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 December 31, 2001

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

Commission file number 0-12761

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

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


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

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


<PAGE>


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

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

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

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

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

State  Issuer's  revenues for its most recent fiscal year:  roughly  $3,351 from
interest off bonds.

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 December 31, 2001,  the aggregate
market  value  of  the  Common  Stock  held  by  non-affiliates  of  the  Issuer
(10,711,893)  common  shares  was  approximately   $321,356,   The  most  recent
transaction  prior to December 31, 2001,  had a purchase  price in the amount of
$.03 per share  which is the amount the  Registrant  used for  purposes  of this
disclosure.

The number of shares  outstanding  of the Common Stock ($.0001 par value) of the
Issuer as of the close of business on December 31, 2001 was 23,908,365

Documents Incorporated by Reference: None

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



<PAGE>



                                     Part I

Item 1.   Description of Business.

Background
----------

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

     The Company currently owns 6 former producing gold mines in the most famous
high-grade  gold  district  in  California.  The  Company's  land is assessed at
$9,000,000  with a  $1,000,000  mill  plant on site and a  $48,202,000  tax loss
carry-forward.  The Company  currently has over 5,316 acres of patented 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. 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.


     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
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.



<PAGE>


     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 2002.

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

2.   C.A.R.,  The Company plans to do several  inspection trips in the spring of
     2002 to establish the best  location of its base camp and plant  locations.
     Once the locations are established and financing in place JAB will ship the
     need equipment and supplies by ship to Douala,  Cameroon and then on to CAR
     by truck.

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



<PAGE>



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

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

     The company is in negotiations  with the owners of the 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
-------

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

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

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

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

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

a. JAB transferred to J.A.B.  Central Africa,  Inc. all of the assets comprising
its mining operations in Central Africa, including all permits related thereto.

b. JAB  transferred  to J.A.B.  Honduras Inc. all of its assets  comprising  the
"Esperanza  Gold Project" a 49,000 acre placer gold mine located in Southeastern
Honduras.

c. JAB assigned to J.A.B.  Mexico,  Inc. its rights to acquire  certain  mineral
properties  located  in  Zacataccus,  Mexico.  The  Company  plans  to file  for
re-listing on the Over the Counter Bulletin Board trading system.

     On October 24, 2001 the Company  entered  into an  agreement  to secure the
option  rights to 10  coal-mining  properties  located in and around the town of
Sabinas, Mexico.

     In December 2001 the Company  entered into  negotiations  with two investor
groups in respect to funding the Company's mining projects.  Though at this time
no written  funding  documents  have been signed the Company's  legal counsel is
preparing such documents and written agreements are expected to be signed in the
near future.

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

Northern California Properties
------------------------------

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



<PAGE>


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

Exploration
-----------

     Starting  in  mid-2002,  and subject to the  Company's  being able to raise
necessary  working  capital,  the  Company  intends  to enlist the  services  of
SNC-Lavalin  Engineering and A.C.A. Howe Inter. 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  geological  exploration.  This will include a study of the
previous records, sampling of the ore deposits, and test mining selected areas.

CAR Properties
--------------

     The Company's  diamond project in the Central Africa Republic ("CAR") is an
alluvial  mining  operation  with an  exploration  plan to locate the Kimberlite
source.  The following mining plan will outline the 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 2001. 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.

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

     JAB has spent years  studying  the CAR  properties  and its  potential as a
viable  mining  venture.  The data gathered so far has shown that the VOCAR area
will produce an estimated  0.20 carats of diamonds per cubic meter and 0.2 grams
of gold as well; however, no assurance thereof can be given.

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

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


<PAGE>


     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 December  31,  2001,  the Company had one  full-time  employee.  When
operating  funds are obtained,  employees will be hired to operate the Company's
Central African Republic,  Northern  California and Honduras  properties and the
Company's corporate offices in the United States.


<PAGE>



Major Customers
---------------

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

Costs and Effects of Compliance with Environmental Laws
-------------------------------------------------------

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

Item 2.   Description of Property.

