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

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



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

                                   FORM 10-KSB

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



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

                  For the fiscal year ended: October 31, 1998

                                       OR

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


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


                      Commission File Number: 033-18437-LA


                          PRECIOUS METALS MINES, INC.
            Incorporated pursuant to the laws of the state of Nevada


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


                  IRS Employer Identification No. - 88-0230400

                  15th Floor, 640 5th Ave., New York, NY 10019
                                 (212) 262-5786


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






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<PAGE>




Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $0.01 per share)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 X No

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosures  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.[X]

     Registrant's revenues for the year ended October 31, 1998 were $0.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant,  based upon the average bid and ask price of the Common Stock on
_________,  199__ as reported on The Nasdaq  Bulletin Board  Electronic  Trading
System was $------------- .

     The Company had 4,165,705 shares of common stock outstanding at October 31,
1998.

     Transitional small business disclosure format. Yes [ ]   No [X]




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                                TABLE OF CONTENTS

                PART I.

Item 1.  Description of Business..........................................4

Item 2.  Description of Property..........................................4

Item 3.  Legal Proceedings................................................4

Item 4.  Submission of Matters to a Vote of Security Holders..............5

                PART II.

Item 5.  Market for Common Equity and Related Stockholder Matters.........6


Item 6.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations.......................................6

Item 7.  Financial Statements.............................................6

Item 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure........................................6

                PART III.

Item 9.  Directors and Executive Officers, Compliance with Section 16(a)
          of the Exchange Act..............................................7

Item 10.  Executive Compensation...........................................8

Item 11.  Security Ownership of Certain Beneficial Owners and Management...8

Item 12.  Certain Relationships and Related Transactions...................8

                PART IV.

Item 13.  Exhibits and Reports on Form 8-K.................................9




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                                     PART I

Item 1.   Description of Business

The Company was  organized in Nevada on April 30,  1987,  to explore and develop
mineral  deposits on the Nel property at Nelson,  Nevada,  and to acquire  other
properties  worthy of exploration.  After its formation,  the Company's  various
mineral  exploration  and  development  ventures  were pursued,  but  ultimately
abandoned.  From the time of its formation through  November,  1992, the Company
was the sole owner of two mining properties, the Nel, located at Nelson, Nevada,
and the Kadex at  Philipsburg,  Montana.  Ata a special  meeting of stockholders
held on  August  24,  1993,  95.02% of the  shares  represented  at the  meeting
unanimously  voted to transfer  title of the  properties  to two separate  newly
formed  companies so that financing the  development of the properties  could be
done  separately.  The  Nel  property  was  sold  to the  newly  formed  Nelloro
Corporation for 960,800 Nelloro shares and the Kadex property was transferred to
Cadgie Co. for the same  amount of Cadgie  shares.  The shares  received  by the
parent,  Precious Metal Mines,  Inc., were then spun-off to its  stockholders of
record, August 31, 1993, share for share.

On April 30, 1994,  Andrew W. Berney,  Raymond Girard and Gary C. Vesperman were
elected to the board of  directors of the Company by the  shareholders.  Each of
Messrs.  Berney,  Girard and  Vesperman  resigned  as  directors  of the Company
effective  March 21, 1995.  The Company's  current  directors are Mr. Francis J.
Joslin, John Webster,  and John L. Beckett. At present, the Company's operations
are dormant and it is pursuing acquisition  opportunities in the exploration and
development of mineral deposits.


Item 2. Description of Property

As  discussed  above  under  "Business,"  the  Company  has  disposed of all its
properties and presently has no property holdings.

