FORM 10-KSB
                                   -----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2000

                                                        OR

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


                        Commission file number 33-3492-D

       EUROPEAN AMERICAN RESOURCES, INC. (Formerly Merlin Mining Company)
             (Exact name of registrant as specified in its charter)

       Delaware                                                   87-0443214
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

13900 SW 24th Street, Davie, Fl                                     33325
----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (954)916-3874

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

                                      NONE
                                 --------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of  registrant's  knowledge,  in definite proxy or  information  statements
incorporated by reference in Part III of this Form 10-KB or any amendment to it.
[X]

As of March 31, 2001, the Issuer had outstanding 17,094,908 shares of its common
stock,  as  adjusted,  par  value  $0.0001  per  share.  As of March  31,  2001,
10,229,958  shares were held by non affiliates with an aggregate market value of
$2,077,705.










                                        1


<PAGE>



                                     PART I

Item 1. Business.
        ---------

        General Development of Business
        -------------------------------

     The Company was  incorporated  in the State of Delaware on July 6, 1987. We
are a Junior Mining Company.  Since inception,  the Company has acquired various
mining  rights  and has  held up to as many  as  approximately  6,700  patented,
unpatented  lode,  mill sites and placer  claims on certain  properties  located
throughout the State of Nevada.  During 2000 the Company  controlled 638 of such
claims at the beginning of the year,  approximately 192 of which were subject to
an appeal  with the IBLA for the  "overstaking"  by the same  mining  company in
which the Company has  entered  into an  "Earn-In,"  exploration  joint  venture
agreement,  Homestake  Mining  Company.  The joint  venture  agreement  included
provisions whereby we agreed to drop our appeal and we have agreed to forego the
192 claims in the Spring Valley region.  The Company has recorded a reduction to
resource properties of $116,736 in 1999, to reflect the removal of these claims.
During  the year  ended  December  31,  2000 the  Company  waived  its rights to
approximately  727 claims  and  received  a refund of  $391,333  of BLM fees for
claims and costs with an aggregate  carrying  value of $413,281,  resulting in a
$21,940 charge to operating expenses during the year ended December 31, 2000. At
December 31, 2000, the Company's  interest in the joint venture  contains 103 of
the 109 claims the Company now  controls.  Certain of these rights were acquired
by agreements to pay an aggregate  total royalty based upon various  percentages
of the net  profits  delivered  from the  properties  computed  by a  predefined
formula.  Since acquisition of these  properties,  the Company has not commenced
any extractive mining operations.

     Our current interest in the joint venture includes substantially all of the
claims the  Company  now  controls.  Over the past three  years the  Company has
primarily  concentrated its efforts on the 62 patented claims and mill sites and
47 unpatented claims in the Prospect  Mountain region,  which in May of 1998 the
Company renegotiated and closed title to these claims. The Company's claim sites
in this region are within  approximately  one mile of the Archimedes (Ruby Hill)
open  pit,  an  actively  producing  gold  mining  operation,  which is owned by
Homestake Mining Company.  On February 18th the Company agreed with Homestake to
a joint venture agreement whereby Homestake has committed to invest a minimum of
$2,000,000 to maintain,  explore or develop the area of interest  which includes
56 of  our 62  patented  claims  and 47 of our  unpatented  claims  as  well  as
approximately  30 claims they control.  In addition to the  excitement  over the
quantities  of  resources  exhibited  at  Homestake's  Archimedes  Open Pit, the
extraction costs are some of the lowest reported in the industry ($104 per ounce
in 1999 and $106 in 2000).  Although  this  provides no assurance in itself that
the joint venture claims in this region can provide similar results,  management
considers  this to be our best action to exploit its claims in this  region.  It
should be noted that these  claims are subject to a net smelter  agreement  with
the  former  sellers  (see  Commitments  included  in the  financial  statements
included in Item 13).

     The validity of the 47 remaining  unpatented  mining  claims are subject to
inherent  uncertainties.  Apart from 62  patented  lode  claims in the  Prospect
Mountain  region,  most of the  unpatented  claims are leased from the Bureau of
Land Management.  Such claims are located on federal land pursuant to procedures
established  by the General Mining Law of 1872, as amended.  Unpatented  claims,
when properly  located,  staked,  and posted  according to regulation,  give the
claimant possessory rights only. The cost of these claims are now being borne by
the joint venture.



                                        2


<PAGE>



     Possessory title to an unpatented  claim, when validly  initiated,  endures
unless  lost  through  abandonment  due to failure to perform  and file proof of
required annual assessment work,  through failure to timely record  conveyances,
or through a forfeiture  which  results from an adverse  location made while the
prior  location  is in  default  with  respect  to  the  performance  of  annual
assessment  work.  Because many of these factors involve findings of fact, title
validity  cannot be determined  solely from an  examination  of the record.  The
continuing validity of these claims is subject to many contingencies,  including
the  availability  of land for location at the time the  location was made,  the
making of valid mineral discoveries within the boundary of each claim compliance
with  all  regulations,  both  state  and  federal,  for  locating  claims,  the
performance of annual assessment work of $100 per year per claim, and the making
of required  annual and other filings with the Bureau of Land  Management  (BLM)
and the  county in which the  claims are  located.  Failure  to  perform  annual
assessment  work and failure to make required  filings  subjects the claimant to
forfeiture of rights  through valued  subsequent  locations by others or through
cancellation by the government agency involved.

     Title to  unpatented  claims and other  mining  properties  in the  western
United  States  typically  involves  certain  other  inherent  risks  due to the
frequently ambiguous conveyancing history  characteristics of such properties as
well as the  frequently  ambiguous  or  imprecise  language  of mineral  leases,
agreements, and royalty obligations.  The Issuer has not obtained title opinions
on all of its  claims,  during 1998 the  Company  did obtain  title  opinions in
connection with the 62 patented and 47 unpatented  claim sites,  acquired in May
of 1998.

     The  following  chart  sets forth the mining  claims  now  retained  by the
Issuer:

                                      TABLE
                                      -----
        EUROPEAN AMERICAN RESOURCES, INC. - MINING CLAIMS RETAINED AS OF
                                DECEMBER 31, 2000

                       Mining Approx.   State of Nevada             Number of
Project Name             District           County                   Claims

*Diamond Silverado
 (substantially all
  of which are
  included in joint
  venture)                Eureka            Eureka                47 (Plus 62 *
                                                                    Patents &
                                                                    Mill Sites)

                            TOTAL                                      103
                                                                       ===

*103 of these claims, including 56 patented claims and 47 unpatented claims in
the Diamond Silverado Project in Eureka have been contributed to the "Earn-In,"
exploration joint venture.

     During the year,  geological  results  indicate that the Company has yet to
prove its reserves,  however results have indicated the Company's claims do have
indications  that  productive  reserves for certain  claims are probable.  Since
these  claims  are not  proven,  estimates  of  their  potential  value  are not
available at this time.






                                        3


<PAGE>



     Description of Securities
     -------------------------

     The Issuer has 250,000,000 shares of common stock authorized at a par value
of $.0001; and 25,000,000 shares of convertible  preferred stock authorized at a
par value of $.0001, of which none are issued or outstanding.

     Competition
     -----------

     The Issuer faces  competition  in the mining field by companies in the same
sector of the business and in the same regions  where the Issuer  maintains  its
claims.  However,  such  competition,  as fierce as it may be, does not directly
effect the operations or  profitability of the Company as long as the claims are
maintained  with the BLM and the Issuer  proceeds with the  acquisition or joint
venture agreements in order to actively mine such claims.

     Employees
     ---------

     In 1999 and 2000 the  Company  compensated  2 and 1 person  as  contractual
consultants,  respectively.  Until active mining  operations are commenced,  the
present management has made a concerted effort to keep employee  compensation at
a minimum.


Item 2.  Properties.
         -----------

     The Company maintained its offices at 13900 SW 24th Street,  Davie, Florida
33325 and at 91 South Main Street, P.O. Box 1066, Eureka, NV 89316.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is from  time to  time  involved  in  various  claims,  legal
proceedings and complaints  arising in the ordinary  course of its business.  It
does not believe  that any  pending or  threatened  proceeding  related or other
matters,  or any amount which it may be required to pay by reason thereof,  will
have a material  adverse effect on the financial  condition or future results of
operations of the Company.

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

     None.



                                        4


<PAGE>



                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
         ----------------------------------------------------------------------

     (a) Market Prices of Common Stock
         ------------------------------
     The primary  market for our common stock is the Nasdaq OTC Bulletin  Board,
where it trades under the symbol "EPAR". The following table sets forth the high
and low closing bid prices for the shares for the periods  indicated as provided
by the NASD's OTCBB System.  The quotations shown reflect  inter-dealer  prices,
without retail mark-up,  mark-down,  or commission and may not represent  actual
transactions.

2000              First Quarter               $1.69                  $ .75
----
                  Second Quarter              $1.06                  $ .59
                  Third Quarter               $1.09                  $ .52
                  Fourth Quarter              $ .72                  $ .19

1999              First Quarter               $0.63                  $2.00
----
                  Second Quarter              $0.66                  $1.63
                  Third Quarter               $0.69                  $1.03
                  Fourth Quarter              $0.73                  $1.43

     (b) Shareholders.
         ------------
     As of March 31,  2001 the  Company had  17,904,908  shares of common  stock
outstanding, held by individual shareholders and brokerage firms and/or clearing
houses,  holding the Company's  common shares in street names for their clients.
The Company believes that there are approximately 1,930 beneficial owners of its
common stock.

