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, 2000

[ ] 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)


                 1013 Fairway Drive, Winter Park, Florida 32792
                     --------------------------------------
                    (Address of principal executive offices)

                                 (407) 629-7373
                 ----------------------------------------------
                (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: $35,000 from sales
(timber), roughly $6,000 from interest off bonds.

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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
(23,758,365 common shares) was approximately $950,335, The most recent
transaction prior to March 30, 2001, had a purchase price in the amount of $.04
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, 2000 was 6,419,455

Documents Incorporated by Reference: None

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

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                                     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 or leases 10 former producing gold mines in
the most famous high-grade gold district in California. The Company's land is
assessed at $18,000,000 with a $1,000,000 mill plant on site and a $46,000,000
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

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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.

The Company's Current Strategy
------------------------------

          1.   Honduras,. The company expects to begin a engineering and
               environmental impact study by mid-April 2001 with the purpose of
               filing with the Honduran government for final approval to begin
               logging operations and initial geological studies by June 1, 2001
               and limited test mining by July 2001. The company has signed an
               agreement with Universal Resources Group International (URG) to
               do the timber harvest on its property in Honduras The company
               will mine the gold behind the harvest, reclaiming the land and
               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.

                                       4

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               JAB expects to have its first plant and base camp on site by
               October 2001 with productions set to begin by December of 2001.
               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 2001.


               During the summer of 2001 the company will 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
               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
-------

          The Company plans to file all past 10-K's and 10-Q's with the SEC and
then file a 15c-211 for re-listing on the OTC exchange. Further plans are to
have the Company listed on the American Stock Exchange as soon as practicable.

Brush Creek 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

                                       5

<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-2001, 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
--------------

          Diamonds are commercially mined all over the world, the method used to
extract the minerals and the specialized equipment that is used vary based on
the type of deposit. The following briefly describes the two different types of
deposits.

          Kimberlite: These are the volcanic columns that originally brought
diamonds to the surface over 20 million years ago. In the mining industry, these
are known as the primary source. The largest of these has measured over 800
meters across, though the average is approximately 250 meters with depths
reaching over 500 meters.

          Alluvial: Also known as a placer deposit, alluvial means that the
minerals have been moved by water. These deposits are found mainly under the
river basins, and their presence is due to rain and erosion that has washed the
diamond bearing gravel into the valleys where they have been concentrated by the
rivers.

          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.

                                       6

<PAGE>


          o    Stage one is the "Underwater Dredging System" designed and built
               by Aztec Development. The system is actually a converted backhoe
               attached to a 10" dredge pump. An extended reach arm with a
               1-1/2yard bucket is used for the actual digging, a 10" hose is
               fitted to the back of the bucket that connects to the dredge pump
               on the barge. The bucket is used to scoop up the river gravel;
               the loose material is forced into the bucket and is then sucked
               through the hose to the recovery unit.

          o    Stage two is the recovery unit or wash plant. This unit will be
               manufactured by IRD. This equipment processes the recovered
               material. First, the material is washed under very high pressure
               to remove any clay or sand. Then, the gravel is put through a
               Trommel, a two-stage rotating cylinder, where the first stage
               scrubs and breaks up any cemented gravel and the second stage
               separates the material into different size classifications. The
               separated material is then fed into jig plants that reduce the
               material down to a concentrate for sorting.

          Some areas of the river have gravel depths greater than the dredge can
reach, for those areas a clamshell dredge will be used. For the riverbanks,
bulldozers will be used to strip the over burden, and backhoes will be used to
extract the gravel. In all, the Company will use five barges dredging plants,
two clamshell dredges, two bulldozers, four backhoes, and two 30-yard dump
trucks. The Company will need to lease or purchase four 4 x 4 vehicles, two
boats and a C-130 cargo plane when it reaches full production. Project is
scheduled to start in October of 2001 after the rainy season ends in August. It
will take approximately 60 days to begin production.

          Base Camp. The heart of the operation will be the base camp. Over two
years of work has gone into its planning and design alone. The location of the
camp with respect to the over all mining operation is very important. The camp
location that has been chosen has several features that make it ideal for the
Company's purposes:

          1.   The site is on the  banks of a key  tributary  1/2-mile  from the
               major river that flows. through the property;
          2.   The site has access to two of the main roads in the area;
          3.   The site is on high ground and will not be affected by flooding;
          4.   The site is centrally located within the mining area; and
          5.   The site's remoteness lends to the Company's security needs.

          The camp will be divided into three areas: office, living and
maintenance. The offices will be located in a 6,000 square foot building that
will also house the kitchen and dining area. The living area will consist of
three buildings with each having eight apartments and a common area. The
maintenance area will be a 3,500 square foot metal building that will store all
the spare parts, tools, fuel tanks and equipment needed for the operation.

          JAB has worked closely with Exploration Products of Spokane,
Washington on the development of the base camp. This company specializes in the
design, installation and logistical support of remote camps throughout the
world. Exploration Products has designed the camp for our project and will
handle the ordering, shipping and installation of the camp components in Africa.

          Logistics.

               1. Dredge Locations. Working with the Company's mining engineers
and geologists, the Company has established some of the locations that the
dredges will be placed as the starting points for the operation.

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<PAGE>


               2. Sub-Camps. There will be sub-camps installed in remote areas
to support the dredging operations that are too far from the base camp. These
camps will include living accommodations, kitchen, communications, security and
basic maintenance needs.

               3. Communications. A digital satellite phone system will be
installed for this operation with three stations located at the Company's
corporate headquarters in Orlando, Florida, VOCAR offices in Bangui, C.A.R., and
at the campsite. The system will allow the Company to send voice data and e-mail
on secure lines of communication anywhere in the world. The system will be
designed, installed and leased through Tele Data.

               4. Security. The security needs for the operation are one of the
Company's highest priorities. Due to the sensitive nature of this project and
given the general region of the world where the Company will be doing business,
the Company has seen the need to consult experts in this field to devise a total
security package. The security needs have been broken down into four areas;
however, for security reasons exact procedures, equipment and schedules will not
be outlined in this Memorandum.

                  a. Base Camp. The camp security will be insured on several
levels. The first is the remote location of the camp itself, where there will be
only one access road into the camp with a guard gate at the entrance. The
Company will install three rows of perimeter fencing topped with barbed wire,
high-powered light towers and sophisticated detection devices surrounding the
camp. There also will be an underground vault installed to store the diamonds
and gold. Security guards with attack dogs will patrol the entire area 24 hours
a day.

                  b. Dredges. The recovery units will be equipped with security
measures so that no one person can have access to the recovered material. Three
times a day, a security detail with two supervisors will clean out the machines
and bring the concentrate back to the base camp.

                  c. Transporting the Diamonds to Bangui. Twice a month, the
diamonds and gold will be transported from mining area to Bangui to be evaluated
for export taxes. For this purpose, the Company will fly the material from its
private airstrip to the International Airport in Bangui. The Company's security
personnel and government troops will move the parcel from the airport to the
Ministry of Mines.

                  d. Transporting the Diamonds to the U.S. The parcel will be
taken to the airport in the same manner as it came. The parcel will be loaded
onto the Company's private aircraft and transported directly to the U.S.

