NOTES TO FINANCIAL STATEMENTS                5-10

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                                                                              1.
--------------------------------------------------------------------------------

WM. ANDREW CAMPBELL                                          TEL: (416) 366-2856
SUITE 420, 111 RICHMOND ST. WEST                             FAX: (416) 366-8179
TORONTO, ONTARIO                                                                
M5H 2G4                                                                         

--------------------------------------------------------------------------------

 AUDITOR'S REPORT TO THE DIRECTORS

I have audited the balance sheets of Findore Gold Resources Ltd. As at November 
30, 1997 and the statements of loss and deficit and changes in financial        
position for the period from the date of incorporation, June 19, 1997 to        
November 30, 1997. These financial statements are the responsibility of the     
Company's management. My responsibility is to express an opinion on these       
financial statements based on my audit.                                         

I have not audited the balance sheet of Findore Gold Resources Ltd. as at       
February 28, 1998 and the statements of loss and deficit and changes in         
financial position for the three month period ended February 28, 1998.          
Therefore, I will not express an opinion for the three month period ended       
February 28, 1998.                                                              

I conducted an audit in accordance with generally accepted auditing standards in
Canada. Those standards require that I plan and perform an audit to obtain      
reasonable assurance whether the financial statements are free from material    
misstatement. An audit includes examining, on a text basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as the overall financial statement presentation.            

In my opinion, these financial statements present fairly, in all material       
respects, the financial position of the Company as at November 30, 1997 and the 
results of its operations and the changes in its financial position for the     
period then ended in accordance with generally accepted accounting principles.  

Chartered Accountant                                                            
Toronto, Ontario                                                                
March 24, 1998                                                                  
*except for note 7 and 9 which is*                                              

--------------------------------------------------------------------------------

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                                                                              2.
--------------------------------------------------------------------------------

 FINDORE GOLD RESOURCES LTD.
 BALANCE SHEET
 AS AT FEBRUARY 28, 1998 AND NOVEMBER 30, 1997

                                                                [Download Table]

                                     ASSETS                        
                                     ------                        

                                                 1998*      1997   
                                               --------   -------- 
                                                                   
CURRENT                                                            
Cash                                           $124,078   $101,283 
Accounts Receivable                               4,608        204 
                                               --------   -------- 
                                                128,686    101,487 
                                               --------   -------- 

OTHER                                               500       500  
Organization costs                              331,711    246,133 
                                               --------   -------- 
Mining interests (Note 4)                       332,211    246,633 
                                               --------   -------- 
                                               $460,897   $348,120 
                                               ========   ======== 

                                   LIABILITIES                     
                                   -----------                     
CURRENT                                                            
Accounts payable and accrued liabilities        $39,399    $14,884 
Advances from Cantex Energy Inc. (Note 5)        12,679          - 
                                               --------   -------- 
Total Liabilities                                52,078     14,884 
                                               --------   -------- 

                               SHAREOLDERS EQUITY                  
                               ------------------                  

SHARE CAPITAL (Note 1, 2 & 7)                   457,470    356,670 
DEFICIT (Page 3)                                (48,651)   (23,434)
                                               --------   -------- 
                                                408,819    333,236 
                                               --------   -------- 
                                               $460,897   $348,120 
                                               ========   ======== 

APPROVED ON BEHALF OF THE BOARD:                                                

"SIGNED"                                                          
--------------------------  Director                                            
Drew Currah                                                       

"SIGNED"                                                          
--------------------------  Director                                            
Colin Halanen                                                         

*Unaudited                                                                      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

--------------------------------------------------------------------------------

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                                                                              3.
--------------------------------------------------------------------------------

 FINDORE GOLD RESOURCES LTD.
 STATEMENT OF LOSS AND DEFICIT
FOR THE PERIOD FROM THE DATE OF INCORPORATION, JUNE 19, 1997 TO 
NOVEMBER 30, 1997 AND THE THREE MONTH PERIOD ENDED FEBRUARY 28, 1998

