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              March 31, 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                      0-25389
                      ----------------------------------------------


                              ANYOX RESOURCES INC.
            --------------------------------------------------------
               (Exact name of registrant as specified in charter)


              Nevada                                             98-019-9128
-------------------------------                                  -----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         2453 Philips Place
 Burnaby, British Columbia, Canada                                 V5A 2W1
----------------------------------                           -------------------
(Address of principal executive offices)                          (Zip Code)

                                 1-604-420-7474
            --------------------------------------------------------
               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 17, 1999
   -----------------------------------      ------------------------------------
    Common Stock, $0.001 per share                       10,028,500

<PAGE>
                                      INDEX


                                                                            Page
PART 1.                                                                   Number
                                                                          ------

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

                  Balance Sheet as at March 31, 1999 ....................    4

                  Statement of Operations
                     For the three  months  ended  March 31, 1999 and
                           for the period from July 13, 1998 (Date of
                              Incorporation) to March 31, 1999...........    5

                  Statement of Changes in Shareholders' Equity
                     For the period from July 13, 1998 (Date of
                             Incorporation) to March 31, 1999............    6

                  Statement of Cash Flows
                      For  the three  months  ended  March 31, 1999 and
                           for the period from July 13, 1998 (Date of
                              Incorporation) to March 31, 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 Anyox  Resources Inc. (a  development  stage
company) at March 31, 1999 and the statement of operations and statement of cash
flow for the three  months ended March 31, 1999 and for the period from July 13,
1998  (date  of   incorporation)   to  March  31,  1999  and  the  statement  of
stockholders'  equity for the period from July 13, 1998 (date of  incorporation)
to March 31, 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 March 31,  1999,  are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
1999.

                                       3
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                 March 31, 1999

                      (Unaudited - Prepared by Management)

   ASSETS

   CURRENT ASSETS

        Bank                                                         $    2,055

   OTHER  ASSETS

        Mining claim - Note 3                                                 1
                                                                     ----------
                                                                     $    2,056
                                                                     ==========
   LIABILITIES

         Accounts payable - related party                            $    1,833
         Accounts payable and accrued liabilities                           187
                                                                     ----------
                                                                          2,020
                                                                     ----------
   STOCKHOLDERS' EQUITY

        Common stock
              200,000,000 shares authorized, at $0.001 par
              value, 10,028,500 shares issued and outstanding            10,029

        Capital in excess of par value                                    4,321

        Deficit accumulated during the development stage                (14,314)
                                                                    -----------

              Total Stockholders' Equity                                     36
                                                                    -----------
                                                                    $     2,056
                                                                    ===========



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

                                       4
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

          For the three months ended March 31, 1999 and for period from
               July 13, 1998 (Date of Inception) to March 31, 1999

                      (Unaudited - Prepared by Management)

                                             FOR THE THREE        FROM INCEPTION
                                             MONTHS ENDED               TO
                                             MARCH 31, 1999       MARCH 31, 1999
                                             --------------       --------------

   SALES                                       $        --        $        --
                                               -----------        -----------

   GENERAL  AND  ADMINISTRATIVE  EXPENSES:

        Accounting and audit                         1,700              3,200
        Assessment                                      --              1,833
        Bank charges and interest                        9                 70
        Filing fees - Edgar system                   1,251              1,251
        Foreign exchange                               223                235
        Geological report                              500                500
        Legal                                           --              2,500
        Office expenses                                 --                 12
        Printing                                        99                754
        Rent                                           500                500
        Transfer agent's fees                          478              3,459
                                               -----------        -----------

   NET LOSS                                    $     4,760        $    14,314
                                               ===========        ===========

   NET LOSS PER COMMON SHARE

        Basic                                  $    0.0001        $     0.001
                                               ===========        ===========
   AVERAGE OUTSTANDING SHARES

        Basic                                   10,028,500         10,028,500
                                               ===========        ===========



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

                                       5
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

              For the period from July 13, 1998 (Date of Inception)
                                to March 31, 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 JULY 13, 1998 (date of inception)                             --      $      --        $     --         $     --

Issuance of common shares for cash at
     $0.001 - September 18, 1998                               10,000,000        10,000              --               --

Issuance of common shares for cash at
     $0.10 - October 21, 1998                                      28,500            29           2,821               --

Capital contribution - expenses                                       --             --           1,500

Net operating loss for the period from
     July 13, 1998 to March 31, 1999                                  --             --              --          (14,314)
                                                               ----------      --------        --------         --------

BALANCE MARCH 31, 1999                                         10,028,500      $ 10,029        $  4,321         $(14,314)
                                                               ==========      ========        ========         ========

</TABLE>




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

                                       6
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

        For the three months ended March 31, 1999 and for the period from
               July 13, 1998 (Date of Inception) to March 31, 1999