               5. Supplies. Supplies will be brought in quarterly from the U.S.
and France by Commercial Airlines, and then flown to the base camp by cargo
plane. Some food items such as vegetables and meat will be produced at the site.
The Company intends to maintain a one-year's supply of spare parts to ensure
that the operation does not stop for any extended period of time. The Company
also has established the necessary contacts to replace parts or equipment within
seven days.

               6. Shipping. The Company intends to establish a staging area in
Houston, Texas to store containerized equipment for further shipping to Doaula,
Cameroon. This will include the base camp and the wash plants spare parts. All
of the motorized equipment such as flat bed truck, backhoe, clamshell dredges
and 4 x 4 vehicles will be shipped out of Jacksonville, Florida. From Doaula the
equipment will be taken to the mining area by truck or cargo plane. We estimate
that it will take 60 days to ship the cargo from the U.S. to the mining site in
the C.A.R.

          Personnel. The Company intends to employ a large number of people both
in the U.S. and in the CAR in order to support its CAR mining operation. With
offices in Orlando, Florida; Bangui; CAR; and at the mining site, the Company

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will require an array of skilled people to make its operation successful. The
following is a breakdown of the personnel requirements for the CAR mining site
in the initial stages of the operation.

              1 - Project Supervisor           12 - Heavy Equipment Operators
              2 - Assistant Supervisors         4 - Wash Plant Operators
              1 - Mining Engineer              12 - Truck Drivers
              4- Geologists                    20 - Security Guards
              3 - Office Staff

          The Company intends to enlist the services of Big 5 accounting firm
Deloitte & Touche to prepare our 2001 audit and another auditing firm to prepare
a valuation 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, they will include: James Noble,
President of International Resource Development, manufacturers of the mineral
recovery plants, Troy Deal, President of Aztec Development Inc., Inventor and
Manufacturer of the under water dredging system, and Harold McGuire, Mining
Engineer and, Designer and supplier of the base camp. 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.

          The former JAB 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.

          1. Explore two possible sites at wash plant we will be evaluating two
sites within the mining area for our base camp. We plan to make two trips with
representatives of A.C.A. Howe during the spring of 2001 (before the rainy
season of June - August) to determine the most suitable site base on access to
roads and waterways, closeness to site of initial mining area.

          2. Ship equipment for start-up in October 2001.] It takes 30 days to
ship from the US to Douala, Cameroon, another 30 days for trucking to site with
a stop in Bangui, CAR to register equipment and pay import fees.

          For this venture, the Company will be retaining the services of
qualified available geologists and engineers to produce the necessary geological
and feasibility studies to substantiate its claims. A.C.A. Howe International
has prepared the initial geological report for the CAR.

          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. This study will show the exact location of the kimberlite
pipes in the 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


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work 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, 2000, 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.

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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 5,800 square feet of office
space located in NYC, for a monthly rental of approximately $30,000. The Company
also will be obligated to pay its pro rata share of any increase in operating
costs incurred by the landlord with respect to the leased premises. The proposed
lease is for a 2-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 35,000 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 tax's immediately upon
completion of a debt funding that is due to fund my the end of March 2001.

          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.

          The Company commenced limited production operations at the Wolf vein
and Lawry area placer gravels at the Ruby Mine during the fiscal year ended June
30, 1996; however, limited production was suspended in October 1996 as the
Company focused its efforts on rehabilitating the lower Brush Creek mine. 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 U. S.
Forest Service to transport thirty tons of mineralized material per day from the
lower Brush Creek Mine to the Ruby mill site. The Company is in the process of
writing its plan for the operation of the Forest Service. Since the Company has
not commenced economic production, it is still considered to be in the
development stage. Further work at these mines is subject to the Company
receiving additional financing. There can be no assurance that the Company will
obtain any required financing or any part thereof. In the event the Company is
unable to raise the required financing, the Company will be forced to scale back
its operations.

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

                                       11

<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.

                                       12

<PAGE>


          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.

Ruby Mine
---------

          Pursuant to a leasehold interest acquired in 1989, the Company leased
the Ruby Mine with an option to purchase for $4,000,000. The Ruby Mine is an
underground placer and lode mine located between Downieville and Forest City,
California in Sierra County. The Company defaulted on its lease payments. The
landowner obtained a default judgment against the Company for back lease
payments and damages plus court costs..

          In December of 1989, the Company issued 100,000 shares of its Common
Stock that it used to purchase an option to lease the Ruby Mine and to purchase
equipment located on the site. In March of 1990, the Company paid $50,000 to
extend the option period to April 30, 1990. In April of 1990, the Company issued
an additional 125,000 shares of its common stock in order to extend the option
period to June 30, 1990. The Company exercised the option on June 30, 1990 by
paying the owner $150,000 cash, which represents lease consideration of $50,000
and a $100,000 down payment on the purchase of the equipment. To complete the
equipment purchase, the Company agreed to pay an additional $100,000 in cash in
three equal semi-annual installments, all of which have been paid.

          Pursuant to the terms of the lease, which was most recently modified
on March 27, 1997, the Company must pay a 7-1/2% net smelter royalty on all
minerals produced from lode deposits and 10% on minerals produced from placer
deposits with a minimum lease payment of $13,066 per month through June 30,
2000, subject to an adjustment based on the Consumer Price Index. The mineral
property may be purchased for $4,000,000 subject to adjustment based on the
Consumer Price Index payable by June 30, 2000. All payments made subsequent to
July 1, 1995, to acquire the lease/option and all payments made under the lease
subsequent to July 1, 1995, will be credited against the option purchase price.
Performance under the lease purchase agreement was secured by the Company's
equipment used in the mining operations on the leased premises.


          During 1997, the Company negotiated modification agreements for the
Ruby Mine and the Rising Sun Mine (see below) to pay, in cash, one month lease
payment in arrears, increase the amount of equipment held as collateral pursuant
to the Ruby Mine and the Rising Sun Mine lease agreements by filing UCC-1
financing statements listing the additional equipment, all right, title and
interest of certain "ore specimens" for which Ruby Development Co., Inc. will
credit the value against past due minimum royalty payments and grant Ruby
Development Co., Inc. an option to purchase up to 50,000 shares of the Company's
common stock at a price of $.25 per share until July 1, 1999. The Company has
not made any payments on this lease since June of 1998, and the lease is no
longer in effect. Ruby Development and Rising Sun (owned by the same family)
filed lawsuits against Brush Creek and were awarded default judgments. The
company maintains that it was never properly served on these suits and plans to
appeal.


