UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB


( X )  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITES
       EXCHANGE ACT OF 1934

For the quarterly period ended              June 30, 1999
                               -------------------------------------------------

(  )   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15 (D) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from                        to
                              -----------------------    -----------------------

Commission File number                0-26709
                      -----------------------------------------


                           THE ZEBALLOS MINING COMPANY
            --------------------------------------------------------
               (Exact name of registrant as specified in charter)

            Nevada                                                98-0201259
-------------------------------                             --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

34 - 3387 King George Highway
Surrey, BC, Canada                                                  V4P 1B7
------------------------------                              --------------------
(Address of principal executive offices)                          (Zip Code)

                                  604-538-5995
    -------------------------------------------------------------------------
               Registrant's telephone number, including area code

       -------------------------------------------------------------------
      (Former name, address, and fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

                 Class                     Outstanding as of September 21, 1999
  -----------------------------------     -------------------------------------
  Common Stock, $0.001 per share                     11,075,400

<PAGE>
                                      INDEX

                                                                            Page
PART 1.                                                                   Number
                                                                          ------

     ITEM 1.  Financial Statements (unaudited).........................      3

              Balance Sheet as at June 30, 1999........................      4

              Statement of Operations
                 For the three months ended June 30, 1999 and for
                      the period from March 4, 1999 (Date of
                      Incorporation) to June 30, 1999..................      5

              Statement of Changes in Shareholders' Equity
                 For the period from March 4, 1999 (Date of
                      Incorporation) to June 30, 1999..................      6

              Statement of Cash Flows
                  For the three months ended June 30, 1999 and for
                       the period from March 4, 1999 (Date of
                       Incorporation) to June 30, 1999.................      7

              Notes to the Financial Statements........................      8

     ITEM 2.  Plan of Operations.......................................     11

PART 11       Signatures...............................................     12

                                       2
<PAGE>


                         PART 1 - FINANCIAL INFORMATION

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

                          ITEM 1. FINANCIAL STATEMENTS

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


The  accompanying  balance sheet of The Zeballos  Mining Company (an exploration
stage company) at June 30, 1999 and the statement of operations and statement of
cash flow for the three months ended June 30, 1999 and for the period from March
4,  1999  (date  of  incorporation)  to  June  30,  1999  and the  statement  of
stockholders'  equity for the period from March 4, 1999 (date of  incorporation)
to June 30, 1999 have been prepared by the Company's  management and they do not
include all  information and notes to the financial  statements  necessary for a
complete  presentation of the financial  position,  results of operations,  cash
flows, and stockholders' equity in conformity with generally accepted accounting
principles.  In the opinion of management,  all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.

Operating  results  for the quarter  ended June 30,  1999,  are not  necessarily
indicative of the results that can be expected for the year ending  December 31,
1999.

                                       3
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                                  BALANCE SHEET

                                  June 30, 1999

                      (Unaudited - Prepared by Management)

   ASSETS

   CURRENT ASSETS

        Bank                                                       $      6,167
                                                                   ------------

                                                                   $      6,167
                                                                   ============
   LIABILITIES

         Accounts payable and accrued liabilities                  $        314
                                                                   ------------

   STOCKHOLDERS' EQUITY

        Common stock
          200,000,000 shares authorized, at $0.001 par
          value, 11,075,400 shares issued and outstanding                11,075

        Capital in excess of par value                                    6,115

        Deficit accumulated during the development stage                (11,337)
                                                                   ------------

              Total Stockholders' Equity                                  5,853
                                                                   ------------

                                                                   $     6,167
                                                                   ===========


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

                                       4
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                             STATEMENT OF OPERATIONS

          For the three months ended June 30, 1999 and for period from
               March 4, 1999 (Date of Inception) to June 30, 1999

                      (Unaudited - Prepared by Management)

                                               FOR THE THREE      FROM INCEPTION
                                               MONTHS ENDED             TO
                                               JUNE 30, 1999      JUNE 30, 1999

SALES                                           $        --          $        --
                                                -----------          -----------
GENERAL  AND  ADMINISTRATIVE  EXPENSES:

     Accounting and audit                             2,550                2,550
     Bank charges and interest                           38                  120
     Geology report                                      --                1,200
     Incorporation costs written off                     --                  670
     Management fees                                  1,500                2,000
     Office expenses                                    488                  488
     Rent                                               900                1,200
     Staking fees                                        --                  369
     Telephone                                          300                  400
     Transfer agent's fees                               --                2,340
                                                -----------          -----------

NET LOSS                                        $     5,776          $    11,337
                                                ===========          ===========


