SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended December 31, 2000
Commission File No. 000-31030


                    DREW RESOURCES, INC.
   (Exact name of registrant as specified in its charter)



Nevada
(State of organization) (I.R.S. Employer Identification No.)

#3-1924 Whyte Ave. Vancouver, B.C. Canada V6J 1B3
(Address of principal executive offices)

Registrant's telephone number, including area code (604) 738-
4041

Securities registered under Section 12(g) of the Exchange
                                   Act: Common stock, $0.001
                                   par value per share
                                   Preferred stock, $0.001
                                   par value per share

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendments to this Form 10-KSB.     [ X ]

Issuer's Revenue during the year ended December 31, 2000:
$ 0

As of December 31, 2000, the registrant had 5,300,000 shares
of   its   common  stock,  $0.001  par  value,  outstanding.
Aggregate  market value of the voting and non-voting  common
equity held by non-affiliates based on the price of N/A  per
share  (the  selling or average bid and asked price)  as  of
December 31, 2000: N/A.

NOTE: The company's stock is not, and has not, been traded
or quoted, and the book value is negative. Therefore, there
is no way to ascertain a market value for the stock.

            DOCUMENTS INCORPORATED BY REFERENCE:

None

                           PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                         Background

Drew Resources, Inc. (the "Company") is a Nevada corporation
formed on December 16, 1998. Its principal place of business
is  located at #3-1924 Whyte Ave. Vancouver, B.C. Canada V6J
1B3.

                     Business of Issuer

The  Company  was organized to explore and develop  precious
metal  mining  claims and properties in  North  America.  On
December  5, 1998, the Company entered into a Memorandum  of
Understanding   with  Forest  Syndicate  for   the   Forrest
Property,  located  in  the Liard Mining  Division,  British
Columbia. On March 30, 2000, the Company allowed the  Option
on the Forrest Property to expire, voiding the Memorandum of
Understanding.  On January 15, 1999, the  Company  filed  an
Offering   Memorandum  for  an  initial   private   offering
2,500,000  shares of Common Stock at $0.01 per  share  which
was  exempt  from  registration  pursuant  to  Rule  504  of
Regulation D, promulgated under the Securities Act  of  1933
(the "Act").

On  October  30,  2000, the Company entered  into  a  Letter
Agreement  (the  "Agreement") with George & Linda  Eliopulos
and  C.  Patrick & Judy Costin (the "Owners") for  the  Deer
Creek  Property (the "Property"), located in  Lemhi  County,
Idaho.  The Property consists of 16 unpatented mining claims
(the  "Claims")  which  cover 330 acres  within  2  sections
(Alafi  1-4).  The  Agreement  was  executed  by  the  owner
controlling  90%  interest in the Deer Creek  Property.  The
Agreement  serves  to initiate the terms of  and  conditions
agreed  to  between  Drew  and the Owners,  while  a  formal
document is being drafted. The following are the significant
terms of the Agreement:

  * Pay Advance Royalties to the Owners, as follows:

                $5,000     Upon Execution (November 3rd)
                $5,000     1st Anniversary
               $10,000     2nd Anniversary
               $20,000     3rd Anniversary
               $50,000     4th Anniversary & thereafter

     Beginning with the 4th anniversary, royalties  will  be
     adjusted  to  reflect  changes in  the  consumer  price
     index, with 2000 as the base year.

  * Pay  all Federal and State mining claim maintenance fees
     for  any year in which the agreement is maintained  and
     in good standing.

  * Pay  to  the Owners, Production Royalties of 3%  of  the
     Net  Smelter  Returns,  based on  the  total  value  of
     minerals sold, which is a royalty based on a percentage
     of  valuable  minerals  produced with  settlement  made
     either  in  kind or in currency based on the spot  sale
     proceeds  received  less  the  cost  of  refining   and
     transportation.  Net  Smelter  Returns  are  the  gross
     revenues actually received the Lessee from the sales of
     any  valuable minerals extracted and produced from  the
     property, less the following charges:

       a.All   costs   of  weighing,  sampling,  determining
          moisture  content and packaging such material  and
          of  loading  and transporting it to the  point  of
          sale,  including insurance and in-transit security
          costs.

       b.All  smelter  costs and all charges  and  penalties
          imposed by the smelter, refinery or purchaser.

       c.Marketing costs and commissions.

  * The  term  of the Lease is for 20 years, with  automatic
     extensions so long as conditions of the lease are met.

  * Reclamation  as  required by Federal, State,  and  Local
     law   for   disturbances  arising  from  the  Company's
     activities  on  the  Property  will  be  the  Company's
     responsibility.

Pursuant to the Agreement, Drew Resources has the right  to
explore,  prospect, sample, map or other work  involved  in
searching  for  ore, or to mine and develop (in  accordance
with  state and federal law) any valuable metallic  mineral
within bounds of the leased property, or to lease and  hold
the  property without conducting physical work, so long  as
terms   of   the  Agreement  are  met.   Drew  is   further
responsible  for  payment of Federal  maintenance  (rental)
fees (US$100.00 per unpatented mining claim per rental year
due  annually  on August 31) and State of Idaho  Intent  to
Hold  fees (US$5.50 for the four leased claims due annually
on  August  31).  The  definition of an "unpatented  mining
claim"  is that portion of applicable federal-owned mineral
lands  which a party has staked or marked out in accordance
with applicable mining laws to acquire the right to explore
for and exploit the minerals under the surface.

The  Lessor's  may  terminate lease if  Drew  fails  to  pay
Federal and State rental fees due annually on August  31  or
if  Drew  fails to pay advance royalties, due on  the  lease
anniversary date, as listed on page 1 of the Agreement.

The  Claims are situated in central Idaho, approximately 140
air  miles  northeast of Boise and within the  Salmon  River
Mountains  between  the  towns of Salmon  and  Challis.  The
Property is roughly two miles east of the Iron Creek Copper-
Cobalt  District,  the nearest significant  producer  and  3
miles west of the Twin Peaks copper-lead mine. It is located
within the headwaters of Deer Creek.

