<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                 FORM 10-QSB

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

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (FEE REQUIRED)
     For the quarterly period ended March 31st, 2000
                               -------------------

( )  TRANSITION REPORT  PERSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from               to

     Commission  File  Number:   000-29941
                                 ---------



                               GEM PORPHYRY, INC.
                         ------------------------------
               (Exact name of Registrant as specified in charter)

          NEVADA                                          87-0643733
(State or other jurisdiction of incorporation)    (I.R.S.  EMPLOYER  ID  NO.)

350 Fifth Avenue, Suite 1413, New York, NY                        10118
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP  CODE)

                                 (212) 947-9009
                         (REGISTRANT'S TELEPHONE NUMBER)



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

          (1) Yes [x]  No [ ]            (2) Yes [x]  No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the last practicable date



         Class                          Outstanding as of March 31, 2000
        -------                         --------------------------------

        Common stock, $0.001                    319,800

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                                     INDEX

PART 1.                                                 Page Number
                                                        -----------

        ITEM 1. Financial Statements (unaudited)        3

                Balance Sheets                          4
                  March 31, 2000 and December 31, 1999

                Statements of Operations                5
                  For the three months ended
                  March 31, 2000 and 1999
                  and the period from July 13, 1994
                  to March 31, 2000

                Statements of Cash Flows                6
                  For the three months ended
                  March 31, 2000 and 1999
                  and the period from July 13, 1994
                  to March 31, 2000

                Notes to Financial Statements           7

        ITEM 2. Plan of Operations                      9

PART 11.        Signatures                              10

<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                          ---------------------------

                          ITEM 1. FINANCIAL STATEMENTS
                         -----------------------------

     The accompanying  balance sheets of Gem Porphyry,  Inc.  (development stage
company)  at March  31,  2000 and  December  31,  1999,  and the  statements  of
operations  for the three  months  ended  March 31, 2000 and 1999 and the period
from July 13, 1994 to March 31,  2000,  and the cash flows and the  statement of
stockholder'  equity for the three  months ended March 31, 2000 and 1999,and the
period from July 13, 1994 to March 31, 2000, have been prepared by the Company's
management  and  they  do not  include  all the  information  and  notes  to the
financial  statements  necessary  for a complete  presentation  of the financial
position,  results  of  operations,  cash  flows,  and  stockholders'  equity in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

     Operating results for the quarter ended March 31, 2000, are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2000.

<PAGE>

                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                      March 31, 2000, and December 31, 1999
                      -------------------------------------

                                        Mar 31          Dec 31
                                        2000            1999
                                        ------          ------

ASSETS

CURRENT ASSETS

        Cash                            $ -             $ -
                                        ------          ------
        Total Current Assets            $ -             $ -
                                        ======          ======

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

        Accounts Payable                $ -             $ -
                                        ------          ------
        Total Current Liabilities       $ -             $ -
                                        ======          ======

STOCKHOLDERS' EQUITY

        Common Stock
        100,000,000 shares authorized
        at $0.001 par value; 334,00
        shares issued and outstanding     334            334

        Capital in excess of par value    21,466         21,466

        Deficit accumulated during the   (21,800)       (21,800)
        Development Stage

        Total Stockholders' Equity
        (deficiency)                      _               -
                                        ------          -------
                                        $ -             $ -
                                        ======          ======

   The accompanying notes are an integral part of these financial statements

<PAGE>

                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                            STATEMENTS OF OPERATIONS
       For the Three Months Ended March 31, 2000, and 1999 and the Period
             July 13, 1994 (Date of Inception) to March 31, 2000
            -------------------------------------------------------

                Mar 31          Dec 31          July 13, 1994 to
                2000            1999            Mar 31, 2000
                ------          ------          ------------

REVENUES        $ -             $ -             $ -

EXPENSES          -             $ 6,800         $ 21,800
                ------          ------          ------------

NET LOSS        $ -             $(6,800)         $(21,800)
                ======          ======          ============

NET LOSS PER
COMMON SHARE

        Basic   $ -             $(.02)
                ------          ------

AVERAGE
OUTSTANDING
SHARES

        Basic   319,800         319,800
                -------         -------



   The accompanying notes are an integral part of these financial statements

<PAGE>


                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                            STATEMENTS OF CASH FLOWS
       For the Three Months Ended March 31, 2000, and 1999 and the Period
               July 13, 1994 (Date of Inception) to March 31, 2000
            -------------------------------------------------------
                Mar 31          Dec 31          July 13, 1994 to
                2000            1999            Mar 31, 2000
                ------          ------          ------------

