<PAGE>
                                  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
                           ACT OF 1934 (FEE REQUIRED)

                    For the fiscal year ended April 30, 2001


          ( ) TRANSACTION REPORT PURSUANT TO SECTION 14 OR 15(d) OF THE
              SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

          For the transaction period from                    to


                         Commission File number 0-16602


                              O'HARA RESOURCES, LTD
                 (Exact name of Company as specified in charter)

                  Nevada                                  88-0485907
         (State of Incorporation)              (IRS Employer Identification No.)


100 N. Arlington, Suite 105, Reno, Nevada                   89501
 (Address of principal executive offices)                 (Zip Code)


                                  775-337-7630
                               (Telephone Number)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each share                    Name of each exchange on which registered
      None                                               None

Securities registered pursuant to Section 12 (g) of the Act:

Title of Class
      None


<PAGE>

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

                  Yes [X]   No [ ]

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

State issuer's revenues for its most recent fiscal year:    $   -0-

The aggregate market value on April 30, 2001, of the voting and non-voting
common equity held by non affiliates computed by reference to the price of which
the common equity was sold, or the average bid and asked price of such common
equity was $0.00.

As at April 30, 2001 the aggregate market value of the voting stock held by non
affiliates is undeterminable and is considered to be 0.

                ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                               THE PAST FIVE YEARS

                                 Not applicable

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of January 10, 2002, the Company has Twelve Million, Nine Hundred Seventy
Nine Thousand, Four Hundred Twenty Six (12,979,426) Shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

No annual reports to security holders, proxy or other information statements nor
any prospectus filed pursuant to Rule 454 (b) or (c) under the Securities Act of
1933 is incorporated herein.

None

Transitional small Business Disclosure Format (check one):

Yes      No    X
    ---       ---





<PAGE>

                                    PART ONE


ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

The original registrant was incorporated in 1984, as Jedi Resources, Ltd., under
the laws of the Province of British Columbia, Canada. The name of the original
registrant was changed to O'Hara Resources, Ltd., on May 2, 1985. On October 26,
1990, the original registrant merged with O'Hara Resources, Ltd., a Nevada
corporation incorporated in March, 1990. The Nevada corporation became successor
to all assets and liabilities of the original registrant. The Company's
headquarters address is 100 North Arlington, Suite 105, Reno, Nevada.

The Company is authorized by its articles of incorporation to issue 100 million
shares of common stock, at $0.001 par value, as well as 50 million shares each
of Class A and Class B preferred stock. As of April 30, 2001, there were
55,869,458 shares of common stock issued and outstanding, and no shares of
either Class A or Class B preferred stock issued.

The registrant is engaged in the acquisition, and when and as warranted, the
development of natural resource properties. Since its inception the company has
acquired interest in and undertaken exploration upon eleven groups of mineral
claims scattered across the western United States and the Canadian Province of
British Columbia, in addition to having acquired an interest in a
telecommunications venture. By the end of 1993, the company had allowed its
interest in each of the underlying mineral leases to lapse, and the
telecommunications venture had failed.

During the past fiscal year the company has acquired interests in several
mineral properties: a 5% net smelter royalty on a nickel-cobalt property in Red
Flats, Oregon (Red Flats Project); a 10% non-participating net profits royalty
against Red Dog LLC's Gilbert District, NV, Wollastonite deposit; a 5%
non-participating net profits royalty against the Red Dog gold and silver
property near Mammoth, CA; ownership of the twenty-four (24) nickel-cobalt
claims (Red Flats Project) on which the 5% net smelter royalty was acquired
(referenced below); and a 60% interest in Big Delta Limestone, Ltd. See "Item
2. Description of Property" for information on mining interests owned by the
registrant.

        The Company currently has no employees.

ITEM 2. DESCRIPTION OF PROPERTY

The Red Flats Project is a nickel-cobalt property in Curry County, Oregon. The
Red Flats deposit is located approximately 8 miles southeast of the port of Gold
Beach, Oregon. The project



<PAGE>

consists of twenty four (24) mining claims known as RGI #s1, 2, 3, 4, 5, 6, 7,
8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and 28. The Company
owns a 100% undivided interest in these claims.