     (c) Dividends.
         ---------
     The Company has not paid or declared  any  dividends  upon its Common Stock
since its inception and does not contemplate or anticipate  paying any dividends
upon its Common Stock in the foreseeable future.



                                        5


<PAGE>



Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         and Plan of Operations
         ----------------------

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors  which have  affected the Company'  financial  position and
operating  results during the periods included in the accompanying  consolidated
financial  statements,  as well as  information  relating  to the  plans  of the
Company's current management.

                              RESULTS OF OPERATIONS

Twelve Months Ended December 31, 2000 vs. December 31, 1999

     The Company  recorded a net loss of $1,206,761  for the year ended December
31, 2000 as compared to a loss of $849,812 for the year ended December 31, 1999.
This  represents a loss per common share of $.07 for 2000 vs. $.05 for 1999. The
primary  fluctuations  were the  decreases  in  stock  based  compensation  from
$112,350 in '99 to $85,313 in '00 and an increase of total other  expenses  from
$31,839 in '99 to $323,490 in '00.  Included  in  operating  costs for 1999 were
$116,736 of reductions in resource  property costs previously  capitalized which
were  charged to  operations  as a result of the Company  agreeing to forego 192
claims in the  Spring  Valley  region of  Eureka  in  connection  with the joint
venture  agreement.  During the year ended  December 31, 2000 the Company waived
its rights to approximately  727 claims and received a refund of $391,333 of BLM
fees for claims and costs with an aggregate carrying value of $413,281 resulting
in a $21,940  charge to operating  expenses in 2000.  In 1999 and again in 2000,
the  Company  reserved  $53,833  and  $267,500  against  its  claims on  foreign
investments which it has pursued for several years.  General and  administrative
expenses rose to $697,407 in 2000 as compared to $505,520 in 1999.

     The Company spent most of 1999 negotiating the "Earn-In", exploration joint
venture agreement, executed in February, 2000 with Homestake Mining Company. The
Company  maintained  its  patented and  unpatented  claims with the BLM while it
negotiated  to  attract  the  joint  venture  partner  for  all  of  its  mining
operations. On May 8, 1998, the Company entered into a significant commitment in
connection with its  acquisition of 62 patented and 47 unpatented  claims in the
Prospect  Mountain  region.  The Company's  geological  efforts focused on these
claims due to the success of it 1997 drilling program and Homestake's Archimedes
(Ruby Hill) pit (operation),  which is within  approximately one mile from these
claims of the Company. The Company is as excited about its proximity to the Ruby
Hill Pit as it is with the extractive costs cited by Homestake in the region.


Plan of Operations
------------------

     As of February  18, 2000,  the earn-in and joint  venture  agreements  with
Homestake Mining for an area of interest,  which contains 103 of EPAR's Prospect
Mountain   claims  were   finalized.   Homestake   also  agreed  to   contribute
approximately  30 claims in the area of  interest.  The joint  venture  plans to
obtain  mining  rights for  additional  claims  within the area of interest from
third  parties.  Homestake is the manager of the joint venture and has committed
to expend a $300,000  minimum on exploratory and development  costs in the first
round of the agreement by the end of 2000. In total,  Homestake has committed to
spend a minimum of $2,000,000 by the end of 2002 and in turn will be vested with
51% in the joint venture.  Upon the  completion of a feasibility  study with the
recommendation  to enter  mining,  Homestake  will then become 70% vested in the
joint venture, with the Company the holder of the remaining 30%.


                                        6


<PAGE>



     Management is looking  forward to working with Homestake  Miming to realize
its investment in the joint venture. Starting this Spring the Company expects to
announce certain preliminary results from Homestake's geological work during the
first year of the joint  venture.  The Company also plans to further  reduce its
debt and take on new  investors to have  sufficient  working  capital to explore
other ventures in the extraction industry,  or otherwise pursue other avenues to
enhance overall shareholder value.

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

     At December 31, 2000 the Company had a working capital deficit of $341,813.

     As a result of anticipated  capital  expenditures and operating  losses, we
may  raise   additional   capital  through  the  issuance  of  common  stock  to
sophisticated  investors in a transaction  exempt from registration  pursuant to
Rule 506 of Regulation D promulgated by the  Securities and Exchange  Commission
under the Securities Act of 1933 as well as the potential  assignment of certain
interests in the joint venture.  As a result of existing  credit  facilities and
potential private  offerings,  we anticipate  having sufficient  working capital
through the end of fiscal year ending 2001 and beyond. We believe the co-venture
with Homestake gives this project the substantial  backing needed to exploit the
Company's claims.

Forward looking and other statements
------------------------------------

     We  have  made  statements  in  this  document  that  are   forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations; (2) contain projections of our future results of operations
or of our fiscal condition; or (3) state other "forward looking" information.

     We  believe  it  is  important  to  communicate  our  expectations  to  our
investors.  However,  there may be events in the future  that we are not able to
accurately  predict or which we do not fully  control.  Important  factors  that
could cause actual results to differ materially from these expressed ;or implied
by our forward-looking statements,  include, but are not limited to those risks,
uncertainties and other factors discussed in this document.

     For further information visit the Company's website at "EPAR.COM".


     Inflation
     ---------

     The rate of inflation  has had little  impact on the  Company's  results of
operations  and is  expected  to not have a  significant  impact  on  continuing
operations.


Item 7. Financial Statement and Supplementary Data.
        -------------------------------------------

     See Item 13.


Item 8. Changes in and Disagreements with Accountants on Accounting and
        ---------------------------------------------------------------
        Financial Disclosure.
        ---------------------

     None.


                                        7


<PAGE>



                                    PART III

Item 9. Directors and Executive Officers of Registrant.
        -----------------------------------------------

     (a) Directors and Officers.  The following  schedule sets forth the name of
each  director and officer of the Company and the nature of all  positions,  and
offices with the Company presently held by them. Each director and officer,  has
been  elected by majority  vote as of October  26, 2000 and  February 7, 2001 at
special shareholders meetings.

     The executive officers and directors of the Company are as follows:

           Name                           Position Held
           -------------------            --------------
           Mark Beloyan                   President & CEO
           John Sgarlat                   Director
           Evangelos Kechayans            Director

     Mark  Beloyan is licensed  with the SEC,  NASD,  and state  agencies.  Mark
Beloyan has over 15 years experience as an Investment executive and a broker. He
is the President of Beloyan Investment Securities, Inc., a fully licensed broker
dealer.  He is a  graduate  of Temple  University  with a Bachelor  of  Business
Administration majoring in marketing and management. He has worked in the public
arena as a stockbroker,  and investment banker, has participated in many private
placements  and has done  various  mergers/acquisitions.  Mr.  Beloyan is also a
Member of the NASD Board of Arbitrators.

     John Sgarlat is a graduate of Villanova University,  Magnum Cum Laude, with
a Bachelor of Arts in Philosophy. He also attended a three year graduate program
at the  University of  Pennsylvania/Wharton  School of Finance.  Mr.  Sgarlat is
presently the president of e-Content  Inc., a producer of childrens'  television
programs and educational marketing programs for public broadcasting stations. He
also worked as a registered  representative with Hornblower and Wheels. In 1974,
he became  Director  of  Marketing  for  Elkins  and  Company,  a New York Stock
Exchange firm. Mr.  Sgarlat has extensive  experience in investment  banking and
the media industries.

     Evangelos Kechayans, is a mechanical/marine  engineer who resides in Athens
Greece,  educated  at  Brooklyn  Polytechnic  Institute  and  is  currently  the
president  and  managing  director of Metrix  Systems S.A. He has also worked in
Greece as a project management consultant for major projects such as the Kavalla
Oil Refinery Project and Salarris Navy Underground Tanks. Mr. Kechayans has also
worked for Pelasgus Corp. and  Martechnics  Ltd where he was the general manager
for both companies.




                                        8


<PAGE>



Item 10. Executive Compensation.
         ----------------------

         The following table sets forth the renumeration paid or accrued by the
Company during the fiscal year ending December 31, 2000, to each of its Chief
Executive Officer, its officers and directors, and to all officers and directors
as a group.


                                                                Securities of
                                                  Salaries         Property
                                               Management Fees     Insurance
Name of Individual                             Directors' Fees    Benefits or
or Number of Persons         Capacities in     Commission and     Repayment of
in Group                     Which Served         Bonuses      Personal Benefits
----------------------       -------------     --------------  -----------------
Mark Beloyan                 Director/CEO/  (1)      -                  -
                             President

Barry Klein                  Director/CEO/  (2)    $ 17,775             -
                             Interim
                             President

Martin Sportschuetz          Director/CEO/  (3)    $ 42,000       105,000 shares
                             President

Dale M. Hendrick             Director/      (4)      -                  -
                             Chairman

Robert C. Bryce, P.Eng       Director       (4)                         -

John Sgarlat                 Director                -                  -

Evangelos Kechayans          Director                -                  -
                                                  -------     ------------------

Officers and Directors
as a group                   -                   $ 59,775     105,000 shares
                                                 ========     =======

                                                              $ 6,296 Health (3)
                                                              ======= Benefits

(1)      Effective February 7, 2001
(2)      Interim President from October 26 through February 7, 2000
(3)      President through October 26, 2000.
(4)      Resigned, effective April 4, 2001.




                                        9


<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

     The  following  table sets forth the number of Common Shares of the Company
owned by record,  or to the  knowledge  of the  Company,  beneficially,  by each
Director of the Company  and by each person  owning five  percent or more of the
Company's outstanding shares, as of March 31, 2001.