Rising Sun Mine.
---------------

          The Rising Sun Mine is an underground lode gold mine located
approximately three miles southeast of Allegheny, California. Pursuant to an
interest acquired in 1989, the Company leases the Rising Sun Mine with an option
to purchase for $1,000,000. The Company owes a minimum monthly lease payment of
$5,213, but is delinquent in payment]. There are no proven or probable reserves
in this mine at this time. The mine is currently idle. Regulatory requirements
before the mine is operational include: approved Use Permit from lead agency of


                                       13

<PAGE>

Sierra County; Plan of Operations from U. S. Forest Service; Waste Discharge
Permit from California Water Quality Control Board; approval from California
Fish and Game; and approval from Northern Sierra Air Quality Board.

          In December of 1989, the Company issued 10,000 shares of its common
stock for an option to lease the Rising Sun Mine. On June 30, 1990, the Company
exercised the option upon payment of $20,000 cash and entered into a five-year
lease with an option to purchase. Pursuant to the terms of the lease, which was
most recently modified on November 11, 1994, the Company must pay a net smelter
royalty of 8% on all minerals produced, with a minimum royalty of $4,590 per
month through June 30, 2000, subject to an adjustment based on the Consumer
Price Index. The mineral property may be purchased for $1,000,000 payable on or
before June 30, 2000, subject to adjustment based on the Consumer Price Index.
All payments made to acquire the lease/option and all payments made under the
lease will be credited against the option purchase price. (See the discussion of
the Ruby Mine above for information on the modification agreement entered into
in 1997.) The Company has not made any payments on this lease since June of
1998. The lease was in default, the Company was sued and a default judgment was
given. The Company claims that it was never properly served and is planning to
appeal.

          There are a generator, compressor, rock drills, and a mucking machine
located on the mineral property. The overall ground condition of the mine is
good. Since the early 1960's, the Rising Sun Mine has operated on a care and
maintenance level only. Currently, however, the Company is driving around a
caved in area in an attempt to get to the face of the drift where high-grade
assays have been reported. The Company also is attempting to find the
potentially high-grade intersection of the Belmont and Rising Sun veins.

          The Rising Sun Mine is accessible via Kanaka Creek Road, a graveled
road. The mineral property will require on-site generators to supply power.

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.

          A 30-foot winze is operable in the same areas as the raise. The winze
accesses the vein about 25 feet down dip from the upper level. The vein has been
drifted on for 60 feet to the south from the winze. A 14-foot cross cut connects
the main raise with the winze sub level. The main rise is open from the winze
sub level downward, for about 350 feet on the vein. The bottom 125 feet of the
raise above the lower level is plugged with mineralized material and muck, as is
that above the upper level. The underground portion of the mineral property has
20-pound mine rail in good condition.

          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. The
consideration paid to Golden Lion Mining consisted of $50,000 cash, an $89,000

                                       14

<PAGE>


promissory note due August 15, 1990, 502,070 shares of common stock, and an
agreement to deliver 61.3 ounces of gold bullion by August 1, 1992 In addition,
Golden Lion Mining had forward sold 2,000 ounces of gold to four individuals. As
additional consideration, the Company assumed Golden Lion Mining's forward sell
obligation by issuing a total of 781,072 shares of its common stock. Finally,
the Company issued 976,000 shares of common stock to Ireland Mining Corporation
in consideration for Ireland Mining Corporation terminating its lease and option
to purchase the mineral property with Golden Lion Mining.

          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 Company's original cost was 50,000
shares of common stock and $30,000. 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.

                                       15

<PAGE>


The Poker Flat District (Diamond Potential).
-------------------------------------------

          The Company owns the mineral property subject to the General Mining
Law of 1872. The Company acquired its interest in 1997 when it staked its
un-patented lode mining claims. There are no proven or probable reserves on the
mineral property at this time. While the mine is currently idle, regulatory
requirements before mine may become operational are: approved Plan of Operations
from U.S. Forest Service; Waste Discharge Permit from California Water Quality
Control Board; approval from California Dept. of Fish and Game; and approval
from the Northern Sierra Air Quality Board.

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.

                                       16

<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

                                       17

<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

                                       18

<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).

                                       19

<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.
-------------

          In fiscal 1996 and 1997, the Company was requested pursuant to a
non-public informal inquiry by the staff of the Securities and Exchange
Commission ("Commission"), to provide information to the Commission regarding
the Company's financing activities in reliance upon Regulation S under the
Securities Act. The Commission advised the Company that the inquiry should not
be construed as an indication by the Commission or its staff that any violations
of law have occurred, nor should it be considered a reflection upon any person.
No charges were filed as a result of the inquiry.

          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

                                       20

<PAGE>


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.

          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

3. Rising Sun - Judgment for $250,000

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.

                                       21

<PAGE>

The company plans to appeal all above-mentioned  suits through the law office of
Pillsbury, Madison & Sutro, LLP.


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.

          Common Stock                     High ($)             Low ($)
          ------------                     --------             -------

          3rd Quarter 1999                   1.62                 .53
          4th Quarter 1999                    .97                 .16
          1st Quarter 2000                    .38                 .26
          2nd Quarter 2000                    .13                 .03

          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, 2000, the Company raised $152,449 from the sale of shares of common
stock. Consistent with prior years, the Company derived no material revenues
from operations. The Company's accumulated deficit at June 30, 2000 was
$(59,146,084), compared to accumulated deficit at June 30, 1999 of $(58,527,437)
and an accumulated deficit of $(50,059,368) as of June 30, 1998. As of June 30,
2000, the Company had negative working capital of $(7,192,164). As of June 30,
1999, the Company had negative working capital of $(7,831,967) as compared to
negative working capital of $(1,387,633) as of June 30, 1998. 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
$3,669,613 as of June 30, 2000 and $3,669,613 as of June 30, 1999, as compared
to $4,657,240 as of June 30, 1998. 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,

                                       22

<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 2000 fiscal year, the Company continued to be in default
with respect to certain mining properties and certain county taxes. The lessors
have taken action to foreclose on the leases. 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 $41,584 for the year ended June 30,
2000 as compared to total revenues of $12,123 for the year ended June 30, 1999.
Revenues were primarily derived from logging income of $32,500 and interest
income of $8,949 for the fiscal year ended June 30, 2000, as compared to
interest income of $12,123 for the fiscal year ended June 30, 1998. The Company
had no material revenues from mining operations, which is consistent with the
year ended June 30, 1999 and June 30, 1998.

