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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        39    163K 
                          Issuer                                                 
 2: EX-2        Exhibit 2(A)                                           4     16K 
 3: EX-2        Exhibit 2(B)                                          11     43K 
 4: EX-3        Exhibit 3(A)                                           2±     6K 
 5: EX-6        Exhibit 6(A)(I)                                        3     15K 
 6: EX-10       Exhibit 10(I)                                          1      5K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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================================================================================

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

FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(B)
 OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no.    1082673                                                  
--------                            

 THE ZEBALLOS MINING COMPANY
 (NAME OF SMALL BUSINESS COMPANY IN ITS CHARTER)

Nevada                                    98-0201259  
---------------------------------              ---------------------    
  (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or Organization)                                            

34 - 3387 King George Highway                                           
Surrey, British Columbia., Canada                    V4P 1B7            
---------------------------------              ---------------------    
(Address of Principal Executive Officer)               (Zip Code)               

(604) 538-5995
 ---------------------
(Company's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:   None           

Securities registered under Section 12(g) of the Exchange Act:                  

Common Stock, par value $0.001 per share
 -------------------------------------------------
(Title of Class)

================================================================================

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 TABLE OF CONTENTS

ITEM                                                                        PAGE
----                                                                        ----

PART 1

Item 1    Description of Business                                              3
Item 2    Management's Discussion and Analysis or Plan                          
                    of Operation                                              13

Item 3    Description of Property                                             16
Item 4    Security Ownership of Certain Beneficial                              
                    Ownership and Management                                  17

Item 5    Directors, Executive Officers, Promoters and                          
                    Control Persons                                           19

Item 6    Executive Compensation                                              20
Item 7    Certain Relationships and Related Transactions                      21
Item 8    Description of Securities                                           25

 PART 11

Item 1    Market Price of and Dividends on the Registrant's                     
                    Common Equity and Other Stockholders Matters              26
Item 2    Legal Proceedings                                                   26
Item 3    Disagreement With Accountants and Financial Disclosure              26
Item 4    Recent Sales of Unregistered Securities                             26
Item 5    Indemnification of Directors and Officers                           27

PART F/S

          Financial Statements                                                29

PART 111

Item 1    Index to Exhibits                                                   38
Item 2    Description of Exhibits                                             38

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

 DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference:        None              

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PART 1

The Zeballos  Mining Company (the  "Registrant" or the "Company") is filing this
Form 10-SB on a voluntary basis to:                                             

1.   provide current, public information to the investment community; 

     2.   to expand the availability of secondary  trading  exemptions under the
          Blue  Sky  laws  and  thereby   expand  the  trading   market  in  the
Registrant's securities, and                                

     3.   to  comply  with   prerequisites   for  listing  of  the  Registrant's
securities on NASDAQ.                                       

ITEM 1.           DESCRIPTION OF BUSINESS                                       

HISTORICAL OVERVIEW OF THE COMPANY                                              

         The  Registrant  was  incorporated  in the  State of Nevada on March 4,
1999.  The  Registrant  has no  subsidiaries  and no affiliated  companies.  The
executive  offices of the  Registrant are located at Suite 34 - 3387 King George
Highway, Surrey, British Columbia, Canada, V4P 1B7.                             

         The  Registrant is engaged in the  exploration  of mineral  properties.
(see Part 1, "Exploration and Development of the Zeb Au Mineral Property").  The
Registrant is referred to as being in the  "development"  stage by its auditors.
This term is  generally  used in  Financial  Accounting  Standards to describe a
company seeking to develop its ideas and products.  The Registrant is not in the
development  stage  with  regards  to any  mineral  claim.  No ore body has been
discovered  and no substantial  exploration  has been done on its mineral claim.
The Registrant is purely an exploration company.  There is no assurance that any
ore body will ever be found nor that the Registrant will have  sufficient  funds
to undertake the exploration work required to identify an ore body.             

         Management  anticipates that the Registrant's  shares will be qualified
on the system of the National  Association of Securities Dealers,  Inc. ("NASD")
known as the Bulletin Board.                                                    

         The  Registrant  has no  revenue  to date from the  exploration  of its
mineral property, and its ability to effect its plans for the future will depend
on the availability of financing. Such financing will be required to develop the
Registrant's  mineral  property  to a  stage  where  a  decision  can be made by
management as to whether an ore body exists and can be successfully brought into
production.  The Registrant  anticipates obtaining such funds from its directors
and officers,  financial institutions or by way of the sale of its capital stock
in the future (see Part 1, Item 2 - "Plan of  Operations"),  but there can be no
assurance that the Registrant will be successful in obtaining additional capital
for  exploration  activities  from the sale of its capital stock or in otherwise
raising substantial capital.                                                    

PLANNED BUSINESS                                                                

         In addition to exploring its mineral property,  the Registrant plans to
seek out additional  mineral  properties  either by way of purchase,  staking or
joint venturing of other mineral properties.  (See Part 1, Item 2 - Management's
Discussion and Analysis or Plan of Operation"). No additional mineral properties
have been  identified by management  to date and there is the  possibility  that
none will be found.                                                             

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         Much of the discussion  contained in this section is "forward  looking"
in that actual  results may  materially  differ from the  Registrant's  plans as
currently  contemplated.  Information concerning all the factors associated with
the  Registrant  is set forth in this  Item 1 and in Items 2 and 3 below.  FOR A
COMPLETE  UNDERSTANDING  OF SUCH FACTORS,  THIS ENTIRE  DOCUMENT,  INCLUDING THE
FINANCIAL  STATEMENTS  AND  THEIR  ACCOMPANYING  NOTES,  SHOULD  BE  READ IN ITS
ENTIRETY.                                                                       

         All  dollar  amounts  shown in this  document  are stated in US dollars
unless otherwise noted.                                                         

EXPLORATION AND DEVELOPMENT OF THE ZEB AU MINERAL PROPERTY                      

         The  Registrant  was  retained  Calvin  Church,  P. Geo. of  Vancouver,
British Columbia,  to summarize the geology and mineral potential on its mineral
claim near Zeballos,  British Columbia. His report was dated April 30, 1999. The
mineral  claim was staked  February  28,  1999 by Edward  Skoda on behalf of the
Registrant and named "Zeb Au".                                                  

         The claim covers 18 metric units (25.3 square miles) located within the
Zeballos  mining camp near the town of  Zeballos on the West Coast of  Vancouver
Island.  Auriferous  quartz  veins in the  Zeballos  mining camp  produced  over
287,811  ounces of gold and  124,700  ounces of silver from ore  averaging  0.44
ounces per ton during the period 1934 to 1948 (B.C. Department of Mines).       

         The  present  report  summarizes  geology  and  mineralization  in  the
Zeballos mining camp and potential for discoveries on the Zeb Au claim. Church's
report is summarized below. All of the material  presented in his report is from
a literature  search of British Columbia  Department of Mines annual reports and
papers,  Geological  Survey of Canada Open File maps,  memoirs  and papers,  and
Assessment Report filings with the B.C.  Department of Mines.  Calvin Church did
not  visited  the  property  which  was  covered  in  snow  at the  time  of his
preparation of his report.                                                      

LOCATION, ACCESS AND TOPOGRAPHY                                                 

         The property is situated  just north of the town of Zeballos,  which is
located on the West Coast of Vancouver  Island about 300 kilometers  (186 miles)
northwest of Victoria.  The geographic  center of the Zeb Au property is located
at  126(degree)48'35"  West  Longitude and  50(degree)03'35"  North  Latitude on
N.T.S.  mapsheet 92 L/2.  This location may also be described as being in U.T.M.
zone 09 with  coordinates  Northing  5547300N and Easting  656900E.  The claim's
legal  corner post is beside the main road about 2.8  kilometers  (1.7 miles) up
the Zeballos River from its junction with the Nomash River.                     

         Access is by an all weather road which  follows the Zeballos  River and
connects  Zeballos to the Island highway at Mukwilla Lake. The road comes within
less than one  kilometre  from the south and east  boundaries  of the claim from
where steep  footpaths  follow creeks to higher ground in the northwest  area of
the claim.                                                                      

         The terrain is mountainous and rugged.  Elevations range from 20 meters
(75 feet) in the Zeballos  River  valley to above 1,030 meters (Mt.  Lukwa 3,749
feet) at some of the local peaks within the mining camp. Many of the creeks flow
down  waterfalls in narrow  canyons and there are many  unscalable  bluffs which
make foot traverses  difficult.  The area is considered  coastal  rainforest and
total  annual  precipitation  is high,  rarely  less than 500  centimeters  (200
inches).  Forests of yellow  cedar and hemlock  populate  the  mountaintops  and
Douglas fir and red cedar grow well in the river valleys,  however,  much of the
main drainages were logged in the 1940's.                                       

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CLAIM STATUS

         The claim is owned outright by the Registrant. Mineral tenure is secure
for one year from the date of staking as described below.                       

CLAIM NAME      TENURE NO.       UNITS             EXPIRY DATE
         -----------------------------------------------------------------------
      Zeb Au          367965           18                February 28, 2000

HISTORY                                                                         

         J. S.  Stevenson  in an  article  written in 1950  entitled  "Lode Gold
Deposits  of  the  Zeballos  Area,  B.C."  published  in  the  British  Columbia
Department  of Mines  gave a  detailed  account  of the  mining  history  of the
Zeballos camp in the British Columbia. An edited excerpt follows:               

         "Although  small  amounts  of placer  gold had been  obtained  from the
Zeballos  River as early as 1907, it was not until 1924 that the first gold vein
was staked on the Tagore  property.  Two years  later the King Midas was staked,
and by 1929 forty  claims had been staked in the valley.  In that year the first
shipment of ore was made.  It consisted of 2 tons of  high-grade  ore mined from
the Tagore.                                                                     

         A period of inactivity  followed until 1934, when the first of the rich
gold-quartz veins that to were make the Zeballos camp an important producer were
found.  Small pockets of course placer gold and  gold-quartz  float boulders had
been found at the mouth of Spud creek. Prospecting upstream along Spud creek and
in its many  tributaries  resulted in  discovery  of the veins on the White Star
property in early 1934. In 1935, the Goldfield vein on the Spud Valley  property
was  found,  and in 1936 the No.1  vein on the  Privateer.  Several  discoveries
followed shortly after on Spud Creek and other creeks draining into the Zeballos
River.                                                                          

         Mining  really began in the winter of 1934-35 when  high-grade  ore was
shipped  from the  property of White Star Gold Mines.  In 1937  shipments of ore
were made from the No.1 vein on the  Privateer.  In 1938 the Privateer  mill and
Spud  Valley  Gold  Mines mill began  operating.  That year  nearly 400 men were
employed at thirty properties in prospecting,  development work, and production.
In 1939 mills were built at the Mount Zeballos and Central  Zeballos mines,  and
in 1941 a mill was built at the  Homeward.  About 1942,  the shortage of men and
supplies  because of World War II forced all but the  Privateer  and  Prident to
close, and in October 1943,  these properties also were forced to close.  During
the winter of 1945-46  operations  were resumed at Privateer,  Prident,  Central
Zeballos, and Spud Valley mines, but owing to the increased cost of supplies and
labour  relative  to the fixed  price of gold,  these mines were forced to close
again  and by the  end of  1948  Privateer,  the  last to  operate,  had  ceased
operations.                                                                     

         Production  from the Zeballos mining camp between 1934 and 1948 totaled
287,811 ounces gold and 124,700 ounces silver from approximately 651,000 tons of
ore mined  (Table  I).  This  gives an over all  grade  for the camp,  including
dilution,  of 0.44 ounces gold per ton; or,  based on a yield of 280,623  ounces
from the ore milled, an average of 0.75 ounces per ton milled.  The narrow veins
were mined by  cut-and-fill  and shrinkage  methods and resulted in lower grades
due to dilution in areas where  stoping  widths  exceeded  vein widths.  This is
clearly  evident from  production  figures of the largest  producer in the camp,
Privateer,  where the average grade based on total  production of 154,381 ounces
of gold from 285,771 tons mined and 153,332 tons milled was 0.54 ounces gold per
ton mined and 1.01 ounces gold per ton milled.  Production figures for the major
gold producers in the camp are listed below."                                   