                                                                [Download Table]

                                    1998*    1997  
                                   -------  -------
                                                   
OPERATING EXPENSES                                 
Salaries and benefits               $9,586  $11,000
Legal and audit                      6,522    4,000
Office general and administration    6,109    8,434
Consulting fees                      3,000        -
                                   -------  -------
Net loss for the period             25,217   23,434
Deficit, beginning of period        23,434        -
                                   -------  -------
DEFICIT, END OF PERIOD             $48,651  $23,434
                                   =======  =======
NET LOSS PER SHARE                 $25,217  $23,434
                                   =======  =======

*Unaudited, three months ended February 28, 1998                                

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

--------------------------------------------------------------------------------

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                                                                              4.
--------------------------------------------------------------------------------

 FINDORE GOLD RESOURCES LTD.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE PERIOD FROM THE DATE OF INCORPORATION, JUNE 19, 1997 TO 
NOVEMBER 30, 1997 AND THE THREE MONTH PERIOD ENDED FEBRUARY 28, 1998

                                                                [Download Table]

                                                               1998*       1997  
                                                             --------   -------- 
                                                                                 
CASH PROVIDED BY (USED IN):                                                      
     OPERATING ACTIVITIES                                                        
     Net loss for period                                     $(25,217)  $(23,434)
     Changes in non-cash operating working capital (Note 8)    20,111     14,680 
                                                             --------   -------- 
     USED IN OPERATING ACTIVITIES                              (5,106)    (8,754)
                                                             --------   -------- 
     FINANCING ACTIVITIES                                                        
     Advances from Cantex Energy Inc.                          12,679          - 
     Issuance of common shares                                      -    356,670 
     Issuance of Class A shares                               100,800          - 
                                                             --------   -------- 
     PROVIDED BY FINANCING ACTIVITIES                         113,479    356,670 
                                                             --------   -------- 
     INVESTING ACTIVITIES                                                        
     Organization costs                                             -       (500)
     Additions to mining interests                            (85,578)  (246,133)
                                                             --------   -------- 
     (USED IN) INVESTING ACTIVITIES                           (85,578)  (246,633)
                                                             --------   -------- 
     INCREASE IN CASH                                          22,795    101,283 
     Cash, beginning of period                                101,283          - 
                                                             --------   -------- 
     CASH, END OF PERIOD                                     $124,078   $101,283 
                                                             ========   ======== 

*Unaudited, three months ended February 28, 1998                                

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                  

--------------------------------------------------------------------------------

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                                                                              5.
--------------------------------------------------------------------------------

FINDORE GOLD RESOURCES
 NOTES TO FINANCIAL STATEMENTS
 AS AT FEBRUARY 28, 1998 AND NOVEMBER 30, 1997

1.   NATURE OF BUSINESS                                                         

     Findore Gold Resources Ltd. (herein "FGRL") is a wholly owned subsidiary of
     Cantex Energy Inc. ("Cantex") (formerly Findore Minerals Inc.), a reporting
   issuer in the Province of Ontario trading on the Canadian Dealer Network.
     FGRL was incorporated under the laws of the Province of Ontario on June 19,
1996.                                                                 

On November 28, 1997, Cantex transferred certain mineral resource     
  properties to its wholly owned subsidiary, FGRL in consideration for the
issuance of 1 common share with a stated value of $256,670, which     
approximates fair market value of the assets transferred. In addition,
Cantex subscribed for 1 Class A share in consideration for $100,000.  

On December 31,1997, Cantex and additional 72 Class A shares in       
   consideration for $108,800 the proceeds which have been spent on Canadian
Exploration Expenditures. (see also note 9(a))                        

    The company has agreed to issue such additional common shares to Cantex as
  may be required in order that the company have one share outstanding for
every four shares outstanding of Cantex as of Cantex as of when FGRL  
    receives receipt from the Ontario Securities Commission for a Non Offering
Prospectus.                                                           

  The company is currently in the exploratory stages of development of its
     mining interests. The company has not yet determined whether these resource
properties contain ore reserves that are economically recoverable. The
    company's future operations are dependent upon its ability to raise equity
     and debt financing to pay its liabilities and develop its mining interests.