NET LOSS PER COMMON SHARE

     Basic                                      $    0.0005          $     0.001
                                                ===========          ===========

AVERAGE OUTSTANDING SHARES

     Basic                                       11,075,400            8,953,259
                                                ===========          ===========



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

                                       5
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

              For the period from March 4, 1999 (Date of Inception)
                                to June 30, 1999

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                                      CAPITAL IN
                                                         COMMON STOCK                  EXCESS OF        ACCUMULATED
                                                    SHARES            AMOUNT           PAR VALUE          DEFICIT
                                                    ------            ------           ---------          -------
<S>                                               <C>              <C>               <C>
BALANCE MARCH 4, 1999 (date of inception)                --        $       --         $       --        $       --

Issuance of common shares for cash at
    $0.001 - March 14, 1999                       5,050,000             5,050                 --

Issuance of common shares for cash at
    $0.001- March 16, 1999                        6,000,000             6,000                 --

Issuance of common shares for cash at
    $0.10 - March 27, 1999                           25,400                25              2,515                --

Capital contributions - expenses                         --                --              3,600                --

Net operating loss for the period from
    March 4, 1999 to June 30, 1999                       --                --                 --           (11,337)

                                                 ----------        ----------         ----------        ----------
BALANCE JUNE 30, 1999                            11,075,400        $   11,075         $    6,115        $  (11,337)
                                                 ==========        ==========         ==========        ==========
</TABLE>



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

                                       6
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                             STATEMENT OF CASH FLOWS

        For the three months ended June 30, 1999 and for the period from
               March 4, 1999 (Date of Inception) to June 30, 1999

                      (Unaudited - Prepared by Management)
<TABLE>
<CAPTION>

                                                                    FOR THE THREE         FROM INCEPTION
                                                                    MONTHS ENDED                TO
                                                                    JUNE 30, 1999         JUNE 30, 1999
                                                                    -------------         -------------
<S>                                                                 <C>                     <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss                                                       $ (5,776)               $(11,337)

     Adjustments to reconcile  net loss to net cash
          provided by operating activities:

          Increase in accounts payable                                  (826)                    314
          Increase in accounts receivable                                 50                      --
                                                                    --------                --------
               Net Cash from Operations                               (6,552)                (11,023)
                                                                    --------                --------

CASH FLOWS FROM FINANCING
     ACTIVITIES:

          Proceeds from issuance of common stock                          --                  13,590
          Capital contributions                                        2,700                   3,600
                                                                    --------                --------
                                                                       2,700                  17,190
                                                                    --------                --------

     Net Increase in Cash                                             (3,852)
                                                                                               6,167

     Cash at Beginning of Period                                      10,019                      --
                                                                    --------                --------
     CASH AT END OF PERIOD                                          $  6,167                $  6,167
                                                                    ========                ========
</TABLE>



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


                                       7
<PAGE>


                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                      (Unaudited - Prepared by Management)


1.       ORGANIZATION

         The Company was  incorporated  under the laws of the State of Nevada on
         March 4, 1999 with the authorized  common shares of 200,000,000  shares
         at $0.001 par value.

         The Company was organized  for the purpose of acquiring and  developing
         mineral  properties.  A mineral claim, with unknown reserves,  has been
         acquired.   The  Company  has  not   established  the  existence  of  a
         commercially  minable  ore deposit  and  therefore  has not reached the
         development stage and is considered to be in the exploration stage (see
         Note 3).

         The Company has completed a Regulation D offering of 11,025,400  shares
         of its capital stock for cash.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Methods
         ------------------

         The Company  recognizes income and expenses based on the accrual method
         of accounting.

         Dividend Policy
         ---------------

         The  Company  has  not  yet  adopted  a  policy  regarding  payment  of
         dividends.

         Income Taxes
         ------------

         The Company has elected a fiscal year ending  December 31, 1999 and has
         not completed an operating period and therefore has not filed an income
         tax return.  However,  the Company may incur an operating  loss for the
         period  ending  December 31, 1999 which will be available for carryover
         and applied  against future taxable income  resulting in a tax benefit.
         The  potential  tax benefit from any loss carry  forward has been fully
         offset by a valuation reserve because the use of any future tax benefit
         is doubtful since the Company has no operations.

                                       8
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                      (Unaudited - Prepared by Management)


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         Loss per Share
         --------------

         Loss per share  amounts  are  computed  based on the  weighted  average
         number of shares actually  outstanding  using the treasury stock method
         in accordance with FABS Statement No. 128.

         Cash and Cash Equivalents
         -------------------------

         The Company  considers all highly liquid  instruments  purchased with a
         maturity,  at the time of purchase,  of less than three  months,  to be
         cash equivalents.

         Capitalization of Mineral Claim Costs
         -------------------------------------

         Cost of  acquisition,  exploration,  carrying,  and  retained  unproven
         properties  are  expensed  as  incurred.  Cost  incurred in proving and
         developing  a  property  ready  for  production  are   capitalized  and
         amortized over the life of the mineral deposit or over a shorter period
         if the property is shown to have an impairment  in value.  Expenditures
         for mining  equipment are capitalized and depreciated over their useful
         life.

         Environmental Requirements
         --------------------------

         Environmental requirements related to the mineral claims acquired (Note
         3) are unknown and  therefore  an estimate of any future cost cannot be
         made.

         Financial Instrument
         --------------------

         The carrying amount of financial instrument,  being cash, is considered
         by management to be its standard fair value.

         Estimates and Assumptions
         -------------------------

         Management  uses  estimates  and  assumptions  in  preparing  financial
         statements in accordance with generally accepted accounting principles.
         Those  estimated  and  assumption  affect the  reported  amounts of the
         assets  and  liabilities,  the  disclosure  of  contingent  assets  and
         liabilities,  and the reported  revenues and expenses.  Actual  results
         could vary from the  estimates  that were  assumed in  preparing  these
         financial statements.

                                       9
<PAGE>

                           THE ZEBALLOS MINING COMPANY
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                      (Unaudited - Prepared by Management)


3.       ACQUISITION OF MINERAL CLAIM

         The Company has acquired one 18 unit metric  mineral claim known as the
         Zeb Au Claim  located  in the  Zeballos  mining  camp  near the town of
         Zeballos about 300 kilometres  northwest of Victoria,  British Columbia
         with an expiration date of March 1, 2000.

         The  claims may be  retained  by the  Company by making a yearly  lease
         payment  in the amount of CDN $1,800 on March 1, 2000 and CDN $3,600 on
         March 1, 2001.

         The  claims  have not been  proven  to have a  commercial  minable  ore
         reserve and  therefore  all costs for  exploration  and  retaining  the
         properties have been expensed.

4.       RELATED PARTY TRANSACTIONS

         Related parties acquired 45% of the common stock issued.

         The  officers  and  directors  of the  Company  are  involved  in other
         business  activities  and they may, in the future,  become  involved in
         additional business ventures which also may require their attention. If
         a specific business  opportunity  becomes  available,  such persons may
         face a conflict  in  selecting  between  the  Company  and their  other
         business  interests.  The  Company  has  formulated  no policy  for the
         resolution of such conflicts.

5.       GOING CONCERN

         The Company will need  additional  working  capital to be successful in
         its  planned  activities  and  continuation  of the  Company as a going
         concern is dependent upon obtaining  additional working capital and the
         management of the Company has  developed a strategy,  which it believes
         will accomplish this objective through  additional equity funding,  and
         long term  financing,  which will  enable the Company to operate in the
         future.

         Management  recognizes  that,  if  it is  unable  to  raise  additional
         capital, the Company cannot be successful in its efforts.

                                       10
<PAGE>

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

                           ITEM 2. PLAN OF OPERATIONS

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

The Company will explore the Zeb Au Claim in the Zeballos mining camp during the
latter part of 1999.  Eventually  in the next year the Company will  investigate
the  possibilities of acquiring  additional  mineral leases but this will not be
done until such time as an initially  work program has been performed on the Zeb
Au  Claim.  To  undertake  a work  program  as  recommended  by  Calvin  Church,
Professional Geologist, in his report dated April 30, 1999 the Company will have
to raise  additional  funds  either  by way of  advances  for the  officers  and
directors,  institutional  borrowing  or through the  issuance of the  Company's
common  stock.  Management  has not yet  decided as to the method it will use to
fund the exploration of its mineral claim.

Liquidity and Capital Resources
-------------------------------

Presently the Company has sufficient  cash on hand to maintain the operations of
the Company and to undertake a small grid program  (running  parallel lines from
two sides that  intercept each other which allows for sampling at various points
in each  square).  Any program  required in excess of  undertaking  a small grid
program will require additional capital.

Results of Operations
---------------------

There are no operations at this time.

                                       11
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  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.


                           THE ZEBALLOS MINING COMPANY
                                  (Registrant)



         September 21, 1999                           /s/  Stacey Bligh
 --------------------------------             ----------------------------------
               Date                           Stacey Bligh - Secretary-Treasurer

                                       12