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                                                        [Enlarge/Download Table]

        TABLE 1 - Zeballos Gold Production (ounces), 1934 to 1948                                                         
--------------------------------------------------------------------------------------------------------------------------
                         1934 -                                                                    1944 -                 
        PRODUCER         1937        1938      1939       1940      1941      1942       1943      1948      TOTAL        
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Privateer               3,003       16,023     32,987     28,416     28,328    17,219      9,727     22,678    154,381    
--------------------------------------------------------------------------------------------------------------------------
Spud Valley *              47          473     15,369     18,099     14,031     6,020                           54,039    
--------------------------------------------------------------------------------------------------------------------------
Mount Zeballos                                  3,277     14,716      9,744     2,665        123                30,525    
--------------------------------------------------------------------------------------------------------------------------
Central Zeballos                       152         33      6,610      6,568     4,610      2,499                20,472    
--------------------------------------------------------------------------------------------------------------------------
Prident                                                               3,803     5,141      3,758      1,235     13,937    
--------------------------------------------------------------------------------------------------------------------------
White Star                541           42      2,122      2,345      1,531       500                            7,081    
--------------------------------------------------------------------------------------------------------------------------
C.D. (Rey Oro)                       1,102        843      1,319      1,336                                      4,600    
--------------------------------------------------------------------------------------------------------------------------
Homeward                                                                897       594                            1,491    
--------------------------------------------------------------------------------------------------------------------------
Van Isle                                                   1,178                                                 1,178    
--------------------------------------------------------------------------------------------------------------------------
Rimy                                    44                                                                          44    
--------------------------------------------------------------------------------------------------------------------------
Tagore                                              8                                                              +38    
--------------------------------------------------------------------------------------------------------------------------
Golden Portal                                       8         12                                                    20    
--------------------------------------------------------------------------------------------------------------------------
King Midas                                                     5                                                     5    
--------------------------------------------------------------------------------------------------------------------------
TOTALS                   3591       17,836     54,647     72,700     62,238     36,749     13,608     26,412   287,811    
--------------------------------------------------------------------------------------------------------------------------

*    Including production from Big Star.                              
+    Includes 30 oz. Produced in 1930 and 1932.                       

          Just  over  one  kilometre  west of the  Zeb Au  claim  is a block  of
     reverted crown granted  claims that outline the Ford Iron Deposit  formerly
     named the F.L/Ridge  claims.  Replacement  bodies of almost pure  magnetite
     were mined from this deposit  between  1962 and 1969 mostly by  underground
     methods. The deposit produced  1,282,233,396  kilograms of iron concentrate
     from 1,681,283 tonnes mined (Assessment Report - B.C. Department of Mines).

          In 1937,  several vein showings were  discovered  and staked on ground
     now covered by the Zeb Au  property.  Most of this early work  consisted of
     surface  stripping  and a number  of open  cuts or short  adits  driven  on
     high-grade veins.  During 1938 and 1939 Zeballos  Goldspring Mines explored
     northerly  striking  veins on the south bank of Fault  Creek.  The workings
     consist of two adits and several surface  strippings between the elevations
     of 470 meters (1,410 feet) 536 meters (1,680 feet).  No production was ever
     reported  from the  Goldspring  veins.  Detailed  accounts  of these  early
     exploration  programs were recorded by M.F.  Bancroft in an article written
in 1940                                                               

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entitled "Zeballos Mining District and Vicinity"  published in Geological Survey
of Canada,  Paper 40-12,  and by J.S.  Stevenson in 1938 in an article  entitled
"Lode Gold Deposits of the Zeballos Area, B.C.  British  Columbia  Department of
Mines.                                                                          

REGIONAL GEOLOGY                                                                

         Geologists  from the Geological  Survey of Canada,  beginning with G.M.
Dawson (1887),  carried out the earliest geological  investigations of Vancouver
Island. D.H. Gunning made important contributions to the geological picture when
he  completed a  systematic  geological  survey in 1932 of the Nimpkish and Woss
lake areas of northern  Vancouver  Island.  A compilation  of Gunning's work was
combined with  investigations  by  J.W.Hoadley  and published as GSC Memoir 272:
Geology  and  Mineral  Deposits  of the  Zeballos-Nimpkish  Area  in  1953.  The
geological  mapping of several  geologists  working for the Geological Survey of
Canada in the 1960's was compiled at a scale of 1.250,000 by J.E. Muller in 1977
and published as Geological Survey of Canada, Open File 463.                    

         Vancouver  Island  is the  main  component  of the  Insular  Belt,  the
westernmost major tectonic subdivision of the Canadian  Cordillera.  The Insular
Belt contains a middle Paleozoic and a Jurassic  volcanic-plutonic complex, both
apparently underlain by gneiss-migmatite  terranes and overlain  respectively by
Permo-Pennsylvanian  and Cretaceous clastic  sediments.  A thick shield of Upper
Triassic basalt,  overlain by carbonate clastic  sediments,  separates these two
complexes in space and time. In the Zeballos-Nimpkish  lake area H.C. Gunning in
an article  written in 1932  entitled  "Preliminary  Report on the Nimpkish Lake
Quadrangle,  Vancouver,  Island,  British Columbia"  published in the Geological
Survey of Canada, Memior 272, defined this volcanoclastic sequence the Vancouver
Group.  The Vancouver  Group is intruded by various bodies of the Coast Plutonic
Complex which were emplaced from late Jurassic to early  Cretaceous  time.  Post
orogenic Tertiary clastic sediments fringe the West Coast.                      

STRATIGRAPHY                                                                    

         The volcanic and  sedimentary  rocks of the Vancouver  Group comprise a
conformable series that strikes, in general, northerly to northwesterly and dips
westward to  southwestward.  Consequently the oldest rocks are found to the east
and the youngest to the west. Upper Triassic  Karmutsen  volcanics  (muTRK) form
the base of the  Vancouver  Group  and  consist  of a thick  series of medium to
basic,  highly  amygdaloidal   volcanic  flows,  with  very  little  interbedded
sedimentary  material.  Except in contact  zones with  granitic  intrusions  the
volcanics exhibit low-grade  metamorphism.  The basaltic  eruptions started with
pillow  lavas in a deep marine  rift basin,  continued  with  aquagene  tuff and
breccia as the basin became  shallower,  and  terminated  with  subareal  basalt
flows.                                                                          

         Conformably  above the  Karmutsen  Formation is the Quatsino  Formation
(uTRQ), which is composed of massive to thickly bedded white to blue crystalline
limestone.  Poorly  preserved  ammonite  fossils  from  the  Quatsino  limestone
indicates an Upper Triassic age. The succeeding  Parson Bay Formation (uTRPB) is
composed of interbedded  calcareous  black argillite,  calcareous  greywacke and
sandy to shaly  limestone.  A general  coarsening  of grain size is seen  moving
upward in the stratigraphic  succession.  The Bonanza Group (IJB) was originally
named by Gunning (1932) and included an upper unit composed of mainly  rhyolitic
and  basaltic  tuffs and  breccias.  Muller  (1977) has  reclassified  the lower
calcareous  sedimentary  unit as  belonging  to the Parsons Bay  Formation.  The
Bonanza  represents  several eruptive centres of a volcanic arc and consequently
its stratigraphy varies considerably.                                           

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INTRUSIVES                                                                      

         Most of the intrusive rocks on Vancouver  Island form part of the Coast
Intrusions,  which range in composition  from quartz diorite to granite and were
emplaced during Jurassic or Cretaceous time. On northern  Vancouver Island these
intrusive  rocks form  regional  patterns  of narrow  northwest  trending  belts
separated by slightly  wider belts of Upper  Triassic  volcanic and  sedimentary
rocks. On the west side of the island the pattern is more  pronounced  where a 3
kilometre wide belt,  just west of Nimpkish  Lake, has been traced  southeast to
Vernon  Lake,  a distance of 80  kilometres.  Within the  Vancouver  and Bonanza
Groups  the   intrusives   form   sills,   dykes  and  high   level   stocks  of
hornblende-quartz-feldspar   porphyry  and  there  is  an  apparent   comagmatic
relationship   between   intrusions   and   volcanics.   Much  of  the  economic
mineralization  within the  Zeballos  mining camp was  developed  in or in close
association to these intruding batholiths and stocks.                           

STRUCTURE                                                                       

         The structures of northern Vancouver Island are probably due to several
periods of  deformation  occurring  from late Mesozoic to early  Tertiary  time.
Vancouver  Group  rocks  are  folded  into  broad  regional   anticlinoria   and
synclinoria that strike northwesterly and have average trough to crest distances
of 11 to 16 kilometres.  A well-developed synclinal structure was mapped between
Bonanza  and  Nimpkish  lakes  however  the fold  pattern  becomes  increasingly
disrupted toward the southwest.  The regional structure in the Zeballos map area
is complex due to the  predominance  of intrusive  bodies that disrupt the broad
folds.  J. W.  Hoadley in his  article  written in 1953  entitled  "Geology  and
Mineral  Deposits  of the  Zeballos-Nimpkish  Area,  Vancouver  Island,  Britihs
Columbia"  published in the Geological Survey of Canada,  Memior 272,  described
these structures as follows:                                                    

"In the vicinity of major batholithic intrusive bodies, regional structures have
been  largely  obliterated  or masked by  secondary  structures  imposed  during
intrusion.  Where the intrusions have invaded volcanic rocks,  general upwarping
and relatively mild folding are observed,  and some of the smaller roof pendants
have,  apparently,  been tilted en masse from their original position.  However,
where  the  intrusive  bodies  have  invaded  the  Quatsino   limestone  or  the
sedimentary  part of the Bonanza  Group  (Parson Bay  Formation),  the degree of
secondary folding is much more pronounced.  The rocks are intricately  folded or
overturned, and, in places, recumbent folds are common."                        