2.   ACCOUNTING FOR ACQUISITION OF ASSETS                                       

   Since the company acquired all its assets from Cantex in exchange for the
 issuance of 1 common share (valued at a purchase price of $256,670) and
     there has not been a change in ownership, the net assets acquired are being
   recorded at their original cost which approximates fair market value. The
  purchase price of $256,670 has been allocated to the assets acquired and
liabilities assumed as follows:                                       

                                                                [Download Table]

                                                              
Current assets                                       $ 11,179 
Mining interests                                      246,133 
                                                     -------- 
                                                      257,313 
Less liabilities                                         (642)
                                                     -------- 
                                                     $256,670 
                                                     ======== 

--------------------------------------------------------------------------------

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                                                                              6.
--------------------------------------------------------------------------------

 FINDORE GOLD RESOURCES LTD.
 NOTES TO FINANCIAL STATEMENTS
 AS AT FEBRUARY 28, 1998 AND NOVEMBER 30, 1997

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

(a) Organization costs                                                

Organization costs are recorded at cost. Amortization will be provided
using the straight-line basis over a period of three years.           

(b) Mining Interests and Deferred and Exploration Expenditures        

   While the Company's interests in properties are in the exploration stage,
  acquisition and exploration costs, less royalty payments are deferred in
   accounts. When a proerty reaches commercial production, the related costs
    will be amortized over the estimated production life of the property based
on estimated proven recoverable reserves. Mining properties costs on  
    abandoned properties are written off in the year of abandonment. Gains and
losses on dispositions of properties are recognized when realized.    

(c) Joint Ventures                                                    

    Certain of the Company's exploration activities are conducted jointly with
     others. These financial statements reflect only the Company's proportionate
interest in such activities.                                          

(d) Administrative Expenses                                           

   Administrative expenses not related to exploration activities are charged
to operations. Those administrative expenses which are incurred by the
     company o exploration activities are allocated to the mineral properties on
the basis of deferred expenses incurred in the year.                  

(e) Financial Instruments                                             

 Financial instruments are initially recorded at cost. The fair value of
   cash, accounts receivable and accounts payable approximate their recorded
  amounts because of the short period between receipt and payment of cash.

(f) Net Loss Per Share                                                

The calculation of net loss per share is based on loss divided by the 
   weighted average number of common shares that were outstanding during the
period.                                                               

--------------------------------------------------------------------------------

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ATTACHMENT B

EXHIBITS

                                                                [Download Table]

INDEX TO EXHIBITS                                                           PAGE
                                                                            ----
                                                                                
                    ARTICLES OF INCORPORATION                               B  1

                    ARTICLES OF AMENDMENT                                   B  2

                    FORM FX                                                 B  3

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                                                                        PAGE B 1

 ARTICLES OF INCORPORATION

 ORIGINAL FORMATION OF THE COMPANY

10SB12G 63rd Page of 76 TOC 1st Previous Next ↓Bottom Just 63rd
For Ministry Use Only                Ontario Corporation Number             Page
A l'usage exclusif du ministere    Numero de la societe en Ontario              
                     1243157

[ONTARIO LOGO] MINISTRY OF              MINISTERE DE                            
CONSUMER AND             LA CONSOMMATION          
COMMERCIAL RELATIONS     ET DU COMMERCE           
C E R T I F I C A T E    C E R T I F I C A T      
     This is to certify that  Ceci certifie que les presents
   these articles are       status entrent en vigueur le
effective on                                      
JUNE 19                JUIN, 1997             
     .......................................................