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

                                                             FOR THE THREE   FROM INCEPTION
                                                              MONTHS ENDED         TO
                                                             MARCH 31, 1999   MARCH 31, 1999
                                                             -------------   --------------
<S>                                                          <C>               <C>
     CASH FLOWS FROM
          OPERATING ACTIVITIES:

          Net loss                                           $ (4,760)         $(14,314)

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

               Increase in accounts payable - related party        --             1,833
               Increase in accounts payable                      (334)              187
                                                             --------          --------

                    Net Cash from Operations                   (5,090)          (12,294)
                                                             --------          --------
     CASH FLOWS FROM INVESTING
          ACTIVITIES:

          Mineral claim                                            --                (1)
                                                             --------          --------
     CASH FLOWS FROM FINANCING
          ACTIVITIES:

               Capital contribution - expenses                  1,500             1,500
               Proceeds from issuance of common stock              --            12,850
                                                             --------          --------

                                                                1,500            14,350
                                                             --------          --------

          Net Increase in Cash                                 (3,594)            2,055

          Cash at Beginning of Period                           5,649                --
                                                             --------          --------

          CASH AT END OF PERIOD                              $  2,055          $  2,055
                                                             ========          ========
</TABLE>

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

                                       7
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1999

                      (Unaudited - Prepared by Management)

1.       ORGANIZATION

         The Company was  incorporated  under the laws of the State of Nevada on
         July 13, 1998 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.

         The Company is in the development stage.

         Since  its  inception  the  Company  has  completed  two  Regulation  D
         offerings of 6,028,500 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 of June 30 but has not  completed
         a full  operating  period  and  therefore  has not filed any income tax
         returns.

         Earnings (Loss) per Share
         -------------------------

         Earning  (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.

                                       8
<PAGE>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1999

                      (Unaudited - Prepared by Management)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         Foreign Currency Translation
         ----------------------------

         The translations of the Company completed in Canadian dollars have been
         translated to US dollars.  Assets and liabilities are translated at the
         year end  exchange  rates and the income and  expenses  at the  average
         rates of exchange prevailing during the period reported on.

         Amortization of Capitalized Mining Claim Costs
         ----------------------------------------------

         The  Company  will  use  successful  efforts  method  to  amortize  the
         capitalized  costs of its mining claims which provides for capitalizing
         the purchase  price of the project and the  additional  costs  directly
         related to providing the properties,  and amortizing these amounts over
         the life of the  mineral  deposit.  All  other  costs are  expensed  as
         incurred.  Unamortized  capitalized  costs  will  be  expensed  if  the
         property is shown to have an  impairment in value or proven to be of no
         value.

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

         At the report date  environmental  requirements  related to the mineral
         leases  acquired (Note 3) are unknown and therefore any 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  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>

                              ANYOX RESOURCES INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1999

                      (Unaudited - Prepared by Management)

3.       PURCHASE OF MINERAL LEASES

         The Company  acquired  mineral  leases for $1.00 from a related  party,
         known  as the Fame #1 and #2,  located  near the  former  town  site of
         Anyox,  British Columbia,  Canada, with an expiration date of September
         25,  1999.  A  geological  study and staking has been  completed by the
         predecessor,  which was expensed, and therefore the predecessor cost is
         considered to be $1.

4.       RELATED PARTY TRANSACTIONS

         Related parties acquired 40% of the common shares issued for cash.

         See Note 3 regarding purchase of mineral leases from a related party.

         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
         specific business opportunities become 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  efforts  to develop  the  mineral  lease  acquired  and  therefore
         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's  management  will  concentrate  its efforts on the Fame #1 and #2
mineral  leases  located  in Anyox,  British  Columbia  during  1999.  It is the
intention of management to  investigate  other mineral  properties in the future
but no effort has been made to date to  identify or to  negotiate  the terms for
acquiring additional mineral properties.  Continuation of the Company as a going
concern is dependent  upon  obtaining  additional  working  capital  either from
advances  from its officers  and/or  directors,  bank  financing or by way of an
issuance of its  capital  stock.  Until  financing  has been  arranged it is the
intention  of the  directors  and  officers  of the  Company  to pay for  future
expenses of the Company as short term loans.

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

The Company will need  additional  working  capital to finance its activities on
the Fame #1 and #2 mineral leases.

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

The Company has had no operations during this reporting period.

                                       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.

                                                     ANYOX RESOURCES INC.
                                                         (Registrant)




           September 17, 1999                /s/         "Mary Hethey"
--------------------------------------    --------------------------------------
                Date                           Mary Hethey - Secretary Treasurer



           September 17, 1999               /s/         "Philip Yee"
--------------------------------------    --------------------------------------
                Date                               Philip Yee -  Director

                                       12
<PAGE>