         Several major north or northwest trending fault zones are mapped in the
Zeballos  map area.  The most  pronounced  fault  follows  the North Fork of the
Zeballos  River and trends  slightly  west of north and dips  steeply east where
observed.  This  fault is  thought  to be later  than  steeply  dipping  east to
east-northeast striking cross faults.                                           

PROPERTY GEOLOGY                                                                

         Detailed  geological  mapping of the Zeballos Mining Camp was completed
by J.S.  Stevenson in 1950 and published by the British  Columbia  Department of
Mines as Bulletin No.27. Mesozoic volcanics and sediments of the Vancouver Group
outcrop and are intruded by Coast intrusives of probable  Jurassic age over this
relatively  small  area (58  km(2)).  Geological  mapping by  Stevenson  did not
attempt to make regional correlations but instead used lithology of the rocks to
define the mappable units.                                                      

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         The volcanic and sedimentary  rocks comprise a conformable  series that
strikes north-northwest and dips south to southwesterly so that the oldest rocks
are  found to the east  and the  youngest  to the  west.  Andesitic  lava of the
Karmutsen  volcanics  outcrop west of the North Fork of the  Zeballos  river and
represent the oldest mapped unit.  Massive  limestone of the Quatsino  Formation
overlies  the  lava to the west  along  Contact  creek.  A large  assemblage  of
volcanics,  mainly  pyroclastics  and  minor  flows  of the  Bonanza  Formation,
overlies the limestone  conformably  to the west and outcrops over the southwest
quadrant of the mining  camp.  A  northwesterly  belt of Coast  intrusives  that
include, from oldest to youngest,  gabbro and hornblende diorite,  granodiorite,
quartz diorite, and several varieties of dykes, invade the stratified rocks. The
intrusives are a dominant  feature  within the Zeballos  mining camp and as most
mineral  deposits  are  associated  with it,  is of  considerable  economic  and
geological interest.                                                            

         The major  structure  of the area is a  monoclinal  fold  that  strikes
northwest and dips 40 to 60 degrees southwest.  This fold is modified by a major
northwest  trending  dragfold between Lime and Contact creeks in which the crest
follows  Lime  creek and the  trough  follows  the ridge 600 metres to the east.
Minor dragfolds  occur near contacts with the quartz diorite.  A major northerly
trending  fault of  indeterminate  displacement  follows  the North  Fork of the
Zeballos River and appears to dip vertical or steeply east.  About 800 metres up
Fault  Creek from the  junction  with the North Fork is a second  fault of major
importance.  The fault strikes  east-southeast and dips steeply  north-northeast
offsetting the west dipping  contact  between  Quatsino  limestone and Karmutsen
volcanic rocks about 600 metres to the west on the south side of the fault.     

MINERALIZATION AND ALTERATION                                                   

         Mineral deposits of the area include gold-bearing quartz veins and high
temperature  replacement (skarn) or contact metamorphic deposits in limestone or
calcareous  sedimentary rocks. Deposits of the latter type are confined to areas
where  Quatsino  limestone  and  sedimentary  parts of the Karmutsen and Bonanza
group rocks have been invaded by Coast  intrusions.  The replacements  typically
contain  chiefly  magnetite  with lesser  amounts of  pyrrhotite  (F.L.,  Ridge,
Churchill)  or they contain  mainly  chalcopyrite  and only minor  magnetite and
pyrrhotite  (Maquinna  and Central  Zeballos)  and  sometimes  appreciable  gold
(Beano).  In the Ford skarn  deposit a 21 metre thick  tabular body of magnetite
follows a limestone-tuff contact and has been traced along 400 metres of strike.

         Auriferous    gold-bearing    veins   of   the   Zeballos    camp   are
characteristically  narrow, with widths less than one foot (30 cm), but commonly
contain gold in excess of one ounce to the ton (35  g/tonne).  Some of the veins
occur in sheeted  zones up to 4 feet (1.2 m) wide that may pinch and swell along
strike forming  lenticular  quartz-sulphide  zones  (Goldfield  Vein). The veins
follow fairly  continuous  fault fissures and are often banded by an alternation
of quartz and  sulphides  where the  abundance of sulphide  varies from 10 to 50
percent and averages  about 25 percent.  Sulphides,  in order of  abundance  are
pyrite, sphalerite,  arsenopyrite,  chalcopyrite, galena, pyrrhotite, and rarely
marcasite.                                                                      

         The  producing  mines in the camp were located at the  northwest end or
nose of the quartz diorite intrusive body and related to structural  deformation
and mineralization  there. It has been found that veins, or parts of veins, that
follow the direction of tension in any fracture  pattern are the most favourable
for the  localization of ore. A study of fracture  patterns in the Zeballos camp
by J. S. Stevenson in 1950  determined  that veins that strike close to north 62
degrees east and dip  vertically  were formed by tension and thus most likely to
contain  higher grade  oreshoots.  This  discovery  has been proven by practical
experience where several high grade veins (Privateeer No.3,  Goldfield Vein) and
gash veins in the Zeballos camp are orientated in this direction.               

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         On the Zeb Au claim there are more than three sheared-vein  showings of
limited  extent  containing  minor  amounts of gold and base metals.  The shears
zones are generally less than one metre wide, strike 035 to 090 degrees, and dip
steeply  north or south.  The quartz veins within the shears are usually 5 to 30
centimetres wide and mineralized with  pyrite-arsenopyrite and lesser amounts of
pyrrhotite,  chalcopyrite,  sphalerite and galena.  Near the headwaters of Fault
Creek,  in the  northwest  corner  of  the  claim,  several  small  lens  shaped
replacement  bodies of  magnetite  are exposed  along the  contact of  intruding
diorite and Quatsino  limestones.  These showings are the southern  extension of
the  Churchill  showings  which  follow  the  northwest  trending  strike of the
contact.  Outcrop  areas  of  magnetite  are  characterized  by  large  areas of
limonitic material alternating with coal-black patches of magnetite.            

         The  Goldspring  Vein is exposed in the creek bed of Fault Creek and on
the south bank of the creek  between  two adits.  The vein  follow a rusty shear
zone up to 30 centimetres  wide with an orientation of 355 degrees dipping 55 to
70  degrees  east  and is  mineralized  with  abundant  pyrite  and  patches  of
chalcopyrite.  At the lower portal a sample taken across the 20 centimetre width
of vein assayed 0.40 oz/ton gold and 0.1 oz/ton silver.                         

RECOMMENDATIONS                                                                 

o    Airphoto interpretation and reconnaissance mapping is required to determine
     structural  breaks and  intersecting  fault  structures  very  important to
ground preparation and the formation of mineral deposits in the area. 

o    Construction of a soil geochemical grid across structural  features sampled
     at 20 metre  intervals on lines spaced 100 metres  apart.  Major  northeast
     striking  stratigraphic  contacts and shear zones should be prospected  and
     the  grids  orientated  perpendicular  to them  should  they  appear  to be
     mineralized.  If terrain conditions  prohibit  establishing a grid, closely
spaced contour sampling traverses should be considered.               

o    Ground  geophysical  surveys using VLF-EM and  magnetometer  instruments to
     locate less  obvious  linear  features  (faults),  geological  contacts and
mineralized horizons.                                                 

o    Prospecting and detailed  geological mapping at 1:2000 scale or better over
     the entire  claim  area.  Prospecting  could be  prioritized  according  to
     favorable geologic contacts especially where VLF-EM conductors have already
been identified.                                                      

o    Providing  favorable results are obtained in the soil geochemical  sampling
     program additional  exploration  consisting of trenching and drilling would
be recommended to target anomalies from that program.                 

REGISTRANT'S MAIN PRODUCT                                                       

         The Registrant's primary product will be the exploration of its mineral
property which might  eventually  result in the sale of minerals,  both precious
and  commercial.  The  Registrant  is not at the  stage of  development  whereby
minerals can be mined and sold thereby giving the Registrant a cash flow.  There
is also no guarantee that the Registrant  will ever be able to sell any minerals
of any kind from its mineral claim.                                             

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REGISTRANT'S EXPLORATION FACILITIES                                             

         The Registrant  will be exploring its mineral  claims  initially in the
Zeballos area of British Columbia and does not plan to build any mill or smelter
facilities  until  such  time as a  production  decision  is made.  This will be
several  years  into the  future,  or maybe  never,  before  the need to build a
permanent facility is warranted.  During the exploration  period, the Registrant
will use tent  facilities to house its geological  workers since this will be by
far the most economic way to proceed.                                           

RISK INHERENT IN MINERAL PROPERTIES                                             

         There are certain inherent risks with mineral properties from the point
of view of the Registrant and its shareholders as follows:                      

      1. The Zeb Au claim does not contain a known body of  commercial  ore and,
         therefore,  any  program  conducted  on  these  properties  would be an
exploratory search of ore.                                    

      2. There is no certainty that any expenditures  made in the exploration of
         the Zeb Au property will result in discoveries of commercial quantities
         of ore.  Most  exploration  projects do not result in the  discovery of
commercially mineable deposits of ore.                        

     3.  Resource  exploration  is a  speculative  business  since  there  is no
         assurance  after the initial funds are raised that the  Registrant  can
raise any further funds from the market place.                

     4.  Failure to discover mineral deposits or finding mineral deposits which,
         though  present,  are  insufficient in size or grade to return a profit
         from  production.   The  marketability  of  any  minerals  acquired  or
         discovered  may be affected by  numerous  factors  which are beyond its
         control  and  which  cannot  be  accurately  predicted,  such as market
         fluctuations, the proximity and capacity of milling facilities, mineral
         markets and processing equipment,  and such other factors as government
         regulations,  including  regulations  relating to royalties,  allowable
         production,  importing  and  exporting of minerals,  and  environmental
         protection.  The mineral  industry  is  intensely  competitive  and the
       Registrant competes with other companies that have greater resources.

     5.  Mining operations generally involve a high degree of risk. Hazards such
         as unusual or unexpected  formations and other conditions are involved.
         The Registrant may become subject to liability for pollution,  cave-ins
         or hazards  against which it cannot insure or which it may not elect to
         insure.  The payment of such  liabilities may have a material,  adverse
effect on the Registrant's financial position.                