[illegible signature] 
Director/Directeur  
   Business Corporations Act/Loi de sur les compagnies

--------------------------------------------------------------------------------
Form 1                                                                    
Business                                                                    
Corporations                                                                    
Act                                                                     

Formule 1                                                                   
Loi                                                                     
sur les                                                                   
societes par                                                                    
actions                                                                   
 ARTICLES OF INCORPORATION
STATUTS CONSTITUTIFS

1. The name of the corporation is:           Denomination sociale de la societe:

   -----------------------------------------------------------------------------
F I N D O R E   G O L D   R E S O U R C E S    L T D .                    
   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

2. The address of the registered office is:   Adresse du siege social:          

56 Temperance Street, 6th Floor, ste. 602                                 
--------------------------------------------------------------------------------
(Street & Number or R.R. Number & if Multi-Office Building give Room No.) 
(Rue et numero ou numero de la R.R. et, s'il s'agit d'un edifice a bureaux, 
numero du bureau) 

                                                                     -----------
   Toronto, Ontario                                                  M 5 H 3 V 5
--------------------------------------------------------------------------------
                     (Name of Municipality or Post Office)         (Postal Code)
                 (Nom de la municipalite ou du bureau de poste)    (Code postal)

3. Number (or minimum and maximum number)       Nombre (ou nombres minimal et   
of Directors is:                             maximal)                     

MINIMUM OF ONE (1)     MAXIMUM OF SEVEN (7)                               

                                                        [Enlarge/Download Table]

                                                                                                        
4. The first director(s) is/are:    Premier(s) Administrateur(s):                                       
                                                                                               Resident 
                                    Residence address, giving Street & No. or R.R. No.,        Canadian 
First name, initials and surname    municipality and postal code                                 State  
Prenom, initiales et nom de         Adresse personnelle, y compris la rue et                   Yes or No
famille                             le numero, le numero de la R.R., le nom de                 Resident 
                                    la municipalite et le code postal                          Canadian 
                                                                                               Oui/Non  
--------------------------------------------------------------------------------------------------------
ANDREW CURRAH                       3048 SENECA DRIVE                                            YES    
                                    OAKVILLE, ONTARIO L6L 1A9                                           

[COMPREHENSIVE LEGAL SERVICES LTD. LOGO]                                        

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                                                                          Page 2

                                                        [Enlarge/Download Table]

                                                                                                             

5. Restrictions, if any, on business the corporation   Limites, s'il y a lieu, imposees aux activites        
   may carry on or on powers the corporation may       commerciales ou aux pouvoirs de la societe:           
   exercise:                                                                                                 

   No restrictions on objects.                                                                               

6. The classes and any maximum number of shares that   Categories et nombre maximal, s'il y a lieu, d'actions
   the corporation is authorized to issue:             que la societe est autorisee a emettre:               

         Unlimited number of common shares and preference shares.                                            

[COMPREHENSIVE LEGAL SERVICES LTD. LOGO]                                        

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                                                                          Page 3

                                                        [Enlarge/Download Table]

                                                                                                                 

7. Rights, privileges, restrictions and conditions   Droits,privileges,restrictions et conditions, s'il y a      
   (if any) attaching to each class of shares and    lieu, rattaches a chaque categorie d'actions et pouvoirs des
   directors authority with respect to any class of  administrateurs relatifs a chaque categorie d'actions qui   
   shares which may be issued in series:             peut etre emise en serie:                                   

      Not applicable.                                                                                            

[COMPREHENSIVE LEGAL SERVICES LTD. LOGO]                                        

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                                                                          Page 4

                                                        [Enlarge/Download Table]

                                                                                                                 

8. The issue, transfer or ownership of shares is/is  L'emission, le transfert ou la propriete d'actions est/n'est
   not restricted and the restrictions (if any)      pas restreint. Les restrictions, s'il y a lieu, sont les    
   are as follows:                                   suivantes:                                                  

Not applicable.                                                                                                  

[COMPREHENSIVE LEGAL SERVICES LTD. LOGO]                                        

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                                                                          Page 5

                                                        [Enlarge/Download Table]

                                                                                       