Item 3.   Legal Proceedings

The only legal matter involving or known to the registrant is as follows:

On or about May,  1998,  a complaint  against the company was filed in the Ninth
Judicial  District  Court,  Douglas  County,  Nevada,  case  number  98-CV-0111,
entitled  SCORPIO  INVESTMENTS,  INC.,  a  Nevada  corporation,  Plaintiff,  vs.
PRECIOUS  METAL  MINES,  INC.,  a Nevada  corporation,  and DOES 1  through  20,


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Defendants. Plaintiff claims to be a shareholder owning 400 shares of the common
stock of Precious  Metal  Mines,  Inc.  The  allegations  of  Plaintiff  against
Defendants,  are: that pursuant to Nevada Revised Statutes,  section 78.347, the
Company's  duly  elected  officers  and  directors  failed  to  elect a board of
directors and failed to file an annual list of officers and directors,  and that
the officers and directors have abandoned the business of the company. Plaintiff
prays for the court to appoint a  custodian  for the  purpose of carrying on the
business of the  corporation  and  electing a board of  directors,  and that the
court grant damages in excess of ten thousand dollars,  court costs and attorney
fees.  On or about  July 22,  1998,  a  default  judgment  was  entered  against
Defendant  and in favor of Plaintiff,  appointing  one Ryan Barnard of Executive
Business  Service as custodian until a board of directors of the corporation can
be regularly elected.  The Company only became aware of the above proceedings in
September of 1998 and promptly  took steps to retain legal  counsel in Nevada to
set aside the  default  judgment  on the grounds  that  Plaintiff's  counsel had
served the summons and complaint on the Company's prior resident agent, and that
the Company had a new resident agent of record at the time  Plaintiff's suit was
filed. The court granted  Defendant's  petition and the default judgment was set
aside. Registrant believes Plaintiff's suit was sham, not brought in good faith,
and was an  opportunistic  attempt by Plaintiffs to steal control of the Company
by a purported  technical  default.  The Company is now in good  standing in the
state of Nevada. From a review of the certified shareholder list supplied by the
Company's  transfer agent,  Plaintiff Scorpio is not now, nor was it at the time
of the  filing  of its  complaint,  nor has it ever  been a  shareholder  of the
Company. Counsel for the Company believes the matter will either be dismissed or
resolved in favor of the Company without any material or substantial costs.

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

None.


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                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

The Company's  shares of Common Stock are traded on the Over The Counter  Market
under the symbol  "PCMM."  Since  during the  subject  filing  period  there was
minimal trading activity in the registrant's  shares,  the Company does not have
any  readily  available  data as to the  range  of the  average  bid  and  asked
quotations for its shares of Common Stock.

As of October 31, 1998, there were 85 Holders of record of the Common Stock.

Dividends.  During the year ended October 31, 1998,  the Company did not declare
or pay cash  dividends.  The Company has no history of declaring and paying cash
dividends to its common  stockholders  and has no  intention  of declaring  such
dividends into the foreseeable future.

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

Statement of Operations

For the fiscal year ending October 31, 1998,  administrative  expenses decreased
from the fiscal year ending  October 31,  1997,  due to lower  expenditures  for
business development, legal and accounting.

Liquidity and Capital Resources

The Company has no available sources of capital and no cash accounts.


Item 7.  Financial Statements and Selected Supplementary Data:

Information  with respect to this item is contained in the financial  statements
appearing on Item 13 of this Report.  Such information is incorporated herein by
reference.


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

None.


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                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons:

The executive officers and directors of the Company are as follows:

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

Francis J. Joslin                   52          Director, President,
                                                  Treasurer, Chief
                                                  Financial Officer

John L. Beckett                     49               Director

John Webster                        38               Director




Francis J. Joslin

Mr. Joslin grew up in Australia after his family emigrated from England in 1949;
he is now an Australian citizen and resident.

After   completeing  his  primary  and  secondary   education,   he  gained  his
qualification  as a  chartered  accountant  and was  admitted as a member of The
Institute  of  Chartered  Accountants  in  Australia  in 1971.  At that  time he
commenced  private practice as an accountant on his own,  specializing in income
tax matters; he developed the practice over the next twelve years, at which time
he began to concentrate on a variety of commercial activities.

Since 1980,  Mr. Joslin has been involved in a number of  businesses,  including
tin mining  ventures in  Queensland  and  substantial  investment in gold mining
companies  in  Australia.  In 1982 he  acquired  one of  Australia's  best known
horticultural  names, and after a period of restructuring,  successfully  listed
the company on the Australian Stock Exchange.