      6. Prior to commencing  mining  operations on any of its  properties,  the
         Registrant  must meet certain  environmental  requirements.  Compliance
         with  these  requirements  may  prove to be  difficult  and  expensive.
         Fortunately the Registrant is currently in the exploration  stage where
         a system  of  constructing  grids and soil  sampling  will be the first
         exploration  procedure.  Under the Mines Act of British  Columbia,  the
         Registrant is not required to complete an application for submission to
         the district inspector.  No bond will have to be posted with the mining
         branch to ensure environmental clean up.  Nevertheless,  the Registrant
         will be  required  to file an  application  if it decides  to  continue
         exploration activities by either trenching, bulk sampling,  drilling or
         developing an adit. A bond, the amount to be determined by the district
         inspector,  will have to be posted to ensure  adequate  clean up of the
         site  upon  abandonment.  At this  point  the  Registrant  will have to
prepare a                                                     

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         detailed  application  that will include a deactivation  or reclamation
         plan. The reclamation plan will have to be completed within one year of
         cessation  of  exploration  unless  otherwise  approved by the district
         inspector.  At this time,  management is unable to assess the financial
         impact of any  environmental  damage other than knowing that the posted
         bond will be forfeited in full if the Registrant  does not complete the
reclamation correctly.                                        

      7. While the  Registrant  has obtained the usual  industry  standard title
         reports with respect to the Zeb Au claim,  this should not be construed
         as a  guarantee  of  title.  This  property  may be  subject  to  prior
         unregistered  agreements  or  transfers or native land claims and title
         may be affected  by  undetected  defects.  Certain of the claims may be
         under  dispute and  resolutions  of a dispute may result in the loss of
         all of  such  property  or a  reduction  in the  Registrant's  interest
therein.                                                      

      8. The Zeb Au claim has never been surveyed and, accordingly,  the precise
         location of the  boundaries  of the property  and  ownership of mineral
         rights on specific  tracts of land  comprising  the  property may be in
doubt.                                                        

L.       OTHER MINERAL PROPERTIES                                               

         The Registrant has not identified any other mineral  properties  either
for staking,  purchasing or joint venture.  No  negotiations  or agreements have
been entered into on any other  mineral  property and none are expected over the
foreseeable future.                                                             

EMPLOYEES                                                                       

         As at June 30, 1999, the  Registrant did not have any employees  either
part  time or full  time.  Initially  the  Registrant  will not wish to bear the
burden of carrying  full time  employees  especially  during  periods when it is
difficult to work on the property due to weather  conditions.  Nevertheless  the
executive  officers  undertook  the  responsibility  of initially  identifying a
mineral  property  of  merit,   incorporating  the  Registrant,   obtaining  the
assistance  of  professionals  as needed,  identifying  potential  investors  to
contribute the initial "seed capital",  coordinating various filing requirements
and other matters normally  performed by the executive  officers.  They were not
paid for these  services in cash by the  Registrant but the Registrant has given
recognition in the financial statements to this contribution by expensing $1,000
for services of the  President  and crediting  capital  contribution  for a like
amount.                                                                         

         The Registrant is not a party to any employment contracts or collective
bargaining agreements.  The British Columbia area has a relatively large pool of
people  experienced in exploration and development of mineral properties - being
mainly  geologists  and mining  consultants.  In  addition,  there is no lack of
people who have experience in working on mineral  properties  either as laborers
or  prospectors.  The Registrant  will use  independent  workers and consultants
initially on a part time basis.                                                 

COMPETITION                                                                     

         In Canada there are numerous mining and exploration companies, both big
and small. All of these mining and exploration  companies are seeking properties
of merit and  availability of funds. The Registrant will have to compete against
such  companies  to  acquire  the  funds  to  develop  its  mineral  claim.  The
availability  of funds for  exploration is sometimes  limited and the Registrant
might find it difficult to compete with larger and more well-known companies for
capital.  Even though the  Registrant has the rights to the mineral on its claim
there is no guarantee it will be able to raise sufficient funds in the future to
maintain its mineral claim in good standing.  Therefore, if the situation occurs
that it does not have sufficient funds for exploration the claim might lapse and
be staked by other mining  interests.  The Registrant  might be forced to seek a
joint venture partner to assist in the                                          

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development of its mineral claim. In this case,  there is the  possibility  that
the  Registrant  might  not  be  able  to pay  its  proportionate  share  of the
exploration costs and might be diluted to an insignificant carried interest.    

         Even when a  commercially  viable ore body is  discovered,  there is no
guarantee  competition in refining the ore will not exist.  Other  companies may
have  long  term  contracts  with  refining  companies  thereby  inhibiting  the
Registrant's  ability to process its ore and eventually market it. At this point
in time the Registrant  does not have any  contractual  agreements to refine any
potential ore it might discover on its mineral claims.                          

         The  exploration  and  development  business is highly  competitive and
highly fragmented,  dominated by both large and small mining companies.  Success
will largely be dependent on the Registrant's ability to attract talent from the
mining field.  There is no assurance  that the  Registrant's  mineral  expansion
plans will be realized.                                                         

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

         The  discussion  contained in this Item 2 is "forward  looking" in that
actual work performed on the  Registrant's  mineral property may differ from the
recommended  work program as set forth in the geological  report dated April 30,
1999 prepared by Calvin  Church,  Pigeon.  and summarized  herein.  Factors that
could cause the work program to differ are described throughout this Form.      

PLAN OF OPERATION                                                               

         To date the Registrant  has  concentrated  on the Zeb Au claim.  In the
future,  the  Registrant  will seek to  investigate  other mining  properties to
determine which ones are of merit and are of interest to the Registrant. Subject
to the  availability  of  financing,  the  Registrant  will seek to increase its
inventory of mineral  properties  and, if acceptable to  management,  enter into
joint venture  agreements to develop various other mineral  properties of merit.
(See Part 1, Item 1 - "Description of the  Business").  The Registrant will seek
to generate  such funds  through  the sale of  securities  and/or  institutional
financing.  If an underwriter  can be found,  a public  offering of common stock
will be  considered;  alternatively  the  Registrant  will  seek to raise  funds
through a private offering of securities to an institutional  buyer or through a
registered  broker dealer.  The Registrant does not presently have any financing
arranged for nor has any underwriter yet expressed interest in such an offering,
and  there  can be no  assurance  that an  underwriter  can be  found  on  terms
acceptable to the Registrant.  In the absence of such financing,  the Registrant
may be unable to put its plans into effect.                                     

LIQUIDITY AND CAPITAL RESOURCES                                                 

         As at April 30, 1999, the  Registrant had $9,895 of assets,  and $3,390
of liabilities. The cash equivalent as at April 30, 1999 was $9,845.            

         The  Registrant  has  no  contractual   obligations  for  either  lease
premises,  employment agreements or work commitments on the Zeb Au claim and has
made no commitments to acquire any asset of any nature.                         

         Operational and administrative  expenses of the Registrant for 1999 are
projected to be approximately $4,450 which will comprise audit ($1,500),  filing
fees with regulatory authorities -Edgar ($1,000), transfer agent's fees ($1,200)
and  miscellaneous  ($750).  The Zeb Au claim is in good standing until February
2000 and if warranted the Registrant need not spend any money on its claim      

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until that date.  The current cash position is sufficient to pay the above noted
expenses and if required the officers and directors can advance additional funds
to the Registrant.                                                              

         Since March 4, 1999, the date of inception, the Registrant has incurred
the following expenses:                                                         

    Accounting and audit                   (1)            $  2,250
    Bank charges                           (2)                  87
    Geology report                         (3)               1,200
    Incorporation costs written-off        (4)                 670
    Management fee                         (5)               1,000
    Office and miscellaneous               (6)                 170
    Rent                                   (7)                 600
    Staking costs                          (8)                 368
    Telephone                              (9)                 200
    Transfer agent's fees                 (10)               2,340
                                                            ------
            Total expenses for the period                 $  8,885
                                                            ======

(1)      Audit fee - $2,250                                           

     The Registrant had its financial  statements  audited as at April 30, 1999,
     as  attached  to  this  Form  10-SB,  for a fee  of  $1,500.  In  addition,
     accounting  services  in the  preparation  of a working  paper file and the
accounting records of the Registrant resulted in an invoice of $750.  

(2)      Bank changes - $87                                           

     Monthly service charges for operating the account as charged by the Bank of
Montreal.                                                             

(3)     Geology report - $1,200                                       

     The Registrant  engaged the services of Calvin Church,  P. Geo., to write a
     report to the Registrant  detailing the  mineralization on the Zeb Au claim
     and recommending a future work program.  This report was completed on April
     30, 1999 and has been  summarized in part in this Form under the heading of
"Exploration and Development of Zeb Au Mineral Property."             

(4)     Incorporation costs written-off - $670                        

     The Registrant has treated the costs of  incorporation  as period costs and
     has  written  them off as an  expense in the  current  period  rather  than
capitalize them and amortize them over a period of time.              

(5)     Management fee - $1,000                                       

     The  Registrant  has not paid any fees to its directors or officers  during
     the current period.  Nevertheless,  the Registrant realizes that there is a
     cost involved in the directors and officers devoting time and effort to the
     affairs of the Registrant.  Therefore,  a management fee of $1,000 has been
  expensed and credited to capital contribution during the current period.

(6)     Office and miscellaneous - $170                               

     Office and miscellaneous  represents the printing of cheques for use by the
Registrant, photocopying, courier and fax charges for the period.     

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(7)     Rent  -  $600                                                 

     The  Registrant  uses  the  personal  residence  of  the  President  of the
     Registrant  as an office.  No charge has been  incurred by the  Registrant.
     Nevertheless,  the Registrant  recognizes  that there is a cost to using an
     office and therefore has expensed $600 and credited to capital contribution
a similar amount.                                                     

(8)    Staking costs - $368                                           

     The  Registrant  engaged the  services of Edward  Skoda to stake the Zeb Au
     claim in the Zeballos  area of British  Columbia.  Mr.  Skoda  invoiced the
Registrant for his staking and recording costs.                       

(9)    Telephone - $200                                               

     The   Registrant   has  not  incurred  any   telephone   charges  to  date.
     Nevertheless,  the Registrant recognizes the fact that there is a telephone
     cost to  operating  a business  and  therefore  has  expensed  $200 with an
     offsetting credit to capital  contribution.  This expense was determined on
     the fair market value of obtaining a telephone  line and operating for it a
three month period.                                                   

(10)    Transfer agent's fees - $2,340                                  

     Transfer  agent's fees comprise  $1,200 for the annual fee paid to maintain
     an account with the transfer agent and $1,040 for  preparation and issuance
     of share  certificates.  The Registrant has treated for accounting purposes
     the  annual  fee of $1,200 as a period  cost and has  written it off in the
current period rather than amortizating it over the entire year.      

         Management  feels that its present cash position,  after the payment of
all outstanding  accounts payable, is sufficient to meet its present needs other
than  undertaking any exploration  program on the Zeb Au claim.  Maintaining the
Zeb Au  claim  in good  standing  for an  additional  year,  being to the end of
February  2001,  would result in cash been spent in the amount of  approximately
$1,000.  Other expenses required by the Registrant in the immediate future would
be for  accounting,  transfer agent charges,  office  expenses and audit. If the
Registrant wishes to explore the Zeb Au claim it will require  additional funds.
These  funds might be provided by the  directors  and  officers,  by way of bank
financing or the selling of the Registrant's capital stock. No consideration, at
this time, has been given to the raising of additional funds.                   

         The Registrant's  auditor has qualified his audit opinion as to whether
the Registrant is a going concern as follows:                                   

         "The accompanying  financial statements have been prepared assuming the
Company  will  continue as a going  concern.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described  in Note 6. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty."                                                   

         In Note 6 management has indicated the Registrant  will need additional
capital  to be  successful  in its  planned  activity  and  continuation  of the
Registrant as a going concern is dependent  upon  obtaining  additional  working
capital and the management of the Registrant has developed a strategy,  which it
believes will accomplish this objective through  additional equity funding,  and
long term financing,  which will enable the Registrant to operate in the future.
The  management  is  willing to  advance  the  necessary  funds,  comprising  of
assessment  payments on the Zeb Au claim ($1,200),  audit  ($1,500),  accounting
($500),  filing fees ($1,000),  transfer  agent fees ($1,200) and  miscellaneous
($500). The                                                                     

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advancement  of these  funds  will  maintain  the  Registrant  in good  standing
financially  for an  additional  year. To undertake an  exploration  program the
Registrant  will  require  additional  funds over and above the above  mentioned
funds. These funds might be obtained through  institutional  funding or the sale
of the  Registrant's  common  stock.  If  these  funds  cannot  be  raised,  the
Registrant  as  an  entity  might  cease  to  operate.  The  auditor  made  this
qualification  in his report in order to alter the reader that there is a chance
that the Registrant might not survive as a company without additional funds.    