The Red Flats deposit is a nickel-cobalt laterite (enriched soils) with
approximate average grades of 0.8% nickel and 0.08% cobalt. Approximately 27
million tons of mineralized material have been indicated from drilling by the
U.S. Bureau of Mines, and by private sector companies (notably Hanna Mining)
that worked there during the 1950's and 1960's. The drilling patterns in total
comprise a rough grid containing approximately 70 shallow holes spaced at 200
foot to 500 foot intervals. No holes have been drilled deeper than 150 feet.

The Red Flats deposit is hosted in highly weathered ultramafic rocks. The
deposit has simple geology, with ore control based on depth of weathering
profiles.

The economically recoverable metals as currently defined are within 100 feet of
the surface. The strong clay development in the weathering zone makes mining a
cheaper proposition than at many other hardrock mines. Mining is anticipated to
be a shallow open pit operation with relatively simple reclamation requirements.

The Pure Wollastonite Group is composed of several wollastonite (calcium
silicate) claims located in the Gilbert Mining District of Nevada near Tonopah,
Nevada. The claims cover more than 1,000 acres, and drilling on part of the
property has defined a two million ton zone containing greater than 60%
Wollastonite. Wollastonite is an important constituent in refractory ceramics
(those ceramics that are resistant to heat) such as refractory tile and is also
used as a filler for paints. It is easily mined in places where it is the major
component of the metamorphosed rock. Wollastonite is also used as a nontoxic
substitute for asbestos in many products. The Company owns a non-participating
10% net profits royalty against this property. The Company does not attribute
value to this royalty because of the geographic remoteness of the property, lack
of infrastructure, and difficulties with recovery of the mineral in processing.

The Red Dog property, located approximately two miles west of Mammoth,
California, contains gold and silver mineralization host in veins, which have
been mined intermittently from 1875 through 1983. Values contained in the veins
exposed in existing underground workings range from nil to greater than 1 ounce
of gold and 19 ounces of silver per ton. No recoverable reserves are known to be
present on the property. The Company owns a 5% non-participating net profits
royalty against the property. The Company does not attribute value to this
royalty because the proximity of the property to the Mammoth ski resort is
likely to cause difficulties with permitting and mine development.

Big Delta Limestone is a private Nevada Corporation which has a joint-tenancy
interest in mining claims which cover a large freshwater limestone deposit in
southern Idaho. The surface deposit, situated 70 miles southeast of Boise,
contains an indicated 24 million tons, with an additional inferred 24 million
tons located by unpatented mining claims. The deposit appears suited to the



<PAGE>

cement, fillers and extenders markets, poised to serve Boise, a large urban area
with an annual growth rate approaching 8%. Southern Idaho does not currently
have any Portland cement producers.

The Company acquired a 60% interest in Big Delta Limestone Ltd. (Big Delta) in
March, 2001, in exchange for 700,000 shares restricted common stock in the
Company, issued to Legend Financial Services LLC, the majority shareholder of
Big Delta; an agreement to issue an additional 305,000 shares restricted common
stock to other interests; an agreement to pay $11,000 to Big Delta Limestone,
Ltd.; and acceptance of marketing agreements already in place. The Company
appointed two of its directors to the Big Delta board of directors.

On April 4, 2001, the aforementioned directors, while conferring with
representatives of the Bureau of Land Management in its Boise, Idaho, offices
regarding development permits for the property, learned that the grade of the
limestone on the Big Delta holdings appeared to be inadequate for the properties
to have been acquired by the means used by Big Delta Limestone, Ltd. It was
further learned that drilling data had been used to support the position of
federal representatives in this matter.

Accordingly, on April 6, 2001, the Company ordered its transfer agent to place a
stop-transfer order against the 700,000 restricted shares of its common stock
issued to Legend Financial Services. The Company requested Big Delta Limestone,
Ltd. to produce data to support the validity of its title to the properties in
question. Big Delta failed to supply the requested data. Performance was
suspended on the remaining covenants in the Company's agreement with Big Delta
pending verification of Big Delta's title to the properties. The Company does
not currently attribute value to those properties, or to its 60% interest in
Big Delta Limestone, Ltd., and considers the acquisition of that interest likely
to be rescinded.