The Property is located near the south end of a major copper-
cobalt  trend  known as the Idaho Cobalt  Belt,  within  the
headwaters  of Deer Creek, a tributary of the Salmon  River.
The  definition of a "copper-cobalt trend" is  an  empirical
observation  based  on  approximate linear  alignment  of  a
series  of mines, mineral prospects, and mineral occurrences
which  have  investigated for copper and/or cobalt  or  have
sold copper and/or cobalt concentrates. In order to evaluate
the  possibility that the Deer Creek property might  contain
commercially  valuable mineral deposits,  the  property  was
prospected (i.e. geological mapping along the collection  of
rock samples from sites that the prospector/geologist deemed
capable  of containing enriched metal concentrations).  Rock
units cropping out on the property were examined, described,
and   graphically   located  on   a   topographic   map   of
scale1:24,000  (1"  = 2000"). During this  mapping  program,
various  rock  and  soil  exposures  were  identified   (and
graphically  located  on  the  same  topographical  map)  as
differing  from the surrounding terrain. These unusual  rock
and  soil exposures may have contained minerals representing
the  oxidation  product  of former sulfide  (metalliferous)-
bearing  rock, or may have represented zones of  broken  and
crushed  rock through which metal-bearing solution may  have
been discolored areas. At Deer Creek, copper carbonates (the
oxidation product of copper sulfide minerals that are  mined
commercially  in the industry) were identified and  sampled,
as   were  discolored,  altered  patches  derived  from  the
oxidation of original iron sulfide minerals. Approximately 3
to 5 pounds of material were collected from these discolored
or  otherwise unusual areas - approximately 70 such  samples
were collected on the Deer Creek property. Metal content  in
these  samples  was  determined by a  commercial  analytical
laboratory  who reported values in parts per million  (ppm).
These  values  are referred to as geochemistry.  Certain  of
these  samples  contained higher metal  concentrations  that
could  be separated from the larger group of sample  numbers
constituting the geochemical background. These samples which
contain  the higher metal concentrations are thus anomalous.
Once  the geologic and sampling data has been collected  and
plotted   on   appropriate  topographical   maps,   geologic
interpretations  might be offered. Ideas,  models  originate
and from these, drill targets, areas which are considered as
having  good potential to host commercial concentrations  of
metals. These targets are then recommended for testing  with
a drill in order to obtain samples for analysis. Because the
Deer  Creek  property has never been investigated  by  drill
testing, boring beneath the surface of the earth to  examine
a  geologic target, the property is untested. There are  two
types  of drilling (i) Diamond, or core, - drilling  with  a
hollow  bit  with  a  diamond  cutting  rim  to  produce   a
cylindrical core that is used for geological study; and (ii)
Reverse  Circulation  - drilling that  produces  rock  chips
rather  than  core.  This  type of drilling  is  faster  and
cheaper than diamond drilling, the chips are forced  by  air
to  surface  and  are  collected for examination.  From  the
aforementioned   description   of   prospecting,   of    the
geochemistry, and of the knowledge of neighboring mines  and
mineral occurrences, the Deer Creek property has a potential
to  host commercial concentrations of copper, cobalt,  gold,
lead, and zinc. With only limited surface sampling data  and
no  drill data, the mineral potential is uncertain. From the
data  gathered  and interpretations offered, the  geological
setting  of the Deer Creek property follows: The Deer  Creek
property  was  once part of a shallow sea receiving  a  good
deal  of  sand  sedimentation from  surrounding  mountainous
terrain.  During  portions of this time of sand  deposition,
sea  floor  vents and faults extruded metal  bearing  fluids
into  the  unconsolidated  seabed. These  metal-rich  fluids
invaded,  mixed,  and accumulated with the sand,  especially
where  there were depressions in the seabed. The  metal-rich
fluids  contained elevated concentrations of copper, cobalt,
gold,   lead,   zinc,  and  other  metals.  Continued   sand
deposition   covered   and  preserved  these   metal-bearing
accumulations  on  the  ancient seafloor.  Through  geologic
time,   overlying  sand  was  eroded  so  that  these  metal
accumulations are now exposed and crop out on the Deer Creek
property.   The   aforementioned   geologic   investigations
identified  probable  dimensions of the metal  accumulations
(3,600'  in  length,  up  to 150'  in  width),  and  mineral
character (base metals, such as copper, cobalt, lead,  zinc,
along with gold).

In October 1998, a Technical Report regarding the claims was
completed by Mr. Richard Kern, a Registered Geologist  which
described   its  geology  and  mineralization,  along   with
recommendations  for  an  early stage  exploration  program,
which   should  include  detailed  mapping,  road  building,
drilling, and assay analysis. Mr. Kern has not conducted any
study  of  the property since completion of his 1998  report
nor  has he prepared any additional reports since that time.
Mr.  Kern  currently  does  not  perform  nor  has  he  ever
performed  work  for  the company other  than  acting  as  a
consultant  to  the  Company in  regards  to  the  technical
report.  Mr.  Kern acts as a consultant strictly  on  a  per
project  basis  and his consulting fees  were  paid  by  the
owners of the property for the technical report. The Company
intends   to  engage  in  mineral  exploration,   a   highly
speculative activity that involves greater risks  than  most
businesses.  The search for minerals often  results  in  the
failure  to  discover  mineralization or  the  discovery  of
mineralization which will not return a profit over the costs
incurred.

There  are  3  succesive development  stages  which  mineral
properties progress through should they ultimately become  a
mine.

     1.   Early  stage. A relatively low cost "grass  roots"
          initial program, usually initiated as a result  of
          visual  inspection and prospecting work,  such  as
          interesting   outcropping  and  other   observable
          phenomenon.  Formal  programs usually  consist  of
          mapping, geophysical and geochemical sampling  and
          perhaps some limited drilling. Budgets are usually
          in the range of several hundred thousand dollars.

     2.   Development Stage. Should early stage  results  be
          encouraging, a larger scale drill program  may  be
          warranted  to  define  the  extent  and  grade  of
          mineralization, at an initial level. Should  these
          results  warrant, increase drilling  programs  can
          continue  over  several  years,  along  with  mine
          planning,   engineering,  process   testing,   and
          environmental    studies    through     to     the
          prefeasibility   or  feasibility   stage.   Annual
          budgets can easily be well over US $1 million  per
          year,  with  the total cost through to feasibility
          in  the  US $5+ million range.  The definition  of
          "prefeasibility" is a preliminary estimate of what
          the  economic parameters of mining a  deposit  are
          likely  to be, based on a particular mining  plan,
          process     flow    sheet,    facility     design,
          infrastructure,   and   estimated   capital    and
          operating  costs; this estimate usually  describes
          an   installation  that  could  be   built.    The
          definition of "feasibility" is a determination  of
          the economic feasibilty of mining a deposit, based
          on progressively greater levels of information.

     3.   Production.   Once   the   property   passes   the
          Prefeasibility  Stage  and  nears  the  production
          decision   stage,   exploration  and   development
          companies  will  typically vend the  asset  to  an
          established  production company,  given  the  very
          different  nature  of expertise required  and  the
          significant amount of funding required to place  a
          property   into  production.  Although  production
          companies also spend significant amount of capital
          on  exploration, companies engaged exclusively  in
          exploration  rarely  make  the  transition  to   a
          production company.

Owing to the Company's lack of established track record  and
relatively  low  capital requirements  at  the  grass  roots
exploration  stage, the Company will initially  be  involved
with early stage properties located in Idaho, with hopes  to
acquire  mining  rights  to  perform  exploratory  work   on
properties  located  in  Nevada, and New  Mexico.  Currently
management has not entered into any negotiations to  acquire
any  mining  rights within these areas. It  is  management's
intention to engage in the following business activities:

  * Advancing  the  Deer  Creek Property through  additional
     development stages, which might increase the  value  of
     the property.

  * Mitigating  the real and perceived high risks associated
     with  mineral  exploration, the Company  will  seek  to
     acquire  at  least one additional property interest  in
     2001 in order to lessen its reliance on a limited asset
     base.

  * In  becoming  involved with properties at more  advanced
     stages   of   development,  having  very  large   scale
     potential,  in highly prospective areas  of  the  U.S.,
     such as Utah, Nevada, and New Mexico.

  * Developing its mining claims to the production  decision
     point,   an  advanced  level  in  which  major   mining
     production   companies  would  seriously   pursue   the
     property as a significant and valuable acquisition.   A
     production decision provides a level of confidence such
     that  a decision to build a project can be made.   Once
     this  advanced  level  is reached, companies  producing
     mineral  concentrates, as well as other mining  groups,
     may  consider  the Deer Creek property  as  a  valuable
     acquisition  which would return a profit if  developed.
     As  provided in the Agreement, page 2, Drew may  assign
     the  property to another party. Drew has the  right  to
     freely  assign  all or part of its rights  to  a  third
     party as long as the third party accepts the terms  and
     conditions  of the lease in writing. Third  party  must
     assume  all of Drew's obligations. There is  no  buyout
     option.  The definition of "production decision  point"
     is  a  refinement and reassessment of an initial study,
     based  on  extensive  additional information,  detailed
     engineering  and  optimization work  which  provides  a
     level  of  confidence such that a decision to  build  a
     project can be made.