9. Other provisions, if any, are:                   Autres dispositions, s'il y a lieu:

   At any time or times, the corporation may purchase the whole or any                 
   part of its outstanding common shares and such shares shall be                      
   cancelled upon such purchase.                                                       

[COMPREHENSIVE LEGAL SERVICES LTD. LOGO]                                        

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                                                                          Page 6

                                                        [Enlarge/Download Table]

                                                                                                                       
   10. The names and addresses of the incorporators are:  Nom et adresse des fondateurs:                               

                                                          Full residence address or address of registered office       
                                                          or of principal place of business giving street & No. or     
       First name, initials and surname or corporate name R.R. No., municipality and postal code.                      
       Prenom, initiale et nom de famille ou              Adresse personnelle au complet, adresse du siege social ou   
       denomination sociale                               adresse de l'etablissement principal, y compris la rue et    
                                                          le numero ou le numero de la R.R., le nom de la municipalite 
                                                          et le code postal                                            

-----------------------------------------------------------------------------------------------------------------------

        ANDREW CURRAH                                     3048 SENECA DRIVE                                            
                                                          OAKVILLE, ONTARIO                                            
                                                          L6L 1A9                                                      

These articles are signed in duplicate.                    Les presents status sont signes en double exemplaire.       

--------------------------------------------------------------------------------
Signatures of incorporators 
(Signature des fondateurs)

/s/ Andrew Currah                                                       
--------------------------------                                                
ANDREW CURRAH                                                       

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                                                                        PAGE B 2

 ARTICLES OF AMENDMENT

CHANGE OF NAME, ONLY; NO CHANGE IN CAPITAL STRUCTURE

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For Ministry Use Only                Ontario Corporation Number               1.
A L'USAGE EXCLUSIF DU MINISTERE    NUMERO DE LA SOCIETE EN ONTARIO              
                     1243157

[ONTARIO LOGO] MINISTRY OF              MINISTERE DE                            
CONSUMER AND             LA CONSOMMATION          
COMMERCIAL RELATIONS     ET DU COMMERCE           
C E R T I F I C A T E    C E R T I F I C A T      
     This is to certify that  Ceci certifie que les presents
   these articles are       status entrent en vigueur le
effective on                                      
OCTOBER 27           OCTOBRE, 2000            
     .......................................................
[illegible signature] 
Director/Directrice 
          Business Corporations Act/Loi sur les societes par actions

--------------------------------------------------------------------------------
Form 3                                                                    
Business                                                                    
Corporations                                                                    
Act                                                                     

FORMULE 3                                                                   
LOI                                                                     
SUR LES                                                                   
SOCIETES PAR                                                                    
ACTIONS                                                                   
ARTICLES OF AMENDMENT 
STATUTS DE MODIFICATION 

1. The name of the corporation is:           DENOMINATION SOCIALE DE LA SOCIETE:

   -----------------------------------------------------------------------------
F I N D O R E   G O L D   R E S O U R C E S    L T D .                    
   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

2. The name of the corporation is            NOUVELLE DENOMINATION SOCIALE DE LA
changed to (if applicable):               SOCIETE (S'IL Y A LIEU):        

   -----------------------------------------------------------------------------
R I P P E D   C A N A D A   A R T I S T S   I N C .                       
   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

   -----------------------------------------------------------------------------

3. Date of incorporation/amalgamation:       DATE DE LA CONSTITUTION OU DE LA   
                 FUSION:

1997/06/19
--------------------------------------------------------------------------------
(Year, Month, Day)
 (ANNEE, MOIS, JOUR)

4. The articles of the corporation are        LES STATUTS DE LA SOCIETE SONT    
amended as follows:                        MODIFIES DE LA FACON SUIVANTE. 

The name of the Corporation is hereby changed to "RIPPED CANADA ARTISTS   
INC.".                                                                    

DYE & DURHAM                                                                    
Corporation                                                                     
Forms-On-Disk                                                                   

CBR 173                                                                     

10SB12G 71st Page of 76 TOC 1st Previous Next ↓Bottom Just 71st
                                                                              2.