ITEM 3 - LEGAL PROCEEDINGS

The company may become or is subject to investigation, claims or lawsuits
ensuing out of the conduct of its business, including those related to
environmental, safety and health, commercial transactions, etc.. The Company is
currently not aware of any such matters which it believes could have a
materially adverse effect on its financial well-being.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of the registrant's shareholders was held on September 25,
2000. The proposals voted upon at the meeting and the results of such voting
were as follows:

     1. Election of directors to serve for the ensuing year and until their
        successors are



<PAGE>

        duly elected and qualified. The slate of directors proposed by the
        shareholders calling the meeting was elected at the meeting:

     2. Proposed Slate of Directors Elected:

        Name of Director                                  Votes cast for *
--------------------------------------------------------------------------------

        Kevin Chambers                                    4,518,831

        John Hayes                                        4,513,831

        Walter Martin                                     4,513,831

        Gerry Weiner                                      4,513,831

        Mark Bradley                                      4,513,835

        * There were no votes cast against the proposed slate of directors nor
were there any abstentions.

     3. The proposal to direct the President of the Company to file necessary
        documents with the State of Nevada to revive the company was unanimously
        carried.

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED MATTERS

The principal market on which the registrant's shares of common stock are traded
is the NQB Pink Sheets under the symbol OHRL.

High and low sale prices of registrant's common stock on the Pink Sheets for
each period during the past two years are as follows:

         2001 Market Price                 High                   Low

First Quarter                              .10                    .10

         2000 Market Price

First Quarter                                0                      0



<PAGE>



Second Quarter                               0                      0

Third Quarter                              .50                    .20

Fourth Quarter                             .40                    .10


         1999 Market Price

There was no established trading market for the registrant as to common stock in
1999.

The appropriate number of shareholders of the registrant's common stock as of
January 10, 2002 was Six Hundred Eighty (680).

No cash dividends were declared during the fiscal years ending April 30, 2000
and 2001.

The registrant sold, for other than cash, the following shares:

<TABLE>
<CAPTION>
Date          Name                 Shares         Reason
-------------------------------------------------------------------------------------------------------
<S>           <C>                  <C>            <C>
2/22/2001     Mark Bradley           390,000      Service and repayments on loan

              Kevin Chambers       4,500,000      Repayment of start up costs of $45,000

              Walter Martin          509,000      Service

              Robert Vrooman       1,830,000      Service

              Gerry Weiner            50,000      Service

              Gold Dogs LLC        1,615,200      Royalties purchase: Red Flats, OR 5% nsr,
                                                  Gilbert, NV 10% npi, Red Dog, CA 5% npi

              Red Gold Inc.        2,500,000      Purchase of Red Flats, OR mining claims

              Donald Zandstra         50,000      Option payment, Carr Mine, CA

3/23/2001     Legend Financial       700,000      Acquisition of 60% of Big Delta
              Services                            Limestone

              Mark Bradley           357,500      Service and repayments on loan

              Kevin Chambers         400,000      Service
</TABLE>


<PAGE>

              Walter Martin          340,000      Service

              Robert Vrooman         400,000      Service


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         RESULTS OF OPERATIONS - FY2001 Compared to FY2000

The Company elected a new board of directors in the second quarter of FY2001 at
a special shareholders meeting. The Company completed the acquisition of a
nickel-cobalt mineral deposit on share exchange and rental basis in the third
quarter of FY2001. The staffing consisted of professional services contributed
by officers in exchange for shares, and one part-time contract office manager.
The Company leased office space in the third quarter of FY2001 in Reno, Nevada.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2001 the Company had Eighteen Thousand, Two Hundred Twenty
Dollars ($18,220) in cash and receivable notes. Total stockholders' equity was
Six Hundred Ninety Seven Thousand, Seven Hundred Ninety Eight Dollars
($697,798). Expenses related to renewed activity of the Company amounted to Four
Hundred Ninety Seven Thousand, Three Hundred Twenty Seven Dollars ($497,327).
The capital share structure of the Company changed from Forty Two Million, Two
Hundred Twenty Seven Thousand, Seven Hundred Seventy Eight (42,227,758) common
shares issued and outstanding at April 30, 2000 to Fifty Five Million, One
Hundred Sixty Nine Thousand, Four Hundred Fifty Eight (55,169,458) common shares
issued and outstanding at April 30, 2001. Based on weighted average shares
outstanding, the Company sustained a loss of $0.01/share in FY2001.