                                     Amount and
                                     Nature of
                                     Beneficial                 Percentage of
Name and Address                      Ownership                  Class Owned
----------------               ----------------------------     ------------

Mark Beloyan (1)               250,000      President & CEO         1.5%
Florida Resident

Martin Sportschuetz            715,000      Former Chairman &       4.2%
Florida Resident                             President

Dale M. Hendrick, P. Eng.      375,500      Former Technical        2.1%
Canadian Resident                            Director

Carl Leaman (2)                111,400      Former Director          .7%
Georgia Resident

John Sgarlat                         0      Director                  0%
Florida Resident

Evangelos Kechayans                  0      Director                  0%
Athens, Greece

George Whitney (3)           2,870,000      Shareholder            16.8%
                             ---------                           -------
Florida Resident

Total                        4,321,900                             25.3%
                             =========                           =======


(1)  Includes  restricted  200,000 shares issued on April 10, 2001 in connection
     with his employment contract.

(2)  Includes 90,000 shares held by First Leaman Family Trust

(3)  Includes  670,000  held by Hi Point  Corp.,  a  company  owned  100% by Mr.
     Whitney.  Includes  1,500,000  shares  issued  on  April  10,  2001 for the
     cancellation of certain debt and options held by Mr. Whitney.




                                       10


<PAGE>



Item 12. Certain Relationships and Related Transactions
         ----------------------------------------------

     Amounts due to related  party at December  31,  1997  represented  cash and
expense advances by a company  affiliated with a stockholder and director of the
Company totaling  $134,093 after the reduction of $250,000 for 357,143 shares to
be issued. During 1997 the company paid $30,480 for interest on this obligation.

During 1997, the Company  retired  2,187,500  shares of common stock in exchange
for distribution rights valued at $437,500.

Additionally,  in 1997 the  Company  sold  2,075,000  shares  during the year in
private  transactions  for  $1.00 a  share,  which,  net of  offering  costs  of
$109,925,  generated  net proceeds to the Company of  $1,265,075  and a $700,000
stock subscription receivable, which was collected on March 4, 1998.

Also in 1997,  the Company  issued 400,000 shares to the president in connection
with his employment agreement.

In 1997,  the Company  issued  250,000  shares to an  affiliate  for  investment
banking services which were valued at $1.16 or $290,000.

In 1997,  the  Company  issued  25,000  shares to a finder,  valued at $1.00 per
share, with a like amount charged to additional paid in capital.

In March 1998, the Company issued 750,000 shares to an affiliate for exploration
and reactivation services performed through December 31, 1997 valued at $.70 per
share.

The Company  issued  105,000  shares of common stock to the  President in May of
1998 valued at $.85 per share, or $89,250, based upon their market value subject
to Rule  "144"  restrictions.  Of this  amount  $44,625  was  added to  resource
properties and $44,625 was recorded as stock based  compensation  based upon the
Company's estimate of where the president directed his efforts.

The Company  also  agreed to issue  105,000  shares to a  director,  provided he
remained  employed by the Company through April 30, 1999. The director  resigned
from  employment  in an effort to curtail  expenses,  and  remains as a director
today. The Company issued 90,000 restricted shares, valued at $.85 per share, or
$69,300,  based upon their market value subject to Rule "144"  restrictions.  Of
this amount,  $34,650 was added to resource  properties and $34,650 was recorded
as stock based compensation.

During June of 1998 the Company advanced this investor $60,000 at 8% interest of
which $50,000 was repaid during the year leaving a balance of $12,234  including
accrued  interest.  During the year ended December 31, 1998 the Company recorded
$2,234 of interest income from this loan.

The Company  issued 400,000  restricted  shares to the chairman and director for
services  during the year ended  December 31, 1998,  valued at $.77 per share or
$308,000,  based upon their market value subject to Rule "144" restrictions.  Of
this amount $154,000 was added to resource  properties and $154,000 was recorded
as stock based compensation.

Effective  May 1999,  the Company  issued  105,000  shares of common  stock to a
former  president  valued at $1.08 per share or  $112,350,  which as included in
stock based compensation expense for 1999.

Effective  May 2000,  the Company  issued  105,000  shares of common  stock to a
former  president  valued at $.8125 per share, or $85,313,  which is included in
stock based compensation.

                                       11


<PAGE>



In  November  2000,  the  Company  issued  300,000  shares  in  connection  with
consulting services.

On April 10, 2001, the Company issued 1,500,000  shares,  valued at $346,669 for
the forgiveness of notes and accrued  interest through that date. For accounting
purposes these shares are treated as outstanding on December 31, 2000.

In April 2001, the Company  issued  200,000  shares to its current  president in
connection with his management consulting agreement.







                                       12


<PAGE>



                                     PART IV



Item 13. Exhibits, Financial Statement Schedules.
         ----------------------------------------

     (1) The following financial  statements are included herein and commence on
page F-1 as follows:




Independent Auditors' Report - Schuhalter, Coughlin & Suozzo, LLC            F-1

Balance Sheet, December 31, 2000                                             F-2

Statement of Operations, for the Two Years Ended December 31, 2000
         and From July 6, 1987 (Date of Inception) to December 31, 2000      F-3

Statements of Changes in Stockholders' Equity From Inception on
         July 6, 1987 through December 31, 2000                              F-4


Statement of Cash Flows for the Two Years Ended December 31, 2000
         and from July 6, 1987 (Date of Inception) to December 31, 2000      F-8

Notes to Consolidated Financial Statements                                  F-10






                                       12


<PAGE>





                          INDEPENDENT AUDITORS' REPORT





Board of Directors
European American Resources, Inc.
13900 SW 24th Street
Davie, FL  33725


We have audited the accompanying  balance sheet of European American  Resources,
Inc.  (an  Exploration  Stage  Company) as of December  31, 2000 and the related
statements of  operations  for the two years then ended,  shareholders'  deficit
accumulated  during the Exploration  Stage, and for the period from July 6, 1987
(Date of Inception)  through  December 31, 2000 and the statements of cash flows
for the two years ended December 31, 2000.  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 from
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the accounting  principals  used and  significant  estimates made by
management,  as well as evaluating the overall 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 European American  Resources,
Inc. at December 31, 2000 and the results of their operations and cash flows for
the year then ended in conformity with generally accepted accounting principles.




                                       /s/ Schuhalter, Coughlin & Suozzo, LLC
                                       --------------------------------------
                                           Schuhalter, Coughlin & Suozzo, LLC


Raritan, New Jersey

April 10, 2001




                                                                             F-1


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2000


      Assets

Current Assets
 Cash and cash equivalents                                         $        147
 Prepaid expenses                                                        25,000
                                                                   ------------

      Total Current Assets                                               25,147

Exploration joint venture                                             2,380,265

Property and equipment, at cost, net of accumulated
 depreciation of $7,205                                                   5,315

Other Assets
 Other Assets                                                               500
                                                                   ------------

      Total Other Assets                                                    500
                                                                   ------------

      Total Assets                                                 $  2,411,227
                                                                   ============


     Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable and accrued expenses                                  366,960
                                                                   ------------

      Total Current Liabilities                                         366,960

Commitments                                                                --

Other liabilities, related parties, expected to be
  converted to equity                                                   201,735

Stockholders' Equity
 Preferred stock; $.0001 par value, 25,000,000 shares
    authorized, no shares issued or outstanding                            --
 Common stock; $.0001 par value, 250,000,000 shares
    authorized, 18,194,908 shares issued
    and outstanding                                                       1,819
 Additional paid in capital                                          11,502,425
 Deficit accumulated during the exploration stage                    (9,661,762)
                                                                   ------------

      Total Stockholders' Equity                                      1,842,532
                                                                   ------------

      Total Liabilities and Stockholders' Equity                   $  2,411,227
                                                                   ============






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


                                                                             F-2


<PAGE>
<TABLE>
<CAPTION>

                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                             From
                                                                         July 6, 1987
                                                                           (Date of
                                              For the Years Ended        Inception) to
                                                   December 31,           December 31,
                                              1999            2000            2000
                                          ------------    ------------    ------------
<S>                                      <C>              <C>             <C>
Revenues

  Sales                                   $       --      $       --      $     29,028
                                          ------------    ------------    ------------

Operating Expenses
 Operating costs                               193,536          98,047       3,960,767
 General and administration                    505,520         697,407       3,254,934
 Depreciation and amortization                   6,567           2,504         326,531
 Stock based compensation                      112,350          85,313       1,347,938
 Royalty Expense                                  --              --            43,960
                                          ------------    ------------    ------------

   Total Operating Expenses                    817,973         853,308       8,934,130
                                          ------------    ------------    ------------

Loss from operations                          (817,973)       (853,308)     (8,905,102)

Other Income (Expense)
 Interest income                                  --              --           316,963
 Interest expense                              (25,423)        (55,990)       (194,513)
 Settlement (expense) income                    50,000            --             3,516
 Loss on the sale of assets                     (2,583)           --           (14,755)
 Earnings on managed foreign investment           --              --           190,569
 Net realized losses on marketable
   securities                                     --              --          (256,668)
 Gain on cancellation of long term
   debt-related party                             --              --           500,000
 Loss on write off related party
   receivable                                     --              --           (15,980)
 Reserve for claim on foreign
   investment                                  (53,833)       (267,500)     (1,285,792)
                                          ------------    ------------    ------------

    Total Other Income (Expense)               (31,839)       (323,490)       (756,660)
                                          ------------    ------------    ------------

Loss before income taxes                      (849,812)     (1,206,761)     (9,661,762)

Income tax expense                                --              --              --
                                          ------------    ------------    ------------

Net Loss                                  $   (849,812)   $ (1,206,761)   $ (9,661,762)
                                          ============    ============    ============