Office Space
------------

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

Mining Properties
-----------------

     The Company is currently in default on property  taxes to Sierra  County in
the sum of over $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 is  currently  seeking  relief from these tax's  through the
bankruptcy  court based on potential  fraud by the Sierra County Tax Collector's
office due to their inflation of the property tax's which the company  maintains
violates California tax laws.

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

Brush Creek Mine.
-----------------

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


<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.  As of September 2001
the company  forfeited the un-patented  mining claims because the company failed
to pay the yearly fee to the BLM.

     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.

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.

     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.

Carson Mine.
-----------

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

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

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


<PAGE>



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


High Commission Mine.
--------------------

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

     The  High  Commission  Mine  is an  underground  mine  and  consists  of 22
un-patented lode claims comprising 440 acres and five un-patented  placer claims
comprising 500 acres.

     The 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.


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.


<PAGE>


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 0.20  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.

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

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


<PAGE>



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
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.


<PAGE>



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

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

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

The Volcanic Matter.
-------------------

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

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


<PAGE>



plaintiffs  purchased  shares of common  stock in a private  offering and allege
that the  defendants  fraudulently  misrepresented  the financial  condition and
business  prospects of the Company.  The defendants also allege that the Company
did not  register  the  common  stock  purchased  as it agreed to as part of the
private placements.  Certain plaintiffs also allege that they were obstructed in
their efforts to sell certain of their shares of common  stock.  With respect to
the defamation  allegations,  the plaintiffs  allege that the former chairman of
the Company posted publicly on the Internet defamatory  statements regarding the
plaintiffs and that the Company has never withdrawn or recanted such statements.
Plaintiffs have obtained a judgment against the company.  The company negotiated
a settlement  of this suit for $200,000  plus  125,000  shares of the  company's
common stock.

Other Matters.
-------------

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

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

2. Kate Hardy / Omega - Judgment  for  $401,606.46  on 8/3/99,  The  Company has
agreed to settle this  judgment for  $100,000 in cash and 100,000  shares of the
Company's common stock.

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

4. Jean  Gasperoni - Judgment  for $105,000  entered on 6/10/00,  filed suit for
commission on funding that the company did not receive. The company is currently
seeking to have this judgment removed.

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

7. Western  Capital  Group for  $300,000,  Financial  Public  Relations  firm in
Aurora, Co. had a consulting agreement with Brush Creek from May 1, 1998 through
October 1, 1998.  Award by Arbitrator on Dec. 30, 1998 of $209,211.00 Plus costs
and  interest.  This debt was  converted  to a judgment  on 7/10/00 in  District
Court, Denver, Colorado. The company has agreed to settle this debt for $150,000
to be paid in three installments of $50,000 starting on July 1, 2002

Bankruptcy

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

     On June 7, 2001,  Gables  Company,  Inc. a wholly owned  subsidiary  of the
Company filed for Chapter 11 bankruptcy protection in Palm Beach County, Florida
in order to protect the assets of the  Company  from being sold in a tax sale in
Sierra County, CA.

     On November 12, 2001 the  bankruptcy  court  converted  the  bankruptcy  to
Chapter 7 because  of the  Company's  inability  to file a proper  plan with the
court.


<PAGE>



     On April 7, 2002 the bankruptcy  trustee  reported that there was no assets
in  Gables  Company  to sell  and  asked to be  discharged  as  trustee  for the
bankruptcy.

     The Company is currently  in the final  stages of securing  funding for the
projects and will be asking the court to convert the bankruptcy  back to Chapter
11.

     On May 8,  2002  the  Company  discovered  that  Sierra  County  had  never
transferred the assets into Gables Company even though the Company submitted the
transfer  documentation to the tax collectors office in June of 2001. The reason
is because the Company had not paid a tax on the transfer of assets. The Company
only recently discovered that a tax was due and payable to Sierra County for the
transfer. The Company is currently making arrangements to pay this fee.