          The Company had a net loss of $(618,647) for the fiscal year ended
June 30, 2000, as compared to a net loss of $(8,468,069) for the fiscal year
ended June 30, 1999. The decrease in the size of the net loss of approximately
$7,849,422 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 $2,616,536 for the fiscal year ended June 30, 1999 to $660,231
for the fiscal year ended June 30, 2000. General mining and mineral exploration
expenses decreased from $81,621 for the fiscal year ended June 30, 1999 to $0
for the fiscal year ended June 30, 2000. 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.

                                       23

<PAGE>


Item 7.  Financial Statements.


                          J. A. B. INTERNATIONAL, INC.
                          (a development stage company)

                              FINANCIAL STATEMENTS







                               AS OF JUNE 30, 2000








<PAGE>


                           J.A.B. INTERNATIONAL, INC.
                     Financial Statements Table of Contents




         FINANCIAL STATEMENTS                                          Page #


            Independent Auditors Report                                  F-1


                  Balance Sheet                                          F-2


                  Statements of Operations                               F-3


            Statement of Stockholders' Equity                         F-4 - F-10


                  Cash Flow Statements                               F-11 - F-12


                  Notes to the Financial Statements                  F-13 - F-34


                                      i


<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, 2000, and the related statement of
operations, stockholders' equity, and cash flows for the two years ended June
30, 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, 2000 and the results of its
operations and its cash flows for each of the two years in the period ended June
30, 2000, and the period from the date of resumption of development stage
activities July 1, 1989) through June 30, 2000 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
                                                 August 31, 2000


                                       F-1


<PAGE>
<TABLE>
<CAPTION>

                                      J.A.B. INTERNATIONAL, INC.
                                    (A Development Stage Company)
                                             BALANCE SHEET
                                           As of June 30, 2000


                                                ASSETS
                                                ------

CURRENT ASSETS
--------------
          <S>                                                             <C>             <C>
          Cash                                                            $     15,245
                                                                          ------------

                    Total Current Assets                                        15,245    $     15,245


          Mineral Properties and Mining Equipment, Net                       3,841,255
                                                                          ------------

                                                                             3,841,255       3,841,255


                                TOTAL ASSETS                                              $  3,856,500
                                                                                          ============

          LIABILITIES AND STOCKHOLDERS' EQUITY
          ------------------------------------

CURENT LIABILITIES
------------------
          Accounts payable and accrued liabilities                        $  2,256,180
          Liability due to litigation                                        4,851,229
                                                                          ------------

                    Total current liabilities                                7,107,409    $  7,107,409



SHAREHOLDERS' EQUITY
--------------------
          Common stock - $.001 par value; authorized 10,000,000 shares;
          issued and outstanding, 6,419,455 shares                         55,795,175
           Accumulated  Deficit                                           (11,260,214)
           Accumulated  Deficit  during  the  Development   Stage         (47,785,870)
                                                                          ------------

                    Total shareholders' equity                             (3,250,909)      (3,250,909)
                                                                                          ------------


                    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                            $  3,856,500
                                                                                          ============


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


                                                  F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                   J.A.B. INTERNATIONAL, INC.
                                (A Development Stage Enterprise)
                                    STATEMENTS OF OPERATIONS
                           For the Years Ended June 30, 2000 and 1999
                              and for the Period From July 1, 1989
                 (Date of Resumption of Development Stage Enterprise Activities)
                                      Through June 30, 2000



                                                                                   Period from
                                                                                  July 1, 1989
                                                                                     Through
                                                       2000            1999       June 30, 2000
                                                   ------------    ------------    ------------
REVENUES

        <S>                                        <C>             <C>             <C>
        Sale of Joint Venture                      $       --      $       --      $  4,232,000
        Other Income - Logging                           32,635            --           193,780
        Interest                                          8,949          12,123         210,591
                                                   ------------    ------------    ------------

        TOTAL REVENUES                                   41,584          12,123       4,636,371
                                                   ------------    ------------    ------------

 EXPENSES

        General and Administrative                      660,231       2,616,536      20,987,899
        General Mining and Exploration                     --            81,621      13,622,893
        Impairment of Development Costs                    --              --         5,393,115
        Loss on Lease & Equipment Abandonments             --         1,194,306       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                  --         4,487,729       8,728,761
                                                   ------------    ------------    ------------

        TOTAL EXPENSES                                  660,231       8,380,192      52,675,652
                                                   ------------    ------------    ------------


        Loss Before Extra-ordinary Item                (618,647)     (8,368,069)    (48,039,281)
         Extra-ordinary Item, Net Gain from Debt
           Extinguishment, Net of Tax                      --              --           144,462
                                                   ------------    ------------    ------------


NET INCOME (LOSS)                                      (618,647)     (8,368,069)    (47,894,819)
                                                   ============    ============    ============

NET LOSS PER COMMON SHARE                                 (0.11)          (2.39)
                                                   ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            5,766,955       3,104,437
                                                   ============    ============

           (Note: weighted averages are adjusted for reverse stock split during 1999)


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


                                               F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                         J.A.B. INTERNATIONAL, INC.
                                       (A Development Stage Enterprise)
                                      STATEMENTS OF SHAREHOLDER'S EQUITY
                                  For the Years Ended June 30, 2000 and 1999
                                      and for the Period From July 1, 1989
                        (Date of Resumption of Development Stage Enterprise Activities)
                                             Through June 30, 2000


                                              COMMON STOCK
                                       -------------------------                  Accumulated
                                                                                    Deficit
                                           Number                                 During the
                                            of                     Accumulated    Development
                                           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


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

                                                     F-4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                             J.A.B. INTERNATIONAL, INC.
                                          (A Development Stage Enterprise)
                                         STATEMENTS OF SHAREHOLDER'S EQUITY
                                     For the Years Ended June 30, 2000 and 1999
                                         and for the Period From July 1, 1989
                           (Date of Resumption of Development Stage Enterprise Activities)
                                                Through June 30, 2000


                                                     COMMON STOCK
                                              --------------------------                  Accumulated
                                                                                            Deficit
                                                 Number                                    During the
                                                   of                      Accumulated     Development
                                                 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


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

                                                        F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          J.A.B. INTERNATIONAL, INC.
                                       (A Development Stage Enterprise)
                                      STATEMENTS OF SHAREHOLDER'S EQUITY
                                  For the Years Ended June 30, 2000 and 1999
                                     and for the Period From July 1, 1989
                        (Date of Resumption of Development Stage Enterprise Activities)
                                             Through June 30, 2000