The  Company  may  compete with major other  junior  mineral
exploration  companies  in  the search  and  acquisition  of
future  property interests. Property interests are generally
acquired through either staking by the company or by  a  one
on   one   direct  negotiation  with  the  property  holder.
Therefore,   the  Company  believes  that  competition   for
relatively early stage properties is more influenced by  the
general  supply  and  demand characteristics  of  underlying
metals  at  any one time, such as when copper is at  a  high
price, there is heightened interest in copper properties. It
is management's belief that due to the relatively poor state
of   metals,  markets  over  the  past  several  years   and
increasing  lack of support for exploration  projects,  many
potential  competitors  have ceased  to  pursue  exploration
activities,  which  has significantly lessened  competition.
Mineral  exploration  in  the  US  and  western  Canada  has
essentially "evaporated" the past two to four years  due  to
depressed metal prices (see The Northern Miner, vol. 86, No.
47, p.10) and to onerous environmental actions.  The outlook
remains  particularly grim for gold, attributed  to  ongoing
central  bank  sales  and  lower demand.   For  example,  in
Nevada,  operators who have experienced either mine cutbacks
or  shutdowns  include  the Mineral Ridge,  Olinghouse,  and
Rosebud  mines  as  well as portions  of  both  Barrick  and
Newmont   operations  in  northeast  Nevada,  among  others.
Further, the few active operators are more reluctant to fund
additional  exploration or have put projects  on-hold  until
metal  prices  increase.  The geologic province encompassing
the  Deer  Creek  property  has a long  history  of  mineral
exploration and development.  Although the past  decade  has
seen fewer and fewer explorationists, those mining companies
previously  engaged in minerals exploration and  development
in this area would be the major competitors due, in part, to
their  historic  knowledge.  Should  metal  prices  rise  or
particular  world  metal  shortages develop,  other  unknown
competitors may find interest in the area. The definition of
"staking  by  the  company" are those applicable  lands  the
company  deems have potential to host valuable  minerals-and
to  which the company has staked or marked out in accordance
with applicable mining laws.

Once  acquired, the Company will have defined and  exclusive
rights  related to that property. Although the Company  does
not  anticipate engaging in any commercial production at its
properties,  any  minerals  produced  by  others   will   be
commodity  products in nature such as gold, silver,  copper,
and  molybdenum.   Upon  execution of  the  Agreement,  Drew
Resources has the exclusive rights to explore the Deer Creek
property,  which  consists  of the  four  unpatented  mining
claims  Alafi  #1-4,  IMC  #  175493-175496.  There  is   no
provision in the Agreement for Drew to acquire the property.
As long as conditions of the lease are met, Drew will remain
the  lessee as the lease is renewable following the  initial
20  year  term.  There is no provision for Drew to  buy  the
property.

The  Property  is located in Federal lands open  to  mineral
entry and managed by the U.S. Forest Service.  In accordance
with  applicable mining laws of the United States  regarding
location (staking) of unpatented mining claims, the  lessors
("Owners")  have  acquired  the right  to  explore  for  and
exploit the minerals under the surface, or, in this case, to
lease  the  mining  claims to Drew  Resources,  the  lessee.
Discussions with Salmon, Idaho office of the Forest  Service
indicate  it currently is aware of no environmental problems
within  the Property that would prevent exploration.   Claim
owners have affirmed and reaffirmed that there are no  dumps
or tailings on the property and no acid mine drainage within
the  Deer  Creek  property.  There  may  be  small  historic
prospect pits (say less than 3' deep) that are now overgrown
and were not observed or identified during geologic mapping.
Although  surface disturbing exploration has been  permitted
with no serious environmental problems at properties to  the
east  and  west, there has not been an attempt to  permit  a
program  at  Deer Creek. It should be noted that  the  areas
proximity  to salmon and bull trout spawning grounds  within
the  boundaries of the Salmon River would necessitate  close
study  of  any permit application. Exploration  permits  are
common  and  most  applications  are  granted.   If  mineral
exploration involves road construction or other disturbance,
certain  conditions must be met before permission is granted
by federal agencies, which, in this case, is the U.S. Forest
Service in Salmon, Idaho, for mineral exploration on federal
lands.  Certain conditions must be met before permission  is
granted  by  the  Forest Service. The explorer  must  submit
certain  documentation (with map) describing the  nature  of
the proposed work, equipment to be used, estimated amount of
disturbance,  duration, type and kind of  reclamation,  etc.
Upon  review,  federal agencies conduct a variety  of  field
examinations  and studies, including archaeology,  wetlands,
endangered  species,  and others,  reserving  the  right  to
modify   the  claimant's  proposal  if  the  federal   study
determines  that  the  explorer's proposed  plan  impacts  a
wetland, for example. For example, instead of siting a drill
location  near  a wetland, the agency might  require  moving
200' in another direction. The explorer would comply and, in
the   case  of  drilling  angled  holes,  would  adjust  the
direction and inclination from the new site. In most cases a
plan evolves whereby the claimant is allowed to explore with
minimal  damage to the environment and with the  proviso  of
reclamation.  There is no guarantee that the four drill hole
plan  proposed  for the Deer Creek property  in  Mr.  Kern's
technical  report will be approved by the Forest Service  in
Salmon.   However,  there  are  alternate  ways  to  conduct
exploration.  Perhaps  moving  proposed  drill   sites,   as
described  above, or drilling several holes  from  one  more
accessible  site, or using a different type  of  drill  rig,
such as a tracked drill rig rather than a truck mounted rig.
This would reduce the amount of road construction necessary.
With  an  alternative plan, management believes  that  there
would  be  no  risk  of not consummating  the  work  program
because  the alternate plan is the plan that is mandated  by
the federal agency. Accordingly, whichever plan is used, the
explorer  must  file a bond to ensure that all  disturbances
are reclaimed, should the explorer not complete the job.  In
the case of the proposed program for the Deer Creek project,
the  estimated  cost  would probably range  from  $3,000  to
$5,000.  The  definition of "dumps" are waste material  that
accompany  the  extraction of minerals considered  economic.
The  definition of "tailings" is the material  that  remains
after all metals considered economic have been removed  from
ore   during  processing.   The  definition  of  "acid  mine
drainage"   is  the  drainage  that  results  from   sulfide
oxidation in rocks exposed to air and water.

Should  further  development be warranted  at  the  property
beyond the initial phase, management could vend all or  part
of   the  property  to  a  company  more  experienced   with
development of mineral properties through to Feasibility, in
which  case  any permitting issues would be  dealt  with  by
them.   Any  activity  which  would  result  in  a  physical
disturbance such as road building must and will be presented
to  federal  agencies  for approval.   Drill  targets  would
require  road  construction for access, hence would  require
notifying   and  submitting  a  plan  to  federal  agencies.
Existing  access  roads  from  the  east,  originating  from
earlier logging operations in the area, would provide access
for  geochemical studies which involve walking traverses and
do  not involve road construction.  Some geophysical surveys
require   certain   equipment  nearer  to   the   point   of
investigation  -  if so, a plan would be  submitted  to  the
federal  agencies.   However, should  management  decide  to
develop   the   property  internally,  various   base   line
environmental and other studies would be required.  In  this
case,  management would engage the specialized  services  of
any  one  of  the many consulting companies  in  the  region
experienced with permitting issues.  Should the property  be
vended,  whether  now or after an initial  work  phase,  the
incoming   party   would  assume  responsibility   for   all
permitting issues.

The  Company's only employees at the present  time  are  its
sole officer and director and an independent consultant, who
will devote as much time as the Board of Directors determine
is necessary to carry out the affairs of the Company.