Form 3                                                                    
Business                                                                    
Corporations                                                                    
Act                                                                     

FORMULE 3                                                                   
LOI                                                                     
SUR LES                                                                   
SOCIETES PAR                                                                    
ACTIONS                                                                   

                                                        [Enlarge/Download Table]

                                                                                                                           
   5. The amendment has been duly authorized as required  LA MODIFICATION A ETE DUMENT AUTORISEE CONFORMEMENT AUX ARTICLES 
      by Sections 168 & 170 (as applicable) of the        168 ET 170 (SELON LE CAS) DE LA LOI SUR LES SOCIETES PAR ACTIONS.
      Business Corporations Act.                                                                                           

   6. The resolution authorizing the amendment was        LES ACTIONNAIRES OU LES ADMINISTRATEURS (SELON LE CAS) DE LA     
      approved by the shareholders/directors              SOCIETE ONT APPROUVE LA RESOLUTION AUTORISANT LA MODIFICATION LE 
      (as applicable) of the corporation on:                                                                               

                                                                2000/10/17                                                 
---------------------------------------------------------------------------------------------------------------------------
                                                                (Year, Month, Day)                                         
                                                                (ANNEE, MOIS, JOUR)                                        
      These articles are signed in duplicate.             LES PRESENTS STATUS SONT SIGNES EN DOUBLE EXEMPLAIRE.            

                                   FINDORE  GOLD   RESOURCES  LTD.
                                  --------------------------------------
                                   (Name of Corporation)
                                    (DENOMINATION SOCIALE DE LA SOCIETE)

                                   BY/PAR:    [illegible],        DIRECTOR
                                             -----------------------------------
                                             (Signature) (Description of Office)
                                      (SIGNATURE)       (FONCTION)

DYE & DURHAM                                                                    
Corporation                                                                     
Forms-On-Disk                                                                   

CBR 173                                                                     

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                                                                        PAGE B 3

 FORM FX

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(1-2000)  CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM    
Previous  DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.                        
versions                                                                        
obsolete                                                                        
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                                                    ------------------------
                                                 OMB Number: 3235-0379
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                                                   Expires: March 31, 2000
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                                                    Estimated average burden
                                                   hours per response..2.0
                                                    ------------------------

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

FORM F-X

 APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND
 UNDERTAKING

GENERAL INSTRUCTIONS

I.   Form F-X shall be filed with the commission:                               

  (a)  by any issuer registering securities on Form F-8, F-9, F-10 or F-80
under the Securities Act of 1933;                           

     (b)  by any issuer registering securities on Form 40-F under the Securities
Exchange Act of 1934 (the "Exchange Act");                  

 (c)  by any issuer filing a periodic report on Form 40-F, if it has not
previously filed a Form F-X in connection with the class of 
      securities in relation to which the obligation to file a report on
Form 40-F arises;                                           

    (d)  by any issuer or other non-US person filing tender offer documents on
Schedule 13E-4F, 14D-1 or 14D-9F;                           

(e)  by any non-US person acting as trustee with respect to securities
registered on Form F-7, F-8, F-9, F-10, F-80 or SB-2;       
                                        ----

    (f)  by a Canadian issuer qualifying an offering statement pursuant to the
          provisions of REGULATION A or registering securities on Form SB-2; and

10SB12G 74th Page of 76 TOC 1st Previous Next ↓Bottom Just 74th
     (g)  by any non-US issuer providing FORM CB to the Commission in connection
         -------
with a tender offering or business combination.             

A Form F-X filed in connection with any other Commission form should not be     
bound together with be included only as an exhibit, such other form.            

II.  Six copies of the Form F-X, one of which must be manually signed, shall be 
filed with the Commission at its principal office.                    