In 1984 he acquired a food business  which trebled in size during his ownership;
this  business was sold in 1992 and since then Mr.  Joslin has  concentrated  on
resource based opportunities which have led to involvement in the listing on the
Australian  Stock Exchange of two projects,  the present  restructure of another
public mining company structure and direct involvement in gold mining activities
in Papua, New Guinea.

John L. Beckett

John  Beckett  was  educated  at the King's  School,  Canterbury  and  Sheffield
University. He has been involved in the investment sector for a number of years,
of which  during  the last six  years  he has  been  running  his own  financial
planning  practice  dealing  mainly with  corporate  clients.  Mr.  Beckett is a
director  of a  consultancy  company  which  provides  strong  links  with  City
institutions.


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<PAGE>



John Webster

From 1994 to 1995, Mr.  Webster was a director of Operations of the  Comonwealth
and British  Minerals Plc. From 1993 to 1994,  Mr. Webster was vice president of
Operations  at J.D.  Welsh &  Associates.  From 1991 to 1993,  Mr.  Webster  was
General  Manager  of  American  Resources  Corporation.  From 1989 to 1991,  Mr.
Webster was Project Manager at Red Rock Mining (USA) Inc.

Mr. Webster  received his Dip. C.S.M.  from the Camborne School of Mines in 1980
and his Western Australian  Unrestricted Quarry Managers certificate in 1984. He
is also a member of the  Australian  Institute  of Mining  and  Metallurgy,  the
Society of Mining Engineers A.I.M.E. and the Society of Explosive Engineering.

Item 10.  Executive Compensation:

No compensation was paid to any of the officers or directors of the Company.

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

Insofar as the Company is aware, there are no individuals or groups who own more
than 5% of any class of the company's securities.

Following  are  all  of the  Officers  and  Directors  of the  Company  who  are
benenficial owners of the Company's securities:

                    Name and Address of      Amount and Nature of    Percent
Title of Class        Beneficial Owner       Beneficial Ownership    of Class
--------------   -----------------------     --------------------    --------

Common Stock     Francis J. Joslin               50,000                 1.2
                 15th Floor, 640 5th Ave.
                 New York, NY  10019

Item 12.  Certain Relationships and Related Transactions:

None.

                                     - 8 -
<PAGE>

                                     PART IV

Item 13.  Exhibits, Financial Statement, Schedules and Reports on Form 8-K:

   (a) Exhibits

See exhibit index included elsewhere in this filing.

   (b) Reports on Form 8-K.

The Company did not file any reports on Form 8-K during the year ending  October
31, 1998.


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<PAGE>




                                   SIGNATURES

In  compliance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


PRECIOUS METAL MINES, INC.                               Dated: March 17, 2000
by: /s/ Francis J. Joslin
-------------------------
Chief Executive Officer




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<PAGE>


                                 EXHIBIT INDEX
                                 -------------

Exhibit No.     Description
-----------     -----------

  FS            Audited financial statements of Precious Metal Mines,
                Inc., for the year ended October 31, 1998

  3.1           Articles of Incorporation of Precious Metal Mines, Inc.,
                incorprated by reference to Form 10-KSB for the year ended
                October 31, 1996

  3.2           By-laws of Precious Metal Mines, Inc., incorporated by
                reference to Form 10-KSB for the year ended October 31, 1996

   27           Financial Data Schedule





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<PAGE>



                             BARRY L. FRIEDMAN, PC.
                          Certified Public Accountant

1582 TULITA DRIVE                                   OFFICE (702)  361-8414
LAS VEGAS,  NEVADA 89123                            FAX NO.(702)  896-0278



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board Of Directors                                         March 2, 2000
Precious Metals Mines, Inc.
London, England


     I have audited the  accompanying  Balance Sheets of Honor One  Corporation,
(Formerly Sierra Gold Development  Corp.), (A Development Stage Company),  as of
October 31,  1998,  October 31,  1997,  and  October 31,  1996,  and the related
statements  of  operations,  stockholders,  equity  and cash flows for the three
years ended  October 31,  1998,  October 31, 1997,  and October 31, 1996.  These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