Basic Loss Per Common Share               $       (.05)   $       (.07)
                                          ============    ============

Average Common Shares Outstanding           16,297,295      16,556,038
                                          ============    ============





</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>



                            EUROPEAN AMERICAN RESOURCES, INC.
                             (AN EXPLORATION STAGE COMPANY)
                            STATEMENT OF STOCKHOLDERS' EQUITY
                FROM INCEPTION ON JULY 6, 1987 THROUGH DECEMBER 31, 2000

                                                                                 Deficit
                                                                               Accumulated
                                                                   Additional   During the
                                               Common Stock          Paid In    Exploration
                                           Shares       Amount       Capital       Stage
                                         ----------   ----------   ----------   ----------
<S>                                      <C>          <C>          <C>          <C>
Balance, July 6, 1987                          --     $     --     $     --     $     --

Shares issued to officers
 and directors of the
 Company and other
 individuals, for cash July
 through September, 1997                  1,000,000          100      371,783         --

Net loss for the period
 ended December 31, 1987                       --           --           --        (95,060)
                                         ----------   ----------   ----------   ----------

Balance, December 31, 1987                1,000,000          100      371,783      (95,060)

Effect of recapitalization
 of Paradise Valley Mining,
 Inc. on March 11, 1988                   1,000,000          100      200,418         --

Shares sold by private
 placement for cash at $1.00
 per share in July, 1988,
 net of $4,808 in offering
 costs                                      151,000           15      146,177         --

Shares sold by private
 placement for cast at $0.33
 per share in October, 1988                 150,000           15       49,985         --

Net loss for the year ended
 December 31, 1988                             --           --           --       (275,547)
                                         ----------   ----------   ----------   ----------

Balance, December 31, 1988                2,301,000          230      768,363     (370,607)

Shares sold by private placement
 for cash at $10.00 per share during
 April through June 1989, net of
 $518,576 in offering costs                 429,374           43    3,774,785         --

Shares issued in payment of
 interest at $10.00 per
 share during April and May 1989              2,991         --         29,918         --

Net loss for the year ended
 December 31, 1989                             --           --           --       (463,583)
                                         ----------   ----------   ----------   ----------

Balance, December 31, 1989                2,733,365   $      273   $4,573,066   $ (834,190)
                                         ----------   ----------   ----------   ----------


</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-4


<PAGE>
<TABLE>
<CAPTION>



                          EUROPEAN AMERICAN RESOURCES, INC.
                           (AN EXPLORATION STAGE COMPANY)
                          STATEMENT OF STOCKHOLDERS' EQUITY
              FROM INCEPTION ON JULY 6, 1987 THROUGH DECEMBER 31, 2000

                                                                          Deficit
                                                                        Accumulated
                                                            Additional   During the
                                      Common Stock           Paid In     Exploration
                                  Shares        Amount       Capital        Stage
                               -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>
Balance, January 1, 1990         2,733,365   $       273   $ 4,573,066   $  (834,190)

Net loss for the year ended
 December 31, 1990                    --            --            --      (1,620,689)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1990       2,733,365           273     4,573,066    (2,454,879)

Net loss for the year ended
 December 31, 1991                    --            --            --        (477,967)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1991       2,733,365           273     4,573,066    (2,932,846)

Shares sold by private
 placement for cash at
 $.2714 per share during
 September, 1992                 7,000,000           700     1,899,300          --

Net loss for the year ended
 December 31, 1992                    --            --            --        (694,935)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1992       9,733,365           973     6,472,366    (3,627,781)

Net loss for the year ended
 December 31, 1993                    --            --            --        (730,281)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1993       9,733,365           973     6,472,366    (4,358,062)

Net loss for the year ended
 December 31, 1994                    --            --            --        (332,383)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1994       9,733,365           973     6,472,366    (4,690,445)

Net loss for the year ended
 December 31, 1995                    --            --            --        (249,838)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1995       9,733,365           973     6,472,366    (4,940,283)
 net loss for the year ended
 December 31, 1996                    --            --            --        (116,786)
                               -----------   -----------   -----------   -----------

Balance, December 31, 1996       9,733,365   $       973   $ 6,472,366    (5,057,069)
                               -----------   -----------   -----------   -----------

</TABLE>












The accompanying notes are an integral part of these financial statements.
                                                                             F-5


<PAGE>
<TABLE>
<CAPTION>



                             EUROPEAN AMERICAN RESOURCES, INC.
                              (AN EXPLORATION STAGE COMPANY)
                             STATEMENT OF STOCKHOLDERS' EQUITY
                 FROM INCEPTION ON JULY 6, 1987 THROUGH DECEMBER 31, 2000

                                                                                 Deficit
                                                                               Accumulated
                                                                Additional     During the
                                         Common Stock             Paid In      Exploration
                                     Shares         Amount        Capital         Stage
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Balance, January 1, 1997            9,733,365    $       973    $ 6,472,366    $(5,057,069)

Retirement of shares for
 distribution rights               (2,187,500)          (219)      (437,281)          --

Shares sold for $1.00 per
 share in private place-
 ments during the year,
 net of $109,925 offering
 costs                              2,075,000            208      1,964,867           --

Shares issued for services
 in connection with the
 employment agreement of
 the former president
 valued at $1.00                      400,000             40        399,960           --

Shares issued for
 cancellation of debt to
 related party, valued at
 $.70 per share                       357,143             36        249,963           --

Shares issued for exploration,
 market making services and
 reactivation services rendered
 through December 31, 1997,
 valued at, $1.16, $1.00 and
 $.70 per share                     1,025,000            102        814,898           --

Net loss for the year
 ended December 31, 1997                 --             --             --       (1,380,330)
                                  -----------    -----------    -----------    -----------

Balance, December 31, 1997         11,403,008    $     1,140    $ 9,464,773    $(6,437,399)
                                  -----------    -----------    -----------    -----------

</TABLE>




The accompanying notes are an integral part of these financial statements.
                                                                             F-6


<PAGE>
<TABLE>
<CAPTION>



                             EUROPEAN AMERICAN RESOURCES, INC.
                              (AN EXPLORATION STAGE COMPANY)
                             STATEMENT OF STOCKHOLDERS' EQUITY
                 FROM INCEPTION ON JULY 6, 1987 THROUGH DECEMBER 31, 2000

                                                                                 Deficit
                                                                                Accumulated
                                                                Additional      During the
                                        Common Stock              Paid In       Exploration
                                   Shares           Amount        Capital           Stage
                                ------------    ------------    ------------    ------------
<S>                             <C>             <C>             <C>             <C>
Balance, January 1, 1998          11,403,008    $      1,140    $  9,464,773    $ (6,437,399)

Shares issued for services
 and additions to resource
 properties at $1.21, $.85
 and $.77                            995,900             100         834,715            --

Shares issued to retire
 distribution rights and
 settlement                        4,156,250             416         833,569            --

Retirement of shares in
 connection with termination
 of employment agreement with
 the former president               (350,000)            (35)       (349,965)           --

Net loss for the year ended
 December 31, 1998                      --              --              --        (1,167,790)
                                ------------    ------------    ------------    ------------

Balance, December 31, 1998        16,205,158           1,621      10,783,092      (7,605,189)

Shares issued for services
 and additions to resource
 properties at $1.08 and
 $ 80                                160,000              16         156,334            --

Retirement of shares in
 connection with termination
 of employment agreement
 with the former president           (49,750)             (5)        (49,995)           --

Net loss for the year ended
  December 31, 1999                     --              --              --          (849,812)
                                ------------    ------------    ------------    ------------

Balance, December 31, 1999        16,314,908           1,632      10,889,431      (8,455,001)

Shares issued for services
 at $.73 and $.67                    380,000              37         266,525            --

Shares issued to settle loan       1,500,000             150         406,519            --

Net loss for the year ended
  December 31, 2000                     --              --              --        (1,206,761)
                                ------------    ------------    ------------    ------------

Balance, December 31, 2000        18,194,908    $      1,819    $ 11,562,475    $ (9,661,762)
                                ============    ============    ============    ============

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-7


<PAGE>
<TABLE>
<CAPTION>



                          EUROPEAN AMERICAN RESOURCES, INC.
                              STATEMENTS OF CASH FLOWS
                           (AN EXPLORATION STAGE COMPANY)
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



                                                                            From
                                                                        July 6, 1987
                                                                          (Date of
                                                For the Years Ended      Inception) to
                                                    December 31,         December 31,
                                               1999           2000           2000
                                            -----------    -----------    -----------
<S>                                         <C>            <C>           <C>
Cash Flows Operating Activities

  Net Loss                                  $  (849,812)   $(1,206,761)   $(9,661,762)

Adjustments to reconcile net loss
 to net cash provided (used) by operating
 activities:
 Depreciation and amortization                    6,567          2,504        326,531
 Reserve for claim on foreign
  investment                                     53,833        267,500      1,285,792
 Issuance of common stock charged
  to expense                                    112,350        266,563      1,675,672
 Adjustments to resource properties
  charged to operations                         116,736          1,933      1,742,979
 Loss on the sale of fixed assets                 2,573           --           14,755
 Earnings on managed foreign
  investment                                       --             --         (190,569)
 Losses on marketable securities                   --             --          156,668
 Gain on cancellation of long term
  debt - related party                             --             --         (500,000)
 Loss on write off - related party
  receivable                                       --             --           15,980