         Management  does not  believe  the  Registrant's  operations  have been
materially affected by inflation.                                               

ITEM 3.           DESCRIPTION OF PROPERTY                                       

         The Zeb Au claim  consists of one 18 unit metric  (25.3  square  miles)
claim situated  within the Zeballos  mining camp near the town of Zeballos about
300 kilometers (186 miles) northwest of Victoria, British Columbia. The property
is 100 percent owned by The Zeballos Mining Company.                            

         The Zeballos mining camp was a significant  gold producer  between 1934
and 1948 and achieved total output figures of 287,811 ounces of gold and 124,700
ounces of silver  during  that  time.  Typically  gold and silver was mined from
high-grade  ore shoots in auriferous  quartz veins  averaging less than one foot
(30cm) wide along fairly  continuous  strike lengths.  The overall grade for the
camp was approximately 0.44 ounces gold per ton mined;  however the actual grade
of most veins before dilution from mining is much higher (> 1.0 oz/ton).        

         Gold-bearing  quartz veins  developed in shear zones near border phases
of intrusive  rocks and in adjacent  host rocks.  Shearing  patterns and related
planes of tension that developed in the intrusive bodies due to their structural
deformation  were important to the  localization  of economic  accumulations  of
gold.  High-grade  ore  shoots  formed  in  veins  and  tension  gashes  with an
orientation of  062(degree)/90.  In  quartz-sulphide  ores the amount of gold is
proportional  to  the  amount  of  sulphide  and  the  presence  of  galena  and
sphalerite.                                                                     

         Many of the mineralogical associations and structural patterns found in
the area of the former  producing  mines in the Zeballos mining camp are evident
in the area of the Zeb Au claim. Although gold-bearing veins on the property are
considered  to be too small or low grade to be economic  the  potential  for new
discoveries  is  possible.  An  exploration  program  including   reconnaissance
mapping,  geophysics  and  geochemical  sampling is recommended to determine the
extent of the  mineralizing  system on the Zeb Au property.  Further programs of
trenching and drilling are recommended  contingent on favorable  results of each
preceding exploration phase.                                                    

OFFICES                                                                         

         The Registrant's executive offices are located at 34 - 3387 King George
Highway, Surrey, British Columbia,  Canada. The office is located in the home of
the President of the Registrant. There is no charge to the Registrant for having
an office  there but an  imputed  charge of $600 has been  expensed  during  the
current period with an offsetting entry to capital contribution.  The Registrant
realizes it will  eventually  have to acquire office space of its own. No office
space has been selected to date.                                                

INCORPORATION IN THE STATE OF NEVADA                                            

         The Registrant  incorporated in the State of Nevada rather than British
Columbia  mainly due to the tax  reasons.  In British  Columbia  the  provincial
government  imposes a capital tax based on the number of issued and  outstanding
shares.  This is an annual  tax. In  addition  both the  Federal and            

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Provincial  Governments  impose tax on any profits made. This tax could range as
high as 51% of net income.  By having a Nevada based company the Registrant will
only be  subject  to a 15%  withholding  tax as set forth in the  Canada/ US Tax
Treaty. The State of Nevada has no corporate tax.                               

OTHER PROPERTY                                                                  

         The Registrant does not own any other property other than the rights to
the minerals located on the Zeb Au claim.                                       

PUBLIC ANNOUNCEMENTS                                                            

         The  Registrant has made no public  announcements  of any kind prior to
the filing of this Form 10-SB.                                                  

PATENTS, TRADEMARKS, LICENSES, ETC.                                             

         The  Registrant  does  not  have  any  patents,  trademarks,  licenses,
franchises, commissions, royalty payments or labor contracts.                   

RESEARCH AND DEVELOPMENT                                                        

         The  Registrant  has spent no money since  inception  on  research  and
development activities.                                                         

ITEM 4.           SECURITY OWNERSHIP OF CERTAIN                                 
BENEFICIAL OWNERSHIP AND MANAGEMENT         

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                               

         The following table sets forth certain  information with respect to the
beneficial  ownership  of each person who is known to the  Registrant  to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of June 30,
1999.                                                                           

                                                                [Download Table]


   (1)           (2)                         (3)                (4)     
  TITLE   NAME AND ADDRESS            AMOUNT AND NATURE       PERCENT   
    OF      OF BENEFICIAL               OF BENEFICIAL           OF      
  CLASS        OWNER                  OWNERSHIP (1),(2)      CLASS (2)  
  -----        ------                 -----------------      ---------  
                                                                        
Common   E. DEL THACHUK                      2,525,000 (i)        22.80%
Shares   34-3387 King Edward Highway                                    
         Surrey, B.C.                                                   
         Canada, V7S 2X7                                                

Common   JAMES BRUCE                         2,525,000 (ii)       22.80%
Shares   114-2274 Folkstone Way                                         
         West Vancouver, B. C                                           
         Canada, V7S 2X7                                                

-----------                                                                     

(1) As of June 30, 1999 there were 11,075,400 common shares outstanding.  Unless
    otherwise noted, the security ownership disclosed in this table is of record
and beneficial.                                                         

(2) Under Rule 13-d under the Exchange Act,  shares not  outstanding but subject
    to options,  warrants,  rights, conversion privileges pursuant to which such
    shares may be acquired in the next 60 days are deemed to be outstanding  for
the purpose of computing the percentage of                              

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    outstanding  shares  owned by the persons  having such  rights,  but are not
    deemed  outstanding  for the purpose of computing  the  percentage  for such
other persons.                                                          

(i)      Del Thachuk,  the President and Director of the  Registrant,  purchased
         for cash 2,500,000  shares at a price of $0.001 per share. In addition,
         Mr.  Thachuk  purchased for cash 25,000 shares at $0.10 per share.  All
         these shares were issued  pursuant to the exemption  from  registration
         under Section 4(2) of the Securities  Act of 1933, as amended.  Each of
         the share  certificates has the appropriate legend restricting its sale
and transfer.                                                 

(ii)     James  Bruce,  a  director  of  the  Registrant,   purchased  for  cash
         2,500,000 shares at a price of $0.001 per share. In addition, Mr. Bruce
         purchased  for cash 25,000  shares at a price of $0.10 per shares.  All
         these shares were issued  pursuant to the exemption  from  registration
         under Section 4(2) of the Securities  Act of 1933, as amended.  Each of
         the share  certificates has the appropriate legend restricting its sale
and transfer.                                                 

SECURITY OWNERSHIP OF MANAGEMENT                                                

         The following table sets forth certain  information with respect to the
beneficial  ownership of each officer and  director,  and of all  directors  and
executive officers as a group as of June 30, 1999.                              

                                                                [Download Table]

     (1)              (2)                          (3)              (4)   
    TITLE      NAME AND ADDRESS             AMOUNT AND NATURE     PERCENT 
      OF         OF BENEFICIAL                OF BENEFICIAL         OF    
    CLASS           OWNER                   OWNERSHIP (1),(2)    CLASS (2)
    -----           ------                  -----------------    ---------
                                                                          
Common      E. DEL THACHUK                        2,525,000 (3)   22.80%  
Shares      34-3387 King George Highway                                   
            Surrey, British Columbia                                      
            Canada, V4P 1B7                                               

Common      JAMES BRUCE                           2,525,000 (3)   22.80%  
Shares      114-2274 Folkstone Way                                        
            West Vancouver, B. C.                                         
            Canada, V7S 2X7                                               

Common     STACEY BLIGH                                 NIL        0.00%  
Shares     2406-1050 Burrard Street                                       
           Vancouver, British Columbia                                    
           Canada, V6Z 2S3                                                

           All officers and directors as a        5,050,000       45.60%  
              group (three persons)                                       

-----------                                                                     
(1) As of June 30, 1999, there were 11,075,400 common shares outstanding. Unless
    otherwise noted, the security ownership disclosed in this table is of record
and beneficial.                                                         

(2) Under Rule 13-d under the Exchange Act,  shares not  outstanding but subject
    to options,  warrants,  rights, conversion privileges pursuant to which such
    shares may be acquired in the next 60 days are deemed to be outstanding  for
    the purpose of computing the percentage of  outstanding  shares owned by the
    persons having such rights,  but are not deemed  outstanding for the purpose
    of computing the percentage for such other persons. None of the directors or
    officers  have  any  options,  warrants,  rights  or  conversion  privileges
outstanding.                                                            

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(3) Mr.  Thachuk is President  and a Director of the  Registrant  and one of the
    controlling  shareholders.  This stock is restricted  since it was issued in
    compliance with the exemption form registration provided by Section 4 (2) of
    the Securities  Act of 1933, as amended.  After this stock has been held for
    one (1) year,  Mr. Thachuk could sell a percentage of his shares every three
    months based on 1% of the outstanding stock. Therefore, this stock cannot be
sold except in  compliance  with the  provisions of Rule 144.           

    Mr.  Bruce  is a  Director  of the  Registrant  and  one of the  controlling
    shareholders.  This stock is  restricted  since it was issued in  compliance
    with the  exemption  form  registration  provided  by  Section  4 (2) of the
    Securities  Act of 1933, as amended.  After this stock has been held for one
    (1) year, Mr. Bruce could sell a percentage of his shares every three months
    based on 1% of the outstanding stock.  Therefore,  this stock cannot be sold
except in compliance with the provisions of Rule 144.                   

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

DIRECTORS AND EXECUTIVE OFFICERS                                                

         The following table identifies the Registrant's directors and executive
officers as of June 30, 1999.  Directors are elected at the Registrant's  annual
meeting of stockholders  and hold office until their  successors are elected and
qualified.  The  Registrant's  officers are  appointed  annually by the Board of
Directors and serve at the pleasure of the Board.                               

                                               TERM AS
                                              DIRECTOR
NAME               POSITION HELD               EXPIRES  
-------              -------------               --------   
E. Del Thachuk        President and Director            2000          

James Bruce           Director                          2000          

Stacey Bligh          Secretary Treasurer                --           

         DEL  THACHUK,  63,  has  been  the  President  and a  Director  of  the
Registrant since its inception.  Mr. Thachuk  graduated from Victoria  Composite
High School in Edmonton,  Alberta  before  spending  nine months  articling as a
chartered accountant student.  Subsequently Mr. Thachuk worked for two years for
the City of Edmonton as a surveyor  before  entering  professional  football for
four years. He was a player for London Lords in London, Ontario and subsequently
was hired by the Edmonton Eskimos.  From 1962 to 1969, Mr. Thachuk was owner and
president of Civic Tire & Battery  Ltd.  located in Olds,  Alberta.  His company
owned three tire shops and was in partnership with an additional two. Subsequent
to the sale of his  company he became a  contractor  for a short  period of time
during which time he build and sold five houses and approximately thirty pre-fab
homes. In 1971, Mr. Thachuk  commenced mining a placer gold property he owned in
Atlin,  British Columbia.  During the fifteen years he mined his placer property
he  extracted  in excess of 30,000  ounces of gold.  With the sale of the placer
property,  Mr.  Thachuk,  over the next five years,  entered into various mining
ventures  in Nevada,  Washington  State and British  Columbia.  During this same
period of time,  Mr.  Thachuk was president of Red Fox Minerals  Ltd., a company
listed for trading on the  Vancouver  Stock  Exchange.  In 1991,  he became part
owner and general  manager for Koben Sand & Gravel  which  employed 36 employees
and in its third year of operations had in excess of CDN $6,000,000 in sales. In
1994, Mr. Thachuk became a consultant for various  companies  until 1997 when he
incorporated and became  president of Mine A Max  Corporation,  a company called
for trading on the OTC Bulletin Board in United States.                         