                                               COMMON STOCK
                                       -------------------------                   Accumulated
                                           Number                                  During the
                                            of                      Accumulated    Development
                                          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


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


                                                     F-6

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                 J.A.B. INTERNATIONAL, INC.
                                              (A Development Stage Enterprise)
                                             STATEMENTS OF SHAREHOLDER'S EQUITY
                                         For the Years Ended June 30, 2000 and 1999
                                            and for the Period From July 1, 1989
                               (Date of Resumption of Development Stage Enterprise Activities)
                                                    Through June 30, 2000


                                                            COMMON STOCK
                                                     -------------------------                   Accumulated
                                                                                                   Deficit
                                                        Number                                   During the
                                                          of                      Accumulated    Development
                                                        Shares        Amount        Deficit         Stage          Total
                                                     -----------   -----------    -----------    -----------    -----------
<S>                                                     <C>        <C>           <C>             <C>             <C>
Balance, June 30, 1992                                   283,595    26,970,281    (11,260,214)    (6,505,695)     9,204,372


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


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

                                                            F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                          J.A.B. INTERNATIONAL, INC.
                                       (A Development Stage Enterprise)
                                      STATEMENTS OF SHAREHOLDER'S EQUITY
                                  For the Years Ended June 30, 2000 and 1999
                                     and for the Period From July 1, 1989
                        (Date of Resumption of Development Stage Enterprise Activities)
                                             Through June 30, 2000


                                               COMMON STOCK
                                        -------------------------                   Accumulated
                                                                                      Deficit
                                           Number                                    During the
                                             of                      Accumulated    Development
                                           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)
                                        -----------   -----------    -----------    -----------    -----------

                                            686,320    36,493,566    (11,260,214)   (14,460,686)    10,772,666
Balance as of June 30, 1995
                                            678,350     6,875,416           --             --        6,875,416
Sale of stock
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


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

                                                     F-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                         J.A.B. INTERNATIONAL, INC.
                                      (A Development Stage Enterprise)
                                     STATEMENTS OF SHAREHOLDER'S EQUITY
                                 For the Years Ended June 30, 2000 and 1999
                                     and for the Period From July 1, 1989
                        (Date of Resumption of Development Stage Enterprise Activities)
                                            Through June 30, 2000


                                              COMMON STOCK
                                      -------------------------                  Accumulated
                                                                                   Deficit
                                         Number                                   During the
                                           of                     Accumulated    Development
                                         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


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

                                                    F-9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                J.A.B. INTERNATIONAL, INC.
                                             (A Development Stage Enterprise)
                                            STATEMENTS OF SHAREHOLDER'S EQUITY
                                        For the Years Ended June 30, 2000 and 1999
                                           and for the Period From July 1, 1989
                              (Date of Resumption of Development Stage Enterprise Activities)
                                                   Through June 30, 2000


                                                        COMMON STOCK
                                                 --------------------------                   Accumulated
                                                                                                Deficit
                                                    Number                                    During the
                                                      of                       Accumulated    Development
                                                    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 persuant to merger               3,580,000          3,580           --             --            3,580
Stock issued for cash                                 57,017         57,017           --             --             --

Net Loss                                                --             --             --       (8,368,069)    (8,368,069)
                                                 -----------    -----------    -----------    -----------    -----------

Balance, June 30, 1999                             4,449,455     54,598,209    (11,260,214)   (47,167,223)    (3,829,228)

Stock issued for retirment 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     55,795,175    (11,260,214)   (47,785,870)    (3,250,909)
                                                 ===========    ===========    ===========    ===========    ===========


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

                                                           F-10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                             J.A.B. INTERNATIONAL, INC.
                                              STATEMENTS OF CASH FLOWS
                                     For the Years Ended June 30, 2000 and 1999
                                        and for the Period From July 1, 1989
                           (Date of Resumption of Development Stage Enterprise Activities)
                                                Through June 30, 2000


                                                                                                        Period From
                                                                                                       July 1, 1989
                                                                                                          Through
CASH FLOWS FROM OPERATING ACTIVITIES                                          2000           1999      June 30, 2000
------------------------------------                                      -----------    -----------    -----------
          <S>                                                               <C>          <C>           <C>
          Net  (loss)                                                        (618,647)    (8,368,069)   (47,785,870)

          Gain on debt restructuring                                                                       (144,462)
          Impairment of development costs                                                                 5,393,115
          Depreciation and amortization                                                                   1,686,693
          Loss on lease abandonments                                                       1,194,306      1,638,665
          Loss on littigation settlement                                                   4,587,729      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                                                      1,881,787      2,761,439
          Change in note receivable                                                                          47,462
          Change in inventory                                                                 39,735          2,290
          Change in prepaid expenses                                                                        501,736
          Change in deposits and other current assets                                            500       (115,961)
          Change in deposits                                                                                 (3,200)
          Change in accounts payable and accrued liabilities                  481,443        289,580      4,777,198
                                                                          -----------    -----------    -----------

                    Total adjustments                                         481,443      7,993,637     25,341,531
                                                                          -----------    -----------    -----------

          Net cash usded in operating activities                             (137,204)      (374,432)   (22,444,339)

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 activites               --             --       (5,039,388)
                                                                          -----------    -----------    -----------


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

                                                        F-11

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                              J.A.B. INTERNATIONAL, INC.
                                               STATEMENTS OF CASH FLOWS
                                      For the Years Ended June 30, 2000 and 1999
                                         and for the Period From July 1, 1989
                           (Date of Resumption of Development Stage Enterprise Activities)
                                                 Through June 30, 2000
                                                                                                             From
                                                                                                         July 1, 1989
                                                                                                           Through
CASH FLOWS FROM FINANCING ACTIVITIES                                         2000            1999        June 30, 2000
------------------------------------                                     ------------    ------------    ------------
          <S>                                                                 <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                                              57,017         927,060
          Payments of long-term debt                                                                       (2,093,979)
          Proceeds from convertible debenture                                                                 300,000
                                                                         ------------    ------------    ------------

          Net cash provided by (used in) financing activities                 152,449          57,017      27,495,124
                                                                         ------------    ------------    ------------

CASH RECONCILIATION
-------------------

          Net increase (decrease) in cash                                      15,245        (317,415)         11,397
          Cash at beginning of period                                            --           417,415           3,848
                                                                         ------------    ------------    ------------

CASH AT END OF PERIOD                                                          15,245         100,000          15,245
                                                                         ============    ============    ============



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest (net of amounts capitalized)      $       --      $       --
                                                                         ============    ============


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

                                                         F-12
</TABLE>
<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 $59,146,084 from inception to June
30, 2000. The Company has not realized economic production from its mineral
properties as of June 30, 2000. 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.