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 ($)             Low ($)
          ------------                     --------             -------
          1st Quarter 2001                    .04                 .03
          2nd Quarter 2001                    .03                 .01
          3rd Quarter 2001                    .02                 .01
          4th Quarter 2001                    .005                .003
          1st Quarter 2002                    .04                 .001


     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
December 30, 2001, the Company raised $50,000 from private investors. Consistent
with prior years, the Company derived no material revenues from operations.  The
Company's  accumulated deficit at December 31, 2001 was $(56,349,770),  compared
to accumulated deficit at December 31, 2000 of $(59,240,294). As of December 31,
2001, the Company had negative working capital of  $(4,449,861).  As of December
31, 2000, the Company had negative working capital of $(7,338,385). The decrease
in working capital is largely attributable to an increase in current liabilities
due to litigation.  Office furniture and equipment has decreased due to property
abandonment.  Mineral  properties and mining equipment,  net of depreciation was
$3,836,249 as of December 31, 2001 and  $3,836,249 as of December 31, 2000.  The
decrease in Mining  properties and mining  equipment is mainly  attributable  to
defaults on leases and property abandonment.

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

<PAGE>


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

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

          Results Of Operations

     The Company had total  revenues of $3,351 for the year ended  December  31,
2001 as compared to total  revenues of $39,744 for the year ended  December  31,
2000.  Revenues were  primarily  derived from interest  income of $3,351 for the
fiscal year ended  December 31, 2001,  as compared to interest  income of $6,934
for the fiscal  year ended  December  31,  2000.  The  Company  had no  material
revenues  from  mining  operations,  which is  consistent  with  the year  ended
December 31, 2000 and December 31, 2001.

     The  Company  had a net  profit of  $2,890,524  for the  fiscal  year ended
December 31, 2001, as compared to a net loss of  $(238,049)  for the fiscal year
ended  December  31,  2000.  The  increase  in the  size  of the net  profit  of
approximately  $3,128,573 is largely attributable to the forgiveness of debt due
to litigation settlements and 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 increased from $277,793
for the fiscal year ended  December  31,  2000 to  $336,707  for the fiscal year
ended December 31, 2001. General mining and mineral exploration  expenses stayed
the same at $0 for the fiscal year ended December 31, 2000 and $0 for the fiscal
year ended  December  31,  2001.  There were no losses due to lease and property
abandonment and also loss due to litigation.  The decrease in general mining and
exploration costs, and the decrease in general and  administrative  expenses are
primarily due to the cessation of the Company's operations.



<PAGE>


Item 7.  Financial Statements.




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

                          (a development stage company)

                              FINANCIAL STATEMENTS







                        AS OF December 31, 2001 AND 2000








<PAGE>



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

                     Financial Statements Table of Contents





FINANCIAL STATEMENTS                                   Page #


Independent Auditor's Report                             F-1


Balance Sheets                                           F-2


Statements of Operations                                 F-3


Statement of Stockholders' Equity                        F-4


Statements of Cash Flows                                 F-5


Notes to the Financial Statements                        F-7

















<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 DECEMBER 31, 2001 and 2000, and the related
statement of operations,  stockholders' equity, and cash flows for the two years
ended  December  31,  2001  and  2000.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of J.A.B.  International,  Inc. (a
development stage enterprise),  as of December 31, 2001 and 2000 and the results
of its  operations  and its cash  flows for each of the two years in the  period
ended  December 31, 2001 and 2000, and the period from the date of resumption of
development  stage  activities  July  1,  1989)  through  December  30,  2001 in
conformity with generally accepted accounting principles.


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


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

F-1

<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                         ( A Development Stage Company)
                                  BALANCE SHEET
                        As of December 31, 2001 and 2000





                                ASSETS
                                                              December 31,          December 31,
                                                                  2001                  2000
                                                            ----------------     ------------------
<S>                                                          <C>                <C>
CURRENT ASSETS

    Cash                                                     $         3,037    $            1,039
                                                            ----------------    ------------------
          Total Current Assets                                         3,037                 1,039

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

    TOTAL ASSETS                                             $     3,839,286    $        3,837,288
                                                            ================    ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURENT LIABILITIES

    Accounts payable                                         $       744,683    $        2,488,195
    Accrued legal & accounting                                       676,733
    Accrued compensation                                             800,000
    Note payable                                                      78,500
    Liability - default judgements and settlements                 2,179,482             4,851,229
                                                            ----------------    ------------------

          Total current liabilities                                4,479,398             7,339,424