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         JAMES  BRUCE,  71,  has been a  Director  of the  Registrant  since its
inception.  Mr. Bruce received a degree from the University of British  Columbia
in Agriculture in 1950.  After  graduation he became Vice President of Sales and
General  Manager  for  Imperial  School  Furniture  where he worked for 14 years
before  becoming Vice President of Sales for  Co-ordinated  Business  Interiors.
Subsequent to his departure  from  Co-ordinated  Business  Interiors he became a
registered  broker  for  Hemsworth  Turton  where his  responsibilities  were to
promote  equity  funding  for public and  private  companies.  In 1969 he became
President of White Water International and Inter-American Nickel Corp. which was
in the process of developing a water  purification  system. In 1972, he accepted
the  position  of  Senior  Account  Manager  for  Finning  Tractor  (Caterpillar
Distributor)  where he was employed  until 1981.  Since that time, Mr. Bruce has
been President and Chief Executive Officer for Newgen Environmental Systems Inc.
(formerly New Generation Power Corp.), a public company currently trading on the
Alberta Stock Exchange.                                                         

         STACEY BLIGH,  26, has been the Secretary  Treasurer of the  Registrant
since its inception.  She graduated from Edward Milne  Secondary  School in 1990
with the Dogwood  Diploma  after having  achieved the Honor Roll Status for four
consequent  years before  obtaining a position with Westport Design Centre where
her responsibilities  were preparing bid sheets for large development  projects,
job costing and co-coordinating activities with various departments. In 1992 she
attended the  University of Victoria for two years where she majored in Biology.
Subsequent  to leaving  university  Ms. Bligh became an assistant  appraiser for
D.R. Coell & Associates in Victoria, British Columbia where her duties comprised
proof  reading all  residential  property  appraisals  and  ensuring  that legal
matters were  attended to. In 1995 she moved to Whistler,  British  Columbia and
worked  for  Re/Max,  completing  all  closing  documentation  for  real  estate
projects. Subsequently she was employed by Whistler Resort Association where she
was  responsible  for food and beverage  accounting and supervising all staff at
functions involving cash sales.  Presently Ms. Bligh is employed by her personal
wholly-owned   company   undertaking   administrative  work  for  various  other
companies.                                                                      

         Mr. Edward Skoda was the  incorporating  director of the Registrant but
resigned as a director on March 15, 1999 due to moving permanently to Mexico. It
was felt in the best  interest  of the  Registrant  that the  current  directors
accept Mr. Skoda's  resignation since he would not be available to attend to the
affairs of the Registrant.                                                      

         None of the  Directors  or  Executive  Officers  work full time for the
Registrant,  but intend to devote such time as their  responsibilities  require.
None of the  Registrant's  Directors are currently  directors of other companies
registered  under the Securities and Exchange Act of 1934 except Del Thachuk who
is president and a director of Mine A Max Corporation,  a company trading on the
OTC Bulletin Board in the United States.                                        

         There are no family  relationships  between  the  directors,  executive
officers or with any person under  consideration for nomination as a director or
appointment  as an  executive  officer  of the  Registrant.  The  directors  and
officers of the Registrant act as promoters.  There are no other individuals who
act or are considered to be promoters for the Registrant.                       

ITEM 6.           EXECUTIVE COMPENSATION                                        

         None of the Registrant's  executive officers have received compensation
since the Registrant's inception.                                               

         The  following  table  sets forth  compensation  paid or accrued by the
Registrant during the period ended April 30, 1999 to the Registrant's  President
and shows compensation paid to any other officers or directors.                 

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                                     SUMMARY COMPENSATION TABLE (1999)

                                                        [Enlarge/Download Table]

                                                       LONG TERM COMPENSATION (US DOLLARS)           
                                                       -----------------------------------           
                       ANNUAL COMPENSATION                AWARDS               PAYOUTS               
                       -------------------                ------               -------               
           (a)           (b)         (c)      (e)      (f)           (g)          (h)          (i)   
                                             OTHER  RESTRICTED                              ALL OTHER
                                            ANNUAL    STOCK       OPTIONS/       LTIP        COMPEN- 
   NAME AND PRINCIPAL                        COMP.    AWARDS         SAR        PAYOUTS      SATION  
        POSITION        YEAR        SALARY    ($)      ($)           (#)          ($)          ($)   
      -----------      -----       -------    ---      ---           ---          ---          ---   
                                                                                                     
E. Del Thachuk          1999         -0-      -0-      -0-           -0-          -0-          -0-   
President and                                                                                        
     Director                                                                                        

James Bruce,            1999         -0-      -0-      -0-           -0-          -0-          -0-   
     Director                                                                                        

Stacey Bligh,           1999         -0-      -0-      -0-           -0-          -0-          -0-   
Secretary Treasurer                                                                                  


There has been no compensation  given to any of the Directors or Officers during
1999. There are no stock options  outstanding as at June 30, 1999 and no options
have been granted in 1999, but it is contemplated  that the Registrant may issue
stock  options  in the  future  to  officers,  directors,  advisers  and  future
employees.                                                                      

COMPENSATION OF DIRECTORS                                                       

         Members of the Board of Directors do not receive cash  compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.                                           

ITEM 7.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                

         The  Registrant  has never before filed a  prospectus  specified  under
Section 10(a) of the Securities Act of 1933 at this time. The Registrant  raised
funds  from  its  officers'  and  directors'  relatives,  friends  and  business
associates as more fully described below.                                       

Shares issued to Directors                                                      

         On March  14,  1999 the  directors  of the  Registrant  subscribed  for
5,000,000 shares at $0.001 per share for cash consideration  totaling $5,000. In
addition,  on March 27,  1999 both  directors  subscribed  for a further  25,000
shares each at $0.10 per share for a total consideration of $5,000.             

         The  breakdown  of the  shares  issued to these two  directors  at both
$0.001 per share and $0.10 per share is as follows:                             

E. Del Thachuk                     2,525,000 shares     
James Bruce                        2,525,000 shares     

         All the  above  noted  stock  is  restricted  since  it was  issued  in
compliance with the exemption from registration  provided by Section 4(2) of the
Securities Act of 1933, as amended. After this stock has been held for one year,
the holders of these shares of the  Registrant  could sell a percentage of their
shares  every  three  months  based  on 1%  of  the  outstanding  stock  in  the
Registrant.  Therefore,  this stock can be sold after the expiration of one year
in  compliance  with                                                            

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the  provisions  of Rule  144.  There are "stop  transfer"  instructions  placed
against this stock and a legend is imprinted on each stock certificate.         

Shares issued at $0.001 to non-directors and officers                           

         On March 16, 1999 the Registrant accepted subscription  agreements from
12 individual  corporations for a total number of 6,000,000 shares at a price of
$0.001 per  share.  All shares  were paid for in cash  which  amounted  to total
receipts of $6,000.  These shares were issued in  accordance  with the exemption
from registration  provided by Rule 504 of Regulation D of the Securities Act of
1933,  as amended and an  appropriate  Form D was filed in  connection  with the
issuance of these shares.  The names of the corporation,  the principal  officer
and the number of shares purchased for each corporation are listed below:       

                                                                [Download Table]

   NAME OF CORPORATION               PRINCIPAL                  NUMBER OF SHARES
   -------------------               ---------                  ----------------
                                                                                
Portsail Overseas Ltd.                Maria Scott                      535,000  
Flametree Properties Ltd.             Richard Smith                    540,000  
Lionus Productions Inc.               Michael Laidlaw                  550,000  
Principal Corp.                       Amir Sosa                        390,000  
Larkspur Limited                      Ronald Lui                       545,000  
Kingmoor Capital Ltd.                 Tracey Williams                  455,000  
Waterloo Investments Inc.             Clifford Wilkins                 525,000  
Ravensburg Kapital GmbH               Marie Gabb                       450,000  
Camaret Freres S.A.                   Joy Vernon-Godfrey               480,000  
Nova International Ltd.               Keith King                       500,000  
Viceroy Capital Inc.                  Jessica Garbutt                  500,000  
Strathaven International Inc.         David Finzer                     530,000  


Shares issued at $0.10 per share to other shareholders                          

         On or about March 27, 1999, the Registrant approved the issuance of the
following shares to individuals  listed below for the consideration of $0.10 per
share.  All shares  were paid for in cash for a total  consideration  of $2,540.
These shares were issued in  accordance  with the  exemption  from  registration
provided by Rule 504 of Regulation D of the  Securities  Act of 1933, as amended
and an  appropriate  Form D was filed in  connection  with the issuance of these
shares.                                                                         

                                     NUMBER OF
SHAREHOLDER                            SHARES   
-----------                           ----------
Glyn Hethey                                 1,000     
Robin Hethey                                1,000     
Charles Hethey                              2,000     
James Hethey                                2,000     
Colleen Watalla                               500     
Carol Krushnisky                            1,200     
Carrie Page                                   900     
John R. Krushnisky                          1,000     
Gordon Krushnisky                             800     
Jako Krushnisky                               750     
Steven Bruce                                1,500     
Linda Bruce                                 1,000     
Raymond Miller                                500     

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Mary Hethey                                 2,000     
Doris O'Brien                               1,000     
Auggnetha Quashie                             900     
Carrie Thachuk                                750     
Mike Thachuk                                  750     
John W. Walker                              1,200     
Carol Finley                                1,000     
Michael Kennaugh                              850     
Carsten Mide                                  600     
Raymond Contoli                               700     
Randy Contoli                                 500     
Raymond Levesque                            1,000     

         The directors and officers have  contributed and continue to contribute
time,  office space,  telephone,  and other  expenses,  without  compensation or
reimbursement.  The Registrant has given  recognition  to this  contribution  by
including them in expenses and crediting capital surplus the following amounts: 

Management fees                    $   1,000                        
Rent                                     600                        
Telephone                                200                        
             -------
           $   1,800

         Certain   directors  of  the  Registrant   are   directors,   officers,
stockholders and/or employees of other companies,  and conflicts of interest may
arise  between  their duties as directors of the  Registrant  and as  directors,
officers of other companies.  All such possible  conflicts will be disclosed and
the directors concerned will govern themselves in respect thereof to the best of
their ability in accordance with the obligations  imposed on them under the laws
of the State of Nevada.                                                         

         All   officers   and   directors   are   aware   of   their   fiduciary
responsibilities  under corporate law,  especially  insofar as taking advantage,
directly  or  indirectly,  of  information  or  opportunities  acquired in their
capacities as officers and directors of the  Registrant.  Any  transaction  with
officers or directors will only be on terms  consistent with industry  standards
and sound  business  practice in accordance  with the fiduciary  duties of those
persons to the Registrant,  and depending upon the magnitude of the transactions
and the absence of any  disinterested  board members,  the  transactions  may be
submitted  to  the  shareholders  for  their  approval  in  the  absence  of any
independent board members.                                                      

REPORTS TO SECURITIES HOLDERS                                                   

         Prior to filing this Form 10-SB,  the  Registrant has not been required
to deliver  annual  reports.  To the extent that the  Registrant  is required to
deliver  annual  reports to security  holders  through its status as a reporting
company,  the Registrant  shall deliver annual reports.  Also, to the extent the
Registrant is required to deliver  annual reports by the rules or regulations of
any exchange upon which the Registrant's shares are traded, the Registrant shall
deliver  annual  reports.  If the  Registrant is not required to deliver  annual
reports,  the Registrant  will not go to the expense of producing and delivering
such reports. If the Registrant is required to deliver annual reports, they will
contain audited financial statements as required.                               