                       Future Staffing

Management  expects  to carry out its  exploration  programs
utilizing the services of independent consultants and  other
professionals  such as drilling companies. The  Company  doe
not  foresee  hiring additional personnel prior  to   either
making  a  significant discovery or undertaking  a  material
expansion or exploration activities.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  neither owns nor leases any real  property  at
this time. The Company does have the use of a limited amount
of  office  space from its sole officer and director,  Shane
Lowry, at no charge to the Company.

Under NRS 78.030(1)(b), every Nevada corporation is required
by  statute to have a resident agent of the Corporation  who
is  available in the state for service of process should any
litigation arise.  Therefore, the Company does not  maintain
an  office in Carson City, Nevada, it has engaged a resident
agent who has an office in Nevada who is simply an agent for
service  of  process  as  mandated  by  the  Nevada  Revised
Statutes.

The  Company  was granted a Mining Lease on the  Deer  Creek
Property,  16 unpatented mining claims located in the  Lemhi
County of Idaho through a Letter Agreement dated October 30,
2000.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is not a party to any material  pending  legal
proceedings  and,  to  the best of its  knowledge,  no  such
action by or against the Company has been threatened.

ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY
          HOLDERS

No  such  matters  were  submitted during  the  most  recent
quarter.

                           PART II

ITEM 5.   MARKET  FOR  COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS.

The  Company's common stock is listed on the "Pink  Sheets"
in  the United States under the symbol DRWR, but at no time
have  there been any trades.  Management has not undertaken
any   discussions,  preliminary  or  otherwise,  with   any
prospective  market maker concerning the  participation  of
such  market  maker in the after-market for  the  Company's
securities.  There is no assurance that  a  trading  market
will  ever develop or, if such a market does develop,  that
it will continue.

                        Market Price

The  Registrant's Common Stock is not quoted at the  present
time.   The Company is listed on the Pink Sheets, but  there
have never been any trades.

The Company's shares may be considered a "penny stock"
within the meaning of Rule 3a-51-1 of the Securities
Exchange Act which will affect an investor's ability to sell
his/her/its shares; "penny stocks" often suffer wide
fluctuations and have certain disclosure requirements which
make resale in the secondary market difficult.

The Company's shares will be subject to the Penny Stock
Reform Act which will affect the investor's ability to sell
his/her/its shares in any secondary market which may
develop. If the Company's shares are not listed on a
nationally approved exchange or the NASDAQ, do not meet the
minimum financing requirements, or have a bid price of at
least $5.00 per share, they will likely be defined as a
"penny stock." Broker-dealer practices in connection with
transactions in "penny stocks" are regulated by the SEC.
Rules associated with transactions in penny stocks include
the following:

     - the delivery of standardized risk disclosure
       documents;

     - the provision of other information like current
       bid/offer quotations, compensation to be provided
       broker-dealer and salesperson, monthly accounting
       for penny stocks held in the customers account;

     - written determination that the penny stock is a
       suitable investment for purchaser;

     - written agreement to the transaction from purchaser.

These disclosure requirements and the wide fluctuations that
"penny  stocks" often experience in the market may  make  it
difficult for an investor to sell his/her/its shares in  any
secondary market which may develop.

                           Holders

There  are  26  holders of the Company's  Common  Stock.  On
January  15, 1999, the Company offered 2,500,000  shares  of
its  common  stock in a private offering, which  was  exempt
from registration pursuant to Rule 504 of Regulation D under
the Securities Act of 1933 to 26 investors.

On  November 2, 2000, the Company underwent a 2:1 split  for
shareholders   of  record  as  of  October  27,   2000   and
subsequently  issued 300,000 shares of its common  stock  to
its   predessor,  Buffton,  Inc.  under  the  terms  of  the
Agreement  and  Plan of Reorganization, making  the  current
issued  and  outstanding stock 5,300,000  shares  of  common
stock.

                          Dividends

The  Registrant has not paid any dividends to date, and  has
no plans to do so in the immediate future.

Recent Sales of Unregistered Securities

With  respect  to the sales made, the Registrant  relied  on
Rule  504 of Regulation D of the Securities Act of 1933,  as
amended. No advertising or general solicitation was employed
in  offering  the  shares. The securities were  offered  for
investment  only  and  not  for the  purpose  of  resale  or
distribution,  and  the transfer thereof  was  appropriately
restricted.

On  January 15, 1999, the Company sold 2,500,000  shares  of
its  common  stock in exchange for a total consideration  of
$25,000.00 to 26 individuals.

On  November 2, 2000, the Company underwent a 2:1 split  for
shareholders   of  record  as  of  October  27,   2000   and
subsequently  issued 300,000 shares of its common  stock  to
its   predessor,  Buffton,  Inc.  under  the  terms  of  the
Agreement  and  Plan of Reorganization, making  the  current
issued  and  outstanding stock 5,300,000  shares  of  common
stock.

In  general,  under  Rule 144, a person  (or  persons  whose
shares  are aggregated) who has satisfied a one year holding
period,  under  certain circumstances, may sell  within  any
three-month period a number of shares which does not  exceed
the  greater  of one percent of the then outstanding  Common
Stock  or the average weekly trading volume during the  four
calendar  weeks prior to such sale. Rule 144  also  permits,
under certain circumstances, the sale of shares without  any
quantity limitation by a person who has satisfied a two-year
holding  period  and who is not, and has not  been  for  the
preceding three months, an affiliate of the Company.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement includes projections of future  results  and
"forward-looking  statements" as that  term  is  defined  in
Section  27A  of the Securities Act of 1933 as amended  (the
"Securities  Act"),  and  Section  21E  of  the   Securities
Exchange  Act of 1934 as amended (the "Exchange  Act").  All
statements  that  are included in this  filing,  other  than
statements   of   historical   fact,   are   forward-looking
statements.    Although   Management   believes   that   the
expectations  reflected in these forward-looking  statements
are   reasonable,  it  can  give  no  assurance  that   such
expectations  will  prove  to have been  correct.  Important
factors that could cause actual results to differ materially
from  the  expectations  are disclosed  in  this  Statement,
including,  without  limitation, in conjunction  with  those
forward-looking statements contained in this Statement.

        Management's Discussion And Plan Of Operation

The Company has no material unused sources of liquid assets.
The  Company  intends to raise $250,000  through  financings
with accredited investors to fund an exploration program  at
Deer Creek, to make an advance royalty payment of $5,000 due
October  31,  2001,  pursuant  to  the  Deer  Creek   option
agreement  and  for general working capital.  The  Company's
operating  expenses  are  kept to  a  minimum  and  will  be
absorbed  by management until the private placement  can  be
arranged. At this time, the Company has not entered into any
agreements for financings and there can be no assurance that
obligations  can be met in the future.  The Company  intends
to  raise  an additional $250,000 from accredited  investors
who are known to the Company's management.  In the event  it
fails  to  raise the additional $250,000, the  Company  will
have three options: (1) winding down operations; (2) seeking
a  lesser  amount of money; or (3) finding other  properties
more attractive to raising investment capital.

The  following  is  the Company's focus  over  the  next  12
months:

  * Spring 2001 - Begin a work program at Deer Creek.

  * Summer  2001  - Conduct an initial exploration  program.
     The   Company   had   originally   planned   to   raise
     approximately $250,000 in additional funds by  February
     2001.  We were unable to raise any funds and have  held
     off  any  activities  to  raise additional  until  late
     summer of 2001.

  * Balance  of  2001 - The Company will seek to acquire  or
     option  at least one additional early stage exploration
     project  in  North America as part of a diversification
     strategy to lessen the reliance of the Company  on  one
     particular  property  for  the  subsequent  exploration
     season in 2001/02.

During the year, the sole officer and director made loans to
the  Company  totaling $8,400 for working capital  purposes.
This  loan  is non-interest bearing, unsecured  and  has  no
specific terms for repayment. There is no loan agreement.