 Changes in assets and liabilities:
   (Increase) decrease in prepaid
     expenses                                      --           27,533        (25,000)
   (Decrease) increase in accounts
      payable and accrued expenses               76,163        135,110        366,960
   (Increase) decrease in other assets           (7,356)        51,664           (500)
   (Increase) decrease in deferred
     offering costs                              62,500           --             --
   (Increase) in interest receivable
     - affiliate                                  1,821           --           (1,618)
   Increase in accrued interest                    --           43,264         43,264
                                            -----------    -----------    -----------
      Total Adjustments                         425,187        796,071      4,910,914
                                            -----------    -----------    -----------

Net Cash Used by Operating Activities          (424,625)      (410,690)    (4,750,848)
                                            -----------    -----------    -----------


</TABLE>





The accompanying notes are an integral part of these financial statements.
                                                                             F-8


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                     STATEMENTS OF CASH FLOWS - (CONTINUED)
                         (AN EXPLORATION STAGE COMPANY)
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



                                                                       From
                                                                    July 6, 1987
                                                                     (Date of
                                           For the Years Ended     Inception) to
                                               December 31,         December 31,
                                          1999          2000           2000
                                        ----------   -----------    -----------

Cash Flows From (Used In) Investing
  Activities
 Investment in foreign managed funds          --            --       (2,250,000)
 Foreign investment withdrawals               --            --          964,208
 Investment in marketable securities          --            --         (256,668)
 Proceeds from sale of assets               14,100          --          188,251
 Advance to affiliate                         --            --          (75,980)
 Repayment from affiliate                     --            --           50,000
 Resource properties                      (103,341)      391,333     (3,329,039)
 (Additions to) reimbursements from
   joint venture                              --          73,476         73,476
 Purchase of fixed assets                     --            --         (359,980)
                                        ----------   -----------    -----------
      Net Cash Provided (Used In)
        Investing Activities               (89,241)      464,809     (4,995,732)
                                        ----------   -----------    -----------


Cash Flows from Financing Activities
 Proceeds from issuance of common
   stock, net of offering costs of
   $622,309 from inception                    --            --        8,543,252
 Proceeds from issuance of notes
  payable to related parties                  --            --          399,093
 (Repayment) proceeds of notes
   payable - related party (net)           494,675       (56,200)       304,382
 Proceeds from long term debt -
  related parties                             --            --          500,000
                                        ----------   -----------    -----------
      Net Cash Provided By Financing
        Activities                         494,675       (56,200)     9,746,727
                                        ----------   -----------    -----------

Net Increase in Cash and Cash
  Equivalents                              (19,191)       (2,081)           147
Cash and Cash Equivalents at Beginning
  of Period                                 21,419         2,228           --
                                        ----------   -----------    -----------
Cash and Cash Equivalents at End of
  Period                                     2,228   $       147    $       147
                                        ==========   ===========    ===========




The accompanying notes are an integral part of these financial statements.
                                                                             F-9


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - BASIS  OF  FINANCIAL  STATEMENT  PRESENTATION  (AN  EXPLORATION  STAGE
         COMPANY)

          The Company was incorporated in the State of Delaware on July 6, 1987.
          Since  inception,  the Company acquired mining rights to mine precious
          metals for as many as approximately  6,700 claims;  as of December 31,
          2000  the  Company  is  the  holder  of  approximately  103  patented,
          unpatented  lode,  mill sites and placer claims on certain  properties
          located  throughout  the State of Nevada,  as the  Company  waived its
          rights to  approximately  727 claims and received a refund of $391,333
          of BLM fees for claims and costs with an aggregate  carrying  value of
          $413,281,  resulting in a $21,940 charge to operating  expenses during
          the year ended  December  31,  2000.  In  February  2000,  the Company
          contracted  its  rights  to the 103  claims  to a joint  venture  with
          Homestake Mining. The Company is Junior Mining Company.

          The  Company has  incurred  material  amounts  for direct  exploratory
          activity  costs  since  acquisition  of  the  right  to  these  mining
          properties.  In  accounting  for these costs the  Company  selected an
          accounting  policy  which  capitalizes  exploratory  costs rather than
          expensing  them as  incurred.  Amortization  of  these  costs is to be
          calculated  by the units of  production  method  based upon  proven or
          probable reserves. Costs incurred on properties later determined to be
          unproductive  are  expensed  by the Company as that  determination  is
          made. In February 2000, the Company executed earn-in and joint venture
          agreements  with  Homestake  Mining  for an  area  of  interest  which
          contains 103 of EPAR's  Prospect  Mountain claims pursuant to a letter
          of intent  signed in October,  1999.  Homestake  agreed to  contribute
          approximately  30 claims  in the area of  interest.  Homestake  is the
          manager of the joint  venture and  committed  in stage one to expend a
          minimum of $300,000  through the end of 2000. In total,  Homestake has
          committed  to spend a minimum of  $2,000,000  through 2002 and in turn
          will be vested with 51% in the joint venture at that  juncture.  After
          completion of a  feasibility  study with the  recommendation  to enter
          mining, Homestake will become 70% vested. As of December 31, 2000, the
          Company has recorded $2,380,265 in total resource  properties,  all of
          which  are  included  in  exploration  joint  venture  net of  $73,476
          received as a  reimbursement  from  Homestake in  connection  with the
          joint  venture.  During the year ended  December 31, 2000, the Company
          has foregone 727 claims with a carrying  value of $413,282,  including
          cash expenses of $20,015,  and received a refund of prior fees paid to
          the BLM totaling $391,333, resulting in a charge to operating expenses
          of $21,948.  If these  remaining  costs had been expensed  rather than
          capitalized,  the accumulated  deficit at December 31, 2000 would have
          been $12,042,027 rather than $9,661,762.

          The Company has been in the exploration  stage to determine the amount
          of proven or probable  reserves of its  resource  properties,  if any.
          Since  December  31, 1997,  the Company was informed by its  geologist
          that  sufficient  testing  was  completed  to indicate  the  Company's
          reserves are probable  and in excess of the amounts  capitalized,  yet
          since they are not yet proven,  estimates of their potential value are
          not available at this time.


                                                                            F-10


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2 - LOSSES DURING THE EXPLORATION STAGE

          The Company has incurred  operating  losses  totaling  $9,661,762 from
          inception (July 6, 1987) through December 31, 2000.

          The Company is in the exploration stage and its present activities are
          focused on the  exploration  of  substantially  all of its claims in a
          joint  venture  with  Homestake  Mining.   Because  European  American
          Resources is in the  exploration  stage,  the  accompanying  financial
          statements  should not be  regarded  as typical  for normal  operating
          periods.

          The Company  believes that its remaining  assets at December 31, 2000,
          along with cash flows  expected to be generated from  financings  that
          are expected to close in the short term will be sufficient to fund the
          Company's operations through 2001. Additional funding will be required
          to  complete  the  product   deployment  stage,  and  the  transition,
          ultimately,  to  profitable  operations.  However,  there  can  be  no
          assurance  that the  Company  will  generate  sufficient  revenues  to
          provide positive cash flows from operations or that sufficient capital
          will be available, when required, to permit the Company to realize its
          plans.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Property and Equipment

          Property and equipment is recorded at cost.  Depreciation  is computed
          for financial  statement  purposes using the straight line method over
          the estimated  useful lives of the related assets.  The useful related
          lives of property and equipment  range from 3 to 5 years.  For federal
          income tax  purposes,  depreciation  is  computed  under the  modified
          acceleration cost recovery system.

          Statement of Cash Flows

          For the purposes of the statement of cash flows, the Company considers
          all highly liquid debt investments  purchased with a maturity of three
          months or less to be cash equivalents.

          The  following  items  represent a schedule of non-cash  investing and
          financing activities:

                                                         1999        2000
                                                       --------    --------
         Issuance of common stock for services
         relating to capitalized resource properties   $ 44,000    $    -
                                                       ========    =========

         Issuance of common stock for the
         cancellation of debt and accrued interest     $    -      $ 346,669
                                                       ========    =========

          Operating  activities include interest paid of $10,742 and $12,726 for
          the years ended December 31, 1999 and 2000 respectively.




                                                                            F-11


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

          Loss per Common Share

          The Company  accounts for net loss per common share in accordance with
          the  provisions  of  Statements  of  Financial   Accounting  Standards
          ("SFAS") No. 128, "Earnings per Share" ("EPS").  SFAS No. 128 reflects
          the  potential  dilution  that  could  occur  if  securities  or other
          contracts  to issue common  stock were  exercised  or  converted  into
          common  stock or  resulted in the  issuance of common  stock that then
          shared in the earnings of the entity.  Common  equivalent  shares have
          been excluded from the  computation  of diluted EPS since their effect
          is antidilutive.

          Dividends

          The Company has not paid any dividends  and any dividends  which might
          be paid in the future will depend upon the financial  requirements  of
          the Company and other relevant factors.

          Reclassification

          The financial statements presented for 1997 and from Inception on July
          6, 1987 through December 31, 2000 have been reclassified to conform to
          the current year's presentation.

          Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported  amounts of revenue
          and expense during the reporting  period.  Actual results could differ
          from those estimates.  These estimates include property and equipment,
          depreciation,   the  carrying   value  of  resource   properties   and
          distribution rights payable.

          Stock-Based Compensation

          The Company  accounts for stock based  compensation in accordance with
          SFAS  No.  123,  "Accounting  for  "Stock-Based  Compensation,"  which
          permits  entities to recognize as expense over the vesting  period the
          fair  value  of  all   stock-based   awards  on  the  date  of  grant.
          Alternatively,  SFAS No. 123 also allows entities to continue to apply
          the provisions of the Accounting Principles Board (APB) Opinion No. 25
          and  provide  pro forma net  income and pro forma  earnings  per share
          disclosures  for employee  stock option grants made in 1995 and future
          years as if the fair value-based  method,  as defined in SFAS No. 123,
          had been  applied.  The  Company  has elected to continue to apply the
          provisions of APB Opinion No. 25 and provide the pro forma  disclosure
          required by SFAS No. 123. As such,  compensation  expense is generally
          recorded on the date of grant only if the current  market price of the
          underlying stock exceeded the exercise price.