SHAREHOLDERS' EQUITY

    Common stock - $.001 par value;
       authorized 100,000,000 shares;
       issued and outstanding,  24,358,365 shares                 55,738,158            55,738,158
    Accumulated Deficit                                          (11,260,214)          (11,260,214)
    Accumulated Deficit during the Development Stage             (45,118,056)          (47,980,080)
                                                            ----------------    ------------------
          Total shareholders' equity                                (640,112)           (3,502,136)


TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                   $     3,839,286    $        3,837,288
                                                            ================    ==================
</TABLE>


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


F-2


<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
             For the twelve months ended December 31, 2001 and 2000
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)
                            Through December 31, 2001


                                                                                               Period from
                                                                                              July 1, 1989
                                                                                                 Through
                                                                                              December 31,
                                                               2001             2000              2001
                                                          --------------- ----------------- -----------------
<S>  <C>                                                  <C>             <C>                 <C>
REVENUES
     Sale of Joint Venture                                $             - $               -   $     4,232,000
     Other Income - logging                                             -            32,810           193,956
     Interest                                                       3,351             6,934           225,764
                                                          --------------- ----------------- -----------------

     TOTAL REVENUES                                                 3,351            39,744         4,651,720
                                                          --------------- ----------------- -----------------

 EXPENSES
     General and Administrative                                   340,207           277,793        21,592,485
     General Mining and Exploration                                     -                 -        13,622,893
     Impairment of Development Costs                                    -                 -         5,393,115
     Loss on Lease & Equipment Abandonments                             -                 -         1,586,623
     Depreciation and Amortization                                      -                 -         1,686,693
     (Gain) Loss on Sale of Mining Equipment                            -                 -           171,174
     Interest Expense                                                   -                 -           498,494
     Loss from Litigation & Settlement                                  -                 -         8,628,761
                                                          --------------- ----------------- -----------------

     TOTAL EXPENSES                                               340,207           277,793        53,180,238
                                                          --------------- ----------------- -----------------

     Other expense - interest                                       1,650                               1,650

     Loss Before Extra-ordinary Item                             (338,506)         (238,049)      (48,530,168)
      Extra-ordinary Item, Net Gain from Debt
        Extinguishment, Net of Tax                              3,200,530                 -         3,412,112
                                                          --------------- ----------------- -----------------

NET INCOME (LOSS)                                               2,862,024          (238,049)      (45,118,056)
                                                          =============== ================= =================

NET INCOME (LOSS) PER COMMON SHARE                                   0.12             (0.02)
                                                          =============== =================

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                                    24,385,365        13,348,365
                                                          =============== =================
</TABLE>

(Note: weighted averages are adjusted for 3 for 1 split during 2001)



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


F-3


<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                                December 31, 2001






                                                 COMMON STOCK
                                          --------------------------                Accumulated
                                                                                       Deficit
                                           Number                                     During the
                                             of                       Accumulated    Development
                                           Shares        Amount         Deficit         Stage          Total
                                          ------------ ------------- -------------- ------------- ----------------
<S>                                         <C>           <C>           <C>           <C>           <C>
Balance, December 31, 1999                   4,915,246    54,642,641    (11,260,214)  (47,742,031)     (4,359,604)

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

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

Stock issued for services                    1,700,000        51,000                                       51,000

Stock split, 3 shares or 1 share            16,238,910

Net Loss                                                                                 (238,049)        (238,049)
                                          ------------ ------------- -------------- ------------- ----------------

Balance, December 31, 2000                  24,358,365    55,738,158    (11,260,214)  (47,980,080)      (3,502,136)

Net Loss                                                                                2,862,024        2,862,024
                                          ------------ ------------- -------------- ------------- ----------------

Balance, December 31, 2001                  24,358,365   $55,738,158   $(11,260,214) $(45,118,056) $      (640,112)
                                          ============ ============= ============== ============= ================
</TABLE>





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



F-4





<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
             For the twelve months ended December 31, 2001 and 2000
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)
                            Through December 31, 2001