Pursuant  to  an  Agreement and Plan of Reorganization  (the
"Acquisition Agreement") effective December 19,  2000,  Drew
Resources,  Inc.,  a  Nevada  corporation  (the  "Company"),
acquired  one hundred percent (100%) of all the  outstanding
shares of common stock ("Common Stock") of Buffton, Inc.,  a
Nevada corporation ("Buffton"), from all of the shareholders
of  the issued and outstanding common stock of Buffton,  for
the  aggregate par value of $0.001 per share, as well as one
share  of  Drew  Resources, Inc. for  every  ten  shares  of
Buffton  (the  "Acquisition").  The purchase price  for  the
Buffton shares was $3,000USD.

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited Financial Statements as of December. 31,  2000,
and December 31, 1999




                        AUDITORS' REPORT

To the Stockholders,
Drew Resources Inc.

We  have audited the accompanying consolidated balance sheets  of
Drew Resources Inc. (An Exploration Stage Company) as at December
31,  2000  and 1999 and the consolidated statements of  loss  and
deficit  accumulated during the exploration stage,  stockholders'
equity  (deficiency) and cash flows for the years ended  December
31,  2000 and 1999 and for the period December 16, 1998 (Date  of
Incorporation)  to December 31, 1998. These financial  statements
are   the   responsibility  of  the  company's  management.   Our
responsibility  is  to express an opinion on  these  consolidated
financial statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  Those
standards  require that we plan and perform an  audit  to  obtain
reasonable assurance whether the financial statements are free of
material  misstatement.  An audit includes examining  on  a  test
basis,  evidence  supporting the amounts and disclosures  in  the
financial  statements.  An  audit  also  includes  assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audit provides  a  reasonable
basis for our opinion.

In  our  opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of  Drew
Resources  Inc. as at December 31, 2000 and 1999 and the  results
of its operations and cash flows for the years ended December 31,
2000  and  1999  and for the period December 16,  1998  (Date  of
Incorporation)   to  December  31,  1998,  in   accordance   with
accounting principles generally accepted in the United States  of
America.

The  accompanying consolidated financial statements  referred  to
above  have been prepared assuming that the company will continue
as  a  going  concern.  As discussed in Note 1 to  the  financial
statements, the company is in the exploration stage, and  has  no
established source of revenue and is dependent on its ability  to
raise  capital  from  shareholders or other  sources  to  sustain
operations. These factors, along with other matters as set  forth
in  Note 1, raise substantial doubt that the company will be able
to  continue  as  a  going  concern. The  consolidated  financial
statements do not include any adjustments that might result  from
the outcome of this uncertainty.


/s/ Vancouver, Canada                        /a/ Amisano Hanson
March 2, 2001                                Chartered Accountants





                       DREW RESOURCES INC.
                 (An Exploration Stage Company)
                   CONSOLIDATED BALANCE SHEETS
                   December 31, 2000 and 1999
                     (Stated in US Dollars)
<TABLE>
<S>                            <C>          <C>
                        ASSETS
                                     December 31,
                                  2000         1999
Current
   Cash                          $    148      $  1,315
   Accounts receivable                  -            79
                                 --------     ---------
                                      148         1,394
Mineral property - Note 3           5,000         6,600
Organization costs                  3,000             -
                                 --------     ---------
                                 $  8,148      $  7,994
                                 ========     =========

                      LIABILITIES
Current
  Accounts payable               $  5,038      $  2,039
                                    8,400             -
                                 --------     ---------
                                   13,438         2,039
                                 --------     ---------

           STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par
value
  1,000,000 shares authorized,
  none outstanding
Common stock, $0.001 par value
  50,000,000 shares authorized
  5,300,000 outstanding            28,000        25,000

Deficit accumulated during the
Exploration stage                (33,290)      (19,045)
                                 --------     ---------
                                 ( 5,290)         5,955
                                 --------     ---------
                                 $  8,148      $  7,994
                                 ========     =========
</TABLE>
Nature and Continuance of
Operations - Note 1
Commitments - Note 3

Approved by the Director:

Shane Lowry, Director


                     SEE ACCOMPANYING NOTES




                               DREW RESOURCES INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the year ended December 31, 2000 and 1999,
  for the period December 16, 1998 (Date of Incorporation) to December 31, 1998
                                      and
  for the period December 16, 1998 (Date of Incorporation) to December 31, 2000
                              (Stated in US Dollars)


<TABLE>
<S>                                    <C>             <C>             <C>             <C>
                                                                        December 16,     December 16,
                                                                           1998              1998
                                            Year            Year        (Date of          (Date of
                                           Ended            Ended      Incorporation)   Incorporation)
                                        December 31,    December 31,   to December 31,  to December 31,
                                            2000            1999            1998             2000

Expenses
  Professional fees                        $   6,289         $   8,651       $   1,000         $ 15,940
  Bank charges                                    75               154               -              229
  Consulting fees                                  -             3,368               -            3,368
  Filing fees                                  1,281             3,078               -            4,359
  Office                                           -                74               -               74
  Travel                                           -             2,720               -            2,720
  Write-off of resource property
  -Note 3                                      6,600                 -               -            6,600
                                         -----------        ----------       ---------        ---------
Net loss for the period                       14,245            18,045           1,000           33,290

Deficit, beginning of period                  19,045             1,000               -                -
                                         -----------        ----------       ---------        ---------
Deficit, end of period                     $  33,290         $  19,045       $   1,000         $ 33,290
                                         ===========        ==========       =========        =========
Loss per share                             $       -         $    0.01       $       -
                                         ===========        ==========       =========
Weighted average number of
shares outstanding                         5,009,863         1,917,124               -
                                         ===========        ==========       =========
</TABLE>

                             SEE ACCOMPANYING NOTES




                               DREW RESOURCES INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the year ended December 31, 2000 and 1999,
  for the period December 16, 1998 (Date of Incorporation) to December 31, 1998
                                      and
  for the period December 16, 1998 (Date of Incorporation) to December 31, 2000
                              (Stated in US Dollars)

<TABLE>
<S>                                    <C>              <C>            <C>             <C>
                                                                        December 16,    December 16,
                                                                            1998            1998
                                            Year             Year         (Date of        (Date of
                                            Ended           Ended      Incorporation)   Incorporation)
                                        December 31,     December 31,  to December 31,   to December 31,
                                            2000             1999           1998            2000

Cash Flows used in Operating
Activities
  Net loss for the period                  $ (14,245)       $ (18,045)     $ ( 1,000)      $ (33,290)
  Add item not involving cash:
   Loss on write-off of resource                6,600                -              -           6,600
property
  Changes in non-cash working capital
   balances related to operations:
    Accounts receivable                            79         (    79)              -               -
    Accounts payable                            2,999            1,039          1,000           5,038
    Loan payable                                8,400                -              -           8,400
                                           ----------       ----------     ----------      ----------
                                                3,833         (17,085)          1,000        (13,252)
                                           ----------       ----------     ----------      ----------
Cash Flow from Financing Activity
  Capital stock issued                              -           25,000              -          25,000
                                           ----------       ----------     ----------      ----------
Cash Flow used in Investing Activity
  Mineral property acquisition cost          ( 5,000)         ( 6,600)              -        (11,600)
                                           ----------       ----------     ----------      ----------
Net change in cash during the period         ( 1,167)            1,315              -             148

Cash, beginning of the period                   1,315                -              -               -
                                           ----------       ----------     ----------      ----------
Cash, end of period                          $    148         $  1,315       $      -        $    148
                                           ==========       ==========      =========      ==========
</TABLE>

