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 SECURITIES
      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              0-30142
                       ---------------------------------

                            ZEB ORO EXPLORATIONS INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


            Nevada                                           98-0205944
---------------------------------------                  -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

825 - 1200 West 73rd Avenue
Vancouver, BC, Canada                                          V6P 6G5
---------------------------------------                  -------------------
(Address of principal executive offices)                     (Zip Code)

                               1 - 604 - 267-1100
               --------------------------------------------------
               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 October 6, 1999
          ------------------------------       ---------------------------------

          Common Stock, $0.001 per share                11,025,000


<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 Zeb Oro  Explorations  Inc. (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>




                            ZEB ORO EXPLORATIONS INC.
                         (An Exploration Stage Company)

                                  BALANCE SHEET

                                  June 30, 1999

                      (Unaudited - Prepared by Management)

   ASSETS

   CURRENT ASSETS

     Bank                                                              $  3,139

   OTHER  ASSETS

     Mining claim - Note 3                                                   --
                                                                       --------

                                                                       $  3,139
                                                                       ========

   LIABILITIES

     Accounts payable and accrued liabilities                          $    834
                                                                       --------

   STOCKHOLDERS' EQUITY

     Common stock
       200,000,000 shares authorized, at $0.001 par
       value, 11,025,000 shares issued and outstanding                   11,025

     Capital in excess of par value                                       6,075

     Deficit accumulated during the development stage                   (14,795)
                                                                       --------

       Total Stockholders' Equity                                         2,305
                                                                       --------

                                                                       $  3,139
                                                                       ========




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

                                       4

<PAGE>


                            ZEB ORO EXPLORATIONS INC.
                         (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                            2,250             2,250
        Bank charges and interest                          39               109
        Consulting                                      3,000             3,000
        Filing fees - Edgar system                        794               794
        Geological report                                  --             1,200
        Incorporation costs written-off                    --               670
        Management fees                                 1,500             2,000
        Office expenses                                   508               508
        Rent                                              900             1,200
        Staking costs                                      --               368
        Telephone                                         300               400
        Transfer agent's fees                           1,095             2,296
                                                 ------------     -------------

   NET LOSS                                      $     10,386     $      14,795
                                                 ============     =============



   NET LOSS PER COMMON SHARE

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

   AVERAGE OUTSTANDING SHARES

        Basic                                      11,025,000         9,986,229
                                                 ============     =============



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


                                       5

<PAGE>



                            ZEB ORO EXPLORATIONS INC.
                         (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>            <C>

BALANCE MARCH 4, 1999 (date of inception)                            --       $    --          $     --       $      --

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

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                                        25,000            25             2,475              --

Capital contributions - expenses                                                                  3,600

Net operating loss for the period from
   March 4, 1999 to June 30, 1999                                    --            --                --         (14,795)
                                                             ----------       -------            ------       ---------

BALANCE JUNE 30, 1999                                        11,025,000       $11,025          $  6,075       $ (14,795)
                                                             ==========       =======          ========       =========

</TABLE>









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




                                       6

<PAGE>


                            ZEB ORO EXPLORATIONS INC.
                         (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                                                     $  (10,386)         $   (14,795)

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

        Decrease in accounts receivable                                   90
        Increase in accounts payable                                     834                   834
                                                                   ---------           -----------

             Net Cash from Operations                                 (9,462)              (13,961)
                                                                                       -----------

     CASH FLOWS FROM FINANCING
      ACTIVITIES:

        Proceeds from issuance of common stock                            --                13,500
        Capital contributions                                          2,700                 3,600
                                                                   ---------           -----------

                                                                       2,700                17,100
                                                                   ---------           -----------

        Net Increase in Cash                                          (6,762)                3,139

        Cash at Beginning of Period                                    9,901                    --

        CASH AT END OF PERIOD                                      $   3,139           $     3,139
                                                                   =========           ===========


</TABLE>


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


                                       7

<PAGE>



                            ZEB ORO EXPLORATIONS INC.
                         (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.  As at the  date of the  balance  sheet a  mineral
         property, 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).

         Since its inception the Company has completed Regulation D offerings of
         11,025,000 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 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 year
         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.

         Any loss carry  forward  from the year  ended  December  31,  1999 will
         expire in the year 2019.



                                       8

<PAGE>

                            ZEB ORO EXPLORATIONS INC.
                         (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

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

         Financial Instruments

         The carrying amounts of financial instruments,  including cash, prepaid
         expenses and deferred offering costs are considered by management to be
         their standard fair values. These values are not necessarily indicative
         of the  amounts  that the  Company  could  realize in a current  market
         exchange.

         Estimates and Assumptions

         Management  uses  estimates  and  assumptions  in  preparing  financial
         statements in accordance with generally accepted accounting principles.
         Those  estimates  and  assumptions  affect the reported  amounts of the
         assets  and  liabilities,  the  disclosure  of  contingent  assets  and
         liabilities, and the



                                       9

<PAGE>

                            ZEB ORO EXPLORATIONS INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                      (Unaudited - Prepared by Management)

         Estimates and Assumptions - continued

         reported  revenues and  expenses.  Actual  results  could vary from the
         estimates that were assumed in preparing these financial statements.


3.       MINING CLAIMS

         The Company has acquired one 15 unit mineral claim known as the Zeb Oro
         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 February 25, 2000.  The costs of staking and filing
         have been expensed.


4.       RELATED PARTY TRANSACTIONS

         Related parties acquired 45% of the common shares issued for cash.


5.       GOING CONCERN

         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

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

Exploration on the Zeb Oro Mineral Claim

Management  has not  performed  any  exploration  to date on the Zeb Oro mineral
claim  located in the Zeballos  mining camp near the town of Zeballos  about 300
kilometres northwest of Victoria, British Columbia.

Management  anticipates  undertaking a work program on the Zeb Oro claims in the
early spring of the year 2000.

Liquidity and Capital Resources

The Company has very limited financial  resources at this time and does not have
sufficient funds to do an exploration program in the spring of the year 2000. In
addition the Company will require funds to meet its financial obligations to the
transfer  agent,  auditors and other  professions the Company will employ during
the forthcoming  winter. It has  approximately  $3,000 available to meet some of
these  obligations  but  this  might  not be  sufficient  funds  to meet all its
obligations.

The  Company  will have to  consider  obtaining  advances  from its  officers or
directors,  seeking debt  financing  from  institutional  lenders or issuing its
common  stock to raise the  required  working  capital.  The Company has not yet
considered which method it will use to meet its future obligations.

Results of Operations

There have been no operations during the current period under review.





                                       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.


                            ZEB ORO EXPLORATIONS INC.
                                  (Registrant)




     October 6, 1999                              /s/     "Steven Bruce"
--------------------------                 -------------------------------------
          Date                             Steven Bruce - President and Director





















                                       12