                                                                            F-12


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

          Resource properties

          The Company  records its  interest  in  resource  properties  at cost.
          Producing  properties  will  be  amortized  on the  unit-of-production
          basis. The ultimate  recovery of costs  associated with  non-producing
          properties is dependent upon the discovery and development of economic
          reserves or the profitable  sale of the  properties.  If a property is
          abandoned  or sold,  the  proceeds  on the sale,  less the cost of the
          property and any related  deferred  expenditures,  will be included in
          operations at that time. The Company  periodically reviews its mineral
          properties  to ascertain  whether an impairment in value has occurred.
          Where a  property  is  considered  uneconomic  it is written  off.  At
          December  31, 1998 the Company had owned  and/or  leased the rights to
          control a total of 850 claims,  which are considered probable and have
          a value based upon geological  determinations  greater than the amount
          capitalized; yet no reserves are proven.

          Income Taxes

          The Company  accounts for income  taxes using the asset and  liability
          method.  Under this method,  deferred tax assets and  liabilities  are
          recognized for the future tax consequences attributable to differences
          between the financial  statement  carrying  amounts of existing assets
          and liabilities and their  respective tax bases and operating loss and
          tax credit  carryforwards.  Deferred  tax assets and  liabilities  are
          measured using currently enacted tax rates. The effect on deferred tax
          assets  and  liabilities  of a change  in tax rates is  recognized  in
          results of operations in the period that includes the enactment  date.
          Because   of  the   uncertainty   regarding   the   Company's   future
          profitability,  the future tax  benefits of its losses have been fully
          reserved for.  Therefore,  no benefit for the net  operating  loss has
          been recorded in the accompanying consolidated financial statements.

          Fair Value of Financial Instruments

          SFAS No. 107, "Disclosure About Fair Value of Financial  Instruments",
          requires the  determination of fair value for certain of the Company's
          assets and liabilities. The Company estimates that the carrying values
          of its financial instruments approximate fair value.

          Impairment of Long-Lived  Assets and Long-Lived  Assets to Be Disposed
          Of

          In  accordance  with SFAS No. 121  "Accounting  for the  Impairment of
          Long- Lived Assets and for  Long-Lived  Assets to Be Disposed Of," the
          Company  reviews for the  impairment of long-lived  assets and certain
          identifiable  intangibles to be held and used by the Company  whenever
          events and changes in  circumstances  indicate that the carrying value
          of an asset may not be recoverable.

          Other Accounting Pronouncements

          The FASB has  issued  SFAS No.  130,  Reporting  Comprehensive  Income
          effective for fiscal years  beginning  after December 15, 1997,  which
          establishes  standards for the reporting of  comprehensive  income and
          its components.  The Company  implemented SFAS No. 130 during the year
          ended December 31, 1998 and as such the effect was not material to its
          financial position or results of operations for 1998 or 1999.




                                                                            F-13


<PAGE>


                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 4 - CLAIM RECEIVABLE

          The Company had previously entered into a managed investment agreement
          with  Schwabische  Finanz-und  Unternehmensberatung  Gmbh  (SFU).  The
          investment  consisted of USD $2,250,000 which was being managed by SFU
          and was  being  held in  accounts  at  Dominick  &  Dominick  AG.  The
          agreement   commenced  on  September  25,  1992  and  the  funds  were
          restricted  from  withdrawal  until  October  1993.  The last  records
          obtained  which showed the funds intact were in 1993 and were invested
          with Dominick and Dominick AG. Management has determined to charge the
          expense  and  record  the  corresponding  reserve  in  the  amount  of
          approximately  $804,000 to 1993, the earliest  period when the Company
          actually  received detailed records and statements of its investments.
          This is  consistent  with the  maturity  date of October,  1993 of the
          original  investment  agreement.  In 1997  the  Company  retained  new
          counsel in Germany to finalize the  recovery of these  amounts if any,
          from the German  fiduciary.  The new  counsel  has advised the Company
          that the  prospects  for  collection  have  improved due to changes in
          German laws. Counsel has also advised the Company to reduce the amount
          of its demand (an amount in excess of the remaining carrying value) to
          accelerate recovery.  Accordingly,  during the year ended December 31,
          1998, the Company has further reserved an additional  $160,667 against
          this claim.  During 1999 the Company was advised that  recovery may be
          realized  within as soon as twelve  months  and as long as thirty  six
          months,  and therefore further reserved $53,833  representing the time
          value of money at 9%.  During 2000 the Company  reserved the remaining
          $267,500  balance  of this  claim  as the  Company  continues  to have
          difficulty   collecting   the  same  and  the  Company  is   presently
          negotiating  the  assignment  of  its  rights  to  this  claim  with a
          potential investor.

          The  Company  will  record as income  any  amounts  recovered,  net of
          expenses, in such period they are actually realized.






                                                                            F-14


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 5 - PROPERTY AND EQUIPMENT

          Property and equipment consist of the following:

                                                           December 31, 2000

          Office equipment                                      $ 12,520

          Less:  accumulated depreciation                         (7,205)
                                                             --------------
                                                                $  5,315

NOTE 6- INCOME TAXES

          No provision for income taxes have been made for the periods presented
          as the Company incurred losses during those periods.

          Deferred taxes consist of the following at December 31, 2000:

                  Total deferred tax assets                    $ 1,423,375
                  Less: Valuation allowance                     (1,423,375)
                                                               ------------

                  Net deferred tax assets                      $       0
                                                               ============

          Deferred tax assets are  attributable  to available net operating loss
          carryforwards.  The valuation  allowance was increased by $288,876 and
          decreased  by $379,985  during the years ended  December  31, 1999 and
          2000, respectively.

          The Company has net  operating  loss carry  forwards of  approximately
          $4,186,400  which expire in various years  through the year 2013.  The
          amount of the operating  loss carry  forwards may be subject to annual
          limitations  limited by IRS  regulations  as a result of the sale of a
          majority interest.



                                                                            F-15


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 7 - RELATED PARTY TRANSACTIONS

          On September  25, 1992,  the Company  issued  7,000,000  shares of its
          restricted common stock for $1,900,000 to a foreign  investor,  Trent,
          Ltd, a Company controlled by a former director, Mr. Jochen A. Brenner.
          At  the  time  the  shares  were  issued  to  Trent  they  represented
          approximately  71% of the issued and  outstanding  common stock of the
          Company.  In  addition,  the  Company  also issued to Trent a $500,000
          convertible  debenture  bearing  interest  at 8%.  As a result  of the
          issuance  of the  common  stock  and the  convertible  debenture,  the
          Company was controlled by Trent. The accompanying financial statements
          include only the accounts of the Company and its  subsidiaries and are
          not  consolidated in any way with respect to Trent nor do they include
          any of the accounts of Trent. The proceeds from the stock issuance and
          debenture  remained in the control of Mr. Brenner and SFU (See Note 4)
          and were invested in his name or the names of other entities under his
          control in certain  pooled  investments  which were to be  invested in
          foreign exchange forward  contracts.  All transactions were to be made
          at the risk of SFU,  relieving the Company and the investment  company
          from any and all liability.  The invested funds were  restricted as to
          withdrawal  until October,  1993. While the invested funds were in the
          sole  control of SFU,  they had  entered  into an  agreement  with the
          Company to liquidate the foreign  investments and deliver the funds to
          the United  States for use by the Company  beginning in October  1993.
          Between  January 1, 1994 and December  31, 1995 the company  confirmed
          the amounts  with Mr.  Brenner and a German  fiduciary;  and  received
          partial payments totaling  $964,208.  SFU failed to return the balance
          of these funds. In 1996 the Company determined the debenture should be
          canceled in conjunction with the managed foreign investments and claim
          receivable, discussed in Note 4, retroactively to December 31, 1993.

          The Company  received all working capital  through  September 30, 1987
          from  stockholder/officers.  These parties agreed to have all payments
          through September 30, 1987 amounting to $371,883 credited to equity in
          exchange for 1,000,000 shares of common stock.

          In 1989,  pursuant to the private placement of stock, the Company paid
          stock  offering  fees to related  parties,  including  $30,000 paid to
          Merlin  Equities,  Inc.,  a  broker-dealer  and  an  affiliate  of the
          president of the Company, at that time. Canopus,  Ltd., a London-based
          entity and principal  shareholder of the Company was paid $300,000.  A
          total of $418,000 was paid to two officers of Harrier,  Inc., a public
          corporation,  for whom an officer of the Company  served as  financial
          consultant in raising equity funding.

          In 1997,  the Company leased office space from an affiliate on a month
          to month basis via the assumption of the  affiliates  lease to a third
          party from  September,  1997 through  December 31, 1997.  Rent expense
          paid to the third party was $4,687.

          In  1997  the  Company  issued  250,000  shares  to an  affiliate  for
          investment banking services valued at $290,000.



                                                                            F-16


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 7 - RELATED PARTY TRANSACTIONS - (Continued)

          During 1997, the Company signed a note to a director  bearing interest
          of 11%. Interest charged to expense for this note in 1997 was $30,480.
          In March 1998, the Company issued 357,143 shares,  valued at $250,000,
          or $.70 per share,  in cancellation of $250,000 of the note due to the
          related  party.  The Company  also  issued  750,000  shares  valued at
          $525,000, or $.70 per share, which are assignable, for exploration and
          reactivation  services,   performed  through  December  31,  1997.  At
          December 31, 1997, $134,093 including interest remained outstanding on
          this note.  The Company repaid this amount during the first quarter of
          1998.