PROPERTIES

The Company leased 1,776 sq. ft. of office space and parking in Reno, Nevada in
the third quarter of FY2001. Total lease payments for the office and parking are
One Thousand, Four Hundred Twenty Five Dollars ($1,425) per month. Office
furnishings, including phones and equipment, were purchased for Three Thousand,
Six Hundred Forty Three Dollars ($3,643).

In the third quarter of FY2001, in southwest Oregon the Company acquired 24
unpatented mining claims, plus an overriding 5% royalty, which contain broadly
distributed nickel and cobalt values of 0.8% and 0.08% respectively, in exchange
for Four Million, One Hundred Fifteen Thousand, Two Hundred (4,115,200) shares
restricted common stock. The Company staked an additional 38 claims adjacent to
the core block. Annual rental fees of Six Thousand, Two Hundred Dollars ($6,200)
are due to the U.S. Bureau of Land Management plus Three Hundred Forty-One
Dollars ($341.00) to the local County recorder in Curry County, Oregon. The
property formerly was drilled by the U.S. Bureau of Mines and by Hanna Mining
during the 1950's and 1960's. The



<PAGE>

Company intends to implement a detailed infill drilling program to attempt to
establish an ore reserve, and is in the initial permitting phase of this
program. The Company believes that the resource can be expanded from the
previously defined but open-ended 4.5 million tons to more than 20 million tons
based on information contained in Federal and state reports.

INCOME TAXES

The Company's present net operating loss carryforward of Four Million, Five
Hundred Seven Thousand, Thirty Five Dollars ($4,507,035) arises for operations
from inception on February 2, 1984 through April 30, 2001. The present net
operating loss carryforward of the Company will begin to expire in the year
2006.

The Company does not anticipate that it will have taxable income during the
carryforward period because of the applicable net operating loss.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This report on Form 10-KSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
facts included in this report, including, without limitation, statements under
"Description of Business", "Description of Property" and "Management's
Discussion and Analysis or Plan of Operation" regarding the Company's financial
position, reserve quantities and net present values, business strategy, plans
and objectives of management of the Company for future operations and capital
expenditures, are forward-looking statements and the assumptions upon which such
forward-looking statements are based are believed to be reasonable. The Company
can give no assurance that such expectations and assumptions will prove to be
correct. Reserve estimates of mineral and oil and gas properties are generally
different from the quantities of minerals or oil and natural gas that are
ultimately recovered or found. This is particularly true for estimates applied
to exploratory prospects. Additionally, any statements contained in this report
regarding forward-looking statements are subject to various known and unknown
risks, uncertainties and contingencies, many of which are beyond the control of
the Company. Such things may cause actual results, performance, achievements or
expectations to differ materially from the anticipated results, performance,
achievements or expectations. Factors that may affect such forward-looking
statements include, but are not limited to: the Company's ability to generate
additional capital to complete any planned drilling and exploration activities;
risks inherent in natural resource acquisitions, exploration, drilling,
development and production; price volatility of commodities; competition;
shortages of equipment, services and supplies; government regulation;
environmental matters; financial condition of the other companies participating
in the exploration, development and production of various natural resources; and
other matters beyond the Company's control. All written and oral forward-looking
statements attributable to the Company or persons acting on its behalf
subsequent to the date of this report are expressly qualified in their entirety
by this disclosure.