     I  conducted  my 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.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  the  financial  position of Honor One  Corporation,
(Formerly Sierra Gold Development  Corp.), (A Development Stage Company),  as of
October 31, 1998, October 31, 1997, and October 31, 1996, and the results of its
operations  and cash flows for the three years ended  October 31, 1998,  October
31, 1997, and October 31, 1996, in conformity with generally accepted accounting
principles.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue  as a  going  concern.  As  discussed  in Note #3 to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plan in regard to these matters are also described in Note #3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. /S/Barry L. Friedman Certified Public Accountant


/s/ Barry L. Friedman
-----------------------
Certified Public Accountant


                                     - 12 -

<PAGE>



                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET
                                 -------------

                        ASSETS
                        ------
                                               OCT. 31, 1998    OCT. 31, 1997
                                               -------------    -------------

CURRENT ASSETS
   Notes Receivable............................ $    20,750      $    20,750
                                                ------------     ------------
       TOTAL CURRENT ASSETS                     $    20,750      $    20,750

OTHER ASSETS .................................. $        --      $        --
                                                ------------     ------------
       TOTAL ASSETS ........................... $    20,750      $    20,750
                                                ============     ============


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

CURRENT LIABILITIES
   Stockholders Advances (Note 6) ............. $    15,000               --
   Accounts Payable ........................... $    43,986      $    40,916
                                                ------------     ------------
      TOTAL CURRENT LIABILITIES                      58,986           40,916
                                                ------------     ------------

STOCKHOLDERS' EQUITY
   Common Stock, $0.01 par value;
    authorized 50,000,000 shares,
    issued and outstanding at
    October 31, 1998 - 4,165,705 shares ........$    41,657      $    41,657

   Additional paid-in capital ..................    128,833          128,833

   Deficit accumulated during
    the development stage ......................   (208,726)        (190,656)
                                                 -----------      -----------
        TOTAL STOCKHOLDERS' EQUITY .............    (38,236)         (20,166)
                                                 -----------      -----------
   TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY........................$   (20,750)     $   (20,750)
                                                ============     ============

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





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                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                            STATEMENT OF OPERATIONS
                            -----------------------


                                            YEAR ENDED          YEAR ENDED
                                           OCT. 31, 1998       OCT. 31, 1997
                                           -------------       -------------

INCOME

   Revenue ...............................  $         --        $         --
                                            -------------       -------------

      TOTAL INCOME .......................  $         --        $         --
                                            -------------       -------------

EXPENSES

   General and Administrative ............  $     18,070        $     25,151
                                            -------------       -------------
      TOTAL EXPENSES .....................  $     18,070        $     25,151
                                            -------------       -------------

   NET PROFIT (LOSS)                        $    (18,070)       $    (25,151)
                                            =============       =============

NET PROFIT OR LOSS PER SHARE                $     (.0043)       $     (.0065)
                                            =============       =============

AVERAGE NUMBER OF SHARES
OF COMMON OUTSTANDING                          4,165,705           3,857,486
                                            =============       =============


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





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                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                        ---------------------------------

<TABLE>
<CAPTION>

                                         Common Stock              Additional
                                         ------------                Paid-in         Accumulated
                                      Shares         Amount          Capital            Deficit
                                   ------------  -------------    -------------      ------------
<S>                              <C>             <C>                 <C>                <C>

Balance October 31, 1996             1,665,705     $   16,657        $ 128,833       $  (165,505)

December 18, 1996
   issued for cash                   2,50,.000         25,000               --

Net loss year ended
   October 31, 1997                         --             --               --            (35,151)
                                    -----------   ------------      -----------       ------------
Balance October 31, 1997             4,165,705     $   41,657        $ 128,833        $  (190,656)
                                    -----------   ------------      -----------       ------------
Net loss year ended
   October 31, 1998                         --             --               --            (18,070)
                                    -----------   ------------      -----------        -----------

BALANCE OCTOBER 31, 1998             4,165,705      $  41,657        $ 128,833         $  (208,726)
                                    ===========   ============      ===========        ============

</TABLE>

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





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                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                             -----------------------