          On April 22, 1998,  the Company  entered  into a consulting  agreement
          with its current CEO which  provides  for the issuance of common stock
          in  addition to  annualized  fees,  as  amended,  of $96,000 per year.
          During the year ended December 31, 1998 the president was paid $64,000
          under this  agreement.  The Company  issued  105,000  shares of common
          stock  valued at $.85 per share,  or $89,250,  based upon their market
          value subject to Rule "144"  restrictions.  Of this amount $44,625 was
          added to resource  properties  and $44,625 was recorded as stock based
          compensation  based upon the Company's estimate of where the president
          directed his efforts.

          The  Company  also  agreed  to issue  105,000  shares  to a  director,
          provided he remained  employed by the Company  through April 30, 1999.
          The  director  resigned  from  employment  in  an  effort  to  curtail
          expenses,  and remains as a director today.  The Company issued 90,000
          restricted  shares,  valued at $.85 per share, or $69,300,  based upon
          their market value subject to Rule "144" restrictions. Of this amount,
          $34,650 was added to resource  properties  and $34,650 was recorded as
          stock  based  compensation.   The  agreement  initially  provided  for
          annualized  compensation of $72,000 and during the year ended December
          31, 1999 he was paid $27,000 under this agreement.

          In May of 1998,  the Company  entered into a management  agreement for
          internal  accounting services for $3,000 per month and the issuance of
          100,000  restricted  shares,  valued at $.77 per share, or $77,000 and
          was recorded as stock based compensation.

          During June of 1998 the Company  advanced this investor  $60,000 at 8%
          interest of which $50,000 was repaid during the year leaving a balance
          of $12,234 including accrued interest.  During the year ended December
          31, 1998 the  Company  recorded  $2,234 of  interest  income from this
          loan.

          The Company  issued  400,000  restricted  shares to the  chairman  and
          director for services during the year ended December 31, 1998,  valued
          at $.77 per share or $308,000,  based upon their market value  subject
          to Rule  "144"  restrictions.  Of this  amount  $154,000  was added to
          resource   properties   and  $154,000  was  recorded  as  stock  based
          compensation.




                                                                            F-17


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 7 - RELATED PARTY TRANSACTIONS - (Continued)

          Credit Facilities Provided By Affiliates

          In December, 1998 one shareholder agreed to advance up to $40,000 with
          interest at 10%  through  April 30,  1999,  or the  completion  of the
          Company's  offering of common stock,  whichever  occurs first, and its
          secured by the Company's  resource  properties.  In 1999 this note was
          amended to provide up to $1,000,000 at 12%  indefinitely.  At December
          31,  1999,  $300,000 of principle is  outstanding  on this note,  plus
          accrued interest of $10,669.

          At December  31, 2000 the  principle of $300,000  outstanding  on this
          note plus accrued  interest  totaling  $46,669 were recorded as common
          stock  and  additional  paid in  capital  as this  note  plus  accrued
          interest was canceled in exchange for 1,500,000 shares issued on April
          10,  2001.  Interest  on this note was  $10,669 in 1999 and $36,000 in
          2000.

          In December  1998,  an  affiliate  agreed to make  $500,000  revolving
          credit  available  to the  Company  with  interest  at prime plus 2.5%
          available  to the  Company,  on an as  needed  basis,  secured  by the
          Company's  resource  properties with no specific  repayment  terms. At
          December 31, 1999 $55,766 was  outstanding.  Interest  expense on this
          note was $1,205 during 1999.

          During 1999 another  affiliate agreed to advance $139,180 for expenses
          and cash with interest at 9%.  Interest  expense was $4,061 under this
          agreement for 1999.

          During  2000,  these notes were  combined  and net of  advances,  this
          creditor was repaid $56,200.  Interest expense for the year ended 2000
          was $7,264.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

          In order to maintain the Company's  current  unpatented  mineral lease
          claims [See Note 1], the Company must pay an annual rental fee of $100
          per claim to the  Bureau of Land  Management.  The fees have been paid
          through August 31, 1999.  During 1997,  some of these  properties were
          "overstaked"  by a  third  party  and  the  Company  has won a stay of
          decision from the finding of the Bureau of Land Management(BLM), which
          has caused this overstaking,  pending the review of the Interior Board
          of Land  Appeals(IBLA)  relating to this claim.  The Company  does not
          expect the result of this review,  regardless  of outcome,  to have an
          adverse effect on the carrying value of the resource  properties.  The
          Company  did  however  agree to forego  its  rights  to 192  claims in
          connection with its joint venture agreement  discussed in Note 10, and
          has reduced resource  properties by $116,736 during 1999. During 2000,
          the Company has  foregone  all of its claims other than the 109 claims
          which include the 103 claims  contributed  to the joint  venture.  The
          co-venturer  Homestake  agreed  to pay BLM fees on the  claims  in the
          joint venture.

          Earn-in and Joint Venture Agreement

          On February 18,  2000,  the Company  entered into certain  earn-in and
          joint  venture  agreements  with  Homestake  Mining  for  an  area  of
          interest,  which  contains  103 of  EPAR's  Prospect  Mountain  claims
          pursuant  to a letter of intent  signed in  October,  1999.  Homestake
          agreed to contribute  approximately 30 claims in the area of interest.
          Homestake is the manager of the joint  venture and  committed in stage
          one to expend a minimum of $300,000 through the end of 2000. In total,
          Homestake has committed to spend a minimum of $2,000,000  through 2002
          and in turn  will be  vested  with 51% in the  joint  venture  at that
          juncture.   After   completion  of  a   feasibility   study  with  the
          recommendation to enter mining, Homestake will become 70% vested.

                                                                            F-18


<PAGE>



                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 8 - COMMITMENTS AND CONTINGENCIES - (continued)

          Royalty (Claim Rental) Commitment

          On March 19, 1997 the Company's prior president entered into an option
          to purchase  previously  leased claims from the original lessors of 47
          unpatented claims and owner of 62 patented claims. This agreement gave
          the Company all patented and unpatented  claims for the purchase price
          of  100,000  shares of the  Company's  common  stock  subject to their
          restricted legend, and certain accelerated payments under a consulting
          agreement  and further 10% Net Smelter  Return  (NSR) less  applicable
          expenses  up to  $100,000,000  million  dollars  from the  properties.
          Additionally, on March 19, 1997 the Company entered into a forty-eight
          (48) month consulting  agreement with the geological  company owned by
          the original owner of the patented  claims with a monthly  retainer of
          $4,000  and a  minimum  total  of  $192,000  to  be  paid  under  this
          agreement.  During  1997,  $36,000 was paid under this  agreement  for
          geological efforts and recorded as an addition to resource properties.

          The  preceding  agreement  was  canceled  and  replaced by the current
          management  and on May 26,  1998,  the  Company  acquired  62 patented
          claims  and mill  sites  and the  rights  to 47  unpatented  claims on
          Prospect Mountain. In connection with this purchase,  the Company paid
          the seller  $128,000  to buy out the  consulting  commitment  which is
          included  in  resource  properties,   and  $19,300  for  repayment  of
          additional  filing fees which may be subject to  reimbursement  to the
          Company;  this amount is included in other  assets.  The Company  also
          issued 106,000  shares to the seller and a company he controls,  which
          were  valued at  $90,100  or $.85 per  share,  and a like  amount  was
          recorded  as an addition to  resource  properties.  Additionally,  the
          Company agreed to pay advance minimum  royalties of up to $100,000,000
          as follows:

                  1)       $15,000 on the closing date
                  2)       $50,000 on or before the first anniversary
                  3)       $90,000 on or before the second anniversary
                  4)       $120,000 on or before the third anniversary
                  5)       $150,000 on or before the fourth anniversary
                  6)       $200,000 on or before the fifth anniversary and
                             $200,000 each year thereafter.

          This  commitment  ends  when a total of  $100,000,000  has been  paid,
          including net smelting returns,  or should the Company pay the seller,
          at the Company's discretion, $27,000,000 prior to May 26, 2003.

          The above advance on minimum  royalties will be  accelerated  when the
          Company begins to produce  extraction  revenues from these  properties
          and the net  smelting  returns,  which  are 4% in the  case  when  the
          average  price  of gold  (London  quote)  in each  production  quarter
          exceeds  $400 per ounce and 3% in the case when the  average  price is
          less than $400 per ounce;  exceeds the annual  minimum.  In connection
          with the earn-in and joint  venture  agreement,  the Company  assigned
          those  claims to the seller  with the same  commitment  as the royalty
          commitment in the form of a rental commitment.

          Reserved Shares
          ---------------

          In connection with the February agreement with Homestake,  the Company
          agreed to  reserve  1,000,000  shares  for  issuance  to  secure  this
          commitment.




                                                                            F-19

<PAGE>

                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 8 - COMMITMENTS AND CONTINGENCIES - (continued)


          Other Commitments
          -----------------

          During 1997, the Company  entered into net smelting  agreements for up
          to $7,000,000 with former  shareholders in exchange for the retirement
          of 2,187,500 shares.  The Company charged $437,500 to common stock and
          additional paid in capital as this represented the net estimated value
          of the  distribution  rights based upon the anticipated  payments,  if
          any, that would have been made under the agreement.