CASH FLOWS:
OPERATING
ACTIVITIES

Net Loss        $ -             $(6,800)        $(21,800)
                ------          ------          ------------

Net cash used     -              (6,800)         (21,800)
in operations

CASH FLOWS:
INVESTING
ACTIVITIES      $ -             $ -             $ -
                ------          ------          ------------

CASH FLOWS:
FINANCING
ACTIVITIES

Common stock    $ -             $ 6,800         $ 21,800
                ------          ------          ------------

Net Increase
(Decrease) in
Cash            $ -             $ -             $ -
                ------          ------          ------------

Cash: Period
Begin           $ -             $ -             $ -
                ------          ------          ------------

Cash: Period
End             $ -             $ -             $ -
                ======          ======          ===========

   The accompanying notes are an integral part of these financial statements

<PAGE>
                               GEM PORPHYRY, INC.
                          (Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

1.     ORGANIZATION

     The Company was incorporated  under the laws of the State of Nevada on July
13, 1994 with  authorized  common  stock of  1,000,000  shares at a par value of
$0.01.  On September  13, 1999 the  authorized  capital  stock was  increased to
100,000,000 shares with a par value of $0.001.

     This report has been prepared using a par value of $.001 from inception.

     The  Company  is in the  development  stage  and has  been  engaged  in the
activity of seeking and  developing  mining  properties  and was inactive  after
1995.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

     At December 31, 1999, the Company had a net operating loss carry forward of
$21,800.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is  undeterminable
since the Company has no operations. The net operating loss will expire starting
in 2016 through 2020.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

     Basic  net  income  (loss)  per share  amounts  are  computed  based on the
weighted  average  number of shares  actually  outstanding.  Diluted  net income
(loss) per share  amounts are  computed  using the  weighted  average  number of
common shares and common  equivalent  shares  outstanding  as if shares had been
issued on the exercise of the preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the report.

Comprehensive Income
--------------------

     The Company adopted  Statement of Financial  Accounting  Standards No. 130.
The  adoption  of this  standard  had no impact on the  stockholder's  equity on
February 29, 1999.

Recent Accounting Pronouncements
--------------------------------

     The Company does not expect that the  adoption of other  recent  accounting
pronouncements will have a material impact on its financial statements.

Financial  Instruments
----------------------

     The carrying amounts of financial  instruments are considered by management
to be their estimated fair values.


<PAGE>


                               GEM PORPHYRY, INC.
                          ( A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -------------------------------------------



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

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.  RELATED  PARTY  TRANSACTIONS

     The statement of changes in  stockholder's  equity shows 334,000  shares of
common stock outstanding of which 74,000 shares were issued to related parties.

4.  GOING  CONCERN

     The Company will need  additional  working  capital to be successful in its
planned operations.

     Continuation  of the Company as a going concern is dependent upon obtaining
sufficient  working  capital and the  management  of the Company has developed a
strategy,  which it believes  will  accomplish  this  objective  through  equity
funding,  and long term  financing,  which will enable the Company to operate in
the coming year.

     There  can be no  assurance  that the  Company  can be  successful  in this
effort.

ITEM 2. PLAN OF OPERATIONS
--------------------------

     The Company's  management  intends to acquire interests in various business
opportunities which, in the opinion of management,  will provide a profit to the
Company but does not have the working capital to be successful in this effort.

     Continuation  of the Company as a going concern is dependent upon obtaining
the working  capital for its planned  activity and the management of the Company
has  developed a  strategy,  which they  believe  can obtain the needed  working
capital through  additional  equity funding and long term debt which will enable
the Company to pursue its objective.

Liquidity and Capital Resources
-------------------------------

     The Company  will need  additional  working  capital to finance its planned
activity.

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

     The Company has had no operations during this reporting period.

<PAGE>

PART 2 - SIGNATURES
-------------------

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

                              GEM PORPHYRY, INC.
                              (REGISTRANT)

                              /s/   David Zahner
                          BY:  -------------------------
                               PRESIDENT  AND  DIRECTOR

DATED:  01ST DAY OF JUNE,  2000