                                      F-13

<PAGE>


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
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

                                      F-14

<PAGE>


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.

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.

                                      F-15

<PAGE>


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.

Inventory
---------

Gold inventory is stated at net realizable value.

                                      F-16

<PAGE>


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 proforma 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 for the fiscal year ended June 30, 1998.

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.

New Accounting Pronouncements
-----------------------------

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130 (SFAS 130), Reporting Comprehensive Income. This statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS 130 will
be adopted by the Company for the year ended December 31, 1998. Prior period

                                      F-17

<PAGE>


financial statements provided for comparative purposes will be reclassified, as
required. Upon adoption, the Company does not expect SFAS 130 to have a material
effect upon the Company's financial condition or results of operations.

In June 1997, the FASB issued Statements of Financial Accounting Standards No.
131 (SFAS 131), Disclosures about Segments of an Enterprise and Related
Information. The statement requires the Company to report income/loss, revenue,
expense and assets by business segment including information regarding the
revenues derived from specific products and services and about the countries in
which the Company is operating. The Statement also requires that the Company
report descriptive information about the way that operating segments were
determined, the products and services provided by the operating segments,
differences between the measurements used in reporting segment information and
those used in the Company's general-purpose financial statements, and changes in
the measurement of segment amounts from period to period. SFAS 131 has been
adopted by the Company for the year ended December 31, 1998. This statement has
no effect on financial statements traditionally presented by the Company, but
increases required disclosures.


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
reposessed, 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-18

<PAGE>
<TABLE>
<CAPTION>


NOTE  5  -  MINERAL PROPERTIES AND MINING EQUIPMENT
            ---------------------------------------

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


                                                   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
                                    ===========    ===========       ===========    ===========

(*) 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 which 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:

                                      F-19
</TABLE>

<PAGE>


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

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

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.

                                      F-20

<PAGE>


NOTE  7  -  INCOME TAXES
            -------------

At June 30, 2000, the Company had available net operating loss carryforwards for
financial statement and federal income tax purposes. These loss carryforwards
expire between 2001 and 2020.

The Company has reported income tax losses of approximately $58,500,000 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 2000, the following major equity transaction 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

                                      F-21

<PAGE>


included VOCAR S.A.R.L., a company which holds permits to a mining concession
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.

During fiscal 1998, the following major equity transactions occurred:

The Company effected a 10 for 1 reverse stock split. To effect the split, the
Company's authorized, issued, and outstanding no par stock was reduced from
53,705,482 to 5,504,179.

At year end, the Company shareholders' equity had increased 2,673,600 and is
carried as subscribed common stock.

The Company sold 1,867,131 shares of Common Stock for $2,224,599. These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

The Company issued 500,000 shares of Common Stock with a value of $3,250,001.
The shares were registered with the Securities and Exchange Commission on Form
S-8.

The following shares were sold under Regulation D and Section 4(2) of the
Securities Act of 1933. Investors who acquires such shares were required to be
accredited investors. The Company has agreed to register the shares pursuant to
a registration statement to be filed with the Securities and Exchange
Commission. The Company sold 600,000 restricted shares of Common Stock at $.125
per share wherein the Company received net proceeds of $75,000; 1,822,221
restricted shares of Common Stock at $.15 per share wherein the Company received
net proceeds of $290,000; 4,300,000 restricted shares of Common Stock at $.07
per share wherein the Company received net proceeds of $301,000; 6,600,000
restricted shares of Common Stock at $.10 per share wherein the Company received
net proceeds of $660,000; 670,000 restricted shares of Common Stock at $.50 per
share wherein the Company received net proceeds of $335,000; 1,750,00 restricted
shares of Common Stock at $.184 per share wherein the Company received net
proceeds of $322,000; 60,000 restricted shares of Common Stock at $.50 per share
wherein the Company received net proceeds of $30,000; 1,150,000 restricted
shares of Common Stock at $.184 per share wherein the Company received net
proceeds of $211,600. The Company sold 5,000,001 shares of Common Stock under
Regulation S at $.65 per share wherein the Company received net proceeds of
$3,250,000.

During fiscal 1997, the following major equity transactions occurred:

                                      F-22

<PAGE>


The Company sold 286,756 shares of Common Stock for $1,016,250. These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

The Company issued 2,000 shares of Common Stock with a value of $5,200 in
connection with its acquisition of the New California Placer Mine.

The Company issued 16,500 shares of Common Stock with a value of $41,250. The
shares were registered with the Securities and Exchange Commission on Form S-8.

Shareholders' equity increased by $1,200,000 as shares issued in the prior year
were used to settle the Zuri Invest litigation. See 100,000 shares below issued
in 1996.

The Company sold 360,001 restricted shares of Common Stock at $.0625 per share
wherein the Company received net proceeds of $225,000; 660,000 restricted shares
of Common Stock at $.07 per share wherein the Company received net proceeds of
$460,600; 175,455 restricted shares of Common Stock at $.11 per share wherein
the Company received net proceeds of $193,000; 140,000 restricted shares of
Common Stock at $.125 per share wherein the Company received net proceeds of
$175,000. All shares were sold under Regulation D and Section 4(2) of the
Securities Act of 1933. Investors who acquired such shares were required to be
accredited investors. The Company has agreed to register the shares pursuant to
a registration statement to be filed with the Securities and Exchange
Commission.

During fiscal 1996, the following major equity transactions occurred:

The Company sold 678,350 shares of Common Stock for $6,875,416. These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

The Company issued 110,000 shares as partial settlement of the Zuri Invest
litigation. These shares were held in trust by the adverse party. The stock was
forfeited and was valued at fair market value on the forfeit date, i.e. the
trading price.

The Company issued 21,667 shares as partial settlement of the Royal Bank of
Scotland litigation.

During fiscal 1995, the following major equity transactions occurred:

The Company sold 256,667 shares of Common Stock for $3,696,457. These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

                                      F-23

<PAGE>


During fiscal 1994, the following major equity transactions occurred:

The Company issued 21,510 shares of Common Stock in exchange for certain legal,
engineering, consulting, and employment services rendered to the Company
totaling $938,159.(*)

The Company issued shares of the Company's Common Stock pursuant to a service
agreement with James Anderson totaling $421,875.

The Board of Directors of the Company approved a 15-for-1 reserve stock split
effective November 29, 1993.