          On May 8, 1997, the Company entered into an employment  agreement with
          the former  president for a period of seven (7) years,  which provided
          former annual cash compensation of $144,000,  subject to a ten percent
          (10%)  increase  per year and such  other  increases  as the  Board of
          Directors may determine  from time to time at its sole  discretion and
          employee  stock  bonuses,  including  400,000  shares of common stock,
          issued  to  the  former   president  upon  signing,   subject  to  the
          restrictions of Rule 144 and thereafter 210,000 shares of common stock
          were to be issued on each anniversary for the first, second, third and
          fourth yearly anniversary of the contract. Additionally, the agreement
          called for stock  options  entitling  the  president to purchase up to
          1,000,000  shares from 1999 through 2005 at prices  ranging  $5.00 per
          shares increasing annually to $8.50 per share.

          On April 22, 1998,  the Company  terminated the former  president.  In
          July 1998,  EPAR filed a lawsuit  against its former  president.  This
          lawsuit was subsequently  settled. The settlement required Mr. Ogilvie
          to  return  400,000  shares of the  Company's  common  stock  which he
          received as a result of his  employment by EPAR,  50,000 of the shares
          were assigned to the shareholder who made a significant  investment in
          the Company during 1997.  The Company  recorded  settlement  income of
          $350,000 based upon the original  value  ascribed to these shares.  In
          1999 the  significant  shareholder  waived any rights to the  assigned
          shares and the Company recorded $50,000 of settlement income.

          The Company's mining and exploration activities are subject to various
          federal, state and local laws and regulations governing the protection
          of  the  environment.  These  laws  and  regulations  are  continually
          changing and generally becoming more restrictive. The Company conducts
          its operation so as to protect the public health and  environment  and
          believes  its  operations  are  materially  in  compliance   with  all
          applicable laws and regulations.  The Company has made, and expects to
          make  in the  future,  expenditures  to  comply  with  such  laws  and
          regulations.

          The  Company is from time to time  involved in various  claims,  legal
          proceedings and complaints arising in the ordinary course of business.
          It does not believe that any pending or threatened  proceeding related
          or other  matters,  or any amount  which it may be  required to pay by
          reason thereof,  will have a material  adverse effect on the financial
          condition or future results of operations of the Company.





                                                                            F-20


<PAGE>




                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 9 - COMMON STOCK

          During 1997, the Company retired  2,187,500  shares of common stock in
          exchange for distribution rights, valued at $437,500.

          Effective for December 31, 1998 the Company agreed to issue  1,312,500
          unrestricted  shares and  1,750,000  restricted  shares to rescind the
          distribution  agreement.  Additionally,  1,093,500  restricted  shares
          valued at one-half of the market price of the  Company's  common stock
          consistent  with  the  value  of  restricted  stock  agreed  to by the
          parties, which resulted in a $396,485 charge to settlement expense.


          In 1997 the Company sold  2,075,000  shares  during the year in exempt
          transactions  for  $1.00 a  share,  which,  net of  offering  costs of
          $109,925,  generated net proceeds to the Company of  $1,265,075  and a
          $700,000 stock subscription  receivable,  which was collected on March
          4, 1998.

          Also in 1997,  the Company  issued  400,000 shares to the president in
          connection  with his  employment  agreement as discussed in Note 7. At
          December 31, 1997  resource  properties  were  increased  $200,000 and
          $200,000 was charged to the statement of operations for the year ended
          December  31,  1997.   These  shares  were  valued  at  $1.00,   which
          represented the most recent selling price of restricted shares.

          In  1998  the  Company  terminated  the  president  and  both  parties
          commenced  legal action which resulted in the return to the Company of
          350,000 shares.  The Company  recorded  settlement  income of $350,000
          based upon the original value ascribed to the shares.

          In 1997,  the  Company  issued  250,000  shares  to an  affiliate  for
          investment  banking  services  which were valued at $1.16 or $290,000,
          which represented the same proportionate  discount for recent sales of
          restricted shares to the market price at the time of the transaction.

          In 1997, the Company issued 25,000 shares to a finder, valued at $1,00
          per share,  with a like amount charged to additional  paid in capital.
          These  shares  were  valued  at  the  most  recent  selling  price  of
          restricted shares.

          In March,  1998,  the Company  issued 357,143 shares valued at $.70 in
          cancellation   of  $250,000  debt  with  an   affiliate.   The  shares
          outstanding  and the amounts  "Due to Related  Party" at December  31,
          1997 have been adjusted to reflect his transaction. The value ascribed
          to these shares was adjusted for the same  proportionate  discount for
          restricted  shares in relation to the market  price at the time of the
          transaction.



                                                                            F-21


<PAGE>




                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 9 - COMMON STOCK - (continued)

          In March 1998,  the Company  issued 750,000 shares to an affiliate for
          exploration and reactivation  services  performed through December 31,
          1997  valued at $.70 per  share or  $525,000.  At  December  31,  1997
          resource  properties were increased  $175,000 and $350,000 was charged
          to general and administrative  expenses in the statement of operations
          for the year ended  December  31,  1997.  The value  ascribed to these
          shares was adjusted for the same proportionate discount for restricted
          shares in relation to the market price at the time of the transaction.

          As  discussed  in Note 7,  during  1999, the  Company  issued  100,000
          restricted  shares  valued  at $.77 per  share,  or  $77,000;  105,000
          restricted  shares  valued  at $.85  per  share,  or  $89,250;  90,000
          restricted  shares  valued at $.85 per share,  or $69,300  and 400,000
          restricted  shares  valued at $.77 per share,  or  $308,000 to various
          members of the Company's  management  team. Of these amounts  $233,275
          was added to resource  properties  and  $310,275 was recorded as stock
          based compensation.

          Pursuant to a 1997 agreement,  the Company issued 194,900 unrestricted
          shares valued at $1.21 per share,  or $201,165,  which was recorded as
          an addition to resource properties in 1998.

          In 1999 the Company  issued  55,000  shares valued at .80 per share of
          $44,000 for  geological  services  and advanced  royalties  which were
          recorded as additions to resource properties.

          In 1999 the  Company  issued  105,000  shares  valued  at $1.08 to the
          president  consistent  with his employment  agreement and recorded the
          same as stock based compensation.

          During the year ended  December 31, 2000,  the company  issued 380,000
          shares to Consultants for services valued at $266,562.

          The Company granted options to an accredited investor to purchase,  at
          $.50 per share, up to 1,225,000 shares of restricted common stock. The
          option period  begins on September 3, 1999 and runs through  September
          3, 2000 or sooner,  should the Company  sell the control of either its
          62 patented claims or a majority of its outstanding  common stock to a
          single  purchaser.  The Company also granted an accredited  investment
          firm options to purchase,  also at $.50 per share up to 675,000 shares
          of restricted  common stock.  The option period begins on September 3,
          1999 and runs through September 3, 2000 or sooner,  should the Company
          sell the control of either its 62 patented claims or a majority of its
          outstanding common stock to a single purchaser.

          On April 10, 2000, the company  retired these options and canceled its
          note  payable to the  accredited  investor in exchange  for  1,500,000
          shares of the Company's common stock, which are treated as outstanding
          at December 31, 2000 for accounting purposes pursuant to FASB 128.

          Reserved Shares

          In  February  2000  in  connection  with  the  earn-in  joint  venture
          agreement the Company  pledged  1,000,000  shares as collateral to the
          holder of the royalty/rental commitment.




                                                                            F-22


<PAGE>




                        EUROPEAN AMERICAN RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 10 - SUBSEQUENT EVENTS

          In March 2001,  the Company  issued 300,000 shares of its common stock
          to a Consultant for past and future services.

          In March 2001,  the Company  issued 100,000 shares of its common stock
          for interest in connection with a $100,000 demand loan.

          On April 4, 2001, the Company  agreed to issue up to 2,800,000  shares
          of its  common  stock  to  another  creditor  in  connection  with the
          cancellation  of up to $280,000 of notes and accrued  interest and the
          assignment of the claim receivable (See Note 4).

          In April 2001,  the Company  issued 200,000 shares of its common stock
          to its current  president in connection  with an executive  consulting
          agreement  which also  provides for annual  compensation  of $ 120,000
          through February 2002.

          On April 10, 2001, the Company issued  1,500,000  shares of its common
          stock in  connection  with  the  cancellation  of a note  and  accrued
          interest with a significant shareholder.





                                                                            F-23


<PAGE>





                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.





                                          European American Resources, Inc.
                                   ---------------------------------------------
                                                   (Registrant)




                            By:       /s/       Mark Beloyan
                                 -----------------------------------------------
                                           Mark Beloyan, President & CEO


Dated:  April 17, 2001



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


     NAME                                             CAPACITY
     ----                                             --------




/s/ Mark Beloyan                                     Mark Beloyan
--------------------------                           President & CEO


Dated:  April 17, 2001





                                       14


<PAGE>



                                     PART IV


ITEM 13 - EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K

     Following is a list of exhibits filed as part of this Annual Report on Form
10-KSB. Where so indicated by footnote, exhibits which were previously filed are
incorporated by reference.

         EXHIBIT NUMBER
         REFERENCE DESCRIPTION

         (2a)* Articles of Incorporation, as amended

         (3b)* By-laws, as amended

          REPORTS ON FORM 8-K

          1.   Event dated October 26, 2000 re. change in president

          2.   Event  dated   November  22,  2000,   re.   special   meeting  of
               shareholders

          3.   Event dated February 11, 2001, re. change in president

          4.   In  connection  with the filing of this instant form 10-KSB,  the
               Company  announces  the  resignation  of two  directors,  Dale M.
               Hendrick P.Eng., and Robert C. Bryce,  P.Eng.  effective April 4,
               2001.

          *    Incorporated by reference.



                                       15