<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

The financial statements of the Company are included as an attachment following
the signature page of this Form 10-KSB.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The prior accountants for the Company, Rennie & Company, were domiciled in
Canada. It was determined by the Company's Board of Directors that its interests
would best be served by retaining accountants within the United States. The
former accountants expressed no adverse opinion and the Company has no
disagreements with the former accountants. The report by the Company's present
accountants, Chisholm & Associates, expressed the opinion that, because of the
financial condition of the Company, there is substantial doubt about the
Company's ability to continue as a going concern. This opinion is expressed in
Note 5 to the financial statements attached hereto as an exhibit.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(c) OF THE EXCHANGE ACT.

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

<TABLE>
<CAPTION>
         NAME                     AGE           POSITION WITH COMPANY
--------------------------------------------------------------------------------
<S>                               <C>           <C>

         Kevin Chambers           47            Chairman and President

         Mark Bradley             43            Director and Vice President

         Walter Martin            47            Director and Secretary/Treasurer

         Robert Vrooman           45            Director and General Counsel

         Gerry Weiner             68            Director
</TABLE>

Kevin Chambers, Chairman and President, studied petroleum and mining engineering
at the University of Alaska. Mr. Chambers has designed and operated profitable
operations for 22 years. He is a successful entrepreneur and the primary
coordinator behind reviving the Company.

Mark Bradley, Director and Vice President of Exploration, has an M.Sc. In
Economic Geology from the University of Arizona at Tucson. Mr. Bradley has 22
years of experience in minerals exploration and mine development. He has worked
for Placer Dome for the past 11 years, primarily in Nevada.



<PAGE>

Walter Martin, Director and Secretary/Treasurer of Corporate Development, has a
B.Sc. In Geology for the University of Washington and an M.Sc. In Geology from
Eastern Washington University. Mr. Martin has 22 years experience in minerals
exploration and mine and corporate development. He also has worked for Placer
Dome in Nevada, and most recently has run a Toronto-based junior mining company
as its President.

Robert Vrooman, Director and General Counsel, has degrees in mining engineering,
business and law. Mr. Vrooman has 20 years experience in these fields, with
extensive experience in mining and environmental law.

Gerry Weiner, Director, is a graduate pharmacist. He is a former Member of
Canada's Parliament and served as a senior Cabinet Minister in two successive
governments as Secretary of State, Minister of Immigration, and Minister of
Citizenship in an 18-year career.




NAME OF THE DIRECTORS, OFFICERS OR NONOFFICIAL OWNERS OF MORE THAN 10% OF
REGISTRANT'S COMMON STOCK FILED ON A TIMELY BASIS REPORTS REQUIRED BY SECTION
16(a) DURING 2000 OR PRIOR YEARS.

Because of the registrant's failure to maintain current filings there arose a
question whether filing pursuant to Section 16(a) was necessary.

ITEM 10 - EXECUTIVE COMPENSATION

Kevin Chambers, President, Chairman and Chief Executive Officer of registrant
was paid One Hundred Twenty Thousand Dollars ($120,000.00) as wages during the
fiscal year ended April 30, 2001. These wages were immediately converted to
common stock at Five Cents ($0.05) per share. No executive officer of the
registrant, excluding Mr. Chambers had an annual salary exceeding One Hundred
Thousand Dollars ($100,000).

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a) The following table shows as of April 30, 2001, stock ownership of all
persons known by management, to be beneficial owners of more than 5% of the
common stock of registrant.

Name and Address               Amount and Nature            Percentage
of Beneficial Owner            of Beneficial Owner          of Class
--------------------------------------------------------------------------------


Kevin Chambers                 4,709,205 Shares              8.43%(1)



<PAGE>

100 N. Arlington, Suite 105
Reno, NV 89501

Estate of James Farrell        7,005,802 Shares             12.54%(1)
Address Unknown

(1) Percentage and number of shares is based in the shares outstanding on April
30, 2001 and does not take into consideration any subsequent issuance of shares
or action which may effect the number of outstanding shares of the registrant.

(b) The securities of registrant beneficially owned by all directors and
officers, and by directors and officers of registrant as a group, as of April
30, 2001.