                                                                                           Period From
                                                                                           July 1, 1989
                                                                                             Through
                                                                                           December 31,
CASH FLOWS FROM OPERATING ACTIVITIES                          2001           2000              2001
                                                           -------------- -------------- ----------------
<S>                                                          <C>           <C>             <C>
   Net  (loss)                                                  2,862,024       (238,049)     (45,118,056)

   Gain on debt restructuring                                  (3,200,530)                     (3,056,068)
   Impairment of development costs                                                              5,393,115
   Depreciation and amortization                                                                1,686,693
   Loss on lease abandonments                                                                   1,638,665
   Loss on littigation settlement                                                               8,598,761
   (Gain) loss on sale of mining equipment                                                         49,164
   Other                                                                                           43,576
   Shareholder payment of services                                                                105,055
   Stock and debt for services                                                                  2,812,439
   Change in note receivable                                                                       47,462
   Change in inventory                                                                              2,290
   Change in prepaid expenses                                                                     501,736
   Change in deposits and other current assets                                                   (115,961)
   Change in deposits                                                             20,251           22,057
   Change in accounts payable and accrued liabilities             340,504        220,142        4,965,842
                                                           -------------- -------------- ----------------

                 Total adjustments                             (2,860,026)       240,393       22,694,826
                                                           -------------- -------------- ----------------

   Net cash usded in operating activities                           1,998          2,344      (22,423,230)

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)
                                                           -------------- -------------- ----------------
</TABLE>


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


F-5


<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
             For the twelve months ended December 31, 2001 and 2000
                            Through December 31, 2001
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)


                                                                                                   Period From
                                                                                                   July 1, 1989
                                                                                                     Through
                                                                                                   December 31,
CASH FLOWS FROM FINANCING ACTIVITIES                                2001             2000              2001
                                                             ------------------ ---------------- ----------------
<S><C>                                                       <C>                <C>              <C>
   Advances from affiliates                                                                             2,009,127
   Payments made to affiliates                                                                           (343,798)
   Proceeds from issuance of stock                                                                     26,488,964
   Proceeds from warrant extensions                                                                       207,750
   Proceeds from issuance of notes payable                                                                893,743
   Payments of long-term debt                                                                          (2,093,979)
   Proceeds from convertible debenture                                                                    300,000
                                                             ------------------ ---------------- ----------------

   Net cash provided by (used in) financing activities                        -                -       27,461,807
                                                             ------------------ ---------------- ----------------

CASH RECONCILIATION

   Net increase (decrease) in cash                                        1,998            2,344             (811)
   Cash at beginning of period                                            1,039           (1,305)           3,848
                                                             ------------------ ---------------- ----------------

   CASH AT END OF PERIOD                                                  3,037            1,039            3,037
                                                             ================== ================ ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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


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


F-6

<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 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.  The  Company's two leased and
all of the  un-secured  properties  have been  defaulted  upon and are no longer
apart of the Company's  land  holdings.  See footnotes 5 and 11. The Company has
not commenced economic production and is therefore still considered to be in the
development stage.

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


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
            ----------------------------------------------

Use of  Estimates
- ------------------

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

F-7

<PAGE>


Mineral  Properties  and  Mining  Equipment
- -------------------------------------------

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

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

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

Land  Options
- -------------

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

Asset  Impairment
- -----------------

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

F-8

<PAGE>



property exceeds management's estimate of future discounted net cash flows. When
mining equipment is idle,  management decides if it will be used productively in
the  future.  For idle  equipment  that is unique to an  abandoned  or  impaired
property,  the Company  reduces its  carrying  value  following  the  impairment
accounting principle.

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

Office Furniture and Equipment
- ---------------------------------

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

Income  (Loss) per Common Stock
- ----------------------------------

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

Reclamation  and  Environmental  Costs
- --------------------------------------

Reclamation costs and related accruals are based on the Company's interpretation
of  environmental  and  regulatory  requirements.  Minimum  standards  for  mine
reclamation has 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.

Stock  Based  Compensation
- --------------------------

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

F-9

<PAGE>


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 in Houston, TX under operating leases.


NOTE  3  -  AFFILIATES  AND  RELATED  PARTIES
            ---------------------------------

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

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


NOTE  4  -  OFFICE  FURNITURE  AND  EQUIPMENT
            ---------------------------------

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


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

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

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

F-9

<PAGE>


(*) 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,  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 aggregate  approximately 5,000
acres.  Because of the close  proximity of the mines to each other,  the Company
plans to centralize  milling  operations.  The Gardner's Point and Pioneer Mines
are  located   outside  this  district  and  management   has  been   evaluating
alternatives to placing them into current production. The Esparanza Gold Project
is located in  Southeastern  Honduras.  The VOCAR  S.A.R.L.  mining  permits are
located in the Central African  Republic.  Current  developments and commitments
related to certain properties follow:

Reverse Merger between Brush Creek 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 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.  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 South Central part of Honduras.  Only minor exploration has taken
place to date. A full geological and engineering  report is planed. The Honduran
Government  changed the mining laws during the year 2000 whereby the Company had
its law  firm in  Tegucigalpa  file  papers  with  the  bureau  of mines to keep
current.  The Company is responsible for filing a Mining Plan of Operations with
the Government in order stay in compliance with the new law.


NOTE  6  -  DEMAND NOTE PAYABLE  AND LINES OF CREDIT
            --------------------------------------------

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

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

No unused lines of credit exist.

F-10

<PAGE>



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

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

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

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

NOTE  8  -  SHAREHOLDERS'  EQUITY
            ---------------------

During fiscal 2001, the following major equity transactions occurred:

On June 4, 2001, the Company acquired 100% of the stock in Gables Company, Inc.,
a Florida corporation,  in exchange for the transfer to Gables Company,  Inc. of
all personal and real  properties,  both secured and unsecured,  relating to the
Brush Creek property in California. As of June 4, 2001, Gables Company, Inc. has
had no assets or liabilities or operations since 1994,  therefore the Company is
not required to include separate financial statements.  Gables Company, Inc. has
adopted the same fiscal year end as the Company.

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

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

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

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

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

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

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

F-11

<PAGE>



During fiscal 2000, the following major equity transactions occurred:

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

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

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

During fiscal 1999, the following major equity transactions occurred:

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

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

In an exchange of 3,580,000  common shares of the  Company's  stock on April 14,
1999, the Company executed a tax-free reverse merger with a Florida  corporation
by the name of J.A.B. International, Inc. The merger was accounted for under the
purchase method.  The transaction was valued at the Company's par value.  When a
proper reserve study is completed of the acquired  assets,  the transaction will
be  revalued in  accordance  with  industry  standards.  The assets  transferred
included  VOCAR  S.A.R.L.,  a company that holds permits to a mining  concession
located in the Central African Republic,  and the Esperanza Gold Project, a 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 dissolved  leaving J.A.B.
International,  Inc., a Nevada  corporation,  the surviving company.  After this
merger, the Company had 4,449,455 shares issued and outstanding.

NOTE  9  -  STOCK  OPTIONS  AND  WARRANTS
             -----------------------------

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


NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES
             -------------------------------

Compensation Agreement:

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

Changes in management:

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

The Company's management has inspected the mining locations for property and has
written-off  as an  abandonment  loss any assets not  observed.  In addition the
Company's  management has decided to leave accounts  payable amount as being due
if satisfaction has not been recorded in the Company's  accounting  records.  At

F-12

<PAGE>



such time that the Company has funds to  research  these  amounts as having been
satisfied and possibly  additional  amounts due, the Company will  determine the
materiality of these amounts in order to determine if a prior period  adjustment
should be recorded and revised statements issued.

Contingencies:

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

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

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

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

NOTE  11  -  LEGAL  PROCEEDINGS
             ------------------

Filing of Reorganization

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

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

The Royal Bank Action.
---------------------

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

F-13

<PAGE>



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
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 reimburses 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

F-14

<PAGE>



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).

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.

F-15

<PAGE>



The Shareholder Suit.

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

Other Matters.
-------------

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

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

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

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

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

2. Kate Hardy / Omega - Judgment for $401,606.46,  default for breech of contact
associated  with lease of the mine. The Company has agreed to settle this matter
for $100,000 in cash and 100,000 shares of the Company's common stock.