    A.   Name of issuer or person filing ("Filer"): Ripped Canada Artists Inc.
                                                    --------------------------

B.   This is [check one]                                              

_X_ an original filing for the Filer                        

__ an amended filing for the Filer                          

 C.   Identify the filing in conjunction with which Form is being filed:

Name of Registrant: Ripped Canada Artists Inc.              
                              --------------------------------------------------
Form type 10SB                                              
     ---------------------------------------------

          File Number (if known)   SEC #________________________________________

    Filed by________________________________________________________

        Date filed (if not filed concurrently, so indicate): concurrent with
                                                               -----------------
10SB, April, 2001                                           
          ----------------------------------------------------------------------

    D.   The Filer is incorporated or organized under the laws of (Name of the
         jurisdiction under whose laws the issuer is organized or incorporated
  PROVINCE OF ONTARIO and has its principal place of business at
-------------------                                         
(Address in full and telephone number):                     

56 Temperance Street, 6th Floor                           
----------------------------------------------------------- 
Toronto, Ontario M5H 3V5  416-363-2114                    
----------------------------------------------------------- 

E.   The Filer designates and appoints (Name of United States person  
          Serving as agent) James W. Wolff ("Agent") located at (Address in full
--------------          
     in the United States and telephone number) 199 E. Boca Raton Rd.,
                                                ----------------------
Suite 7A, Boca Raton, Florida, 33435-561-750-9861           
  --------------------------------------------------------------

  as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in                    

(a)  any investigation or administrative proceeding conducted by the  
Commission; and                                             

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 (b)  any civil suit or action brought against the Filer or to which the
        Filer has been joined as defendant or respondent, in any appropriate
         court in any place subject to the jurisdiction of any state or of the
       United States or of any of its territories or possessions or of the
         District of Columbia, where the investigation, proceeding or cause of
        action arises out of or relates to or concerns (i) any offering made
        or purported to be made in connection with the securities registered
or qualified by the Filer on Form (Name of form) 10SB,      
                                                        ----- --------------
    on (Date) _________ or any purchases or sales of any security in
      connection therewith; (ii) the securities in relation to which the
   obligation to file an annual report on Form 40-F arises, or any
     purchases or sales of such securities; (iii) any tender offer for
     the securities of a Canadian issuer with respect to which filings
 are made by the Filer with the Commission on Schedule 13E-4F,
     14D-1F or 14D-9F; or (iv) the securities in relation to which the
   Filer acts as trustee pursuant to an exemption under Rule 10a-5
   under the Trust Indenture Act of 1939. The Filer stipulates and
agrees that any such civil suit or action or administrative 
   proceeding may be commenced by the service of process upon, and
   that service of an administrative subpoena shall be effected by
       service upon such agent for service of process, and that service as
      aforesaid shall be taken and held in all courts and administrative
    tribunals to be valid and binding as if personal service thereof
has been made.                                              

F.   Each person filing this Form in connection with:                 

    (a)  the use of Form F-9, F-10, 40-F or SB-2 or Schedule 13E-4F,
                        ----
           14D-1F or 14D-9F stipulates and agrees to appoint a successor
              agent for service of process and file an amended Form F-X if the
               Filer discharges the Agent or the Agent is unwilling or unable to
               accept service on behalf of the Filer at any time until six years
              have elapsed from the date the issuer of the securities to which
            such Forms and Schedules relate has ceased reporting under the
Exchange Act;                                     

        (b)  the use of Form F-8, Form F-80 or FORM CB stipulates and agrees
                         -------
             to appoint a successor agent for service of process and file an
              amended Form F-X if the Filer discharges the Agent, the Agent is
             unwilling or unable to accept service on behalf of the Filer at
           any time until six years have elapsed following the effective
              date of the latest amendment to such Form F-8, Form F-80 or Form
CB;                                               

       (c)  its status as trustee with respect to securities registered on
             Form F-7, F-8, F-9, F-10, F-80 or SB-2 stipulates and agrees to
                      ----
          appoint a successor agent for service of process and file an
             amended Form F-X if the Filer discharges the Agent or the Agent
             is unwilling or unable to accept service on behalf of the Filer
           at any time during which any of the securities subject to the
indenture remain outstanding; and                 

     (d)  the use of Form 1-A or other Commission form for an offering
         pursuant to REGULATION A stipulates and agrees to appoint a
             successor agent for service of process and file an amended Form
             F-X if the Filer discharges the Agent or the Agent is unwilling
            or unable to accept service on behalf of the Filer at any time
            until six years have elapsed from the date of the last sale of
     securities in reliance upon the Regulation A exemption.