<TABLE>
<CAPTION>
Title                      Name and Address                     Amount and Nature                  Percentage
of Class                   of Beneficial Owner                  of Beneficial Owner                of Class
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                  <C>                                <C>
Common Stock               Kevin Chambers                           4,709,205                        8.43%
$0.001 par value           100 N. Arlington, Suite 105
                           Reno, NV 89501

                           Robert Vrooman                           2,230,000                        3.99%
                           925 Pacific Court
                           Walnut Creek, CA 94598

                           Mark Bradley                             1,047,500                        1.87%
                           5275 W. 7th #131
                           Reno, NV 89523

                           Walter Martin                              759,000                        1.36%
                           1639 Hoyt
                           Reno, NV 89509

                           Gerry Weiner                                50,000                         0.9%
                           3495 Du Musee, Ste. 204
                           Montreal, Quebec H3G 2C8
</TABLE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Financial statements are included herein as an attachment.

(a) Description of Exhibits required to be filed by Item 601 of Regulation S-B.

(The numbers shown below, next to each exhibit, are keyed to Exhibit Table of
Item 601 of Regulation S-B)

(10) Material Contracts

         A.  Agreement for acquisition of "Red Gold" claims.

         B.  Quit Claim Deed to "Red Gold" claims.

         C.  Agreement for acquisition of "Gold Dog" claims.

The Registrant did not file any reports in Form 8-K during its year ending April
30, 2001.


<PAGE>


                                   Signatures

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

/s/ Kevin Chambers                                    February 5, 2002
----------------------------------                    -----------------
Kevin Chambers, Director/President                    Date


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

/s/ Kevin Chambers                                    February 5, 2002
----------------------------------                    -----------------
Kevin Chambers, President/Director                    Date


/s/ Mark Bradley                                      February 5, 2002
----------------------------------                    -----------------

Mark Bradley, Vice President/Director                 Date


/s/ Walter Martin                                     February 5, 2002
-------------------------------------------           -----------------
Walter Martin, Secretary/Treasurer/Director           Date



<PAGE>
                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                             APRIL 30, 2001 AND 2000


<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)


                                    CONTENTS


INDEPENDENT AUDITOR'S REPORT

FINANCIAL STATEMENTS

     Balance Sheets


     Statements of Operations


     Statements of Stockholders' Equity


     Statements of Cash Flows


     Notes to Financial Statements


<PAGE>
                          Independent Auditors' Report

To the Board of Directors
and Stockholders of
O'Hara Resources, Ltd.

We have audited the accompanying balance sheets of O'Hara Resources, Ltd. (a
development stage company) (a Nevada corporation) as of April 30, 2001 and 2000
and the related statements of operations, stockholders' equity and cash flows
for the years then ended and from inception on February 2, 1984 through April
30, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of O'Hara Resources, Ltd. as of
April 30, 2001 and 2000 and the results of its operations and cash flows for the
years then ended and from inception on February 2, 1984 through April 30, 2001
in conformity with generally accepted accounting principles in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has little operating capital, no revenues and
is dependent on financing to continue operations. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in the Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Chisholm & Associates
North Salt Lake,  Utah
November 28, 2001

<PAGE>

                              O'Hara Resources LTD.
                          (A Development Stage Company)
                                 Balance Sheets



                                                           ASSETS
<TABLE>
<CAPTION>
                                                                                                      April 30,          April 30,
                                                                                                       2001                2000
                                                                                                     -----------        -----------
<S>                                                                                                  <C>                <C>
CURRENT ASSETS:
     Cash                                                                                                 $1,220        $        --
     Notes receivable - related party                                                                     17,000                 --
                                                                                                     -----------        -----------
             Total Current Assets                                                                         18,220                 --
                                                                                                     -----------        -----------

PROPERTY, PLANT & EQUIPMENT, NET                                                                           3,685                 --
                                                                                                     -----------        -----------

OTHER ASSETS
     Mining claims                                                                                       625,000                 --
     Royalty agreement buyback - mining claims                                                           153,800                 --
     Option - mining claim                                                                                 2,500                 --
                                                                                                     -----------        -----------
             Total Other Assets                                                                          781,300                 --
                                                                                                     -----------        -----------
TOTAL ASSETS                                                                                            $803,205        $        --
                                                                                                     ===========        ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)