                             SEE ACCOMPANYING NOTES



                               DREW RESOURCES INC.
                         (An Exploration Stage Company)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
  for the period December 16, 1998 (Date of Incorporation) to December 31, 2000
                             (Stated in US Dollars)
<TABLE>
<S>                             <C>            <C>          <C>          <C>            <C>
                                                                            Deficit
                                                                          Accumulated
                                                             Additional   During the
                                  (Note 2) Common Shares      paid-in     Exploration
                                      #         Par Value     Capital        Stage          Total


Net loss for the period                    -        $     -      $     -    $ ( 1,000)     $ ( 1,000)
                                  ----------       --------     --------    ----------     ----------
Balance as at
December 31, 1998                          -              -            -      ( 1,000)       ( 1,000)

Capital stock issued
pursuant to offering
memorandum for cash - $0.01        5,000,000          5,000       20,000             -         25,000

Net loss for the period                    -              -            -      (18,045)       (18,045)
                                  ----------       --------     --------    ----------     ----------

Balance as at
December 31, 1999                  5,000,000          5,000       20,000      (19,045)          5,955

Capital stock issued to acquire
100% of Buffton, Inc.
- at $0.01 - Note 5                  300,000            300        2,700             -          3,000
Net loss for the year                      -              -            -      (14,245)       (14,245)

Balance, as at
December 31, 2000                  5,300,000        $ 5,300      $22,700     $(33,290)     $  (5,290)
                                  ==========       ========     ========    ==========     ==========
</TABLE>

                             SEE ACCOMPANYING NOTES

                       DREW RESOURCES INC.
                 (An Exploration Stage Company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         for the years ended December 31, 2000 and 1999,
   for the period December 16, 1998 (Date of Incorporation) to
                        December 31, 1998
 and for the period December 16, 1998 (Date of Incorporation) to
                        December 31, 2000
                     (Stated in US Dollars)

Note 1 Nature and Continuance of Operations

       The  company  is in the exploration stage.  The  company
       has  the  option to acquire a resource property  located
       in  Idaho,  USA that it intends to commence the  process
       of  exploring  and has not yet determined  whether  this
       property   contains  reserves  that   are   economically
       recoverable.   The  recoverability of amounts  from  the
       resource  property will be dependent upon the  discovery
       of  economically  recoverable reserves, confirmation  of
       the  company's interest in the underlying property,  the
       ability of the company to obtain necessary financing  to
       satisfy  the expenditure requirements under the resource
       property  agreement and to complete the  development  of
       the  property  and upon future profitable production  or
       proceeds for the sale thereof.

       These   consolidated  financial  statements  have   been
       prepared  on  a  going concern basis.  The  company  has
       accumulated a deficit of $33,290 since inception and  at
       December  31,  2000  the company has a  working  capital
       deficiency  of  $13,290.  Its ability to continue  as  a
       going  concern  is  dependent upon the  ability  of  the
       company to generate profitable operations in the  future
       and/or  to  obtain the necessary financing to  meet  its
       obligations  and  repay  its  liabilities  arising  from
       normal business operations when they come due.

       The  company was incorporated in Nevada on December  16,
       1998.

Note 2 Summary of Significant Accounting Policies

       The  consolidated financial statements  of  the  company
       have   been   prepared  in  accordance  with  accounting
       principles  generally accepted in the United  States  of
       America.   Because  a  precise  determination  of   many
       assets  and liabilities is dependent upon future events,
       the  preparation of financial statements  for  a  period
       necessarily  involves  the use of estimates  which  have
       been  made using careful judgement.  Actual results  may
       vary from these estimates.

       The  financial statements have, in management's opinion,
       been  properly  prepared  within  reasonable  limits  of
       materiality  and within the framework of the significant
       accounting policies summarized below:

       Organization
       Drew  Resources  Inc. was incorporated on  December  16,
       1998  under  the  laws  of  the  State  of  Nevada.   On
       November  2,  2000,  the company underwent  a  2  for  1
       common  stock  split for shareholders of  record  as  of
       October   27,   2000.    This  transaction   was   given
       retroactive effect in the financial statements.



Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
for the years ended December 31, 2000, 1999 and
December 16, 1998 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars) - Page 2

Note 2 Summary of Significant Accounting Policies - (cont'd)

       Organization - (cont'd)
       On  December 19, 2000, the company acquired 100% of  the
       outstanding   shares   of  Buffton,   Inc.,   a   Nevada
       corporation,  for 300,000 common shares.  Buffton,  Inc.
       is an inactive company with no assets or revenue.

       Princples of Consolidation
       These  consolidated  financial  statements  include  the
       accounts  of  Drew  Resources Inc. and its  wholly-owned
       subsidiary,  Buffton, Inc. (an inactive  company).   All
       significant  inter-company  transactions  and   balances
       have been eliminated on consolidation.

       Exchange Act Guide 7
       The  Securities and Exchange Commission's  Exchange  Act
       Guide  7 "Description of property by issuers engaged  or
       to   be   engaged  in  significant  mining   operations"
       requires that mining companies in the exploration  stage
       should  not  refer  to themselves as  development  stage
       companies in the financial statements, even though  such
       companies   should  comply  with  Financial   Accounting
       Standard   Board   Statement  No.  7,   if   applicable.
       Accordingly,  the company has not been  referred  to  as
       being a development stage company.

       Organization Costs
       Organization  costs will be amortized on a straight-line
       basis over three years.

       Resource Properties
       The  acquisitions of resource properties  are  initially
       recorded  at  cost.   Producing mineral  properties  are
       depleted over their estimated useful lives based upon  a
       method   relating   recoverable  mineral   reserves   to
       production.  Non-producing mineral properties  that  the
       company  abandons  interest in are  written-off  in  the
       year of abandonment.  Exploration costs are expensed  as
       incurred.



Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
for the years ended December 31, 2000, 1999 and
December 16, 1998 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars) - Page 3

Note 2 Summary of Significant Accounting Policies - (cont'd)

       Environmental Costs
       Environmental  expenditures  that  relate   to   current
       operations  are expensed or capitalized as  appropriate.
       Expenditures  that  relate  to  an  existing   condition
       caused  by  past operations, and which do not contribute
       to  current or future revenue generation, are  expensed.
       Liabilities  are recorded when environmental assessments
       and/or  remedial efforts are probable, and the cost  can
       be  reasonably  estimated.   Generally,  the  timing  of
       these  accruals coincides with the earlier of completion
       of  a feasibility study or the company's commitments  to
       plan of action based on the then known facts.

       Income Taxes
       The  company uses the liability method of accounting for
       income   taxes   pursuant  to  Statement  of   Financial
       Accounting  Standards,  No. 109 "Accounting  for  Income
       Taxes".

       Basic Loss Per Share
       The  company reports basic loss per share in  accordance
       with  Statement  of Financial Accounting  Standards  No.
       128  "Earnings  Per  Share".  Basic loss  per  share  is
       calculated using the weighted average number  of  shares
       outstanding during the periods.  Diluted loss per  share
       has not been provided as it would be antidilutive.

       Fair Value of Financial Instrument
       The   carrying  value  of  cash,  accounts   receivable,
       accounts  payable  and loans payable  approximates  fair
       value   because   of   the  short  maturity   of   these
       instruments.

Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
for the years ended December 31, 2000, 1999 and
December 16, 1998 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars) - Page 4

Note 3 Mineral Property

       i)   Deer Creek Property
          By  a  letter agreement dated October 30,  2000,  the
          company entered into a 20 year lease agreement of  16
          unpatented  mineral claims located in  Lemhi  County,
          Idaho for the following advance royalty payments  and
          performance requirements:

          Advance Royalty:
          -    $5,000 upon signing (paid);
          -    $5,000 on or before November 3, 2001;
          -    $10,000 on or before November 3, 2002;
          -    $20,000 on or before November 3, 2003;
          -    $50,000 on or before November 3, 2004;  and
          -    $50,000 on each November 3 thereafter.

          Performance Requirement:
          The  company must pay federal and state mining  claim
          maintenance fees for any year in which this agreement
          is maintained in good standing after June 1.

          The lessor has retained a 3% net smelter return.

       ii)  Forest Syndicate Property
          By  a  memorandum of understanding dated December  5,
          1998,  the company was granted the option to  acquire
          up to a 100% interest in 11 mineral claims located in
          the   Liard  Mining  Division  of  British  Columbia.
          During  the  year ended December 31, 2000, management
          of  the  company decided to abandon these claims  and
          allowed the option to expire and consequently  wrote-
          off costs totalling $6,600.

Note 4 Related Party Transactions

       Loans  payable  as  at  December 31,  2000,  consist  of
       $8,400   (1999:   $Nil)  advanced  for  working  capital
       purposes.   This amount is due to the president  of  the
       company, is non-interest bearing, unsecured and  has  no
       specific terms for repayment.



Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
for the years ended December 31, 2000, 1999 and
December 16, 1998 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars) - Page 5

Note 5 Non-cash Transactions

       Investing  and financing activities that do not  have  a
       direct  impact  on current cash flows are excluded  from
       the  statement of cash flows.  On December 19, 2000, the
       company  acquired  100%  of the  outstanding  shares  of
       Buffton,  Inc.  by issuing 300,000 common  shares  at  a
       value  of  $3,000.  This transaction was  excluded  from
       the statement of cash flows.

Note 6 Deferred Tax Assets

       The   Financial   Accounting  Standards   Board   issued
       Statement  Number  109 in Accounting  for  Income  Taxes
       ("FAS   109")  which  is  effective  for  fiscal   years
       beginning after December 15, 1992.  FAS 109 require  the
       use  of the asset and liability method of accounting  of
       income taxes.  Under the assets and liability method  of
       FAS   109,  deferred  tax  assts  and  liabilities   are
       recognized  for the future tax consequences attributable
       to   temporary   differences   between   the   financial
       statements  carrying  amounts  of  existing  assets  and
       liabilities  and  their respective tax bases.   Deferred
       tax  assets  and liabilities are measured using  enacted
       tax  rates  expected to apply to taxable income  in  the
       years  in which those temporary differences are expected
       to be recovered or settled.

       The   following   table   summarizes   the   significant
       components of the company's deferred tax assets:

                                                       Total
       Deferred Tax Assets
        Non-capital loss carryforward                $  33,290
                                                     =========
       Gross deferred tax assets                     $  16,645
       Valuation allowance for deferred tax asset     (16,645)
                                                     ---------
                                                     $       -
                                                     =========

       The  amount  taken  into income as deferred  tax  assets
       must  reflect  that  portion  of  the  income  tax  loss
       carryforwards that is likely to be realized from  future
       operations.   The  company  has  chosen  to  provide  an
       allowance of 100% against all available income tax  loss
       carryforwards, regardless of their time of expiry.



Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
for the years ended December 31, 2000, 1999 and
December 16, 1998 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars) - Page 6

Note 7 Income Taxes

       No  provision  for  income taxes has  been  provided  in
       these  financial  statements due to the  net  loss.   At
       December  31,  2000, the company has net operating  loss
       carryforwards,   which  expire   commencing   in   2018,
       totalling  approximately $33,290, the benefit  of  which
       has not been recorded in the financial statements.

Note 8 New Accounting Standards

       In   April  1998,  the  Accounting  Standards  Executive
       committee  issued SOP 98-5, "Reporting on  the  cost  of
       start-up  activities".  This statement is effective  for
       fiscal   years  beginning  after  December   15,   1998.
       Adopting  this standard does not have a material  impact
       on   the   company's  financial  position,  results   of
       operations or cash flows.

       In  June 1998, the Financial Accounting Standards  board
       issued   SFAS   No.  133,  "Accounting  for   Derivative
       Instruments  and Hedging Activities," which standardized
       the  accounting  for  derivative instruments.   SFAS  is
       effective  for all fiscal quarters of all  fiscal  years
       beginning  after June 15, 1999.  Adopting this  standard
       will  not  have  a significant impact on  the  company's
       financial  positions,  results  of  operations  or  cash
       flows.

ITEM 8.   CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

      1.     i.     The   Company's   principal  accountant   was
               dismissed on December 19, 2000, due to the closing
               of the merger
            ii.     The  principal  accountant's  report  on  the
               financial  statements for the past two  years  was
               modified  as to uncertainty that the Company  will
               continue as a going concern.

            iii.    The   decision   to  change  accountants  was
               approved  by  the  board  of directors through the
               resolutions approving the merger.

            iv.  A.  There were no disagreements with the  former
               accountant  on any matter of accounting principles
               or  practices, financial statement disclosure,  or
               auditing  scope  or  procedure,  which,   if   not
               resolved  to  the former accountants satisfaction,
               would  have  caused it to make  reference  to  the
               subject   matter   of   the   disagreement(s)   in
               connection with its report.

      2.  A  new  accountant has been engaged  as  the  principal
          accountant  to audit the issuer's financial statements.
          The new accountant is Amisano Hanson and was engaged as
          of  December 19, 2000. Neither the Company  nor  anyone
          acting  on  its  behalf consulted  the  new  accountant
          regarding:

            ii.     the application of accounting principles to a
               specific completed or contemplated transaction, or
               the  type  of audit opinion that might be rendered
               on   the   small   business   issuer's   financial
               statements, as part of the process of deciding  as
               to the accounting, auditing or financial reporting
               issue, or

            iii.     any  matter  that  was  the  subject  of   a
               disagreement  or event identified in  response  to
               paragraph 1(iv) of this Item.

      3.  The  Company has provided the former accountant with  a
          copy  of  the  disclosures it is making in response  to
          this   Item.  The  Company  has  requested  the  former
          accountant  to  furnish  a  letter  addressed  to   the
          Commission  stating that it agrees with the  statements
          made  by the Company. The Company has filed the  letter
          as  an exhibit to the registration statement containing
          this disclosure.



                          PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,   AND
          CONTROL PERSONS

The  members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until
their  successors have been elected. The officers serve  at
the  pleasure  of the Board of Directors. The  Articles  of
Incorporation  provide that initially there  was  only  one
director.  However, that board can change the number upon a
vote of the Directors.

There  are  no  agreements for any officer  or  director  to
resign  at the request of any other person, and none of  the
officers  or directors named below are acting on behalf  of,
or at the direction of, any other person.

The  Company's officers and directors will devote their time
to  the  business on an "as-needed" basis, which is expected
to require 5-10 hours per month.

Information  as to the directors and executive  officers  of
the Company is as follows:

Name/Address                Age  Position
Shane Lowry                  32  President/Secretary/Treasurer/
#3-1924 Whyte Avenue             Director
Vancouver, B.C. Canada V6J
1B3

Shane Lowry; President/Secretary/Treasurer/Director

Shane  Lowry has been an officer and director of the Company
since  its  inception on December 16, 1998 and is  currently
serving  without  compensation. Mr. Lowry is  currently  the
President  of Icon Capital Group, Inc.  Icon Capital  Group,
Inc.  consults  with various emerging mining and  technology
companies  on  corporate  strategy  involving  acquisitions,
mergers, amalgamations and financing. From October  1997  to
June  2000,  Mr.  Lowry was employed by  Condor  Goldfields,
Inc., a publicly listed company trading on the Toronto Stock
Exchange  over-the-counter market with offices in Vancouver,
B.C.  Mr. Lowry's duties included Corporate Development  and
Investor  Relations. From July 1995 to May 1997,  Mr.  Lowry
worked  in  a  similar capacity for Eaglecrest Explorations,
Ltd., Cypango Ventures, Ltd., and U.S. Diamond Corp., all of
which  are  based  in  Vancouver, B.C.  and  listed  on  the
Vancouver Stock Exchange.

                   Independent Consultant

Richard  Kern  -  Graduating from Montana State  University,
(B.Sc - Geology) in 1971 and Idaho State University (Masters
-  Geology) in 1972, Mr. Kern has been engaged in the  field
of  geology  since  then.  He is a  Registered  Professional
Geologist  licensed to work in all U.S.  states,  and  is  a
member  of  the American Institute of Mining, Metallurgical,
and Petroleum Engineers, Inc., and the Geological Society of
Nevada.  In  October  1998, Mr. Kern completed  a  Technical
Report  on the Deer Creek Property.  From February  1998  to
present, Mr. Kern has served as President of MinQuest,  Inc,
a  private exploration company.  From 1995 to 1998 Mr.  Kern
held  the  position of District Geologist,  Western  US  for
North Mining, Inc.

There  is no family relationship between any of the officers
and  directors  of  the  Company.  The  Company's  Board  of
Directors has not established any committees.

                    Conflicts of Interest

Insofar  as the officers and directors are engaged in  other
business  activities, management anticipates it will  devote
only  a  minor amount of time to the Company's affairs.  The
officers  and  directors of the Company may  in  the  future
become   shareholders,  officers  or  directors   of   other
companies which may be formed for the purpose of engaging in
business  activities  similar  to  those  conducted  by  the
Company.  The  Company does not currently have  a  right  of
first  refusal  pertaining  to opportunities  that  come  to
management's  attention  insofar as such  opportunities  may
relate to the Company's proposed business operations.

The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that
all  opportunities  contemplated by the  Company's  plan  of
operation  which  come  to their attention,  either  in  the
performance of their duties or in any other manner, will  be
considered  opportunities of, and be made available  to  the
Company  and the companies that they are affiliated with  on
an  equal  basis.  A breach of this requirement  will  be  a
breach  of  the fiduciary duties of the officer or director.
Subject  to  the  next paragraph, if a situation  arises  in
which more than one company desires to merge with or acquire
that  target  company  and the principals  of  the  proposed
target  company have no preference as to which company  will
merge  or acquire such target company, the company of  which
the  President first became an officer and director will  be
entitled  to  proceed with the transaction.  Except  as  set
forth  above, the Company has not adopted any other conflict
of interest policy with respect to such transactions.

ITEM 10.  EXECUTIVE COMPENSATION

The Company's sole officer and director does not receive any
compensation  for his respective services  rendered  to  the
Company, nor has he received such compensation in the  past.
There  is  no  written  agreement for compensation.  He  has
agreed  to act without compensation until authorized by  the
Board  of  Directors, in which he is also the sole director.
As  of  the  date of this registration statement,  the  sole
officer is not restricted from setting his own compensation.
As  the Company becomes trading, the Company intends to  add
directors.  Once the Company has a positive cash  flow,  the
expanded  board will decide compensation. The  sole  officer
does  not  receive a regular salary, wage for his time,  and
will  not unless and until the Company's business operations
develop  to  the point where a full time or other  extensive
time  commitment  is  required.  As  of  the  date  of  this
registration  statement, the Company has no funds  available
to  pay  directors.  Further,  none  of  the  directors  are
accruing any compensation pursuant to any agreement with the
Company.

No  retirement,  pension, profit sharing,  stock  option  or
insurance  programs  or  other similar  programs  have  been
adopted by the Registrant for the benefit of its employees.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS
          AND MANAGEMENT.

The  following  table sets forth each person  known  to  the
Company,  as of March 9, 2001, to be a beneficial  owner  of
five percent (5%) or more of the Company's common stock  and
the  holdings  of the Company's sole officer  and  director.
Except  as noted, each person has sole voting and investment
power with respect to the shares shown.

Title of    Name/Address                Shares        Percentage
Class       of Owner                    Beneficially  Ownership
                                        Owned

Common      Keith Balderson (1)         400,000       7.55%
            2186 West 14th Ave.
            Vancouver, B.C. Canada
            V6K 2V6

Common      Leah Balderson (1)          510,000       9.62%
            2186 West 14th Ave.
            Vancouver, B.C. Canada
            V6K 2V6

Common      Next Millenium Management   200,000       3.77%
            (1)
            522-625 Howe Street
            Vancouver, B.C. Canada
            V6C 2S6

Common      Buffton                     300,000       5.66%
            2080 E. Flamingo Rd.,
            Suite 112
            Las Vegas, NV 89119

Common      Chitsai Tora, Inc.          400,000       7.55%
            55 Frederick & Shirley
            Sts.
            P.O. Box 13039
            Nassau, Bahamas

Common      Jason Dussault              300,000       5.66%
            421-2001 Wall Street
            Vancouver, B.C. Canada
            V5L 5E4

Common      Savannah Foundation         400,000       7.55%
            3rd Floor
            Bahamas Financial Centre
            Nassau, Bahamas

Common      Joanne Sinkins              300,000       5.66%
            302 Cedarvale Ave.
            Toronto, Ont. Canada
            M4C 4K4

Common      Brian Thomson               300,000       5.66%
            #325-3755 W. 6th Ave.
            Vancouver, B.C. Canada

Common      Andrew Walker               300,000       5.66%
            216-257 E. 12th St.
            N. Vancouver, B.C. Canada
            V7L 2J8

(1)   Keith and his wife Shelley Balderson jointly hold  60%
of Next Millenium Management and Leah Balderson holds 40% of
the   issued  and  outstanding  shares  of  Next   Millenium
Management.  Keith  and  Leah  Balderson  are   father   and
daughter,   together  with  the  share  holdings   of   Next
Millenium,  they  hold  1,110,000 shares  of  the  Company's
stock, which represents a total of 20.94% of the issued  and
outstanding shares.

The holdings of the sole officer and director:

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Shane Lowry              200,000       3.77%
           #3-1924 Whyte Ave.,
           Vancouver, B.C. Canada
           V6J 1B3

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no relationships or transactions to report.

ITEM 13.  EXHIBITS.

EXHIBITS

          2.  Agreement    and    Plan   of   Reorganization
              (incorporated  by  reference  to  the  amended
              Form  10-SB  and amended Form 8-K  filed  with
              the SEC on March 30, 2001, respectively)

          3.1 Articles  of  Incorporation  (incorporated  by
              reference  to  the  amended  Form  10-SB   and
              amended  Form 8-K filed with the SEC on  March
              30, 2001, respectively)

          3.2 By-Laws  as  amended  on  December  19,   2001
              (incorporated  by  reference  to  the  amended
              Form  10-SB  and amended Form 8-K  filed  with
              the SEC on March 30, 2001, respectively)

          10. Letter   Agreement  for  Deer  Creek  Property
              (incorporated  by  reference  to  the  amended
              Form  10-SB  and amended Form 8-K  filed  with
              the SEC on March 30, 2001, respectively)

          16. Letter  re  change  in  certifying  accountant
              (incorporated  by  reference  to  the  amended
              Form  10-SB  and amended Form 8-K  filed  with
              the SEC on March 30, 2001, respectively)
                         SIGNATURES

In  accordance  with Section 13 or 15(d) of  the  Securities
Exchange Act, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
                           Drew Resources, Inc.


                           By:
                              Shane Lowry, President

                           Date: April 2, 2001