<TABLE>
<CAPTION>

                                                      YEAR ENDED           YEAR ENDED
                                                     OCT. 31, 1998        OCT. 31, 1997
                                                     -------------        -------------
<S>                                                  <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss ........................................  $    (18,070)         $   (25,151)

  Adjustment to reconcile net loss
    to net cash provided by operating activities ..            --                   --

CHANGES IN ASSETS AND LIABILITIES

  Increase in Notes Receivable ....................        15,000              (20,750)
  Accounts Payable ................................         3,070              (20,901)
                                                     -------------          -----------

     NET CASH USED IN OPERATING ACTIVITIES ........  $         --           $  (25,000)

CASH FLOWS FROM INVESTING ACTIVITIES...............            --                   --

CASH FLOWS FROM ISSUANCE OF COMMON STOCK...........            --               25,000
                                                     -------------          -----------

     NET INCREASE (DECREASE) IN CASH...............            --                   --

     CASH, BEGINNING OF PERIOD.....................  $         --                   --
                                                     -------------          -----------

     CASH, END OF PERIOD...........................  $         --                   --
                                                     =============          ===========


</TABLE>

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




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<PAGE>


                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
            October 31, 1998, October 31, 1997, and October 31, 1996

                NOTE 1 - HISTORY AND ORGANZIATION OF THE COMPANY

The  Company  was  organized  August  10,  1987,  under the laws of the State of
Nevada,  as Precious Metal Mines,  Inc. The Company  currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

On August 10,  1987,  the Company  issued  130,000  shares of its $.01 par value
common stock for $1,300.

On August 10,  1987,  the Company  issued  750,000  shares of its $.01 par value
common stock for the Nel Property, a precious metals mining property.  On August
31,  1993,  a new company  (Nelloro  Corporation)  was formed to acquire the Nel
Property.  Nelloro  Corporation  paid  Precious  Metal Mines in its common stock
which shares were then spun-off to Precious Metal Mines stockholders.

On September 6, 1993, the Company completed a public offering.  The Company sold
80,800  shares of common  stock at a price of $1.25 per share for a total amount
raised of $101,000.

On April 4, 1994, the Company  reverse split its common stock 1:3, thus reducing
the number of  outstanding  common stock  shares from 960,800  shares to 320,257
shares.

On May 13, 1994,  the Company  issued 91,000 shares of its $.01 par value common
stock for services, for no consideration.

On August 7,  1994,  the  Company  forward  split its  common  stock  3:1,  thus
increasing the number of outstanding  common stock shares from 411,267 shares to
1,233,800 shares.

On August 26, 1994, the State of Nevada approved the Company's restated Articles
of  Incorporation,  which  increased its  capitalization  from 7,500,000  common
shares to 50,000,000 common shares. The par value remained unchanged at $.01.

On August 12,  1996,  the Company  issued  431,905  shares of its $.01 par value
common stock for $43, 190.

On December 18, 1996, the Company issued  2,500,000 shares of its $.01 par value
common stock for $25,000.




                                     - 17 -
<PAGE>


                          PRECIOUS METALS MINES, INC.
                         (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (continued)
                    -----------------------------------------
            October 31, 1998, October 31, 1997, and October 31, 1996


                  NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

     1. The company uses the accrual method of accounting.

     2.  Earnings  per share is computed  using the weighted  average  number of
shares of common stock outstanding.

     3.  The  company  has not yet  adopted  any  policy  regarding  payment  of
dividends. No dividends have been paid since inception.

NOTE 3 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's plan to seek additional capital
through a merger with an existing operating company.

NOTE 4 - RELATED PARTY TRANSACTION

The Company neither owns or leases any real or personal  property.  The officers
and directors of the Company are involved in other business  activities and may,
in the future,  become involved in other business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict of
interest in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire additional shares of the
common stock.

NOTE 6 - STOCKHOLDERS ADVANCES

While the  Company  is  seeking  additional  capital  through  a merger  with an
existing  operating  company,  an officer of the Company has  advanced  funds on
behalf of the Company to pay for costs  incurred by it. These funds are interest
free.


                                     - 18 -