Each filer further undertakes to advise the Commission promptly of any change to
the Agent's name or address during the applicable period by amendment of this   
Form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.                                                   

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 G.   Each person filing this, other than a trustee filing in accordance
    with General Instruction I. (a) of this Form, undertakes to make
       available, in person or by telephone, representatives to respond to
         inquiries made by the Commission staff, and to furnish promptly, when
        requested to do so by the Commission staff, information relating to:
    the Forms, Schedules and offering statement described in General
        Instructions I. (a), I. (b), I. (c), I. (d), and I.(f) of this Form,
    as applicable; the securities to which such Forms, Schedules and
        offering statements relate; and the transactions in such securities.

The Filer certifies that it has duly caused this power of attorney, consent,    
stipulation and agreement to be signed on its behalf by the undersigned,        
thereunto duly authorized, in the City of Toronto, Ontario Country of Canada    
                                         -----------------           -----------
this 17 day of April 17, 2001.                                                  
----       ---------------                                              

Ripped Canada Artists Inc.                     Drew Currah,    President
----------------------------------------       -------------------------------  
        Filer:                               By: (Signature and Title)
                                                 DREW CURRAH

This statement has been signed by the following persons in the capacities and on
the dates indicated.                                                            

/s/ James W. Wolff
--------------------------------------------------------------------------------
                (Signature) JAMES W. WOLFF

Agent 
--------------------------------------------------------------------------------
(Title) 

April 17, 2001  
--------------------------------------------------------------------------------
(Date)

INSTRUCTIONS                                                                    

 1.   The power of attorney, consent, stipulation and agreement shall be
      signed by the Filer and its authorized Agent in the United States.

   2.   The name of each person who signs Form F-X shall be typed or printed
          beneath such person's signature. Any person who occupies more than one
         of the specified positions shall indicate each capacity in which such
    person signs Form F-X. If any name is signed pursuant to a board
         resolution, a copy of the resolution shall be filed with each copy of
         Form F-X. A certified copy of such resolution shall be filed with the
         manually signed copy of Form F-X. If any name is signed pursuant to a
     power of attorney, a copy of the power of attorney shall be filed
       with each copy of Form F-X. A manually signed copy of such power of
      attorney shall be filed with the manually signed copy of Form F-X.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10SB12G’ Filing	Date	First	Last	Other Filings

	3/27/06	16
	10/16/05	6	25
	10/14/04	42
	10/7/03	52
	9/22/03	52
	4/23/03	16
	11/24/02	6	16
	11/30/01	16		10-K
Filed on:	6/20/01
	4/17/01	76
	3/21/01	19
	2/28/01	11	16
	2/5/01	7	8
	12/7/00	26
	11/30/00	3	26
	11/7/00	24
	10/27/00	4
	8/31/00	27	28
	5/31/00	29	30
	4/13/00	35
	3/31/00	73
	2/29/00	31	32
	12/31/99	41	51
	11/30/99	3	42
	4/21/99	51
	2/19/99	45
	11/30/98	3	52
	6/30/98	51
	3/24/98	55
	2/28/98	53	60
	12/31/97	49
	11/30/97	3	60
	11/28/97	49	59
	6/19/97	4	58
	6/19/96	59
				List all Filings

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Filing Submission 0000912057-01-520536 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Condor Gold Corp – ‘10SB12G’ on 6/20/01

On: Wednesday, 6/20/01, at 3:16pm ET · Accession #: 912057-1-520536 · File #: 0-31168

Registration of Securities of a Small-Business Issuer — Form 10-SBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents