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

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





                             J A B INTERNATIONAL INC



                               Filing Type: 10KSB
                           Description: Annual Report
                            Filing Date: Apr 19, 2002
                            Period End: Jun 30, 2001







<PAGE>


J A B INTERNATIONAL INC - 10KSB - Annual Report                       6/30/2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
        Data provided by EDGAR Online, Inc. (http://www.edgar-online.com)
                           ---------------------------
                                Table of Contents



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



                                 10KSB OTHER DOC

Part I.........................................................................3
  Item I.  Description of Business.............................................3
  Item 2.  Description of Property............................................10
  Item 3.  Legal Proceedings..................................................16
  Item 4.  Submission of Matters to a Vote of Security Holders................19
Part II.......................................................................19
  Item 5.  Market for Common Equity and Related Stockholder Matters...........19
  Item 6.  Management's Discussion and Analysis or Plan of Operation..........19
  Item 7.  Finacial Statements................................................21
        Independant Auditor's Report.........................................F-1
        Balance Sheet........................................................F-2
        Statement of Operations..............................................F-3
        Statements of Shareholders' Equities.................................F-4
        Cash Flow Statement.................................................F-11
        Notes to the Financial Statements...................................F-13
  Item 8.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure...............................................22
Part III......................................................................22
  Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................22
  Item 10. Executive Compensation.............................................24
  Item 11. Security Ownership of Certain Beneficial Owners and Management.....25
  Item 12. Certain Relationships and Related Transactions.....................25
  Item 13. Exhibits and Reports on Form 8-K...................................26
Signatures ...................................................................27


<PAGE>


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

                                   FORM 10-KSB

(Mark One)

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

For the fiscal year ended JUNE 30, 2001

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

Commission file number 0-12761

                           J.A.B. INTERNATIONAL, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             NEVADA                                            88-0180496
  ------------------------------                             ---------------
 (State or Other Jurisdiction of                            (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)


                 2400 Augusta Place, Suite 295, Houston, TX 77057
                     --------------------------------------
                    (Address of principal executive offices)

                                 (713) 785-5224
                 ----------------------------------------------
                (Issuer's telephone number, including area code)

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

Securities registered under Section 12(g) of the Exchange Act: COMMON, PAR VALUE
$.0001

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

                                                        Yes     No  X
                                                           -----  -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is 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 amendment to this Form 10-KSB.

State  Issuer's  revenues for its most recent fiscal year:  roughly  $5,550 from
interest off bonds.




<PAGE>





State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  As of March 30,  2001,  the  aggregate
market  value  of  the  Common  Stock  held  by  non-affiliates  of  the  Issuer
(10,711,893)  common  shares  was  approximately   $321,356,   The  most  recent
transaction  prior to June 30, 2001,  had a purchase price in the amount of $.03
per  share  which  is the  amount  the  Registrant  used  for  purposes  of this
disclosure.

The number of shares  outstanding  of the Common Stock ($.0001 par value) of the
Issuer as of the close of business on June 30, 2001 was 24,358,365

Documents Incorporated by Reference: None

Transitional Small Business Disclosure Format:       Yes       No  X
                                                         -----   -----

                                        2

<PAGE>

                                     Part I

Item 1.   Description of Business.

Background

     Brush  Creek  Mining  and   Development   Co.,  Inc.  (the  "Company")  was
incorporated  in 1982 and is engaged in the  exploration and development of gold
and diamond  mining  properties.  From its  incorporation  until April 1989, the
Company operated as a mining and mineral  development  company at which time its
mining operations,  conducted through the Brush Creek Joint Venture of which the
Company owned 40%,  were  terminated.  Shortly  thereafter,  the Company  became
actively engaged in acquiring  additional mineral  properties,  raising capital,
and preparing  properties for resumed  production.  The Company did not have any
significant  operations  or  activities  from April 1989 through June 1989,  and
suspended  all  mining  operations  and  reduced  its  activities  to a care and
maintenance  level.  Accordingly,  the Company is deemed to have  reentered  the
development stage effective July 1, 1989.

     The Company currently owns 6 former producing gold mines in the most famous
high-grade  gold  district  in  California.  The  Company's  land is assessed at
$9,000,000  with a  $1,000,000  mill  plant on site and a  $48,202,000  tax loss
carry-forward.  The  Company  currently  has over 5,316  acres of  patented  and
un-patented  lode and placer claims.  Additionally,  the Company controls 49,000
feet along a major gold bearing structure. The Company owns both the Brush Creek
upper and lower mines, as well as the Carson,  High Commission,  Gardner's Point
and Pioneer Mines. . In fiscal 1997,  the Company  acquired  options to purchase
the New California Placer Mine and Wilbank's Placer and Loade Mine. All of these
mines,  except for the  Gardner's  Point and Pioneer  Mines,  are located in the
Allegheny-Forest-Downieville mining districts on the western slope of the Sierra
Nevada mountain range in northern California and comprise  approximately  18,000
acres. Because of the proximity of the mines to each other, at such time as gold
prices and mining costs make it cost effective to mine, the Company  believes it
can efficiently  mine and operate these properties since it will be able to take
advantage  of  economies  of scale by sharing  personnel,  mill  facilities  and
equipment.

     Based on previous studies completed in December 1990,  management  believed
that the Company's mines had sufficient  mineralization  to warrant  feasibility
studies and in January 1991 engaged Keewatin Engineering to conduct and document
those studies.  The Company  received Phase I and Phase II reports dated October
1992  from  Keewatin  Engineering.  The  Phase  I  and  Phase  II  reports  were
exploration and development reports of the  Allegheny-Forest-Downieville  mining
district and mining  properties  of the Company,  including an evaluation of the
underground  hard-rock  system and surface geology studies to identify  precious
metal rock units, and additional structural geology studies within the district.
The Ruby Mine was the Company's  original  focus because of its rich  production
history and because  permits were in place for placer  production  and hard rock
exploration.

     The Company  filed its plan of operation for the Ruby and Carson Mines with
the United States Forestry  Department,  and has obtained all necessary  permits
for  continued  production  and  milling  at the Ruby  Mine of up to 225 tons of
material per day. In order to continue the underground development of the Carson
vein system,  a more extensive  geologic  evaluation  using diamond  drilling on
surface and  subsurface  should be  completed.  As this was a capital  intensive
expense,  the Company  decided to detain further  development of the Carson Mine
until the Company decides to integrate this program into its future  development
budget.

     From February  1992 when the Company  began limited  production at the Ruby
Mine to  December  1992 when the  Company  ceased  production  due to  inclement
weather,  the Company  milled  approximately  7,300 tons of  mineralized  placer
material  and  recovered  approximately  200 ounces of gold,  an amount  that is
inconsistent  with  historical  production at the Ruby Mine in the early 1940's.
However, the Company's management believes that these preliminary results are

                                        3

<PAGE>


too small to be a reliable  representative sample of the expected placer grades.
See "Mining  Properties"  under  "Properties"  for a detailed  discussion of the
mining properties controlled by the Company.

Merger with J.A.B. International Trading Co.

     Effective  April 14,  1999,  the Company  merged with J.A.B.  International
Trading Co., a Florida corporation ("JAB"),  with the Company as the corporation
surviving  the  merger.  As a result  of the  merger,  the  shareholders  of JAB
acquired a controlling interest in the Company. Jefferson A. Bootes, the current
President and Chairman of the Board of the Company and the former  President and
a  controlling  shareholder  of JAB,  was  appointed as President of the Company
March  1,1999.  As a result of the merger,  Mr.  Bootes  received  approximately
3,000,000  shares  of Common  Stock,  or  approximately  50% of the  issued  and
outstanding common stock in the Company.

     JAB was organized in 1992 to engage in the business of mining and exporting
diamonds  and gold from the  Central  African  Republic  ("CAR") for sale in the
United States and Europe.  JAB decided to engage in this  business  because of a
long history of involvement in the CAR, which included  researching  the country
and assessing its suitability as a site for a mining operation.

     In 1994, JAB acquired a  CAR-registered  company VOCAR S.A.R.L.  ("VOCAR").
VOCAR  holds the  permits to a mining  concession  located  in the  Southeastern
section of the CAR. The mining area is approximately  3,500 square kilometers in
size with one major river and hundreds of tributaries flowing through it.

     In 1997,  JAB  acquired  an 80% stake in the  "Esperanza  Gold  Project," a
49,000 acre placer gold mine located in Southeastern  Honduras.  Under the terms
of the agreement JAB gave Esperanza mining company 50,000 shares of common stock
and a 3% Net  smelter  Royalty  for 2 years  for 80% of the  claim.  Only  minor
exploration  has taken  place to date,  but a full  geological  and  engineering
report is expected to be completed by mid 2001.

     By operation of the merger,  the properties and interests  owned by JAB are
now owned by the Company.

Diamond Exploration

     With respect to the former JAB properties,  during the early development of
the VOCAR  project,  JAB initiated an exploration  program  digging over 50 test
pits and recovering  high-grade diamonds and gold. These tests indicated a yield
of 0.23 carats of diamonds and 0.2 grams of gold per cubic meter of gravel.  JAB
has estimated that the property has over 20,000,000  cubic meters of diamond and
gold-bearing gravel.


                                        4

<PAGE>



The Company's Current Strategy

1.   Honduras,.  The company  expects to begin a engineering  and  environmental
     impact study by mid-June  2002 with the purpose of filing with the Honduran
     government  for final  approval  to begin  logging  operations  and initial
     geological studies by June 1, 2002 and limited test mining by October 2002.
     The company will mine the gold behind the harvest,  reclaiming the land and
     take  re-foresting the property as it goes. The project is expected to take
     10 years to complete.

2.   C.A.R.,  The Company plans to do several  inspection trips in the spring of
     2001 to establish the best  location of its base camp and plant  locations.
     Once the locations are established and financing in place JAB will ship the
     need equipment and supplies by ship to Douala,  Cameroon and then on to CAR
     by truck.

     JAB expects to have its first  plant and base camp on site by October  2002
     with  productions  set to begin by January of 2003.  The company  will have
     geological,  engineering  and  valuation  reports  conducted  along with an
     airborne  magnetic survey to locate the kimberlite  source of the diamonds.
     It is the  companies  plan  to use a  small  amount  of  profits  from  the
     operation  to build  schools  throughout  the  country  as well as  sponsor
     Doctors and Nurses on trips to the CAR to improve the  education and health
     of the people.

3.   Brush  Creek  Properties-  The  company  plans  to  follow  a clean  up and
     abatement order from the Dept. of Conservation and the US Forest service to
     bring the properties up to code by July 2002.

     During the summer of 2002 the  company  intends  to have a  geologist  from
     A.C.A. Howe on site taking all previous  geological and engineering reports
     completed  to date to produce  one  cohesive  report.  Once the company has
     thoroughly  gone  through the past reports a 10 month  exploration  program
     will  commence  with  geological  studies to be  completed  by A.C.A.  Howe
     Inter.,  engineering and feasibility  studies by SNC-Lavalin and valuations
     to be assessed by and Big 7 accounting  firm.  This process will be carried
     out for all of the Companies properties.

     The company  also plans to  negotiate  with the owners of the Ruby and Kate
     Hardy mines for the possible purchase of those properties.

     The company will  negotiate  with the State of  California  concerning  the
     Gardner's  Point  property.  The site has an  estimated  35 Million tons of
     silica sand. The company  researched  the  feasibility of the operation and
     determined that the railheads were to far from the project site to make the
     operation  profitable.  The company  would like to have a spur run from the
     railhead  to a  location  close  enough  to the  site to make  the  project
     profitable. In consideration of this the Company is


                                        5

<PAGE>


     willing to propose that after the mining  operation  is completed  the hole
     left by the mining  would be turned  into a man made lake and the  property
     donated to the state as a Ranger station, research park and scout camp.

General

     Pursuant to the  unanimous  written  consent of the Board of  Directors  of
J.A.B.  INTERNATIONAL INC. dated June 1, 2001, the board authorized the creation
or the acquisition of subsidiaries to hold mining properties.

     On June 4, 2001, the Company  acquired 100% of the stock in Gables Company.
Inc. a Florida corporation, in exchange for the transfer to Gables Company, Inc.
off all personal and real  properties,  both secured and unsecured,  relating to
the Brush Creek property located in Northern California.

     On June 13, 2001, the following Florida corporations were created:

a.   J.A.B. Central Africa Inc.;
b.   J.A.B. Honduras Inc.; and
c.   J.A.B. Mexico Inc.

     On June 14,  2001,  JAB was  issued  100% of the stock in each of these new
corporations.  On  or  about  June  14,  2001,  the  following  acquisitions  or
dispositions of assets were commenced:

a.   JAB transferred to J.A.B. Central Africa, Inc. all of the assets comprising
     its mining  operations in Central  Africa,  including  all permits  related
     thereto.
b.   JAB  transferred to J.A.B.  Honduras Inc. all of its assets  comprising the
     "Esperanza  Gold  Project"  a 49,000  acre  placer  gold  mine  located  in
     Southeastern Honduras.
c.   JAB assigned to J.A.B.  Mexico,  Inc. its rights to acquire certain mineral
     properties located in Zacataccus, Mexico.

     The Company plans to file for  re-listing on the Over the Counter  Bulletin
Board trading system.

     Further plans are to have the Company listed on the American Stock Exchange
as soon as practicable.

Northern California Properties


     During fiscal 1998, the Company pursued a joint venture  partner,  which it
began in fiscal 1997. In November  1997,  the Company  successfully  concluded a
mining  agreement with Sterling  Mining,  LLC that called for payments  totaling
$9,000,000.  Subsequently,  in February 1998, the lead  negotiators for Sterling
Mining agreed to  contribute  an additional  $6,000,000 to the Company under the
name of Volcanic  Resources,  LLC.  The monies  were to be paid in over  several
years.  The initial  venture  contributions  were primarily used for exploratory
mining,  which was conducted in the Lower Brush Creek Mine. Initially 9,000 tons
of  remnant  pillars  surrounding  the Golden  Gate Ore Shoot and  approximately
50,000  tons  of  material  also  situated  above  track  level  and  previously
identified as  prospective  were  targeted.  Pillar number one,  adjacent to the
dyke,  yielded  high-grade  specimen gold until Company miners  discovered that,
contrary to maps in the Company's possession, its top had been previously mined,
presumably  by a lessor.  Pillar number four also proved to have been mined more
extensively than expected.  The  remaining  material in the pillar was below ore

                                        6

<PAGE>


grade. At about the same time, Company mining engineers and geologists concluded
that  stopping  on the fifth and sixth  levels of the  Golden  Gate Shaft to the
south of the ore shoot and underhand  stopes on the Peavine level might indicate
the presence of an ore shoot.  Extensive  exploratory  mining  produced  several
rounds of encouraging high grade gold. Other rounds were barren, but many showed
visible gold. Overall, the effort was inconclusive.

     During  1998,  the  Company  planned  for and began  construction  of a new
tailings disposal pit on the Carson site. Finally,  the Company investigated the
potential for mining silica at two of its mine sites. Plans during 2000 were for
developing  operations  for  silica.  However,  after  several  months,  it  was
discovered that transporting the material from the site to the rail head was too
great for the project to be profitable at this time.

     The  Company  has two  types of gold  deposits,  placer  deposits  and lode
deposits.  The area has been successfully  mined since the mid-1800's,  however;
even so,  experts  that have  tested the site have stated that only about 10% of
the gold in the ground has been extracted. The Company believes that some of the
properties can be brought on line immediately while also conducting an extensive
exploration program.

Exploration

     Starting  in  mid-2002,  and subject to the  Company's  being able to raise
necessary  working  capital,  the  Company  intends  to enlist the  services  of
SNC-Lavalin  Engineering and A.C.A.  Howe  International to begin an underground
drilling program,  starting with the upper (now "Devine Intervention") and lower
Brush Creek  properties,  Gardner's Point and the Carson mine. The Company plans
to  conduct  preliminary  exploration  and  pre-engineering  studies.  This will
include a study of the previous records,  sampling of the ore deposits, and test
mining selected areas.

CAR Properties

     The Company's  diamond project in the Central Africa Republic ("CAR") is an
alluvial  mining  operation  with an  exploration  plan to locate the Kimberlite
source.  The following  mining plan will outline the specialized  nature of this
operation the  equipment,  personnel,  logistical  support,  communications  and
security needed to make this venture  successful.  There has been no activity on
this project in fiscal 1999 or 2000. Representations made are forward looking on
planned development and production.

     Phase I. Strip mining  riverbanks by removing  clay and some  overburden to
reach and extract the diamond bearing gravel.

     Phase II. The mining  equipment to be used for Phase II of this project has
been custom  designed  specifically  for this project by Aztec  Development  and
International  Resource  Development ("IRD"). The machinery that they will build
and install will be placed on steel barges built by Suggart Manufacturing.

                                        7

<PAGE>

     The Company  intends to enlist the services of a Big 5  accounting  firm to
prepare our 2002 audit and Geologists A.C.A.  Howe Inter. to prepare  geological
and valuations of the mining project. The Company intends to enlist the services
of some of the  biggest  names in the mining  industry  to supply the mining and
support  equipment needed for this project.  Some of these individuals will also
act  as  consultants  for  the  on  going  operation.   Also,  numerous  jewelry
manufacturers  and  diamond  wholesale  buyers in Europe and the U.S.  have been
contacted  and are willing to buy the entire  diamond  production as soon as the
operation begins.

     Geological  and  Feasibility  Studies.  In order to establish if an area is
suitable for a mining operation, certain studies and reports have been completed
in order to confirm that the proposed site has a significant  enough presence of
minerals to substantiate the cost of extraction.

     JAB has spent years  studying  the CAR  properties  and its  potential as a
viable  mining  venture.  The data gathered so far has shown that the VOCAR area
will  produce in excess of 0.23 carats of diamonds per cubic meter and 0.2 grams
of gold as well; however, no assurance thereof can be given.

     The  Company  intends to retain the  services of  SNC-Lavalin  Engineering,
Inc., an environmental  and mining  engineering firm out of Toronto,  Canada, to
complete the engineering and feasibility study for the projects.

     The Company intends to retain the services of Fugro Airborne  Surveys Corp.
to complete a high-resolution  airborne  magnetic and geophysical  survey of the
CAR project area.

     Investment Risks.  Mining for diamonds and gold in three different parts of
the world is a difficult and expensive task. In order to protect the Company and
its  shareholders  from  potential  loss,  careful  planning  has gone  into the
structuring of all phases of the VOCAR CAR project.  Even with all the hard work


                                        8

<PAGE>

and planning  that has gone into this  venture,  investors  should be aware that
this is a risky  undertaking.  The  following  will  outline  the steps that the
Company has taken to remove as much of the risk as possible.

     1. Security.  The Company has consulted with security  experts to assist in
the design of all mine sites  security and  surveillance  systems.  Securing the
safe  transport of the diamonds to the U.S. is one  critical  concern,  with the
help of the security  consultants;  the Company has  developed a secure means of
transporting  the diamonds out of Africa.  The Company also will be retaining an
outside  security  company to handle the  security of our gold  mining  sites to
prevent theft.

     2. Personnel.  From the outset the people associated with this project have
been chosen for their  experience and reputation in their  respective  fields. A
great amount of time has gone into  researching  this project and in finding the
experts and key personnel that will be working on this project.

     3. Insurance.  The Company has registered with Overseas Private  Investment
Corporation for political risk insurance.  This U.S.  government  agency insures
American  companies and their  investors  against  political  violence,  hostile
takeovers and expropriation by the host government.

Competition

     The  Company  operates  in an  industry  that is  characterized  by intense
competition  for  resources,  equipment  and  personnel.  Some of the  Company's
principal  competitors are  substantially  larger,  have  substantially  greater
resources,  and expend  considerably larger sums of capital than the Company for
exploration, rehabilitation and development.

Governmental Regulation

     The Company's  mining  facilities and operations are subject to substantial
government  regulation,  including federal, state and local laws concerning mine
safety,  land use and  environmental  protection.  The Company  must comply with
local, state and federal requirements regarding exploration  operations,  public
safety,  employee  health and safety,  use of  explosives,  air  quality,  water
pollution,  noxious odor,  noise and dust  controls,  reclamation,  solid waste,
hazardous  waste and wildlife,  as well as laws  protecting  the rights of other
property  owners and the public.  Although  the Company  believes  that it is in
substantial compliance with such regulations, laws and requirements with respect
to the mines  currently  in  operation,  failure to comply could have a material
adverse  effect  on the  Company,  including  substantial  penalties,  fees  and
expenses,  significant  delays in the  Company's  operations  and the  potential
shutdown of the  Company's  operations.  The Company must also obtain and comply
with local, state and federal permits,  including waste discharge  requirements,
other  environmental   permits,  use  permits,  plans  of  operation  and  other
authorizations.  Obtaining these permits can be very costly and take significant
amounts of time.  Although the Company foresees no material  problems or delays,
no assurances can be given that the Company can obtain the necessary  permits or
commence mining operations,  or that, if permits are obtained,  there will be no
delay in the  Company's  operations  or that the Company can  maintain  economic
production in compliance with the necessary permits.

Employees

     As of June 30, 2001, the Company had one full-time employee. When operating
funds are obtained,  employees  will be hired to operate the  Company's  Central
African Republic,  Northern California and Honduras properties and the Company's
corporate offices in the United States.

                                        9

<PAGE>


Major Customers

     The  Company  is  not  dependent  upon  one  or a few  major  customers  or
suppliers.

Costs and Effects of Compliance with Environmental Laws

     The  Company  complies  with  all  applicable  federal,  state,  and  local
environmental  laws and  regulations,  none of which the Company believes have a
material   effect  on  its  operations  and  business.   JAB  is  currently  See
"Governmental Regulation."

Item 2.   Description of Property.

Office Space

     The  Company  intends to lease  approximately  5,000  square feet of office
space  located  in  Houston,  Texas,  for  a  monthly  rental  of  approximately
$9,000.The  proposed lease is for a 5-year term. The Company believes that these
facilities  will not be  adequate  to serve the  Company's  needs for the next 2
years and that approximately 10,000 feet of additional space will be required.

Mining Properties

     The Company is currently in default on property  taxes to Sierra  County in
the sum of  $604,833.52.  The properties at risk of a tax sale are the Upper and
Lower Brush Creek mines,  Gardner's Point, Carson and the High Commission mines.
The company has made  arrangements to pay the taxes  immediately upon completion
of funding for necessary working capital.

     The  following is a discussion of the mining  properties  controlled by the
Company.  The Company began  geological  and  engineering  studies on all of its
mining  properties in January 1991.  The Company  received  Phase I and Phase II
Reports,  the  most  recent  of which is dated  October  1992,  following  these
studies.  The Company has not completed  sufficient  geological  activities  and
drilling to  establish  proven or probable ore reserves for its mines other than
with  respect to  Gardner's  Point.  The  Company  has no present  intention  of
conducting  further  geological  exploration and drilling to search for economic
mineralized material for its mining properties.


Brush Creek Mine.

     The Company owns the Brush Creek Mine,  which the Company acquired in 1982.
The Brush Creek Mine is an underground  lode gold mine located in Sierra County,
California,   approximately  eight  miles  west  of  the  town  of  Downieville,
California. It consists of eight patented mining claims comprising approximately

                                       10


<PAGE>


245 acres and 45 un-patented  mining claims comprising  approximately 960 acres.
There are no proven or probable reserves at this time. The Company believes that
all regulatory requirements are up-to-date and approved.

     All of the un-patented  claims in the mineral  property package are in good
standing  tax's  are due on  these  properties  as  well  with  assessment  work
documents  for 1997  filed  with  both the  Bureau of Land  Management  (BLM) in
Sacramento and Sierra County in  Downieville.  The patented  claims of the Brush
Creek Mine are not fully permitted for underground exploration,  development and
production. A waste discharge permit is required and a plan of operation must be
filed with the U.S.  Department of Forestry and Sierra County before  full-scale
mining may begin.  The Company intends to obtain such permit or file a plan when
feasible.

     The Brush  Creek Mine was opened in 1868 when the old Brush Creek Shaft was
sunk to a depth of  approximately  600 feet.  Reports indicate that between 1868
and 1870 it produced approximately 19,632 ounces of gold. Between 1870 and 1944,
operations  at the Brush Creek Mine were limited.  In 1870,  the mine was closed
due to poor ground  conditions,  flooding of the shaft and a fatal accident.  In
1922,  the Ante Up Mining  Company drove a 2,200-foot  drift,  which  eventually
connected with the old Brush Creek tunnel.  In 1927, shafts were driven into the
Brush  Creek  Mine by the Kate  Hardy  Mining  Company.  Between  1870 and 1994,
production  records are sparse.  Reports  during this period  indicate  that 223
ounces of gold  were  produced  in April of 1929.  Between  1944 and 1950,  A.L.
Merritt  made  additional  improvements  to the Brush Creek Mine  including  the
sinking of the Golden Gate Shaft to a depth of  approximately  647 feet.  Mining
activity  occurred  between 1978 and 1979 when new equipment was installed and a
new level was started. This activity ended when the Brush Creek Mine was flooded
due to a power failure in 1979.

Gardner's Point and Pioneer Mines.

     The Company owns the Gardner's Point and Pioneer Mines, which were acquired
by the Company in 1985. The mine has been in a care and maintenance status since
October  1988.  There are no  permits  in place at this time for this mine other
than annual storm water permits.  The Company intends to eventually  operate the
mine.  The current cost of repair and  maintenance to maintain this mine idle is
approximately $50,000 plus $180,000 in additional reclamation bonding.

     Based upon its feasibility studies, the Company believes that the Gardner's
Point gold placer deposit contains a probable reserve of approximately 9,810,000
bank cubic yards ("bcy") with an estimated average grade of 0.0221 ounce of gold
per  bcy  resulting  in an  estimated  total  amount  of  approximately  216,000
contained ounces of gold. The property contains an estimated  35,000,000 tons of
high-grade silica sand as well. No assurance can be given that such results will
be achieved or that any gold will be successfully mined at Gardner's Point.

     The  Gardner's  Point and Pioneer Mines include two placer mines located on
the same  parcel of land  comprising  approximately  700 acres.  These mines are
approximately  10 air miles northwest of Downieville and three air miles east of
La Porte in Sierra County,  California in the Port Wine Gold Mining Region.  The
Gardner's  Point and  Pioneer  Mines are  approximately  12.5 air miles from the
Company's  other  mines.  These  mines  consist of three  patented  claims,  the
Pioneer, the Comet, and the Challenge, and two un-patented claims.

     In 1985, the Brush Creek Joint  Venture,  consisting of the Company and two
other companies,  purchased all patented and un-patented claims of the Gardner's
Point and Pioneer Mines. The venture produced approximately 2,800 ounces of gold
from  operations  before  the  partners  decided  in August  of 1988 to  suspend
operations at the Gardner's  Point and Pioneer Mines and reduce  operations to a
care  and  maintenance  level.  The  Gardner's  Point  and  Pioneer  Mines  were
subsequently  purchased by the Company in connection with a change of control of
the Company in 1989.

     The  Gardner's  Point and  Pioneer  Mines  have a  Yuba-Lowe  trommel  that
contains new interior screens and a water hutch. Additionally,  the property has
a  two-story  gold  recovery  building  that  houses a large  Deister  table and
associated  equipment  for gold  recovery.  The Company has spent  approximately
$100,000 to upgrade and improve water quality measures on these mines.


                                       12

<PAGE>

Carson Mine.

     The Carson  Mine is located in Sierra  County,  California,  on the western
slope of the Sierra Nevada Mountain Range. The Company owns the Carson Mine that
was acquired in July 1990. There are no proven or probable reserves at this mine
at this time. The mine is currently  idle. The regulatory  requirements  of this
mine are under the same  Plan of  Operations  as for the Ruby  Mine:  i.e.,  the
Company is waiting for approval from the U. S. Forest Service Renewal three-year
Plan of Operations. There are no other regulatory permits to make the mine fully
operational.

     Access to the Carson  Mine is by a  two-mile  dirt road that  connects  the
Henness  Pass Road,  an all weather  paved road.  The nearest  large  population
center is Grass Valley, about 40 miles south of the site. Downieville is located
two miles north of the Carson Mine. Allegheny,  California is approximately four
miles south of the Carson Mine.  The Carson Mine,  also known as the City of Six
Mine, is an underground  mine and consists of 21 un-patented lode claims and two
un-patented placer claims comprising approximately 550 acres.

     On July 31, 1990, the Company  acquired the Carson Mine,  together with the
improvements,  inventory and  equipment  located on the mineral  property,  from
Golden Lion Mining for a total consideration of approximately $2,299,000.

     On  July  24,  1990,  the  Company  obtained  from  an  independent  mining
laboratory 64 channel samples of mineralized material from the Carson Mine. Each
sample  weighed  approximately  25 pounds and had an  average  width of over 4.6
feet.  Samples taken yielded an overall uncut weighted average of 5.45 ounces of
gold per ton. These substantial-grade mineralized material shoots were tested in
two levels with a distance of 400 feet  vertical  separation.  All of the assays
occurred  within a strike  length of 125 feet.  On August 29, 1990,  the Company
received  confirmation of these substantial  grades from a separate  independent
mining  laboratory.  The  confirmation  report  consisted of nine channel sample
checks  of  mineralized  material  taken  from  the  Carson  Mine.  Although  no
assurances can be given that these substantial  grades will continue through the
length of the entire vein, the strike length  potential of this vein is believed
to be 4,100 feet and is  thought  to extend  into  additional  ground  currently
controlled by the Company.  In order to determine the magnitude of its discovery
and to evaluate  its  findings  further the  Company has  completely  mapped and
sludge  drilled  the vein system in the  exposed  portions  of the Carson  vein.
Because the Company  decided to begin  production at the Ruby Mine,  the Company
postponed further development at the Carson Mine.

     The Company also has 16 lode claims named the BC Claims that are located on
the northern border of the Carson Mines.  The Company owns this mineral property
subject to the General Mining Law of 1872. The Company  acquired its interest in
1990.  There are no proven or probable  reserves at this mine at this time.  The
mine is currently idle.


High Commission Mine.

     The High  Commission  Mine is located  in the  Allegheny-Forest-Downieville
mining  districts in Sierra County,  California,  approximately  one-half to two
miles northeast of Downieville. The Company owns the mineral property subject to
the General Mining Law of 1872.  The Company  acquired its interest in September
1990.  There are no proven or probable  reserves at this mine at this time.  The
mine is currently idle.

     The  High  Commission  Mine  is an  underground  mine  and  consists  of 22
un-patented lode claims comprising 440 acres and five un-patented  placer claims
comprising 500 acres. The un-patented claims in the mineral property package are
in good  standing  with  assessment  work  documents  filed with both the BLM in
Sacramento  and Sierra County in  Downieville.  Its current  configuration  is a
consolidation of four past producing gold mines.

     The High Commission Mine was discovered in 1888 and produced  approximately
1,234 ounces of gold in a bunch of  arsenopyrite  from the sinking of an 18-foot
shaft.  In addition,  approximately  177 ounces were produced about 1914.  Three
veins were developed on the mineral  property,  the High Commission,  Big Ledge,
and  Mexican.  The High  Commission  has a 280-foot  tunnel  with a quartz  vein
averaging 4.5 feet and carries free gold and  arsenopyrite.  The strike was over
three miles on the  surface.  The Big Ledge vein is 11 feet wide,  carries  free
gold and no sulphide,  and parallels the High Commission  vein. The subsequently
developed Mexican vein parallels and is 300 feet in length. Both tunnels were in
pay shoots,  with open cuts occurring over 900 feet.  Quartz fissure veins occur
along a slate footwall and porphyry  hanging wall contact which carry free gold,
arsenopyrite and pyrite mineralized material. The veins vary from two to fifteen
feet in width and the parallel  vein 40 feet west  averages four to five feet in
width.  The  strike is north,  dips 70 to 80 degrees  east,  and has a length on
surface of 3,000 feet.

                                       13

<PAGE>

Properties Acquired through Merger with JAB

VOCAR

     JAB owns VOCAR, a Central  African  Republic  ("CAR")  registered  company.
VOCAR owns the permit to an African mining concession  located in the CAR, which
is a land-locked country located in the geographical center of Africa. C.A.R. is
bordered by the two Congo  nations to the South,  Cameroon to the West,  Chad to
the North and Sudan to the  Northeast.  The  country was a French  colony  until
gaining its independence  from France in 1963; it now maintains a democratically
elected government with a major economic and political reliance of France.

     The project is located in the  southeastern  section of the  country,  just
north of the border  with the Congo  (formerly  Zaire).  The  mining  area is 35
kilometers  wide and 100 kilometers long (roughly 23 miles by 66 miles) in size.
The area was chosen for  exploration  after years of  research  in the CAR.  JAB
investigated  numerous  locations as possible  sites for a mining project before
acquiring the current permits.

     This  particular  site was by far the best  suited for a mining  operation.
Initial  engineering  and  geological  research has indicated that the area will
produce an average of 0.23  carats of  diamonds  and 0.2 grams of gold per cubic
meter of gravel. The area has over 250,000 linear meters of river basin of which
JAB had tested 100,000 meters.

Estimated Value of CAR Mineral Rights

     In order to  calculate  the  estimated  value of the mineral  rights in the
C.A.R.,  the Company has used the following  data  obtained  through the initial
examination of the site and current artisan production in the area.

     The concession area equals 3,500 square kilometers - 35K x 100K (23 miles x
66 miles). For the purpose of this Memorandum, the Company is reporting only the
known alluvial gravel  deposits.  There is an estimated  250,000 meters of river
basin inside the Company's permits,  of that the Company has estimated a minimum
of 100,000 meters to contain diamond  bearing  gravel.  With an average width of
200 meters,  the estimated  mining area will be 20,000,000  square  meters.  The
average  gravel depth that has been found within the  Company's  permits is 1.89
meters,  with 3 - 4 meters of  overburden.  Initial  tests and existing  artisan
mining  area in the area show an average of 0.23  carats of  diamonds  per cubic
meter of gravel.  Initial  tests  indicate  that a small  percentage  of gold is
present.  The Company has estimated  this to be 0.2 grams per cubic meter.  With
respect to diamond  reserves,  only 1/3 of the property has been tested to date.
Based upon the  information  available to date,  the Company has  estimated  its
diamond reserves at over 5,000,000  carats.  The estimated selling price for the
diamond  production will be $250.00 per carat. The gold will be refined and sold
at the discounted gold price listed on the day of sale.

                                       14

<PAGE>


Esperanza


     The  Esperanza  project  is  located  in  Southeastern  Honduras  about a 1
1/2-hour ride from the port city of Trujillo. The mine is a 49,000 acres parcel.
Initial  sampling  shows that this has the  potential to be a high-grade  placer
deposit with the possibility of gold veins and even load deposits underground.

     JAB acquired the property in 1997 from Esperanza mining company.  Under the
terms of the agreement JAB gave the company  50,000 shares of common stock and a
3% Net Smelter  Royalty (NSR) on production for two years from the  commencement
of operations for an 80% stake in the Property.

     The mining laws of the country were changed in year 2000,  JAB retained the
law firm of Bufete  Danzilo & Associados,  Ruben A. Rodezno,  Esq.  Tegucigalpa,
Honduras to up-date our mining permits in accordance with the new laws.

Un-patented Mineral Property Interests

     The  Company  occasionally  acquired  rights  to  explore  for and  produce
minerals on  federally  owned lands and paid all  required  fees to maintain the
un-patented claims. The Company acquired these rights through the acquisition of
previously  located  mining  claims from the claimant or through the location of
un-patented  mining  claims  upon  un-appropriated   federal  land  pursuant  to
procedures  established  by the General  Mining Law of 1872,  the  Federal  Land
Policy and Management Act of 1976, and various state laws. These referenced laws
generally provide that a citizen of the United States,  including a corporation,
may  acquire a  possessory  right to  explore  for and to  develop  and  produce
valuable  mineral  deposits  discovered  upon  un-appropriated   federal  lands,
provided  that  such  lands  have  not been  withdrawn  from  mineral  location.
Withdrawn lands would include, for example, lands included in national parks and
military  reservations and lands  designated as part of the National  Wilderness
Preservation System.

     The  location  of a valid  mining  claim  on  federal  lands  requires  the
discovery of a valuable mineral deposit, the erection of appropriate  monuments,
the posting of a location  notice at the point of discovery,  the marking of the
boundaries of the claim in accordance with federal law and the laws of the state
in which it is located,  and the filing of a notice or  certificate  of location
and a map with the BLM and the real property recording official of the county in
which the claim is located. Failure to follow the required procedures may render
the mining claim void.  If the statutes  and  regulations  for the location of a
mining claim are complied with, the locator obtains a valid  possessory right to
explore for, develop and produce minerals from the claim.  This mineral property
right can be freely  transferred and is protected  against  appropriation by the
government without just compensation. Also, the claim locator acquires the right
to obtain a patent (or deed)  conveying  fee title to his claim from the federal
government  upon  payment  of  fees  and  compliance  with  certain   additional
procedures.

     Un-patented  mining claim interests possess certain unique  vulnerabilities
not associated with other types of property interests.  For example, in order to
maintain each  un-patented  mining claim, the claimant must annually perform not
less than $100 worth of work or  improvements on or for the benefit of the claim
and must file with state and federal  authorities an affidavit  attesting to the
performance  of such work.  Although  currently not a  requirement,  the Company
feels it should  continue to file proofs of labor to prevent  adverse  claimants
from  occupation  of the claim and to have a proper  chain of title  should  the
Company decide to apply for patents. Additionally, the Bureau of Land Management
currently  assesses  a $100 per claim  rental fee  which,  if not paid  annually
before August 31st of each year,  invalidates the un-patented claims. Failure to
perform such work will render the claim  subject to  relocation by third parties
and  constitutes  abandonment of the claim.  Further,  because mining claims are
often  located  with  less  then  sophisticated   surveying  techniques,   great
difficulty  may arise in  determining  the  validity  and  ownership of specific
mining claims. Moreover, under applicable regulations and court decisions, in

                                       15

<PAGE>

order  for  un-patented  mining  claims  to  be  valid  against  a  governmental
challenge,  the claimant  must be able to prove that the mine on which the claim
is based can be mined at a profit. Thus, it is conceivable that, during times of
declining metal prices, claims that were valid when located could be invalidated
by the federal government.


Item 3.   Legal Proceedings.

The Royal Bank Action.

     On December 13,  1995,  the Company  entered into an agreement  (the "Royal
Bank Agreement") to settle an action commenced by the Royal Bank of Scotland, et
al. by delivering to the plaintiffs (the "Royal Bank Plaintiffs") 216,667 shares
of the  Company's  Common Stock and cash in the amount of $241,000.  The Company
also  assigned  to the Royal Bank  Plaintiffs  a portion of its  interest in any
total recovery from claims  against the law firm formerly known as Bartel,  Eng,
Miller & Torngren,  the  Company's  formal legal  counsel  ("Bartel,  Eng").  On
December  13, 1996,  the Company was further  required to deliver to each of the
Royal Bank Plaintiffs,  at his or her option, additional shares of the Company's
common  stock or  additional  cash.  The number of shares of Common Stock or the
amount of cash each Royal Bank  Plaintiff  was  entitled to receive was based on
the  amount  of his or her pro rata  interest  in  amounts  paid by the  Company
pursuant to the Royal Bank Agreement.  If all Royal Bank  Plaintiffs  elected to
receive  Common  Stock,  then the Company  would have been required to issue and
deliver a maximum  of  300,000  shares in the  aggregate  and if all Royal  Bank
Plaintiffs elected to receive cash, then the Company would have been required to
deliver cash in the maximum aggregate amount of $600,000.

     Prior to December 13, 1996,  the Royal Bank  Plaintiffs  elected to receive
$600,000  in cash  under  the  terms of the Royal  Bank  Agreement.  On or about
December 17, 1996, the Company  received  notice from the Royal Bank  Plaintiffs
that the  Company  was in  default of its  obligation  to pay them  $600,000  on
December  13, 1996.  Under the Royal Bank  Agreement,  such  default  caused the
Company to incur an immediate $3.25 million debt to the Royal Bank Plaintiffs.

     Subsequently,  in January  1997,  the Company  entered  into a  Forbearance
Agreement (the  "Forbearance  Agreement")  with the Royal Bank Plaintiffs  which
provided  that  notwithstanding  the $3.25  million  obligation,  the Royal Bank
Plaintiffs  agreed to forbear from exercising  their rights and remedies against
the Company  provided  the Company made a payment of $629,100 on or before March
20, 1997 and a payment of  $175,000  on or before July 1, 1997.  The Company had
the option to postpone  the second  payment  ($175,000)  by  delivering  written
notice to the Royal Bank  Plaintiffs no later than June 25, 1997,  whereupon the
second  payment  was to have been paid no later than  December  15, 1997 and the
amount was to be increased to $250,000. The Company also agreed to reimburse the
Royal Bank Plaintiffs for their attorneys' fees and costs. Thereafter, the Royal
Bank Plaintiffs agreed to extend the time period for paying the $629,100 to them
until May 15, 1997.  In addition,  the second  payment was increased to $225,000
payable on July 1, 1997 subject to  postponement  until  December  15, 1997,  in
which event the amount was to be increased to  $300,000.  The amount,  which was
due May 15, 1997, was not paid by such date. However, effective on June 2, 1997,
the  Company  entered  into an  Amendment  No.  2 to the  Forbearance  Agreement
("Amendment  No. 2") which,  among other  things,  provided  that the Royal Bank
Plaintiffs  would continue to forbear from exercising  their rights and remedies
under the Royal Bank Agreement and related Forbearance  Agreement,  provided the
Company  performed the  following:  (a) paid $896,000 in eight  installments  of
$112,000 each on May 31, July 31, September 30 and November 30, 1997 and January
31,  March 31,  May 31 and July 31,  1998 (the  "Periodic  Payments"),  (b) paid
$250,000 on or before  September 30, 1998,  (c) made payments of $25,000  within
five  business days after any  closing(s)  since March 20, 1997 of any single or
series of  sale-leaseback  transaction(s)  in which the Company  received in the
aggregate of at least  $65,000 in proceeds,  and (d) made a final  payment on or
before  September 30, 1998 of the Judgment Amount (as defined in the Forbearance
Agreement) less the aggregate amount of the Periodic  Payments  previously paid;
provided,  however,  that if the Company timely performed its obligations  under
its settlement documents with the Plaintiffs and either (i) Plaintiffs received

                                       16

<PAGE>


all of the Periodic  Payments,  or (ii) the Company made one final payment in an
amount set forth in Amendment  No. 2 which amount  ranged from  $950,000 if such
final  payment  was paid on or before  May 31,  1997 to  $350,000  if such final
payment was paid after May 31, 1998 and on or before July 31, 1998 (and assuming
all Periodic  Payments coming due prior to the final payment were made), in such
event the Plaintiffs  agreed to waive the  enforceability of the Judgment Amount
against the  Company  and the Company  would not be required to make any further
payments.

     The Company also agreed to issue 433,334 shares (the "Forbearance Agreement
Shares") of its Common Stock to the Royal Bank Plaintiffs and agreed to register
such shares for resale pursuant to a Registration Statement to be filed with the
Securities  and Exchange  Commission.  Also,  the Company agreed to issue to the
Plaintiffs,  from time to time until the  payments  referred  to above have been
completed,  .025 shares of its Common  Stock for each share  issued in excess of
24,000,000 of the Company's  outstanding  shares.  Amendment No. 2 also provided
that the Company reimburse  Plaintiffs for attorneys' fees and costs incurred in
connection with the preparation and negotiation of Amendment No. 2.

     In fiscal 1999,  the Company  again  amended the  Forbearance  Agreement to
provide for payment to Royal bank of $200,000 and 75,000 shares of the Company's
Common Stock ("Amendment No. 3").

     Effective on March 17, 1999, the Company entered into an Amendment No. 4 to
the  Forbearance  Agreement  ("Amendment  No. 4")  which,  among  other  things,
provides  that  the  Royal  Bank  Plaintiffs  would  continue  to  forbear  from
exercising  their rights and remedies under the Royal Bank Agreement and related
Forbearance Agreement,  provided the Company performed the following:  (a) on or
before April 16, 1999 paid  $200,000 of the  Judgment  Amount (as defined in the
Forbearance  Agreement).  The Company also agreed to issue to the  plaintiffs an
aggregate  of  319,500  shares  of  the  Company's  common  stock   ("Additional
Forbearance  Shares") pursuant to an exemption from registration  under Rule 506
of  Regulation  D  promulgated  under  Section 4(2) of the  Securities  Act. The
Company  agreed to  register  these  shares  with the  Securities  and  Exchange
Commission on Form S-3 no later than December 31, 1999.  The  plaintiffs and the
Company executed mutual releases, with the release in favor of the Company to be
effective  upon  the  Company's  performance  of all of  its  obligations  under
Amendment No. 4 and the other settlement  documents.  The Company's  obligations
under the Royal Bank  Agreement  are  secured by (1) a deed of trust on all real
property and patented and un-patented mineral claims owned by the Company; (2) a
first  priority  security  interest  in all of the  Company's  right,  title and
interest in and to any and all goods, products,  yield,  receivables,  inventory
(including  any gold  from any  mines),  any and all  exploration  and  drilling
information, data, maps, reports or surveys, and any and all income and proceeds
derived  from the  Company's  mining  operations  on property  which the Company
presently or subsequently owns or leases; (3) a first-priority security interest
in the Company's  right,  title and interest in and to any total recovery by the
Company on the claims against Bartel,  Eng; and (4) a stipulated judgment in the
amount of $3,250,000.

     In fiscal 1996, the Company registered the 1,616,667 shares of Common Stock
to be issued  and  delivered  pursuant  to the Zuri  Agreement  the  Royal  Bank
Agreement,  which  included  the  300,000  additional  shares that may have been
issued pursuant to the Royal Bank Agreement as described above. This number does
not include  the  Forbearance  Agreement  Shares or the  Additional  Forbearance
Shares (as described above).  Currently,  the Company is seeking funding for its
mining  project's in Northern  California and plans to settle the remaining debt
to Royal Bank which has been  negotiated  at $150,000  cash and 75,000 shares of
the Company's common stock.

                                       17

<PAGE>


The Volcanic Matter.

     On August 12, 1998, Volcanic  Resources,  LLC filed a complaint against the
Company,  its past CEO and Chairman of the Board,  and two of its directors.  On
September 16, 1998,  Plaintiff filed its First Amended Complaint alleging breach
of  contract  and breach of express  warranties  against  the  Company  only and
alleging fraud,  negligent  misrepresentation,  rescission,  constructive trust,
declaratory  relief and violation of Business and Professions Code section 17200
against  all  defendants.  The  underlying  contract  giving  rise to this  suit
involves a written Exploration, Development and Mine Operating Agreement entered
into November 20, 1997 between  Sterling Mining,  LLC and the Company.  Sterling
Mining,  LLC  assigned its rights under the  Exploration,  Development  and Mine
Operating  Agreement to  Plaintiff.  In  accordance  therewith,  the  individual
defendants have obtained a default  judgment against the company for $2,071,640.
Currently the company is negotiating a settlement of this debt.

The Shareholder Suit.

     In August 1999,  Paul Body and other  shareholders  of the Company  filed a
complaint against the Company,  its past CEO and Chairman of the Board and three
of its directors,  alleging fraudulent  misrepresentations,  breach of contract,
breach  of  express  and  implied  contractual  obligations,   defamation.   The
plaintiffs  purchased  shares of common  stock in a private  offering and allege
that the  defendants  fraudulently  misrepresented  the financial  condition and
business  prospects of the Company.  The defendants also allege that the Company
did not  register  the  common  stock  purchased  as it agreed to as part of the
private placements.  Certain plaintiffs also allege that they were obstructed in
their efforts to sell certain of their shares of common  stock.  With respect to
the defamation  allegations,  the plaintiffs  allege that the former chairman of
the Company posted publicly on the Internet defamatory  statements regarding the
plaintiffs and that the Company has never withdrawn or recanted such statements.
Plaintiffs have obtained a judgment against the company.  The company intends to
appeal this judgment in Connecticut Court of appeals.

Other Matters.

     The  Company  is a  party  to  other  various  claims,  legal  actions  and
complaints  arising  in the  ordinary  course of  business.  In the  opinion  of
management,  the ultimate  disposition of these matters will not have a material
adverse effect on the business or financial position of the Company.

The company has had the following judgments entered against it:

1. Ruby  Development - Judgment for $1,250,000  entered on 6/26/99,  default for
breech of contact  associated  with lease of the mine. The Company has taken the
position that it was not properly  served and will ask the  bankruptcy  court to
set aside the judgment.

2. Kate Hardy / Omega - Judgment  for  $401,606.46  on 8/3/99,  The  Company has
taken the position that it was not properly  served and will ask the  bankruptcy
court to set aside the judgment.

3. Rising Sun - Judgment for $250,000 entered on 6/16/99,  The Company has taken
the position that it was not properly  served and will ask the bankruptcy  court
to set aside the judgment.

4. Jean  Gasperoni - Judgment  for $105,000  entered on 6/10/00,  filed suit for
commission on funding that the company did not receive. The company is currently
negotiating a settlement.

5.  ACP-Laurich  - Judgment  for $50,000,  Default  judgment for lease on office
space that the company never occupied.

6. Robert Half Inter. - Judgment for $21,481.79,  dated 3/23/99 in Nevada County
Superior Court, California. The company plans to settle this judgment in full.

7. Western  Capital  Group for  $300,000,  Financial  Public  Relations  firm in
Aurora, Co. had a consulting agreement with Brush Creek from May 1, 1998 through
October 1, 1998.  Award by Arbitrator on Dec. 30, 1998 of $209,211.00 Plus costs
of  $2,323.50  and  interest  of 8% per month from Aug.  1, 1998.  This dept was
converted  to a judgment on 7/10/00 in District  Court,  Denver,  Colorado.  The
company is currently seeking to settle this judgment.

                                       18

<PAGE>


Bankruptcy

     On  December  1, 2000 JAB filed for  Chapter 11  Bankruptcy  protection  in
Orange County  Florida for  protection  from  creditors  and to  reorganize  the
Company in order to obtain  funding  for mining  projects.  The  bankruptcy  was
dismissed on February 15, 2001 for failure to file a plan for reorganization.

     On June 7, 2001,  Gables  Company,  Inc. a wholly owned  subsidiary  of the
Company filed for Chapter 11 bankruptcy protection in Palm Beach County, Florida
in order to protect the assets of the  Company  from being sold in a tax sale in
Sierra  County,  CA. On November 12, 2001 the  bankruptcy  court  converted  the
bankruptcy to Chapter 7 because of the Company's inability to file a proper plan
with the court.  Currently,  the Company is seeking  funding for the projects in
Northern  California in order to convert the bankruptcy  back to Chapter 11. The
Company  is also  seeking  relief  from the tax  debt  due to what  the  Company
believes is an unlawful increase in the tax assessment by Sierra County.

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

          None.

                                     Part II

Item 5.   Market for Common Equity and Related Stockholder Matters.

     The Common  Stock  ("Common  Stock") of the  Company,  par value  $.001 per
share, trades on the "pink sheets" under the symbol "JABI."

     The following table sets forth the range of high and low bid prices for the
Common  Stock  as  of  the  periods  indicated  as  reported  by  NASDAQ.  These
over-the-counter  market quotations reflect inter-dealer prices,  without retail
mark-up,  markdown  or  commission,  and may not  necessarily  represent  actual
transactions.

<TABLE>
<CAPTION>
          Common Stock                     High ($)             Low ($)
          ------------                     --------             -------
<S>       <C>                              <C>                  <C>
          3rd Quarter 2000                   0.06                 .06
          4th Quarter 2000                    .06                 .03
          1st Quarter 2001                    .04                 .03
          2nd Quarter 2001                    .03                 .01
          3rd Quarter 2001                    .02                 .01
          4th Quarter 2001                    .005                .003
</TABLE>

     The Company has not paid any cash  dividends  since its  inception and does
not anticipate paying cash dividends in the foreseeable future.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

Liquidity and Capital Resources

     The mining industry is capital intensive. During the fiscal year ended June
30, 2001,  the Company raised $50,000 from private  investors.  Consistent  with
prior years,  the Company  derived no material  revenues  from  operations.  The
Company's  accumulated  deficit at June 30, 2001 was $(59,463,175),  compared to
accumulated deficit at June 30, 2000 of $(59,146,084).  As of June 30, 2001, the
Company had negative working capital of  $(3,674,017).  As of June 30, 2000, the
Company had negative  working capital of  $(3,307,926).  The decrease in working
capital is largely  attributable  to an increase in current  liabilities  due to
litigation.  Office  furniture  and  equipment  has  decreased  due to  property
abandonment.  Mineral  properties and mining equipment,  net of depreciation was
$3,836,249 as of June 30, 2001 and  $3,669,613 as of June 30, 2000. The decrease
in Mining properties and mining equipment is mainly  attributable to defaults on
leases and property abandonment.

     The  Company's  financial  resources  are  limited  and to date  have  been
depleted through  development  costs and losses sustained by the Company through
its development stage. The Company has virtually no liquidity as a result of its
costs and  losses,  and the  Company  currently  is  experiencing  a severe cash
shortage. Additional financing continues to be required for the Company to cover
its mining and development costs and to commence  full-scale mining  operations.
At this time the Company has no definite plans regarding additional financing,

                                       19

<PAGE>


but  continues  to  consider  equity  financings  via stock  offerings  or joint
ventures.  There  can be no  assurance  that the  Company  will be able to raise
sufficient capital to cover its costs and commence mining operations, or that it
ever will be able to achieve profitable operations.  If the Company is unable to
obtain sufficient funding from future financings, the Company may not be able to
achieve  its  business  objectives  and may have to scale  back its  development
plans.  Additionally,  the  Company may be forced to seek  protection  under the
bankruptcy laws.

     During the 2001 fiscal  year,  the Company  continued to be in default with
respect to certain mining properties and certain county taxes. Default judgments
were entered against the company by Rising Sun, Ruby  Development and Kate Hardy
Mines.  The Company  estimates  mining  development  and operating costs will be
approximately $ 4 million for the next fiscal year, assuming the Company is able
to obtain adequate financing on terms acceptable to the Company. The majority of
these funds will be used to exploration and development operations. There can be
no assurance that ht Company will be able to obtain such financing, or that such
financing,  or that  the  terms  of such  financing  will be  acceptable  to the
Company.

Results Of Operations

     The Company  had total  revenues of $5,555 for the year ended June 30, 2001
as  compared  to total  revenues  of $41,584  for the year ended June 30,  2000.
Revenues  were  primarily  derived  from  logging  income of $7,539 and interest
income of $5,379  for the  fiscal  year  ended June 30,  2001,  as  compared  to
interest  income of $8,949 for the fiscal year ended June 30, 2000.  The Company
had no material  revenues from mining  operations,  which is consistent with the
year ended June 30, 2000 and June 30, 2001.

     The Company  had a net loss of $417,091  for the fiscal year ended June 30,
2001, as compared to a net loss of $(618,647) for the fiscal year ended June 30,
2000.  The  decrease  in the size of the net loss of  approximately  $201,556 is
largely  attributable  to a decrease  in general  and  administrative  expenses,
general mining and exploration expenses, lease and property abandonment and loss
due to litigation.  General and Administrative  expenses decreased from $660,231
for the fiscal year ended June 30,  2000 to  $420,996  for the fiscal year ended
June 30, 2001. General mining and mineral  exploration  expenses stayed the same
at $0 for the fiscal  year ended June 30,  2000 and $0 for the fiscal year ended
June 30, 2001.  There were no losses due to lease and property  abandonment  and
also loss due to  litigation.  The  decrease in general  mining and  exploration
costs, and the decrease in general and administrative expenses are primarily due
to the cessation of the Company's operations.

                                       20




Item 7.  Financial Statements.











                          J. A. B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          (a development stage company)

                              FINANCIAL STATEMENTS







                          AS OF JUNE 30, 2001 AND 2000








<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                     Financial Statements Table of Contents





FINANCIAL STATEMENTS                                           Page #

<S>                                                             <C>
Independent Auditor's Report                                     F-1

Balance Sheets                                                   F-2


Statements of Operations                                         F-3


Statement of Stockholders' Equity                                F-4


Statements of Cash Flows                                        F-11


Notes to the Financial Statements                               F-12
</TABLE>





<PAGE>


              INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS




To the Board of Directors and Stockholders
J.A.B. INTERNATIONAL, INC.
Orlando, Florida



We have audited the accompanying balance sheet of J.A.B. International,  Inc. (a
development  stage  enterprise)  as of June 30,  2001 and 2000,  and the related
statement of operations,  stockholders' equity, and cash flows for the two years
ended June 30, 2001 and 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  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,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of J.A.B.  International,  Inc. (a
development stage  enterprise),  as of June 30, 2001 and 2000 and the results of
its  operations and its cash flows for each of the two years in the period ended
June  30,  2001  and  2000,  and the  period  from  the  date of  resumption  of
development  stage  activities July 1, 1989) through June 30, 2001 in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial statements, the Company has experienced a loss since the resumption of
development stage  activities.  The Company's  financial  position and operating
results  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/Gately & Associates, LLC
Gately & Associates, LLC
Certified Public Accountants
Orlando, Florida
April 3, 2002


                                      F-1

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                         ( A Development Stage Company)
                                  BALANCE SHEET
                      As of June 30, 2001 and June 30, 2000

        ASSETS
                                                                   June 30,        June 30,
                                                                     2001            2000
                                                               --------------   ---------------
<S>                                                            <C>              <C>
CURRENT ASSETS
   Cash                                                        $       2,808    $      15,245
                                                               --------------   ---------------
     Total Current Assets                                              2,808           15,245

   Mineral Properties and Mining Equipment, Net                    3,836,249        3,841,255
                                                               -------------    ---------------
         Total Properties                                          3,836,249        3,841,255

   TOTAL ASSETS                                                 $  3,839,057    $   3,856,500
                                                               =============    ===============
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURENT LIABILITIES
   Accounts payable and accrued liabilities                     $  2,638,195    $   2,313,197
   Note payable                                                       23,650                -
   Liability due to litigation                                     4,851,229        4,851,229
                                                               -------------    ---------------

         Total current liabilities                                 7,513,074        7,164,426

SHAREHOLDERS' EQUITY
   Common stock - $.001 par value;
      authorized 10,000,000 shares;
      issued and outstanding,  24,358,365 shares                  55,789,158       55,738,158
   Accumulated Deficit                                           (11,260,214)     (11,260,214)
   Accumulated Deficit during the Development Stage              (48,202,961)     (47,785,870)
                                                               -------------    ---------------
         Total shareholders' equity                               3,674,017)       (3,307,926)

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                     $  3,839,057     $   3,856,500
                                                               =============    ===============
</TABLE>



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

                                      F-2

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                         (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
               For the twelve months ended June 30, 2001 and 2000
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001

                                                                                                    Period from
                                                                                                 July 1, 1989
                                                                                                   Through
                                                                                                   June 30,
                                                                       2001            2000          2001
                                                                   --------------------------------------------
<S>                                                                <C>          <C>             <C>
REVENUES

    Sale of Joint Venture                                          $        -   $          -    $   4,232,000
    Other Income - logging                                                176         32,635          193,956

          Interest                                                      5,379          8,949          224,919
                                                                   ----------   ------------    ---------------
    TOTAL REVENUES                                                      5,555         41,584        4,650,875
                                                                   ----------   ------------    ---------------

 EXPENSES
    General and Administrative                                        420,996        286,044       21,408,895
    General Mining and Exploration                                          -              -       13,622,893
    Impairment of Development Costs                                         -              -        5,393,115
    Loss on Lease & Equipment Abandonments                                  -              -        1,586,623
    Depreciation and Amortization                                           -              -        1,686,693
    (Gain) Loss on Sale of Mining Equipment                                 -              -          171,174
    Interest Expense                                                        -              -          498,494
    Loss from Litigation & Settlement                                       -              -        8,628,761
                                                                   ----------   ------------    ---------------
     TOTAL EXPENSES                                                   420,996        286,044       52,996,648
                                                                   ----------   ------------    ---------------
    Other expense - interest                                           (1,650)                         (1,650)

    Loss Before Extra-ordinary Item                                  (417,091)      (244,460)     (48,347,423)
     Extra-ordinary Item, Net Gain from Debt

       Extinguishment, Net of Tax                                           -              -          144,462
                                                                   ----------   ------------    ---------------

NET INCOME (LOSS)                                                    (417,091)      (244,460)     (48,202,961)
                                                                   ==========   ============    ===============

NET LOSS PER COMMON SHARE                                               (0.02)         (0.01)
                                                                   ==========   ============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                              20,958,366     17,300,865
                                                                   ==========   ============
</TABLE>

(Note:  weighted  averages  are  adjusted  for 3 for 1 split  during  2001 and a
reverse stock split during 1999)


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

                                      F-3


<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>
Balance, June 30, 1989                         123,304      12,318,877       (11,260,214)              -      1,058,663

Issuance of stock for options
   on mining properties                          1,567         117,500                 -               -        117,500
Sales of stock in private placement,
   net of offering costs                        15,000         434,000                 -               -        434,000
Issuance of stock for services                   2,350          72,500                 -               -        72,500
Sale of stock in private placement,
   net of offering costs                        13,173         828,110                 -               -        828,110
Issuance of units for debt
   to affiliates                                 7,376         553,242                 -               -        553,242

Net Loss                                             -               -                 -        (768,436)      (768,436)
                                           -----------     -----------       -----------      ----------      ----------

Balance, June 30, 1990                         162,770      14,324,229       (11,260,214)       (768,436)     2,295,579
</TABLE>

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

                                      F-4

<PAGE>


<TABLE>
<CAPTION>

                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

Balance, June 30, 1990                         162,770      14,324,229       (11,260,214)       (768,436)      2,295,579

Issuance of stock for options
   on mining properties                         15,474       2,283,020                 -               -       2,283,020
Sales of stock in private placement,
   net of offering costs                        14,161         910,840                 -               -         910,840
Exercise of Warrants                               333          35,000                 -               -          35,000
Issuance of stock for debt                       6,412       1,097,258                 -               -       1,097,258
Issuance of stock for services                     515         114,560                                           114,560
Cancellation of units from CSGM                 (7,377)              -                 -               -               -
Issuance of shares to CSGM                      12,000               -                 -               -               -
Issuance of stock for litigation
settlement                                       3,334         875,000                 -               -         875,000

Net Loss                                             -               -                 -      (2,558,381)     (2,558,381)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1991                         207,622      19,639,907       (11,260,214)     (3,326,817)      5,052,876
</TABLE>

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

                                      F-5

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

Balance, June 30, 1991                        207,622        19,639,907      (11,260,214)     (3,326,817)     5,052,876


Issuance of stock for options                  19,578           564,899                -               -        564,899
   on mining properties

Sales of stock in private placement,           14,210         2,298,451                -               -      2,298,451
   net of offering costs                       12,483         1,250,750                -               -      1,250,750

Exercise of warrants and options               18,458         1,818,102                -               -      1,818,102

Issuance of stock for services                  2,444           336,617                -               -        336,617

Issuance of stock for debt                      8,800           748,750                -               -        748,750

Issuance of shares to CSGM                          -           312,805                -               -        312,805
Capital contributions

Net Loss                                            -                -                 -      (3,178,878)    (3,178,878)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1992                         283,595      26,970,281       (11,260,214)     (6,505,695)     9,204,372
</TABLE>


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

                                      F-6

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

                                               283,595      26,970,281       (11,260,214)     (6,505,695)      9,204,372
Balance, June 30, 1992


Issuance of stock for options                    3,729         255,238                 -               -         255,238

   on mining properties                          1,066          80,000                 -               -          80,000

Sale of stock in private placement,              9,540         707,105                 -               -         707,105

Exercise of warrants and options                 3,334         250,000                 -               -         250,000

Exchange of options for debt, CSGM              18,319       1,616,659                 -               -       1,616,659

Issuance of stock for services                  10,514         713,494                 -               -         713,494

Issuance of stock for debt                      10,026         500,285                 -               -         500,285

Issuance of shares for CSGM                     53,940         (84,176)                -               -         (84,176)
Issuance of stock for acquisition
   of Trans-Russian                                  -               -                 -      (3,420,220)     (3,420,220)
Net Loss
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1993                         394,063      31,008,886       (11,260,214)     (9,925,915)      9,822,757
</TABLE>


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

                                      F-7

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

Balance, June 30, 1993                         394,063      31,008,886       (11,260,214)       (9,925,915)    9,822,757


Sale of stock                                    8,248         241,139                 -                -        241,139

Exercise of warrants and options                 5,832         608,925                 -                -        608,925

Issuance of stock for services                  21,510         938,159                 -                -        938,159


Net income                                           -               -                 -          136,625        136,625
                                           -----------     -----------       -----------      ----------      ----------
Balance as of June 30, 1994                    429,653      32,797,109       (11,260,214)      (9,789,290)    11,747,605

Sale of stock                                 256, 667       3,696,457                 -               -       3,696,457


Net Loss                                             -               -                 -      (4,671,396)     (4,671,396)
                                           -----------     -----------       -----------      ----------      ----------
Balance as of June 30, 1995                    686,320      36,493,566       (11,260,214)    (14,460,686)     10,772,666

Sale of stock                                  678,350       6,875,416                 -               -       6,875,416

Issuance of stock for partial                   21,667         223,436                 -               -         223,436
 settlement of Royal Bank agreement

Compensation recognized on stock                     -         160,021                 -               -         160,021
 options granted

Issuance of stock, held in trust  for                -               -                 -               -               -
 partial settlement of Zuri Invest             110,000               -                 -               -               -

 litigation                                          -               -                 -      (9,270,102)     (9,270,102)
                                           -----------     -----------       -----------      ----------      ----------
Net loss
Balance, June 30, 1996                       1,496,337      43,752,439       (11,260,214)    (23,730,788)      8,761,437
</TABLE>


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

                                      F-8

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001


                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

Balance, June 30, 1996                       1,496,337      43,752,439       (11,260,214)    (23,730,788)      8,761,437

Sale of stock                                1,638,711       2,111,101                 -               -       2,111,101

Issuance of stock for                                -               -                 -               -

   new California Placer mine.                   2,000           5,200                 -               -           5,200

Zuri Invest litigation Settlement                    -       1,200,000                 -               -       1,200,000
Compensation recognized on

   stock options granted                             -          24,000                 -               -          24,000


Net Loss                                             -               -                 -      (9,681,535)     (9,681,535)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1997                       3,137,048      47,092,740       (11,260,214)    (33,412,323)      2,420,203

Sale of stock                                2,367,131       3,697,585                 -               -       3,697,585

Issuance of common stock subscribed                  -       2,673,600                 -               -       2,673,600

Zuri Invest litigation Settlement                    -         179,400                 -               -         179,400

Net loss                                             -               -                 -      (5,386,831)     (5,386,831)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1998                       5,504,179      53,643,325       (11,260,214)    (38,799,154)      3,583,957
</TABLE>

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

                                      F-9

<PAGE>



                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                          For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001

<TABLE>
<CAPTION>
                                                    COMMON STOCK                              Accumulated
                                                                                                 Deficit
                                                                                               During the
                                                                             Accumulated       Development
                                           Number of Shares     Amount         Deficit            Stage          Total
                                           -----------------------------------------------------------------------------
<S>                                          <C>            <C>              <C>                <C>           <C>

Balance, June 30, 1998                       5,504,179      53,643,325       (11,260,214)    (38,799,154)      3,583,957

Issuance of stock to Company Director        3,730,861         894,287                 -               -         894,287

Reverse stock split, 1-for-12               (8,365,585)              -                 -               -               -

Issuance of stock pursuant to merger         3,580,000           3,580                 -               -           3,580

Net Loss                                             -               -                 -      (8,368,069)     (8,368,069)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 1999                       4,449,455      54,541,192       (11,260,214)    (47,167,223)     (3,886,245)

Stock issued for retirement of debt
     accrued for services during prior year  1,330,000         987,500                                           987,500

Stock issued to retire demand note             174,209          57,017                                            57,017

Stock issued for cash                          465,791         152,449                                           152,449

Net Loss                                                                                        (618,647)       (618,647)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 2000                       6,419,455      55,738,158       (11,260,214)    (47,785,870)     (3,307,926)


Stock issued for services                    1,700,000          51,000                                            51,000
Stock split, 3 shares for 1 share           16,238,910

Net Loss                                                                                        (417,091)       (417,091)
                                           -----------     -----------       -----------      ----------      ----------
Balance, June 30, 2001                      24,358,365     $55,789,158      $(11,260,214)   $(48,202,961)    $(3,674,017)
                                           ===========     ===========       ===========      ==========      ==========
</TABLE>

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

                                      F-10

<PAGE>


<TABLE>
<CAPTION>
                            J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                               STATEMENTS OF CASH
                        FLOWS For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001

                                                                                                      Period From
                                                                                                     July 1, 1989
                                                                                                        Through
                                                                                                        June 30,
CASH FLOWS FROM OPERATING ACTIVITIES                                    2001             2000            2001
                                                                  -----------------------------------------------
<S>                                                           <C>            <C>               <C>
Net  (loss)                                                     (417,091)        (244,460)       (48,202,961)

Gain on debt restructuring                                                                          (144,462)
Impairment of development costs                                                                    5,393,115
Depreciation and amortization                                                                      1,686,693
Loss on lease abandonments                                                                         1,638,665
Loss on littigation settlement                                                                     8,598,761
(Gain) loss on sale of mining equipment                                                               49,164
Other                                                                                                 43,576
Shareholder payment of services                                                                      105,055
Stock and debt for services                                       51,000                           2,812,439
Change in note receivable                                                                             47,462
Change in inventory                                                                                    2,290
Change in prepaid expenses                                                                           501,736
Change in deposits and other current assets                                                         (115,961)
Change in deposits                                                 5,006            2,845             22,057
Change in accounts payable and accrued liabilities               325,448          123,211          5,139,412
                                                             -----------    -------------     ---------------
            Total adjustments                                    381,454          126,056         25,780,002
                                                             -----------    -------------     ---------------
Net cash usded in operating activities                           (35,637)         (118,404)    (22,422,959)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of mineral properties, equipment
   and deferred developments                                                                      (5,164,817)
Acquisition of office equipment                                                                     (278,987)
Proceeds from sale of equipment                                                                      384,356
Proceeds from the acquisition of Trans-Russian                                                        20,060
                                                             -----------    -------------     ---------------
Net cash flows provided by (used in) investing activities              -                -         (5,039,388)
                                                             -----------    -------------     ---------------
</TABLE>

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

                                      F-11

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                               STATEMENTS OF CASH
                        FLOWS For the twelve months ended
                             June 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                              Through June 30, 2001

                                                                                                 Period From
                                                                                                 July 1, 1989
                                                                                                   Through
                                                                                                   June 30,
CASH FLOWS FROM FINANCING ACTIVITIES                               2001             2000             2001
                                                                 --------------------------------------------
<S> <C>                                                            <C>           <C>            <C>
    Advances from affiliates                                                                       2,009,127
    Payments made to affiliates                                                                    (343,798)
    Proceeds from issuance of stock                                                   152,449     26,488,964
    Proceeds from warrant extensions                                                                 207,750
    Proceeds from issuance of notes payable                             3,200                        893,243
    Payments of long-term debt                                                                    (2,093,979)
    Proceeds from convertible debenture                                                              300,000
                                                                 -------------  -------------  --------------

    Net cash provided by (used in) financing activities
                                                                       23,200         152,449     27,461,307
                                                                 -------------  -------------  --------------
CASH RECONCILIATION

    Net increase (decrease) in cash
                                                                      (12,437)         34,045        (1,040)
    Cash at beginning of period
                                                                       15,245               -          3,848
                                                                 -------------  -------------  --------------

    CASH AT END OF PERIOD
                                                                        2,808          34,045          2,808
                                                                 =============  =============  ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Cash paid during the year for interest                         $        -    $          -

    Cash paid during the year for income taxes                     $        -    $          -
</TABLE>

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

                                      F-12


<PAGE>



NOTE  1  -  OPERATIONS  AND  BASIS  OF  PRESENTATION

J.A.B.  International,  Inc. (the Company)  formerly known as Brush Creek Mining
and Development Company,  Inc. was incorporated in 1982 and operated as a mining
and mineral  development  company until April 17, 1989, at which time its mining
operations,  all of which  had been  conducted  through  the Brush  Creek  Joint
Venture  (BCJV) (40% owned) were  terminated.  Shortly  thereafter,  the Company
became actively  engaged in acquiring  additional  mineral  properties,  raising
capital,  and preparing  properties for resumed production.  The Company did not
have any  significant  operations or activities from April 17, 1989 through June
30, 1989 and suspended  all mining  operations  and reduced its  activities to a
care and maintenance level. Accordingly, the Company is deemed to have reentered
the development stage effective July 1, 1989.

In February 1992, the Company began limited  production at the Ruby Mine under a
permit that limited mill capacity to 225 tons per day. Production was terminated
due to adverse weather  conditions in December 1992. The Company resumed limited
production  at the Ruby Mine in July  1993 and  gradually  increased  production
until October 1996 when  production  was  suspended.  In early 1997, the Company
began preparing the lower Brush Creek Mine for limited production. In June 1997,
the Company  received  interim approval from the United States Forest Service to
transport thirty tons of ore per day from the lower Brush Creek Mine to the Ruby
mill  site.  Some of the  Company's  leases  have  been  defaulted  upon and are
therefore  at risk.  See  footnotes  5 and 11.  The  Company  has not  commenced
economic  production and is therefore still  considered to be in the development
stage.

The Company's financial statements have been presented on the basis that it is a
going concern,  which contemplates the realization of the mineral properties and
other  assets  and the  satisfaction  of  liabilities  in the  normal  course of
business.  The Company has incurred losses of $59,463,175 from inception to June
30, 2001.  The Company has not  realized  economic  production  from its mineral
properties as of June 30, 2001. These factors raise  substantial doubt about the
Company's  ability to  continue  as a going  concern.  Management  continues  to
actively  seek  additional  sources  of  capital  to  fund  current  and  future
operations.  There  is no  assurance  that the  Company  will be  successful  in
continuing  to raise  additional  capital,  establishing  probable or proven ore
reserves,  or determining if the mineral  properties can be mined  economically.
Additionally,  the  Company is in default on the leases of certain of its mining
properties.  The lessors  have taken  action to  foreclose on the leases and the
Company is making  every  effort to fulfill  the  agreements.  The loss of these
leases  would have a material  adverse  effect on the Company.  These  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amount of assets and  liabilities,  and


                                      F-13

<PAGE>


disclosure of contingent  liabilities  at the date of the financial  statements,
and the reported  amount of revenues and expenses  during the reporting  period.
Actual results could differ from those results.

Mineral  Properties  and  Mining  Equipment

Mineral  properties  and  mining  equipment  include  land  (and in prior  years
development  costs)  and mining  equipment  carried  at cost.  Mining  equipment
including mill  facilities is depreciated  using the  straight-line  method over
estimated useful lives of 5 to 15 years, or the units-of-production method based
on  estimated  tons of ore  reserves if the  equipment is located at a producing
property with a shorter  economic life.  Mining  equipment not in service is not
depreciated.

In the past,  the Company  deferred  direct  costs  related to the  acquisition,
exploration and development of mineral properties pending determination of their
economic viability which normally entails performing an in-depth  geological and
geophysical study. If no minable ore body was discovered, previously capitalized
costs were  expensed  in the period the  property  was  abandoned.  Any  revenue
generated from pre-production activities was offset against the related deferred
development and  pre-production  costs. When a property was placed in commercial
production,  such  deferred  costs were depleted  using the  units-of-production
method.

During 1997,  the Securities and Exchange  Commission  (SEC) staff  reconsidered
existing accounting  practices for mineral  expenditures by United States junior
mining companies.  They now interpret  generally accepted  accounting policy for
junior mining companies to permit capitalization of acquisition, exploration and
development  costs only after  persuasive  engineering  evidence  is obtained to
support  recoverability  of these costs  (ideally upon  determination  of proven
and/or  probable  reserves  based upon dense  drilling  samples and  feasibility
studies  by  a  recognized  independent  engineer).  Although  the  Company  has
performed  drilling  samples,  and an  independent  engineer has deemed the gold
properties contain profitable reserves in excess of property and equipment costs
incurred,  management  has  chosen to  follow  the more  conservative  method of
accounting by expending the previously capitalized gold mineral costs, for which
there is no feasibility study.

Land  Options

In prior years it was the Company's policy to record land options at cost during
the initial year of the lease on the mining  properties.  As noted above,  since
the  Company  interprets   generally  accepted  accounting  policies  to  permit
capitalization of acquisition costs including leases and land options only after
persuasive  engineering evidence has been obtained to support  recoverability of
these costs, these costs will now be expensed, effective July 1, 1996.

Asset  Impairment

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," (SFAS 121),  management of the Company reviews the net carrying
value of the Northern  California mines and development  properties on a regular
quarterly  basis.  Estimated future net cash flows from each mine are calculated
using estimated future prices,  operating  capital,  and reclamation costs on an
undescended basis. Reductions in the carrying value of each mine are recorded to
the extent the net book value of the  investment  exceeds the estimate of future
discounted net cash flows.


                                      F-14

<PAGE>


The  recoverability  of the carrying value of development  projects is evaluated
based upon persuasive  engineering  evidence of estimated  future net cash flows
from each property,  determined as described above, using estimates of contained
mineralization expected to be classified as proven and/or probable reserves upon
completion of a  feasibility  study.  Reductions  in the carrying  value of each
property are recorded to the extent that the  Company's  carrying  value in each
property exceeds management's estimate of future discounted net cash flows. When
mining equipment is idle,  management decides if it will be used productively in
the  future.  For idle  equipment  that is unique to an  abandoned  or  impaired
property,  the Company  reduces its  carrying  value  following  the  impairment
accounting principle.

Management's estimates of gold prices, recoverable proven and probable reserves,
operating  capital,  and  reclamation  costs are  subject to  certain  risks and
uncertainties which may affect the recoverability of the Company's investment in
property,  plant, and equipment.  Although management has made its best estimate
of these factors  based on current  conditions,  it is reasonably  possible that
changes could occur in the near term which could adversely  affect  management's
estimate of the net cash flow expected to be generated from its operations.

Office  Furniture  and  Equipment

Office furniture and equipment are recorded at cost. Depreciation is computed by
the straight-line method based upon the estimated useful lives of the respective
assets, generally three to five years.

Income  (Loss)  per  Common  Stock

Income  (loss)  per  share of common  stock is  computed  based on the  weighted
average  number  of  shares  outstanding.   Warrants,  options  and  convertible
debentures  have not been included in the  calculation  as their effect would be
anti-dilutive.  All common shares included in the financial statements reflect a
reverse  stock  split of 1:12,  which the Board of  Directors  approved  and was
effective as of April 13, 1999.

Reclamation  and  Environmental  Costs

Reclamation costs and related accruals are based on the Company's interpretation
of  environmental  and  regulatory  requirements.  Minimum  standards  for  mine
reclamation have been established by various governmental agencies. Reclamation,
site restoration, and closure costs for each producing mine are accrued over the
life of the mine  using  the  units-of-production  method.  Ongoing  reclamation
activities are expensed in the period incurred.

Income  Taxes

The Company  accounts for income taxes using the liability method which requires
recognition of deferred tax  liabilities  and assets for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax returns.  Deferred tax assets and  liabilities  are determined  based on the
difference  between  the  financial  statements  and tax  basis  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.


                                      F-15

<PAGE>


Inventory

Gold inventory is stated at net realizable value.

Stock  Based  Compensation

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation,"  (SFAS  123),  which is  effective  for periods  beginning  after
December  15,  1995.   SFAS  123  requires  that  companies   either   recognize
compensation  expense  for  grants of stock,  stock  options,  and other  equity
instruments based on fair value or provide pro forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements.  The
Company  intends to continue to account for its stock-based  compensation  under
Accounting  Principles  Board No. 25;  however,  the  Company  has  adopted  the
disclosure provisions of SFAS 123.

Cash  and  Cash  Equivalents

For purposes of reporting cash flows,  cash and cash equivalents  include highly
liquid debt instruments purchased with a maturity of three months or less.

Earnings  Per  Share

In February  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 128 (SFAS 128),  "Earnings Per
Share",  which was adopted by the Company for the year ended June 30, 1997. SFAS
128 replaces the  presentation of primary earnings per share with a presentation
of basic  earnings  per share based upon the weighted  average  number of common
shares for the period.

Leases

The Company leases office space and mining  properties  under operating  leases.
All of the Company's leased mining properties  contain certain  provisions which
Provide the Company with the option to purchase the property at a  predetermined
price or to renew the lease at a predetermined price. The Company is required to
pay all taxes, insurance, and maintenance on leased mining properties.

NOTE  3  -  AFFILIATES  AND  RELATED  PARTIES

Significant relationships with (1) companies affiliated through common ownership
and/or management, and (2) other related parties are as follows:

The Company has Joint ownership in the "Esperanza Gold Project". See Footnote #5
for a description of this Project and the joint ownership.

NOTE  4  -  OFFICE  FURNITURE  AND  EQUIPMENT

Office furniture and equipment have been written-off as a loss as the items were
repossessed, bartered, claimed or abandoned during the year ended June 30, 1999.
The Company  shall  reinstate  any  property  that is  recovered  if the Company
satisfies  amounts  that it is in default.  See  footnotes  6,7 and 12 regarding
commitments and contingencies with regard to the Company's property.


                                      F-16

<PAGE>



NOTE  5  - MINERAL PROPERTIES AND MINING EQUIPMENT

The Company's net investment in mineral  properties  and mining  equipment is as
follows:

<TABLE>
<CAPTION>
                                                               Development       Mining
                                                  Land          Costs            Equipment        Total
                                             --------------   ------------      ------------    --------------
<S>                                             <C>           <C>               <C>                <C>
Carson Mine . . . . . . . . . . .               $2,199,858    $         -       $     42,835       $ 2,242,693
Brush Creek Mine. . . . . . . . .                  408,496              -            403,171           811,667
Gardners' Point and Pioneer Mines                  185,477        770,327            128,521         1,084,325
Ruby Mine . . . . . . . . . . . .                        -              -          1,589,229         1,589,229(*)
High Commission Mine. . .                          101,875              -                  -           101,875
Esperanza gold project and
        Vocar S.A.R.L. Permits                       3,580              -                  -             3,580
                                                 ----------     ------------     ------------      --------------
                                                 2,899,286        770,327          2,163,756         5,833,369
Accumulated depreciation. . . . .                        -              -         (1,172,549)       (1,172,549)
                                                 ----------     ------------     ------------      --------------
                                                $2,899,286    $   770,327       $    991,207       $ 4,660,820
Less abandoned
       During 1999                                                                  (991,207)         (991,207)(*)
                                                 ----------     ------------     ------------      --------------
                                                $2,899,286    $   770,327       $          -       $ 3,669,613
                                                 ==========     ============     ============      ==============
</TABLE>

(*) Note that the Company no longer holds a lease on Ruby Mine. The equipment on
the property remains with the former lessor.  The Company hopes to renegotiate a
lease or  purchase  the  property  at  which  time  equipment  may or may not be
returned. Equipment on other properties is either no longer on the properties or
is obsolete.

The  Company  owns or holds  claims and rights to the above  properties  but has
property taxes,  maintenance fees and reclamation  bonds outstanding with regard
to its  California  properties.  Those  amounts  have been  included in accounts
payable.

All of the Company's  mineral  properties in the U.S. contain mines that were in
production previously. All such mines, except for the Esperanza Gold Project and
Vocar S.A.R.L.  Permits,  Gardners's  Point and Pioneer Mines are located in the
Allegheny-Forest-Downieville mining districts on the western slope of the Sierra
Nevada mountain range in Northern  California and aggregate  approximately 6,300
acres.  Because of the close  proximity of the mines to each other,  the Company
plans to centralize  milling  operations.  The Gardner's Point and Pioneer Mines
are  located   outside  this  district  and  management   has  been   evaluating
alternatives to placing them into current production. The Esparanza Gold Project
is located in  Southeastern  Honduras.  The VOCAR  S.A.R.L.  mining  permits are
located in the Central African  Republic.  Current  developments and commitments
related to certain properties follow:

Reverse Merger between Brushcreek Mining & Development Company and J.A.B.


                                      F-17

<PAGE>


International, Inc.

On April 14,  1999 the  Company  completed  a merger  whereby  it  obtained  two
properties.  The company obtained a Central African Republic  registered company
named VOCAR S.A.R.L. which holds a the permits to a mining concession located in
the  Southeastern  section of the  country.  This  company was formed in 1987 by
Robert  Hendry,  Esq. And Harold McQuire in 1994 and purchased by the Company in
1994.  The permits for the mining  property were granted in November of 1995 and
are in VOCAR S.A.R.L.  and the Company's name. The permits require a maintenance
fee of  $5,000  every 5 years,  of which no fees are  outstanding.  The  permits
require  that the  Company  pay an import  tax on mining  equipment  of  various
amounts  and an export  tax on  minerals  at 8.25% of the  value in the  Central
African  Republic.  The mining area is 3,500 square  kilometers in size with one
major river with  tributaries.  The Company has initiated test pits to determine
the  recoverability  of diamonds and gold.  A full  geological  and  engineering
report is planned.

In addition to this property,  the Company acquired the "Esperanza Gold Project"
from the Esperanza  Mining Company in 1997. 80% of the Esperanza  Mining Company
was purchased with 50,000 common shares of the Company's  stock and an agreement
to pay a 3% net smelter royalty. Through additional agreements,  the Company has
issued an additional  100,000 common shares of the Company's  stock.  The mining
company was formed in the US by 3 Honduran  natives who owned the property.  The
property is roughly  49,000 acres located in the North Central part of Honduras.
Only  minor  exploration  has  taken  place  to  date.  A  full  geological  and
engineering  report is planed.  The Honduran  Government changed the mining laws
during the year 2000  whereby the Company had its law firm in  Tegucigalpa  file
papers with the bureau of mines to keep current.  The Company is responsible for
filing  a  Mining  Plan of  Operations  with the  Government  in  order  stay in
compliance with the new law.

NOTE  6  -  DEMAND NOTE PAYABLE  AND LINES OF CREDIT

On February 1, 2001, the Company entered into a 120 day note payable for $12,000
with an interest rate of 15% for the 120 day period. Principal and interest were
due at the end of the term. The Company will extend the due date until such time
that alternative financing becomes available.

The Company had a demand note  payable in the amount of $57,017 with no interest
that was converted to 174,209  common  shares of stock during  fiscal 2000.  The
amounts were loaned during fiscal year 1999.

No unused lines of credit exist.

NOTE  7  -  INCOME  TAXES

The Company  had  available  net  operating  loss  carryforwards  for  financial
statement  and federal  income tax  purposes.  These loss  carryforwards  expire
between 2002 and 2021.

The Company has reported income tax losses of approximately $59,500,000 in prior
years.  In  general,  income tax losses are carried  forward to future  years to
reduce  future  income  taxes,  however,  the full amount of these losses is not
available or has been reduced.

The  Company's  management  has decided a valuation  allowance  is  necessary to
reduce any tax benefits because the available  benefits are more likely than not
to expire before they can be used.

NOTE  8  -  SHAREHOLDERS'  EQUITY

During fiscal 2001, the following major equity transactions occurred:

On June 4, 2001, the Company acquired 100% of the stock in Gables Company, Inc.,
a Florida corporation,  in exchange for the transfer to Gables Company,  Inc. of
all personal and real  properties,  both secured and unsecured,  relating to the
Brush Creek property in California. As of June 4, 2001, Gables Company, Inc. has


                                      F-18

<PAGE>


had no assets or liabilities or operations since 1994,  therefore the Company is
not required to include separate financial statements.  Gables Company, Inc. has
adopted the same fiscal year end as the Company.

Pursuant  to a  non-binding  letter of intent  dated June 7, 2001,  the  Company
acquired the right to purchase certain mineral  properties located in Zacatccas,
Mexico.

Pursuant  to the  unanimous  written  consent of the Board of  Directors  of the
Company dated June 1, 2001, the Board authorized the creation or the acquisition
of  subsidiaries  to hold mining  properties.  On June 13, 2001,  the  following
documents were filed with the Florida Department of State:

         Articles of Incorporation for J.A.B. Central Africa, Inc.
         Articles of Incorporation for J.A.B. Honduras, Inc.
         Articles of Incorporation for J.A.B. Mexico, Inc.

On or about June 14,  2001,  the Company was issued 100% of the stock in each of
these new corporations. On or about June 14, 2001, the following acquisitions or
dispositions of assets were commenced:

The  Company  transferred  to J.A.B.  Central  Africa,  Inc.  all of the  assets
comprising its mining  operations in Central Africa,  including  permits related
thereto.  The Company  transferred  to J.A.B.  Honduras,  Inc. all of its assets
comprising the "Esperenza  Gold Project," a 49,000 acre placer gold mine located
in Southeastern Honduras. The Company assigned to J.A.B. Mexico, Inc. its rights
to acquire certain mineral properties  located in Zacatccas,  Mexico. All of the
above  assets have no recorded  value.  The assets will be valued in  accordance
with accounting standards after appropriate geological reports are comprised.

The Company  undertook a three for one stock split  during the third  quarter of
fiscal 2001. The earnings per share calculation has been retroactively  adjusted
in consideration of this split.

The Company issued 1,700,000 common shares for services  provided to the Company
at a value of $51,000.  The President of the Company  received  1,000,000 of the
1,700,000 shares issued per his compensation  agreement with the Company.  These
shares were issued prior to the three for one stock split listed above.

During fiscal 2000, the following major equity transactions occurred:

The Company  undertook an S-8  registration for the issuance of 1,330,000 common
shares with a value of $987,500 during the first quarter of the year. The shares
issued were used to reduce accrued  consulting  expenses  incurred during fiscal
year 1999.

The Company also issued 174,209 common shares with a value of $57,017 to convert
a demand note payable to common stock.

The Company sold 465,791  shares of common stock for $152,449 in cash during the
fiscal year 2000.

During fiscal 1999, the following major equity transactions occurred:

On March 1, 1999 the Company issued  3,730,861  common shares valued at $894,287
to Jefferson  Adams Bootes for services as a Director of the Company.  After the
issuance there were 9,235,040 shares issued and outstanding.

The Company  offered a 1 for 12 reverse  stock  split on April 13, 1999  leaving
869,455 common shares issued and outstanding..

In an exchange of 3,580,000  common shares of the  Company's  stock on April 14,
1999, the Company executed a tax free reverse merger with a Florida  corporation
by the name of J.A.B. International, Inc. The merger was accounted for under the
purchase method.  The transaction was valued at the Company's par value.  When a
proper reserve study is completed of the acquired  assets,  the transaction will
be  revalued in  accordance  with  industry  standards.  The assets  transferred
included VOCAR  S.A.R.L.,  a company which holds permits to a mining  concession


                                      F-19

<PAGE>



located in the  Southeastern  section of the Central African  Republic,  and the
Esperanza Gold Project, a 49,000 acre placer gold mine in Southeastern Honduras.
At the time of merger the Company  changed its name from Brush Creek  Mining and
Development Company, Inc. to J.A.B. International,  Inc. The Florida corporation
was then disolved leaving J.A.B. International,  Inc., a Nevada corporation, the
surviving  company.  After this merger,  the Company had 4,449,455 shares issued
and outstanding.

NOTE  9  -  STOCK  OPTIONS  AND  WARRANTS

Upon the merger that  occurred on April 14, 1999,  the Company  cancelled all of
its existing stock option agreements.

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES

Compensation Agreement:

During March of 1999, the Company entered into a 5 year  compensation  agreement
compensation agreement with Jefferson Adams Bootes, the President and CEO of the
Company,  whereby he is to  receive  compensation  of $25,000  per month for his
duties as President and CEO.

Changes in management:

Recent  changes  in  management,  as  noted  in  footnote  18,  have  led to the
contingency  that all  transaction and liabilities may not have been recorded in
the Company's  accounting  records during fiscal year 1999. With the uncertainty
of  the  Company's  cash  flows,  the  Company's  management  chose  to  satisfy
liabilities that may or may not have been recorded with the bartering of company
assets  such as  equipment.  In  addition,  assets such as  equipment  have been
claimed by lessors of property in which the Company is in default.

The Company's management has inspected the mining locations for property and has
written-off  as an  abandonment  loss any assets not  observed.  In addition the
Company's  management has decided to leave accounts  payable amount as being due
if satisfaction has not been recorded in the Company's  accounting  records.  At
such time that the Company has funds to  research  these  amounts as having been
satisfied and possibly  additional  amounts due, the Company will  determine the
materiality of these amounts in order to determine if a prior period  adjustment
should be recorded and revised statements issued.

Contingencies:

The Company is currently in default of its lease  payments on mining  properties
and the property taxes on these leases. The Company has also had judgments filed
against  it,  which  have been  accrued  at  $4,951,229.  The  Company  may have
additional  suits  brought  against it in the future.  Currently  the Company is
negotiating  settlements,  however,  there is no  assurance  as to  whether  the
Company will be successful in these negotiations.

Judgments  whereby a settlement  agreement has been agreed to have been recorded
at the minimum  amount due. The additional  judgment  liability that the Company
would record if a settlement was not in place is $5,850,000.

The Company  holds a month to month lease for office space in Houston,  Texas at
an  amount  of $400  per  month.  The  Company  is  currently  accruing  expense
reimbursements for the Company president to retain all records for the Company.

The Company's  mining and exploration  activities are subject to various federal
and state laws and  regulations  governing the  protection  of the  environment.
These laws and regulations are continually  changing and are generally  becoming
more  restrictive.  The Company  conducts  its  operations  so as to protect the
public health and  environment and believes its operations are not in compliance
with all applicable laws and  regulations.  The Company has made, and expects to
make in the future,  expenditures to comply with such laws and regulations.  The
Company cannot predict such future expenditures.


                                      F-20

<PAGE>



NOTE  11  -  LEGAL  PROCEEDINGS

Filing of Reorganization

On December 1, 2000,  the Company filed for  reorganization  under Chapter 11 in
the state of Florida.  This filing was  dismissed  by the court on February  15,
2001.

On June 12, 2001, a subsidiary of the Company,  Gables Company,  Inc., filed for
reorganization under Chapter 11 in the state of Florida. The court had converted
the filing to  Chapter 7 during  the month of  December,  2001.  The  Company is
currently  reorganizing  its debt  issues and plans to  litigate  a  substantive
portion of litigation debt and convert the Chapter 7 filing to Chapter 11.

The Royal Bank Action.

On December 13,  1995,  the Company  entered into an agreement  (the "Royal Bank
Agreement") to settle an action commenced by the Royal Bank of Scotland,  et al.
by delivering to the plaintiffs (the "Royal Bank Plaintiffs")  216,667 shares of
the Company's Common Stock and cash in the amount of $241,000.  The Company also
assigned  to the Royal Bank  Plaintiffs  a portion of its  interest in any total
recovery from claims against the law firm formerly known as Bartel,  Eng, Miller
& Torngren, the Company's formal legal counsel ("Bartel,  Eng"). On December 13,
1996,  the  Company  was  further  required to deliver to each of the Royal Bank
Plaintiffs,  at his or her option,  additional  shares of the  Company's  common
stock or additional  cash. The number of shares of Common Stock or the amount of
cash each Royal Bank  Plaintiff  was entitled to receive was based on the amount
of his or her pro rata  interest in amounts paid by the Company  pursuant to the
Royal Bank  Agreement.  If all Royal Bank  Plaintiffs  elected to receive Common
Stock,  then the Company would have been required to issue and deliver a maximum
of 300,000 shares in the aggregate and if all Royal Bank  Plaintiffs  elected to
receive  cash,  then the Company would have been required to deliver cash in the
maximum aggregate amount of $600,000.

Prior to  December  13,  1996,  the Royal  Bank  Plaintiffs  elected  to receive
$600,000  in cash  under  the  terms of the Royal  Bank  Agreement.  On or about
December 17, 1996, the Company  received  notice from the Royal Bank  Plaintiffs
that the  Company  was in  default of its  obligation  to pay them  $600,000  on
December  13, 1996.  Under the Royal Bank  Agreement,  such  default  caused the
Company to incur an immediate $3.25 million debt to the Royal Bank Plaintiffs.

Subsequently,  in January 1997, the Company entered into a Forbearance Agreement
(the "Forbearance Agreement") with the Royal Bank Plaintiffs which provided that
notwithstanding the $3.25 million  obligation,  the Royal Bank Plaintiffs agreed
to forbear  from  exercising  their  rights and  remedies  against  the  Company
provided  the Company made a payment of $629,100 on or before March 20, 1997 and
a payment of $175,000  on or before July 1, 1997.  The Company had the option to
postpone the second payment ($175,000) by delivering written notice to the Royal
Bank Plaintiffs no later than June 25, 1997, whereupon the second payment was to
have  been  paid no  later  than  December  15,  1997 and the  amount  was to be
increased  to  $250,000.  The Company  also agreed to  reimburse  the Royal Bank
Plaintiffs  for their  attorneys'  fees and  costs.  Thereafter,  the Royal Bank
Plaintiffs  agreed to extend the time  period for  paying the  $629,100  to them
until May 15, 1997.  In addition,  the second  payment was increased to $225,000
payable on July 1, 1997 subject to  postponement  until  December  15, 1997,  in
which event the amount was to be increased to  $300,000.  The amount,  which was


                                      F-21

<PAGE>



due May 15, 1997, was not paid by such date. However, effective on June 2, 1997,
the  Company  entered  into an  Amendment  No.  2 to the  Forbearance  Agreement
("Amendment  No. 2") which,  among other  things,  provided  that the Royal Bank
Plaintiffs  would continue to forbear from exercising  their rights and remedies
under the Royal Bank Agreement and related Forbearance  Agreement,  provided the
Company  performed the  following:  (a) paid $896,000 in eight  installments  of
$112,000 each on May 31, July 31, September 30 and November 30, 1997 and January
31,  March 31,  May 31 and July 31,  1998 (the  "Periodic  Payments"),  (b) paid
$250,000 on or before  September 30, 1998,  (c) made payments of $25,000  within
five  business days after any  closing(s)  since March 20, 1997 of any single or
series of  sale-leaseback  transaction(s)  in which the Company  received in the
aggregate of at least  $65,000 in proceeds,  and (d) made a final  payment on or
before  September 30, 1998 of the Judgment Amount (as defined in the Forbearance
Agreement) less the aggregate amount of the Periodic  Payments  previously paid;
provided,  however,  that if the Company timely performed its obligations  under
its settlement  documents with the Plaintiffs and either (i) Plaintiffs received
all of the Periodic  Payments,  or (ii) the Company made one final payment in an
amount set forth in Amendment  No. 2 which amount  ranged from  $950,000 if such
final  payment  was paid on or before  May 31,  1997 to  $350,000  if such final
payment was paid after May 31, 1998 and on or before July 31, 1998 (and assuming
all Periodic  Payments coming due prior to the final payment were made), in such
event the Plaintiffs  agreed to waive the  enforceability of the Judgment Amount
against the  Company  and the Company  would not be required to make any further
payments.

The Company  also agreed to issue  433,334  shares (the  "Forbearance  Agreement
Shares") of its Common Stock to the Royal Bank Plaintiffs and agreed to register
such shares for resale pursuant to a Registration Statement to be filed with the
Securities  and Exchange  Commission.  Also,  the Company agreed to issue to the
Plaintiffs,  from time to time until the  payments  referred  to above have been
completed,  .025 shares of its Common  Stock for each share  issued in excess of
24,000,000 of the Company's  outstanding  shares.  Amendment No. 2 also provided
that the Company reimburse  Plaintiffs for attorneys' fees and costs incurred in
connection with the preparation and negotiation of Amendment No. 2.

In fiscal 1999, the Company again amended the  Forbearance  Agreement to provide
for payment to Royal bank of $200,000 and 75,000 shares of the Company's  Common
Stock ("Amendment No. 3").

Effective on March 17, 1999, the Company  entered into an Amendment No. 4 to the
Forbearance  Agreement  ("Amendment No. 4") which, among other things,  provides
that the Royal Bank Plaintiffs  would continue to forbear from exercising  their
rights and  remedies  under the Royal Bank  Agreement  and  related  Forbearance
Agreement,  provided the Company performed the following: (a) on or before April
16, 1999 paid  $200,000 of the  Judgment  Amount (as defined in the  Forbearance
Agreement).  The Company also agreed to issue to the  plaintiffs an aggregate of
319,500 shares of the Company's common stock ("Additional  Forbearance  Shares")
pursuant  to an  exemption  from  registration  under Rule 506 of  Regulation  D
promulgated  under  Section 4(2) of the  Securities  Act. The Company  agreed to
register these shares with the Securities and Exchange Commission on Form S-3 no
later than December 31, 1999.  The plaintiffs  and the Company  executed  mutual
releases,  with the  release in favor of the  Company to be  effective  upon the
Company's  performance of all of its  obligations  under Amendment No. 4 and the
other settlement documents.

The Company's  obligations  under the Royal Bank  Agreement are secured by (1) a
deed of trust on all real property and patented and  un-patented  mineral claims
owned by the  Company;  (2) a first  priority  security  interest  in all of the
Company's  right,  title and  interest  in and to any and all  goods,  products,
yield,  receivables,  inventory (including any gold from any mines), any and all
exploration and drilling  information,  data, maps, reports or surveys,  and any
and all income and proceeds  derived from the  Company's  mining  operations  on
property  which the Company  presently  or  subsequently  owns or leases;  (3) a
first-priority  security interest in the Company's right,  title and interest in
and to any total recovery by the Company on the claims against Bartel,  Eng; and
(4) a stipulated judgment in the amount of $3,250,000.

In fiscal 1996, the Company  registered the 1,616,667  shares of Common Stock to
be issued and delivered pursuant to the Zuri Agreement the Royal Bank Agreement,
which included the 300,000  additional shares that may have been issued pursuant
to the Royal Bank Agreement as described above. This number does not include the
Forbearance Agreement Shares or the Additional  Forbearance Shares (as described
above).

                                      F-22

<PAGE>



The Anderson Matter.

The Company was  plaintiff in the matter of Brush Creek  Mining and  Development
Co., Inc. v. Anderson,  et al., United States District Court,  Northern District
of  California,  case no.  C94-3487 CAL, filed on September 24, 1994. The action
was  against  former  officers  and  directors  of the  Company  and  others for
violations of federal and state  securities  laws and common law torts. On April
3, 1998, the Company's counsel, the Hinton & Alfert firm, withdrew as counsel of
record.  Upon the  Company's  failure to obtain new  counsel as  directed by the
Court, the action was dismissed with prejudice on May 15, 1998.  Following entry
of judgment of dismissal,  two of the defendants  moved as purported  prevailing
parties for an award of attorney's fees and costs incurred in defending  against
the  Company's  claims.  The  defendants  sought  by  their  motion  to  recover
$63,782.14.  On August 21, 1998, the Court denied the  defendants'  motion.  The
Company is not actively pursuing this matter.

The Volcanic Matter.

On August 12,  1998,  Volcanic  Resources,  LLC filed a  complaint  against  the
Company,  its past CEO and Chairman of the Board,  and two of its directors.  On
September 16, 1998,  Plaintiff filed its First Amended Complaint alleging breach
of  contract  and breach of express  warranties  against  the  Company  only and
alleging fraud,  negligent  misrepresentation,  rescission,  constructive trust,
declaratory  relief and violation of Business and Professions Code section 17200
against  all  defendants.  The  underlying  contract  giving  rise to this  suit
involves a written Exploration, Development and Mine Operating Agreement entered
into November 20, 1997 between  Sterling Mining,  LLC and the Company.  Sterling
Mining,  LLC  assigned its rights under the  Exploration,  Development  and Mine
Operating  Agreement to  Plaintiff.  In  accordance  therewith,  the  individual
defendants filed three  preliminary  "motions":  (1) Motion to Change Venue; (2)
Demurrer; and (3) Petition to Compel Arbitration.

The Shareholder Suit.

In  August  1999,  Paul  Body and  other  shareholders  of the  Company  filed a
complaint against the Company,  its past CEO and Chairman of the Board and three
of its directors,  alleging fraudulent  misrepresentations,  breach of contract,
breach  of  express  and  implied  contractual  obligations,   defamation.   The
plaintiffs  purchased  shares of common  stock in a private  offering and allege
that the  defendants  fraudulently  misrepresented  the financial  condition and
business  prospects of the Company.  The defendants also allege that the Company
did not  register  the  common  stock  purchased  as it agreed to as part of the
private placements.  Certain plaintiffs also allege that they were obstructed in
their efforts to sell certain of their shares of common  stock.  With respect to
the defamation  allegations,  the plaintiffs  allege that the former chairman of
the Company posted publicly on the Internet defamatory  statements regarding the
plaintiffs and that the Company has never withdrawn or recanted such statements.

Other Matters.

On February 8, 1996, the Company filed a complaint against F. James Anderson and
Simone  Anderson in Superior  Court of the State of  California,  in and for the
County of  Sacramento,  Case No.  96AS  00513  (the  "Sacramento  Action").  The
complaint seeks (a) judicial determination and declarations that the Company (1)
has no further  obligations  to advance  defense fees and costs  incurred by the
Andersons in connection  with other settled  litigation  involving  Zuri Invest,
including on the  Andersons'  appeal of that judgment  (which fees and costs the
Company agreed to pay pursuant to a settlement in a previously resolved matter);
(2) is entitled to recoup  defense fees and costs  allocable  to the  Andersons'
defense of claims in the Zuri  Invest  matter for which they were found  liable;
(3) is not required to indemnify the  Andersons for their  liability in the Zuri
Invest  litigation;  (4) has no duty or  obligation  to the Andersons to account
for, replenish, and/or return monies to or pay interest on the $200,000 provided
by the Andersons as partial  indemnification  to the Company in connection  with
the Royal Bank  litigation;  and (5) is entitled to have all amounts returned to
the Company from the $200,000  which were  disbursed for the purposes other than
to indemnify the Company such that the Company  receives the full net benefit of
the $200,000,  and (b) equitable  indemnification  to collect from the Andersons
their proportionate share of the judgment in the Zuri Invest litigation.

                                      F-23

<PAGE>



On April 4, 1996,  the  Company  was served  with the  Andersons'  answer to the
Sacramento Action and they're  cross-complaint  against the Company.  The answer
generally denied the allegations of the Company's complaint and asserted various
affirmative  defenses.  The  cross-complaint  seeks judicial  determination  and
declarations that the Company (1) is obligated to advance the Andersons' defense
costs  (including  costs of appeal) in the Zuri  litigation and defense costs in
the Federal  Action and (2) is obligated to indemnify  them from the judgment in
the Zuri Invest  litigation and any judgment that might be rendered against them
in the Federal Action.

Also,  on April 4, 1996,  the Company was served with a motion by the  Andersons
for summary  adjudication  of two of their cross  claims which would have forced
the Company to advance the  Andersons'  defense cost in the Zuri  litigation and
the  Federal  Action.  On May 3, 1996,  the  Andersons'  motion was heard by the
superior court and denied.  The Company  answered the Andersons' cross complaint
on May 6, 1996 generally denying the allegations and asserting various defenses.
[Although the Company has not done so to date,  the Company may attempt to amend
its  original  complaint  to assert an  additional  claim to hold the  Andersons
liable for the entire amount of the Royal Bank of Scotland settlement.

The Company is a party to other various  claims,  legal  actions and  complaints
arising in the ordinary  course of business.  In the opinion of management,  the
ultimate disposition of these matters will not have a material adverse effect on
the business or financial position of the Company.

1. Ruby  Development  - Judgment for  $1,250,000,  default for breech of contact
associated  with lease of the mine. The Company was not properly served and will
ask the court to set aside the judgment.

2. Kate Hardy / Omega - Judgment for $401,606.46,  default for breech of contact
associated  with lease of the mine. The Company was not properly served and will
ask the court to set aside the judgment.

3. Rising Sun - Judgment for $250,000,  default for breech of contact associated
with lease of the mine.  The  Company was not  properly  served and will ask the
court to set aside the judgment.

4. Jean Gasperoni - Judgment for $105,000,  filed suit for commission on funding
that the  company  did not  receive.  The  company is  currently  appealing  the
judgment.

5.  ACP-Laurich  - Judgment  for $50,000,  Default  judgment for lease on office
space that the company  never  occupied.  The company is  currently  planning to
appeal.

6. Robert Half Inter. - Judgment for $21,481.79,  dated 3/23/99, we have no idea
who they are.

7. Western  Capital  Group for  $300,000,  Financial  Public  Relations  firm in
Aurora, Co. had a consulting agreement with Brush Creek from May 1, 1998 through
October 1, 1998.  Award by Arbitrator on Dec. 30, 1998 of $209,211.00 Plus costs
of $2,323.50 and interest of 8% per month from Aug. 1, 1998.

NOTE  12  -  SEGMENT  INFORMATION

The Company's activities have been devoted to the acquisition,  development, and
production of mineral properties.  Accordingly,  the Company is considered to be
in a single  line of  business.  To  date,  substantially  all of the  Company's
identifiable  assets  and  operating  expenditures  are  in the  United  States,
Southeastern Honduras and Africa.

NOTE  13  -  CHANGES IN MANAGEMENT

On April 14, 1999, in connection with the Company's merger, the Company accepted
as President and CEO Jefferson Adams Bootes, replacing Larry Stocket.




                                      F-24

<PAGE>



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

                  None.

                                    Part III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.

Executive Officers and Directors
--------------------------------

          The table below sets forth the names of the executive officers and
directors of the Company, and certain information concerning them:

          Name                    Age                 Position
          ----                    ---                 ---------

          Jefferson A. Bootes      43      Chairman, Chief Executive Officer

          Samuel P. Martin         53       Secretary and Director

          Stephen H. Durland       46       Chief Financial Officer and Director

          Peter Howe               66       Director


Officers and Employee Directors
-------------------------------

Jefferson A. Bootes - Chairman of the Board and Chief Executive Officer.

Jefferson Bootes, 44 - Born in Long Island,  N.Y, is educated in engineering and
business.  Mr. Bootes founded JAB International  Inc., a Florida  Corporation in
1992. Under his management,  JAB International was successfully  merged into the
public  company,  Brush Creek Mining &  Development  Company in April 1999.  The
surviving public entity was renamed JAB  International  Inc. (JABI).  Mr. Bootes
was appointed as chairman of the Company  effective  March 1, 1999 and named CEO
on April 14,1999.

Mr. Bootes has extensive  professional  experience with Merger and Acquisitions,
Executive level  management,  development and  implementation of business plans,
securing funding,  seeking out and forming strategic partnerships,  as well as a
distinguished history with foreign affairs and trade.

Prior to forming JAB  International  Co, he was  partnered in a "Central  Africa
Republic"  mining  project.  That mined  diamonds in the former French Colony of
Central African Republic.

Serving in the United States Army,  gave Mr. Bootes the  discipline and training
to  successfully  embark on business  development in remote areas of the Central
African  Republic  and  Honduras.  Mr.  Bootes has the  ability,  knowledge  and
understanding  of the laws and agencies  governing  the specific  areas of JAB's
projects.  This  ensures  that  each  of  JAB's  projects  are  located  in safe
environments,  are run efficiently,  and overseen with the focus on progress and
development.


                                       22

<PAGE>


Non-Employee Directors

Stephen H. Durland, Chief Financial Office, Directorr

Stephen Durland, a graduate from Guilford College with a major in Accounting, is
a  Certified  Public  Accountant;  licensed  in 14  states  He  is a  Nationally
Certified  Cash  Manager.  In  addition,  Mr.  Durland has written  articles for
publication,  including; "To Go Public or Not?" The Prospector;  April 1997; and
"The Hidden SEC Client";  CPA Today;  July 1997,  which  spotlight his extensive
knowledge  of the ins and  outs  of the  SEC as  well  as the  implications  and
requirements of being a publicly traded company.

In his professional experiences,  Mr. Durland has been an Officer or Director of
many companies in various stages of development and industry on full time and/or
consulting  basis.  His  most  recent  clients  have  been a  development  stage
enterprise in the high technology field; a development  stage  second-generation
hydroponics   company,   which  currently  has  its  initial   products  in  the
marketplace; and a large holding company with a wide variety of small public and
private  companies in various  stages of  development  or activities  and a wide
variety of industries.

Mr.  Durland will oversee all financial  operations at JAB including  reporting,
budgeting,   the  development  and  review  of  internal  controls,   and  audit
management.  In addition  to his  management  of all  accounting  and  financial
matters,  JAB will utilize  Durland's skills and experience to manage and foster
relationships  with key investment  bankers and financial  analysts,  as well as
keep the  Company  up  current  with  the SEC and all  governing  agencies.  Mr.
Durland's extensive knowledge and experience in strategic financial planning and
implementation  will assist JAB in reaching strategic  objectives as the company
continues to expand.


Samuel P. Martin - Secretary and Director. Dr. Martin has been a Director of the
Company since July 1999.  Dr. Martin  completed his  undergraduate  work at Yale
University  and  obtained  his M.D.  degree  from Duke  University,  College  of
Medicine  in Durham,  North  Carolina,  in 1972.  Dr.  Martin is a member of the
teaching  staff at  Orlando  Regional  Medical  Center  and has been  practicing
medicine as a vascular and general surgeon in Orlando, Florida, since 1978. From
1973 to 1977 Dr. Martin completed his residency  training at New York Hospital -
Cornell.  From 1977 to 1978, he was a Peripheral  Vascular  Surgeon at the Alton
Ochsner  Foundation.  He is a  member  of the  Orange  County  Medical  Society,
Orlando, Florida, Florida Medical Associate, American Medical Associate, Florida
Society of General Surgery,  The Southern  Association of Vascular Surgery,  and
the International Society of Cardiovascular Surgery.

Peter Howe - Director.  Mr.  Howe has been a Director of the Company  since July
1999.  Mr. Howe  graduated from the Royal School of Mines in 1949 with a B.S. in
Mining  Engineering from the University of London,  England,  and a diploma from
the Royal School of Mines. In 1957, he was registered as a Professional Engineer
in the Province of Ontario,  Canada.  Mr. Howe  commenced a consulting  practice
concentrating

                                       23

<PAGE>


mainly on exploration for minerals.  In 1965, he founded the firm of A.C.A. Howe
International,  Ltd.,  which  has  gained  an  international  reputation  having
operated offices in Canada, United Kingdom, South Africa, Australia,  Indonesia,
U.S.A.,  and Chile. Mr. Howe currently serves as Chairman and director of Diadem
Resources,  Ltd., and President and Director of Ateba Mines,  Inc., with diamond
exploration in Africa, NWT, Canada, California,  U.S.A., plus phosphate recovery
in Florida,  and President  and Director of Wascco  Resources,  Inc.,  with gold
deposits in Indonesia.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors,  and  affiliates  to file  initial  reports  of
ownership and reports of changes of ownership of the Company's Common Stock with
the Securities and Exchange Commission. These executive officers, directors, and
affiliates  are required to furnish the Company with copies of all Section 16(a)
forms that they file.  Based solely on the Company's  review of  Securities  and
Exchange  Commission  Forms 3, 4, and 5  submitted  to the  Company  and written
representations  from these  officers,  directors,  and affiliates that no other
reports were required,  the Company  reports that the following forms were filed
late or not at all for the 1999 fiscal year:    none


Item 10.  Executive Compensation.

     The following summary compensation table sets forth information  concerning
the annual  compensation  for services in all  capacities to the Company for the
fiscal years ended June 30, 2000, 1999, and 1998, of the person who was, at June
30, 2000,  the chief  executive  officer of the Company.  No other person had an
annual base salary and bonus compensation that was in excess of $100,000.

                                            Fiscal
         Name and Principal Position         Year        Salary         Bonus
         ---------------------------                     ------         -----
         Jefferson A. Bootes,                2000          -0-           -0-
         CEO and President                   and
                                             2001


     The  following  table  sets forth a summary  of the  non-cash  compensation
awarded in the form of Common Stock or stock options granted to the Officers and
Directors of the Company for the fiscal year ended June 30, 2000:

<TABLE>
<CAPTION>
                                                   % of Total
                                                  Options Granted  Exercise
                                Number of shares    to Employees     Price      Expiration
        Name                     of Common Stock   in Fiscal Year  per Share       Date
-------------------------       ----------------   --------------  ---------    ----------
<S>                             <C>                 <C>
Jefferson A. Bootes, CEO          1,000,000            -0-
</TABLE>


                                       24

<PAGE>


Stock Option Plans

     The Company has no stock option  plans and prior plans have been  cancelled
effective April 14, 1999, date of merger with J.A.B. International Trading Co.

Pension Plans

     The  Company  does not have any pension  plan  available  to its  executive
officers.

Compensation of Directors

     The  non-employee,  independent  Directors  of the Company are  entitled to
compensation at a rate of $1,500 per month for their services. During the fiscal
year ended  June 30,  2001,  however,  no fees were paid to  Directors.  Certain
expenses  incurred  in  connection  with  such  services,  including  travel  to
meetings,  also may be reimbursed.  In addition the Board has awarded options to
acquire  Common Stock of the Company to directors  in  recognition  of services.
Directors  are not paid  fees for their  services  but they are  reimbursed  for
expenses of attending board meetings.

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

     The following table sets forth as of June 30, 2001 the beneficial ownership
of the  Company's  Common  Stock  (i) by the only  persons  who are known by the
Company to own beneficially  more than 5% of the Company's Common Stock; (ii) by
each  director of the  Company;  and (iii) by all  directors  and  officers as a
group. Percentage ownership assumes all vested options are fully exercised.



 Name and Address of       Shares of Common
  Beneficial Owner            Stock Owned          Options     Percent Owned
  ----------------            -----------          -------     -------------


Jefferson A. Bootes            12,431,746              0            100%
1013 Fairway Drive
Winter Park, FL  32792

All Officer and Directors      15,100,000              0            100%
as a Group                    ==========              =            ====


(1) Includes share held by spouse.

Item 12.  Certain Relationships and Related Transactions.

outdated

                                       25

<PAGE>


     There are  currently  no proposed  transactions  between the  Company,  its
officers, directors,  shareholders, and affiliates.  Conflicts of interest could
arise in the negotiation of the terms of any transaction between the Company and
its shareholders,  officers,  directors, or affiliates. The Company has no plans
or  arrangements,  including the hiring of an independent  third party,  for the
resolution of disputes between the Company and such persons,  if they arise. The
Company and its shareholders could be adversely affected should such individuals
choose to place their own  interests  before those of the Company.  No assurance
can be given  that  conflicts  of  interest  will not cause the  Company to lose
potential  opportunities,   profits,  or  management  attention.  The  Board  of
Directors of the Company has adopted a policy regarding transactions between the
Company and any officer,  director,  or affiliate,  including loan transactions,
requiring  that  all  such  transactions  be  approved  by  a  majority  of  the
independent  and  disinterested  members of the Board of Directors  and that all
such  transactions  be for a bona fide  business  purpose and be entered into on
terms  at  least  as  favorable  to  the  Company  as  could  be  obtained  from
unaffiliated independent third parties.

Item 13.  Exhibits and Reports on Form 8-K.

          (a)       Exhibits.

          (b)       Report on Form 8-K.June 26, 2001.


                                       26

<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.

JAB INTERNATIONAL, INC.
(Registrant)


By:  /s/  Jefferson A. Bootes                              Date:  April 15, 2002
   --------------------------
          Jefferson A. Bootes, President

     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.

Signature and Title
-------------------

By:  /s/  Jefferson A. Bootes                              Date:  April 15, 2002
   --------------------------
          Jefferson A. Bootes
          President and Director/Chairman
          (Principal Executive Officer)


By:  /s/  Stephen H. Durland                               Date:  April 15, 2002
   --------------------------
          Stephen H. Durland, CPA
          Chief Financial Officer and Director
          (Principal Financial Officer)


By:  /s/  Peter Howe                                       Date:  April 15, 2002
   --------------------------
          Peter Howe
          Director


By:  /s/  Samuel P. Martin                                 Date:  April 15, 2002
   --------------------------
          Samuel P. Martin
          Director


                                       27