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         Prior to the filing of this Form 10-SB,  the  Registrant  has not filed
reports with the Securities and Exchange Commission. Once the Registrant becomes
a reporting company,  management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate  proxy material will have to be
filed  as they  come  due.  If the  Registrant  issues  additional  shares,  the
Registrant may file additional registration statements for those shares.        

         The public may read and copy any material  which the  Registrant  files
with the Securities and Exchange Commission at the Commission's Public Reference
Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The public may obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission at  1-800-SEC-0330.  The  Commission  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).                       

YEAR 2000 COMPUTER PROBLEMS                                                     

         The  Registrant  is  dependent on computer  technology  in its business
operations even though it does not itself own any computers at the present time.
Nevertheless  every business and  professional  person the  Registrant  uses are
reliant on computers which reliance has a direct effect on the Registrant.      

         The "Year 2000 problem" arose because many existing  computer  programs
use only the last two digits of a year.  Therefore,  these computer  programs do
not  properly  recognize a year that begins  with "20"  instead of "19".  If not
corrected,  many computer  applications  could fail or create erroneous results.
The extent of the  potential  impact of the Year 2000  problem is not yet known,
and if not timely  corrected,  it could affect the global  economy.  No country,
government,  business,  or  person  is immune  from the  potential  far-reaching
effects of Year 2000 problems. Some estimates that include not only software and
hardware costs, but also cost related to business  interruption,  litigation and
liability, run into the hundreds of billions of dollars.                        

         The Registrant has determined  that the  consequences  of its Year 2000
issues are likely to be material,  in that a breakdown in the economy due to the
Year 2000 problem  might  endanger its chances of exploring  its property  since
assay companies,  geologists and report writers are reliant upon computers.  The
Registrant has:                                                                 

1.       investigated  computer  software for future  purchase  whereby the Year
         2000 issue has been addressed and  corrected.  The Registrant is in the
         state of readiness to purchase software,  if it proves to have resolved
         the  Year  2000  problem,  at the  time it  acquires  its own  computer
hardware.                                                     

2.       incurred  no cost,  as yet,  to address the Year 2000 issue but expects
         its costs in the  future  will be for the  purchase  of  computers  and
software which have resolved the Year 2000 problem.           

3.       acknowledged  the risk it  faces  with the  Year  2000  issue  from its
         geologists and professionals who have not addressed the Year 2000 issue
         and hence can no longer operate once the Year 2000 is upon the business
community.                                                    

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4.       a  contingency  plan in that it will  discuss with its  geologists  and
         professionals  their  contingency  plans and if they have not addressed
         the Year 2000 problem the  Registrant  will switch to other  geologists
         and  professionals  who have. There is no guarantee the Registrant will
         be successful in identifying  those geologists and professions who have
addressed the Year 2000 issue.                                

         In summary, the problem is a massive,  pervasive,  complex,  world-wide
phenomena that could,  in a worst-case  scenario,  totally shut down and destroy
the Registrant's business operations.                                           

         This  discussion  contains  forward-looking  statements  regarding  the
Registrant's Year 2000 problems and their effect on the Registrant.             

ITEM 8.           DESCRIPTION OF SECURITIES                                     

         The Registrant's  articles of incorporation  currently provide that the
Registrant is authorized to issue 200,000,000  shares of common stock, par value
$0.001 per share. As at June 30, 1999, 11,075,400 shares were outstanding.      

COMMON STOCK                                                                    

         Each holder of record of the  Registrant's  common stock is entitled to
one vote per share in the election of the  Registrant's  directors and all other
matters  submitted to the Registrant's  stockholders for a vote.  Holders of the
Registrant's  common stock are also  entitled to share  ratably in all dividends
when,  as, and if declared by the  Registrant's  Board of  Directors  from funds
legally  available  therefore,  and to share ratably in all assets available for
distribution to the Registrant's  stockholders  upon liquidation or dissolution.
There  are no  preemptive  rights  to  subscribe  to  any  of  the  Registrant's
securities,  and no conversion  rights or sinking fund provisions  applicable to
the common stock.                                                               

         Neither  the  Registrant's  articles  of  incorporation  nor its bylaws
provide  for  cumulative  voting.  Accordingly,  persons  who own or  control  a
majority of the shares outstanding may elect all of the Board of Directors,  and
persons owning less than a majority could be foreclosed from electing any.      

OPTIONS OUTSTANDING                                                             

         There are no outstanding  options.  It is the intention of the Board of
Directors to grant stock options to directors,  officers and future employees at
some time in the future.  At the present time no consideration has been given to
the granting of stock options.                                                  

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 PART 11

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

MARKET INFORMATION                                                              

         The Registrant's  stock is not presently traded or listed on any public
market. Upon effectiveness of the Registrant's  registration statement under the
Securities  Exchange Act of 1934, it is  anticipated  one or more broker dealers
may make a market in its securities over the counter, with quotations carried on
the National Association of Securities Dealers, Inc.'s "OTC Bulletin Board".    

         There is no  established  market  price  for the  shares.  There are no
common  shares  subject  to  outstanding   options  or  warrants  or  securities
convertible  into common equity of the Registrant.  The number of shares subject
to Rule 144 is 5,050,000.  Each share  certificate  has the  appropriate  legend
affixed  thereto.  There are no shares being offered to the public and no shares
have been offered pursuant to an employee benefit plan or dividend  reinvestment
plan.                                                                           

HOLDERS                                                                         

         The  approximate  number of record holders of the  Registrant's  common
stock as at June 30, 1999 is 39 of which two are directors of the Registrant.   

DIVIDENDS                                                                       

         The  Registrant  has never paid cash  dividends on its common stock and
does not intend to do so in the  foreseeable  future.  The Registrant  currently
intends to retain any earnings for the operation and expansion of its business. 

TRANSFER AGENT                                                                  

         The  Registrant's  transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.                                 

ITEM 2.           LEGAL PROCEEDINGS                                             

         There are no legal proceedings to which the Registrant is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.                                        

ITEM 3.           DISAGREEMENT WITH ACCOUNTANTS AND                             
FINANCIAL DISCLOSURE                        

         From  inception  to date,  the  Registrant's  principal  accountant  is
Andersen Andersen & Strong,  L.C. of Salt Lake City, Utah. The firm's report for
the period from inception to April 30, 1999 did not contain any adverse  opinion
or  disclaimer,  nor were there any  disagreements  between  management  and the
Registrant's accountants.                                                       

ITEM 4.           RECENT SALES OF UNREGISTERED SECURITIES                       

         From inception  through to June 30, 1999, the Registrant has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):                             

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(i)      Subscription for 5,050,000 shares by the Directors of the Registrant   

         On March 16,1999 the Registrant  approved the issuance to its directors
of 5,000,000  shares at a price per share of $0.001.  Mr. Thachuk,  President of
the Registrant,  purchased for cash 2,500,000 shares and Mr. Bruce,  Director of
the Registrant, purchased for cash 2,500,000 shares.                            

         On March 27, 1999 the Registrant approved the issuance of 25,000 shares
each to its two directors at a price of $0.10 per share.                        

         All of these shares are restricted since they were issued in compliance
with the exemption from registration  provided by Section 4(2) of the Securities
Act of 1933,  as  amended.  After  this  stock has been  held for one year,  the
Directors  could sell within a three month period a  percentage  of their shares
based on 1% of the outstanding  stock in the Registrant.  Therefore,  this stock
can be sold after the  expiration of one year in compliance  with the provisions
of Rule  144.  There are  "stop  transfer"  instructions  placed  against  these
certificates  and  a  legend  has  been  imprinted  on  the  stock  certificates
themselves.                                                                     

(ii)     Subscription for 6,000,000 shares at a price of $0.001 per share       

         On March 16, 1999, the Registrant  accepted  share  subscriptions  from
twelve  corporate  investors of a total of 6,000,000 shares at a price of $0.001
per share.  All shares  were paid for in cash which  resulted in proceeds to the
Registrant of $6,000.  These shares were issued in accordance with the exemption
from registration  provided by Rule 504 of Regulation D of the Securities Act of
1933, as amended,  and an  appropriate  Form D was filed in connection  with the
issuance of these shares.  All of these  corporations  reside outside the United
States  and none of the  principals  are  residents  or  citizens  of the United
States.                                                                         

(iii)    Subscriptions for 25,400 shares at a price of $0.10 per share          

         On  March  27,  1999,  the  Registrant   accepted   subscriptions  from
twenty-five  investors  in the  amount of 25,400  shares at a price of $0.10 per
share.  In all cases the  consideration  was cash.  These  shares were issued in
accordance  with  the  exemption  from  registration  provided  by  Rule  504 of
Regulation D of the Securities Act of 1933, as amended,  and an appropriate Form
D  was  filed  in  connection  with  the  issuance  of  these  shares.  All  the
shareholders live outside the United States and none are US citizens.           

ITEM 5.           INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

         Section  78.751  of the  Nevada  General  Corporation  Law  allows  the
Registrant  to indemnify  any person who was or is threatened to be made a party
to any threatened,  pending, or completed action, suit, or proceeding, by reason
of the fact that he or she is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director,  officer,  employee, or agent of any corporation,  partnership,  joint
venture,  trust, or other enterprise.  The Registrant's bylaws provide that such
person shall be indemnified and held harmless to the fullest extent permitted by
Nevada law.                                                                     

         Nevada law permits the  Registrant  to advance  expenses in  connection
with defending any such proceedings,  provided that the indemnitee undertakes to
repay any such  advances  if it is later  determined  that such  person  was not
entitled to be indemnified by the Registrant.  The  Registrant's  bylaws require
that the Registrant  advance such funds upon receipt of such an undertaking with
respect to repayment.                                                           

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         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that,  in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in such act, and is
therefore unenforceable.                                                        

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PART F/S

FINANCIAL STATEMENTS

    The following financial statements are filed with this Form 10-SB:

                                                        [Enlarge/Download Table]

                                                                                  Page
                                                                                  ----
                                                                                      
Report of Independent Certified Public Accountants                                 30 
Financial Statements of The Zeballos Mining Company                                   
        Balance Sheet as at April 30, 1999                                         31 
        Statement of Operations for the Period from March 4, 1999 (Date               
             of Inception) to April 30, 1999                                       32 
        Statement of Changes in Stockholders' Equity for the Period from              
             March 4, 1999 (Date of Inception) to April 30, 1999 33 Statement of      
        Cash Flows for the Period from March 4, 1999 (Date                            
             of Inception) to April 30, 1999                                       34 
        Notes to Financial Statements                                              35 

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                                                        [Enlarge/Download Table]


                                                                                           
ANDERSEN ANDERSEN & STRONG, L.C.                             941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board     Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA                             Telephone 801-486-0096
                                                                           Fax 801-486-0098
                                                                 E-mail Kandersen @ msn.com

Board of Directors                                                              
The Zeballos Mining Company                                                     
Vancouver B. C. Canada                                                          

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of The Zeballos Mining Company (a
development  stage  company) at April 30, 1999 and the statement of  operations,
stockholders'  equity, and cash flows for the period from March 4, 1999 (date of
inception) to April 30, 1999. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.                                 