During fiscal 1993, the following major equity transactions occurred:

The Company issued 53,940 shares of Common Stock in connection with its
acquisition of Trans-Russian. Total reduction in equity in relation to the
acquisition was $84,176.(*)

In connection with its mining properties, the Company issued 3,729 shares of
Common Stock for accrued lease payments of $107,710, prepayment of certain lease
expenses of $113,153, and acquisition of mining equipment of $34,375.(*)

The Company issued 10,514 shares of Common Stock with a value of $713,494 in
satisfaction of outstanding debt obligations amounting to $558,592.(*)

The Company issued 10,026 shares of Common Stock with a value of $500,285 in
satisfaction of the Company's obligation to CSGM of $574,750.(*)

The Company issued 18,319 shares of Common Stock in exchange for certain legal,
engineering, consulting, and employment services rendered to the Company
totaling $1,616,659.(*)

The Company sold 1,066 shares of stock at $7.50 per share, totaling $80,000.

The Company issued 3,334 shares of Common Stock pursuant to the exercise of
options in settlement of debt to CSGM of $250,000.(*)

During fiscal 1992, the following major equity transactions occurred:

The Company issued 15,534 shares of Common Stock in connection with its
acquisition of Sierra Gold and the related options on mineral properties for
$74,807.(*)

The Company issued 1,031 shares of Common Stock in connection with its
acquisition of the Kate-hardy Mine for $88,667 and prepayment of certain lease
expenses of $66,000.(*)

In connection with its lease on the Ruby Mine, the Company issued 2,480 shares
of Common Stock for: accrued lease payments of $72,502, prepayment of lease
obligation of $63,287, and modification and extension to lease term of
$154,836.(*)

                                      F-24

<PAGE>


In connection with its lease on the Rising Sun Mine, the Company issued 533
shares of Common Stock for accrued lease payments of $22,002, prepayment of
lease obligation of $18,687, and modification and extension to lease term of
$4,111.(*)

The Company issued 2,444 shares of Common Stock in satisfaction of outstanding
debt obligations amounting to $336,617.(*)

The Company issued 88000 shares of Common Stock with a value of $748,750 to CSGM
in satisfaction of the Company's obligation to CSGM of $900,000.(*)

The Company issued 11,791 shares of Common Stock in exchange for certain legal,
engineering, and employment services rendered to the Company totaling
$1,286,852.(*)

In May 1992, the Company entered into a three-year consulting contract with Mr.
Anderson in exchange for issuing 6,667 shares of Common Stock with a value of
$531,250.(*)

Ms. Anderson paid expenses on behalf of the Company amounting to $105,055. This
amount and the proceeds received from the extension of warrants of $207,750
totaling $312,805 is accounted for as a contribution of capital.

The Company made several private placements of a total of 14,210 shares of its
Common Stock at prices ranging from $.90 to $1.50 per share totaling $2,298,451,
net of offering costs of $177,974.

During fiscal 1991, the following major equity transactions occurred:

On June 29, 1990, the Company sold 13,173 units for $987,955. Each unit
consisted of one share of Common Stock and a warrant to purchase one share of
Common Stock. The Company's previous chairman, Mr. Benarroch, is the president
of the underwriter, Euro Canadian, in this transaction, which received a
commission of $98,796. The underwriter also received warrants to purchase 3,334
shares of the Company's Common Stock at $.50 through July 1992. In July 1990,
the Company sold an additional 14,161 units. The Company received $910,840 after
offering expenses. Warrants covering 25,333 shares are exercisable at $.70
through June 1992, and warrants covering 2,000 shares are exercisable at $.90
through June 1992.

On June 26, 1990, the Company's Board of Directors approved the issuance of
7,376 units to ISGM and CSGM in satisfaction of the Company's debt of $553,242
to these entities. Each unit consists of one share of the Company's Common Stock

                                      F-25

<PAGE>


and one warrant to purchase one share of stock at $.50 per share, exercisable
through July 1992. As of December 31, 1990, these units had not been delivered
due to administrative delays. As an inducement to the approval of the consulting
agreement described below, CSGM and ISGM agreed to cancel the units approved by
the Board of Directors on June 26, 1990.

On January 23, 1991, the Company entered into an agreement with CSGM and ISGM
whereby CSGM and ISGM are obligated to render consulting services to the Company
to assist the Company in the acquisition of mining properties, identification of
and negotiation with the Company's creditors, and other day-to-day business and
administrative tasks. In exchange for rendering consulting services, the Company
agreed to issue 12,000 shares of its Common Stock to CSGM. As the market value
of the shares issued was approximately equal to that of the units canceled, the
issuance of the shares has been treated as a replacement of the units for
accounting purposes.(*)

In January 1991, an additional 4,927 shares of Common Stock were issued to third
parties. These shares, valued at fair market value of $630,568, were issued for
legal and consulting services rendered and the repayment of a note payable
issued for services of $114,560.(*)

The Company agreed to issue 2,000 shares of Common Stock valued at fair market
value of $581,250 to an engineering firm for past and future services.(*)

The Company entered into a litigation settlement with Mr. Benarroch, whereby
6,667 shares of the Company's outstanding Common Stock were returned to the
Company and, simultaneously, the Company issued back to Mr. Benarroch 10,000
shares, valued at fair market value of $1.75 per share. The settlement resulted
in a net issuance of 3,333 shares of Common Stock valued at $875,000.(*)

During fiscal 1990, the Company initiated a private placement of its Common
Stock. In April 1990, the Company sold 15,000 shares for $450,000.

In March 1990, Ms. Anderson sold 6,667 shares of her Common Stock to Sungold
Mining Corp. (Sungold) for $10,000 as an inducement for an affiliate of Sungold
to lend the Company $140,000.(*)

In March and May 1990, the Company issued 23,500 shares of Common Stock in
exchange for legal services valued at $72,500.(*)

(*) For each issuance involving noncash consideration, the Company recorded the
fair market value of the shares issued as the consideration received.

                                      F-26

<PAGE>


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 judgements
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.

                                      F-27

<PAGE>


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

The Company holds no leases for office space. 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.

The Company contracted with an outside consultant to develop a cost estimate for
future reclamation costs on the Gardner's Point Mine. This estimate was
developed pursuant to SMARA guidelines and required for submission to the lead
agency and the Department of Conservation as the Company develops a plan for
future mining at this site. Future reclamation costs are estimated to be
$380,000. Additional bonding for reclamation will be required subsequent to
final approval estimated to be completed in May of 1998. As of this balance
sheet date, a contingent liability for the amount of the new estimate which
exceeds the liability accrued in prior years was not included in the Company's
financial statements. Consistent with the Company's policy, as discussed in Note
1, reclamation costs are accrued over the life of the mine using the
units-of-production method. Once the mine enters the production stage, should
the end of the mine's production life become imminent, the entire estimated
liability would be expensed.

