FORM 10-KSB/A
                                  -------------
                       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                      109
                                                                    ===


*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 in 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  Mining 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: WWW. "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 founded
and was the Chief Executive  Officer of e-Content Inc., a producer of television
programs and educational marketing programs for public broadcasting stations and
certain commercial networks. 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 12, 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)               3,189,000      Shareholder            18.7%
                                -----------                           ------
Florida Resident

Total                            4,640,900                             27.2%
                                ===========                           ======



(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  289,000 held by The Whitney Family Trust.,  a trust controlled 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





















                                       13


<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 auditing standards generally accepted
in the United States. 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 amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  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                                          11,502,475
 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         883,271       8,934,130
                                          ------------    ------------    ------------

Loss from operations                          (817,973)       (883,271)     (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
                                          ============    ============




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

                                                                             F-3

</TABLE>

<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)
                               ----------   ----------   ----------   ----------


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


                                                                             F-4

</TABLE>

<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)
                               -----------   -----------   -----------   -----------



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

                                                                             F-5

</TABLE>

<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)
                                 -----------    -----------    -----------    -----------






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


                                                                             F-6

</TABLE>


<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           (50,250)             (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         346,519            --


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


Balance, December 31, 2000        18,194,908    $      1,819    $ 11,502,475    $ (9,661,762)
                                ============    ============    ============    ============






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

                                                                             F-7

</TABLE>

<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 Used By 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)
                                         -----------    -----------    -----------



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

                                                                             F-8

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                         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
                                         -----------    -----------    -----------
<S>                                     <C>             <C>           <C>
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

</TABLE>

<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, 2000 the
         Company  had owned  and/or  leased the rights to control a total of 109
         claims,  103 of which  are  included  in the  joint  venture  which are
         considered   probable   and  have  a  value   based   upon   geological
         determinations greater than the amount capitalized; yet no reserves are
         proven.

         Equity Method

         The  investment  in  exploration  joint  venture in which the Company's
         joint venture partner has committed to spend a minimum of $2,000,000 by
         the end of 2002,  and in turn said  partner  would be vested 51% in the
         joint venture and the Company or its assignees  would be vested 49%, is
         accounted  for  under  the  equity  method.   Additionally,   upon  the
         completion of a feasibility  study that  includes a  recommendation  to
         enter the mining phase of the agreement, the joint venture partner will
         them  become 70% vested in the joint  venture,  with the Company or its
         assignees the holder of the remaining  30%. This  investment is carried
         at cost,  which included the carrying value on the books of the Company
         for those claims contributed to the joint venture, and will be adjusted
         for the Company's  proportionate share of their undistributed  earnings
         or loss.


         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.









                                                                            F-13


<PAGE>



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


         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.

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 - INVESTMENT IN EXPLORATION JOINT VENTURE



          On February  18, 2000 the Company  entered into a group of earn-in and
          joint venture agreements with Homestake Mining for an area of interest
          which includes 103 of the 109 claims the Company  controls.  Homestake
          has the right to withdraw  from The Joint Venture with 30 days written
          notice.  Homestake agreed to contribute approximately 30 claims in the
          area of  interest,  as well as  committing  to  expend  a  minimum  of
          $300,000 through the end of 2000 and $2,000,000 in total through 2002,
          at which time Homestake would be vested 51% in the Joint Venture. Upon
          completion of a feasibility study which includes the recommendation to
          commence  mining,  Homestake would be 70% vested in the Joint Venture.

          On April 19, 2001 the Company  released a report  that  Homestake  had
          expended the minimum required expenditures for year ended December 31,
          2000.

          As a condition of the agreement,  the Company's royalty  commitment is
          to be  borne by the  Joint  Venture  partner,  with  such  expenditure
          applied toward the minimum committed expenditures.  For the year 2001,
          the Company agreed to fund the $120,000 royalty commitment, subject to
          reimbursement of $20,000 during 2001 and $100,000 by January 2002.

          The carrying  value of the claims have been recorded at the historical
          cost using the equity  method for  accounting  purposes  to record the
          Company's  interest  in the joint  venture.  The  Company  recorded no
          revenue or expenses from the joint venture for the year ended December
          31, 2000.


NOTE 6 - 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 7- 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 8 - 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 at 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 8 - 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 8 - 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 9 - 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.











                                                                            F-18


<PAGE>



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

NOTE 9 - COMMITMENTS AND CONTINGENCIES - (continued)

         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.

         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 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.



                                                                            F-19


<PAGE>



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

NOTE 9 - COMMITMENTS AND CONTINGENCIES - (continued)

         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.

         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.


                                                                            F-20


<PAGE>



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

NOTE 9 - COMMITMENTS AND CONTINGENCIES - (continued)

         Other Commitments -(Continued)
         ------------------------------

         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.

NOTE 10 - 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 10 - 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 11 - 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 in
         connection with a $100,000 short term note.

         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 and 200,000 options to purchase 200,000 shares of
         the  Company's  common  stock,  at an exercise  price of $.50 per share
         through  the earlier of March 2003 or 30 days after the  completion  of
         service,  in connection  with an executive  consulting  agreement which
         also provides for annual  compensation  of $100,000  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.  The total cancellation of the
         note  and  accrued  interest  was  $360,000,   of  which  $346,669  was
         outstanding at December 31, 2000.

















                                                                            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:  July 3, 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:  July 3, 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