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 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 financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of The Zeballos Mining Company at
April 30, 1999 and the results of operations, and cash flows for the period from
March 4, 1999 (date of inception) to April 30, 1999 in conformity with generally
accepted accounting principles.                                                 

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described  in Note 5. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.                                                    

Salt Lake City, Utah                          /s/  "Andersen Andersen & Strong" 
May 25, 1999                                                                    

A member of ACF International with affiliated offices worldwide 

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 BALANCE

APRIL 30, 1999
ASSETS                                                                          
CURRENT ASSETS                                                                  
    Cash                                                              $  9,845
    Accounts receivable                                                     50
                                                                      --------
          Total Current Assets                                           9,895
OTHER ASSETS                                                                    
    Mineral claims - Note 3                                                 --
                                                                      --------
                                                                      $  9,895

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                             

     Accounts payable                                                 $  3,390
                                                                      --------
           Total Current Liabilities                                     3,390
                                                                      --------
STOCKHOLDERS' EQUITY                                                            

Common stock                                                                    
200,000,000 shares authorized, at $0.001 par                        
     value; 11,075,400 shares issued and outstanding                    11,075
Capital in excess of par value                                            4,315 
Deficit accumulated during the development stage                         (8,885)
                                                                      --------
Total Stockholders' Equity                                                6,505 
                                                                      --------
                                                                      $  9,895
                                                                      ========

The accompanying notes are an integral part of these financial statements.      

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 STATEMENT OF OPERATIONS

 FOR THE PERIOD FROM MARCH 4, 1999
 (DATE OF INCEPTION) TO APRIL 30, 1999

SALES                                                              $         -- 
EXPENSES                                                                  8,885 
NET LOSS                                                           $     (8,885)
                                                                  ============

NET LOSS PER COMMON SHARE                                                       
     Basic                                                         $      (.001)
                                                                  ============

AVERAGE OUTSTANDING SHARES                                                      
    Basic                                                           11,030,000
                                                                  ============

The accompanying notes are an integral part of these financial statements.

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR THE PERIOD FROM MARCH 4, 1999 (DATE OF INCEPTION)

 TO APRIL 30, 1999

                                                        [Enlarge/Download Table]


                                                  COMMON STOCK           CAPITAL IN                 
                                              -----------------------     EXCESS OF     ACCUMULATED 
                                              SHARES            AMOUNT    PAR VALUE      DEFICIT    
                                              ------            ------    ---------      -------    
                                                                                                    
BALANCE MARCH 4, 1999 (date of inception)          --        $       --     $       --   $       -- 

Issuance of common stock for cash                                                                   
  at $.001 - March 14, 1999                 5,050,000             5,050             --           -- 

Issuance of common stock for cash                                                                   
   at $.001 - March 16, 1999                6,000,000             6,000             --           -- 

Issuance of common stock for cash                                                                   
    At $.10 - March 27, 1999                   25,400                25          2,515           -- 

Capital contribution - expenses                    --                --          1,800           -- 

Net operating loss for the period from                                                              
    March 4, 1999 to April 30, 1999                --                --             --       (8,885)
                                           ----------        ----------     ----------   ---------- 
BALANCE APRIL 30, 1999                     11,075,400        $   11,075     $    4,315   $   (8,885)
                                           ==========        ==========     ==========   ========== 

The accompanying notes are an integral part of these financial statements.

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 STATEMENT OF CASH FLOWS

 FOR THE PERIOD FROM MARCH 4, 1999
 (DATE OF INCEPTION) TO APRIL 30, 1999

CASH FLOWS FROM                                                                 
OPERATING ACTIVITIES:                                                 

Net loss                                                               $ (8,885)

Adjustments to reconcile net loss to                                            
net cash provided by operating                                          
activities:                                                             

    Change in accounts receivable                                           (50)
   Change in accounts payable                                            3,390
   Capital contributions - expenses                                      1,800
                                                                      --------
Net Cash From Operations                                                 (3,745)

CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                              --
                                                                      --------
CASH FLOWS FROM FINANCING                                                       
ACTIVITIES:                                                             

      Proceeds from issuance of common stock                            13,590
                                                                      --------

Net Increase in Cash                                                      9,845 
                                                                      --------
Cash at Beginning of Period                                                  -- 

Cash at End of Period                                                  $  9,845 
                                                                      ========
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES                          

Capital contributions - expenses                                       $  1,800 
                                                                      ========

The accompanying notes are an integral part of these financial statements.

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 NOTES TO FINANCLAL STATEMENTS

1. ORGANIZATION                                                                 

The Company was  incorporated  under the laws of the State of Nevada on March 4,
1999 with authorized common stock of 200,000,000 shares at $0.001 par value.    

The  Company was  organized  for the purpose of  developing  mineral  properties
however operations had not been started by the report date.                     

The Company is in the development stage.                                        

Since its  inception  the Company  has  completed a  Regulation  D offerings  of
11,075,400 shares of its capital stock for cash.                                

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES                                  

Accounting Methods                                                              

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.                                                                     

Dividend Policy                                                                 

The Company has not yet adopted a policy regarding payment of dividends.        

Income Taxes                                                                    

The Company has elected a fiscal year ending  December 31, and has not completed
an operating period and therefore has not filed an income tax return.           

Earning (Loss) Per Share                                                        

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding.                                          

Cash and Cash Equivalents                                                       

The Company considers all highly liquid  instruments  purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.     

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Foreign Currency Translation                                                    

The  transactions  of the  Company  completed  in  Canadian  dollars  have  been
translated to US dollars.  Assets and liabilities are translated at the year end
exchange  rates and the income and  expenses  at the  average  rates of exchange
prevailing during the period reported on.                                       

Amortization of Capitalized Mineral Lease Costs                                 

The Company will use the successful  efforts method to amortize the  capitalized
costs of any mineral  leases it acquires,  which provides for  capitalizing  the
purchase  price of the  project and the  additional  costs  directly  related to
proving  the  properties,  and  amortizing  these  amounts  over the life of the
mineral  deposit.  All other  costs will be expensed  as  incurred.  Unamortized
capitalized costs will be expensed if the property is proven to be of no value. 

Environmental Requirements                                                      

At the report date  environmental  requirements  related to the  mineral  claims
acquired  (note 3) are  unknown  and  therefore  an  estimate of any future cost
cannot be made.                                                                 

Financial Instruments                                                           

The carrying amounts of financial  instruments,  including cash, mineral leases,
and accounts  payable,  are considered by management to be their  estimated fair
values.  These  values are not  necessarily  indicative  of the amounts that the
Company could realize in a current market exchange.                             

Estimates and Assumptions                                                       

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.                                           

3.       MINERAL CLAIMS                                                         

The Company has  acquired one 18 unit metric  mineral  claim known as the Zeb Au
Claim claims located in the Zeballos mining area near the town of Zeballos about
300 kilometres  northwest of Victoria,  British Columbia with an expiration date
of February 29, 2000. The cost of staking and filing have been expensed.        

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 THE ZEBALLOS MINING COMPANY

 (A DEVELOPMENT STAGE COMPANY)

 NOTES TO FINANCLAL STATEMENTS (CONTINUED)

4. RELATED PARTY TRANSACTIONS                                                   

Related parties have acquired 45% of the common stock issued .                  

The  officers  and  directors  of the  Company are  involved  in other  business
activities and they may, in the future,  become involved in additional  business
ventures  which  also  may  require  their  attention.  If a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between  the  Company  and their  other  business  interests.  The  Company  has
formulated no policy for the resolution of such conflicts.                      

5. GOING CONCERN                                                                

The Company will need additional working capital to be successful in its efforts
to develop the mineral claims acquired and therefore continuation of the Company
as a going concern is dependent upon obtaining  additional  working  capital and
the  management of the Company has developed a strategy,  which it believes will
accomplish  this objective  through  additional  equity  funding,  and long term
financing, which will enable the Company to operate in the future.              

Management  recognizes  that, if it is unable to raise additional  capital,  the
Company cannot be successful in its efforts.                                    

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 PART II

ITEM 1.           INDEX TO EXHIBITS                                             

                                                        [Enlarge/Download Table]


EXHIBIT                                                                                                 
  NO.                                                                                                   
-----                                                                                                   
                                                                                                        

(2)      Charter and By-Laws                                                                            
         (a)      Certificate of Incorporation of The Zeballos Mining Company  (filed herewith, page 40)
         (b)      Bylaws (filed herewith, page 44)                                                      
(3)      Instruments Defining Rights of Securities Holders                                              
         (a)      Text of stock certificates for common stock (filed herewith, page 55)                 
(5)      Voting Trust Agreements                                                                        
                  None                                                                                  
(6)      Material Contracts                                                                             
         (a)      Not made in the ordinary course of business                                           
                  (i)      Transfer  Agent  and  Registrar   Agreement   between                        
                           Registrant and Nevada Agency & Trust Co., dated March                        
                           10, 1999 (filed herewith, page 56)                                           
(10)     Consent of experts and counsel                                                                 
         (i)      Consent  of  Andersen  Andersen  & Strong,  L.C.,  independent                        
                  certified public accountants (filed herewith, page 59)                                
(11)     Statement re computation of per share earnings                                                 
                  Not applicable                                                                        
(16)     Letter of change in certifying accountant                                                      
                  Not applicable                                                                        
(21)     Subsidiaries of the Registrant                                                                 
                  Not applicable                                                                        
(24)     Power of Attorney                                                                              
                  None                                                                                  
(99)     Addition Exhibits                                                                              
                  None                                                                                  


ITEM 2.           DESCRIPTIONS OF EXHIBITS                                      

[Attached, pages 40 through 59]         

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SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the Registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.                                  

                             THE ZEBALLOS MINING COMPANY
                              (Registrant)

                      By    /s/   "E. DEL THACHUK"
                                         -------------------------------------
                                  E. Del Thachuk
                                 President and  Director

                    By   /s/    "STACEY BLIGH"
                                         -------------------------------------
                                  Stacey Bligh
                                 Secretary Treasurer

                 Dated:    July 12, 1999

39  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
		2/29/00		36
		2/28/00		5
Filed on:		7/15/99
		7/12/99		39
		6/30/99		12		26			10QSB
		5/25/99		30
		4/30/99		4		34
		3/27/99		21		27
		3/16/99		22		27
		3/15/99		20
		3/14/99		21
		3/10/99		38
		3/4/99		3		35
		2/28/99		4
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