On April 1, 1997, the Company sold certain pieces of equipment with a net book
value of $73,191 for $60,000 pursuant to a sale-leaseback agreement. The
agreement required a single $90,000 payment on July 31, 1997 to reacquire title
to the equipment. The Company did not make the $90,000 payment and defaulted on
the agreement. Subsequent to the default, the Company made a $10,000 payment to
continue to use the equipment. No additional agreements or modifications to the
original agreement have been made. Due to the Company's default, the assets are
not included on the books of the Company.

                                      F-28

<PAGE>


NOTE  11  -  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

                                      F-29

<PAGE>


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.

                                      F-30

<PAGE>


          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).

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

                                      F-31

<PAGE>


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.
-------------

          In fiscal 1996 and 1997, the Company was requested pursuant to a
non-public informal inquiry by the staff of the Securities and Exchange
Commission ("Commission"), to provide information to the Commission regarding
the Company's financing activities in reliance upon Regulation S under the
Securities Act. The Commission advised the Company that the inquiry should not
be construed as an indication by the Commission or its staff that any violations
of law have occurred, nor should it be considered a reflection upon any person.
No charges were filed as a result of the inquiry.

          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-32

<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

3. Rising Sun - Judgment for $250,000

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.

                                      F-33

<PAGE>


The company plans to appeal all above-mentioned  suits through the law office of
Pillsbury, Madison & Sutro, LLP.


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.

On November 16, 1998, Brush Creek Mining and Development Inc. received the
resignation of its chief executive officer (C.E.O.), James Chapin. Brush Creek
has accepted the proposal submitted by Mr. Larry Stockett, President of U.S.
Cement Company and the Board appointed him as the new President and C.E.O. Mr.
Stockett had accepted these positions without compensation until the company
reaches its first quarterly after tax profit. Upon resolution of Brush Creek's
current legal and financial problems, Mr. Stockett had agreed to transfer his
51% ownership in U.S. Cement Company to Brush Creek. In return, Mr. Stockett
would receive restricted shares of stock of Brush Creek at a price of $5 per
share for the audited book value of U.S. Cement. In addition, Mr. Stockett would
receive one million shares of Brush Creek restricted stock if the BCMDE shares
achieve a $5 per share closing price for 10 consecutive days. The above
transfers of shares in either company did not take place.

The above changes in management and additional changes in employees have led to
certain complication that were created with the transfers of the Company's
records. There remains a contingency that all transactions and liabilities may
have not been recorded.

                                      F-34


<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      42       Chairman, Chief Executive Officer

          Samuel P. Martin         53       Secretary and Director

          Stephen H. Durland       42       Chief Financial Officer and Director

          Peter Howe               66       Director


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

          Jefferson A. Bootes - Chairman, Chief Executive Officer, and a
Director. Mr. Bootes was appointed as President and Secretary of the Company
effective March 1, 1999. In 1992, Mr. Bootes founded J.A.B. International
Trading Co., the Florida Corporation that was merged into the Company in April
1999.

Non-Employee Directors
----------------------

          Stephen H. Durland - Chief Financial Officer and Director. Mr. Durland
is a certified public accountant.

          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

                                       24

<PAGE>
<TABLE>
<CAPTION>


consulting practice concentrating 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:


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,                1999          -0-           -0-
         CEO and President                   and
                                             2000
         James  S.  Chapin,                  1998        $110,000     $50,000(2)
         Chief  Executive  Officer,
         Chief Financial Officer,
         Chairman of the Board and Director




          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:

          Name                        Number       % of Total
                                     of shares      Options
                                     of Common     Granted to
                                      Stock         Employees    Exercise Price per     Expiration
                                      -----         in Fiscal         Share                Date
                                                      year            -----                ----
                                                      ----
          <S>                          <C>             <C>             <C>                <C>
          Jefferson A. Bootes, CEO

                                       -0-             -0-


                                                25
</TABLE>
<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, 2000, 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 April 3, 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            2,960,582              0            100%
1013 Fairway Drive
Winter Park, FL  32792

All Officer and Directors     12,100,000              0            100%
as a Group                    ==========              =            ====


(1) Includes share held by spouse.

Item 12.  Certain Relationships and Related Transactions.

Change in Management
--------------------

          On November 16, 1998, the Company received the resignation of its
chief executive officer (C.E.O.), James Chapin. The Company accepted a proposal
submitted by Mr. Larry Stockett, President of U.S. Cement Company and the Board
appointed him as the new President and C.E.O. Mr. Stockett agreed to accept
these positions without payment of compensation until the Company reaches its
first quarterly after tax profit. Upon affecting a resolution of the Company's
current legal and financial problems, Mr. Stockett agreed to transfer his 51%
ownership in U.S. Cement Company to the Company. In return, the Company agreed
to issue Mr. Stockett restricted share of stock of the Company at a price of $5
per share for the audited book value of U.S. Cement. In addition, the Company
agreed to issue to Mr. Stockett one million shares of the Company`s restricted
stock if the Common Stock achieve a $5 per share closing price for 10
consecutive days. Mr. Stockett resigned on March 1, 1999.

                                       26

<PAGE>


Change in Control
-----------------

          On March 1, 1999, the Company issued to Jefferson A. Bootes a total of
3,730,861 shares of the Company's Common Stock. Mr. Bootes also was appointed
President and Secretary of the Company on that date.

Merger
------

          Effective on April 14, 1999, J.A.B. International Trading Co., a
Florida corporation ("JAB"), merged with the Company (the "Merger"), with the
Company as the corporation surviving the Merger. As part of the Merger, the
Company's name was changed to J.A.B. International, Inc. Pursuant to the Merger,
each share of common stock of JAB outstanding immediately prior to the Merger
was converted into the right to receive one (1) newly issued share of Common
Stock of the Company. Jefferson A. Bootes owned 2,739,750 shares of common stock
in JAB that were converted into 2,739,750 additional shares of Common Stock in
the Company pursuant to the Merger. Mr. Bootes now directly controls the
Company.

          Except as described above, 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)       Reports on Form 8-K. No reports on Form 8-K were filed by
                    the Company for the fiscal year ended June 30, 2000.


                                       27

<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 4, 2001
   --------------------------
          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 4, 2001
   --------------------------
          Jefferson A. Bootes
          President and Director/Chairman
          (Principal Executive Officer)


By:  /s/  Stephen H. Durland                               Date:  April 4, 2001
   --------------------------
          Stephen H. Durland, CPA
          Chief Financial Officer and Director
          (Principal Financial Officer)


By:  /s/  Peter Howe                                       Date:  April 4, 2000
   --------------------------
          Peter Howe
          Director


By:  /s/  Samual P. Martin                                 Date:  April 4, 2000
   --------------------------
          Samuel P. Martin
          Director


                                       28