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

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

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

6. Robert Half Inter.  - Judgment for  $21,481.79,  dated  3/23/99,  The Company
plans to pay this debt in full.

7.  Western  Capital  Group - judgment for  $300,000,  The Company has agreed to
settle this matter for $150,000.

8.  Volcanic  Resources-  Judgment  for  $2,100,000,  The  Company  has a verbal
agreement to convert the judgment  into a joint  venture  share in the Gardner's
Point Mining Project.

F-16

<PAGE>




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,
Honduras, Mexico and Africa.

NOTE  13  -  CHANGES IN MANAGEMENT
             ------------------

There has been no changes in management.



F-17



<PAGE>



                                    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      44      Chairman, Chief Executive Officer

     Samuel P. Martin         53      Secretary and Director

     Stephen H. Durland       46      Chief Financial Officer, Director

     Peter Howe               66      Director


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

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

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

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

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

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

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

Stephen H. Durland, Chief Financial Office, Directorr

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

In his professional experiences,  Mr. Durland has been an Officer or Director of
many companies in various stages of development and industry on full time and/or
consulting  basis.  His  most  recent  clients  have  been a  development  stage
enterprise in the high technology field; a development  stage  second-generation


<PAGE>



hydroponics   company,   which  currently  has  its  initial   products  in  the
marketplace; and a large holding company with a wide variety of small public and
private  companies in various  stages of  development  or activities  and a wide
variety of industries.

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

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

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

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

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors,  and  affiliates  to file  initial  reports  of
ownership and reports of changes of ownership of the Company's Common Stock with
the Securities and Exchange Commission. These executive officers, directors, and
affiliates  are required to furnish the Company with copies of all Section 16(a)
forms that they file.  Based solely on the Company's  review of  Securities  and
Exchange  Commission  Forms 3, 4, and 5  submitted  to the  Company  and written
representations  from these  officers,  directors,  and affiliates that no other
reports were required,  the Company  reports that the following forms were filed
late or not at all for the 1999 fiscal year:

none


<PAGE>


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  December  31,  2001,  and 2000,  of the person who was, at
December 31, 2001, the chief executive  officer of the Company.  No other person
had an annual base salary and bonus compensation that was in excess of $100,000.

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


          The following table sets forth a summary of the non-cash compensation
awarded in the form of Common Stock or stock options granted to the Officers and
Directors of the Company for the fiscal year ended December 31, 2001:

<TABLE>
<CAPTION>
          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>
Jefferson A. Bootes, CEO             1,000,000         -0-
</TABLE>


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 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 December 30, 2001, however,  no fees were paid to Directors.  Certain
expenses  incurred  in  connection  with  such  services,  including  travel  to
meetings,  also may be reimbursed.  In addition the Board has awarded options to
acquire  Common Stock of the Company to directors  in  recognition  of services.
Directors  are not paid  fees for their  services  but they are  reimbursed  for
expenses of attending board meetings.

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

     The  following  table sets forth as of  December  31,  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.



<PAGE>


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


Jefferson A. Bootes            8,246,472              0            100%
1013 Fairway Drive
Winter Park, FL  32792

All Officer and Directors      10,346,472              0            100%
as a Group                    ==========              =            ====


(1) Includes share held by spouse.

Item 12.  Certain Relationships and Related Transactions.


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

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

          (a)       Exhibits.

          (b)       Report on Form 8-K. March , 2002.


<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:  May 10, 2002
   --------------------------
          Jefferson A. Bootes, President

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

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

By:  /s/  Jefferson A. Bootes                     Date:  May 10, 2002
   --------------------------
          Jefferson A. Bootes
          President and Director/Chairman
          (Principal Executive Officer)


By:  /s/  Stephen H. Durland                      Date:  May 10, 2002
   --------------------------
          Stephen H. Durland, CPA
          Chief Financial Officer and Director
          (Principal Financial Officer)


By:  /s/  Peter Howe                              Date:  May 10, 2002
   --------------------------
          Peter Howe
          Director


By:  /s/  Samual P. Martin                        Date:  May 10, 2002
   --------------------------
          Samuel P. Martin
          Director