CURRENT LIABILITIES:
     Accounts payable                                                                                     $9,304            $25,000
     Accrued expenses                                                                                     31,851                 --
     Current portion of long-term liabilities                                                             64,252                 --
                                                                                                     -----------        -----------
             Total Current Liabilities                                                                   105,407             25,000
                                                                                                     -----------        -----------

LONG-TERM LIABILITIES
     Note payable                                                                                         47,252                 --
     Note payable - related party                                                                         17,000                 --
     Less:  current portion of long-term liabilities                                                     (64,252)                --
                                                                                                     -----------        -----------
             Total Long-Term Liabilities                                                                      --                 --
                                                                                                     -----------        -----------

STOCKHOLDERS' EQUITY/(DEFICIT):
     Preferred stock, Series A, $.001 par value; 50,000,000 shares
         authorized; $.001 par value, no shares issued and outstanding                                        --                 --
     Preferred stock, Series B, $.001 par value; 50,000,000 shares
         authorized; $.001 par value, no shares issued and outstanding                                        --                 --
     Capital stock, $.001 par value; 100,000,000 shares authorized;
        55,169,458 and 42,227,758 shares issued and 54,169,458 and
        42,227,758 shares outstanding, respectively                                                       54,169             42,228
     Additional paid-in capital                                                                        8,534,503          7,326,319
     Deficit accumulated during the development stage                                                 (7,890,874)        (7,393,547)
                                                                                                     -----------        -----------
             Total Stockholders' Equity/(Deficit)                                                        697,798            (25,000)
                                                                                                     -----------        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)                                                    $803,205        $        --
                                                                                                     ===========        ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements

<PAGE>
                              O'Hara Resources LTD.
                          (A Development Stage Company)
                             Statement of Operations
<TABLE>
<CAPTION>
                                                                                                                  From Inception
                                                                               Year Ended                       (February 2, 1984)
                                                                    ----------------------------------               Through
                                                                       April 30,           April 30,                 April 30,
                                                                          2001                2000                      2001
                                                                    ------------          ------------              ------------
<S>                                                                 <C>                   <C>                       <C>
SALES, Net of Returns, Allowances and Discounts                               --                    --                         --

COST OF SALES                                                                 --                    --                         --
                                                                    ------------          ------------               ------------

Gross profit                                                                  --                    --                         --

EXPENSES:
    Write-off of mineral properties                                           --                    --                  3,709,031
    Depreciation and amortization                                             --                    --                    179,612
    General and administrative expenses                                  497,327                    --                  4,018,583
                                                                    ------------                  ----               ------------

               Total expenses                                            497,327                    --                  7,907,226
                                                                    ------------                  ----               ------------

NET (LOSS) before other items                                           (497,327)                   --                 (7,907,226)

OTHER INCOME (EXPENSE)
     Interest income                                                          --                    --                     16,352
                                                                    ------------          ------------               ------------

               Total other income                                             --                    --                     16,352
                                                                    ------------          ------------               ------------

NET (LOSS) BEFORE TAXES                                                 (497,327)                   --                 (7,890,874)

PROVISIONS FOR INCOME TAXES                                                   --                    --                         --
                                                                    ------------          ------------               ------------

NET (LOSS)                                                             $(497,327)                  $--                $(7,890,874)
                                                                    ============          ============               ============

EARNINGS (LOSS) PER COMMON SHARE                                          $(0.01)                  $--               $         --
                                                                    ============          ============               ============

WEIGHTED AVERAGE SHARES OUTSTANDING                                   45,538,391            42,227,758
                                                                    ============          ============
</TABLE>


   The accompanying notes are an integral part of these financial statements


<PAGE>

                              O'Hara Resources LTD.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
              From Inception on February 2, 1984 To April 30, 2001


<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                                          Capital Stock               Additional       During the
                                                      ---------------------------       Paid-in        Development
                                                         Shares         Amount          Capital          Stage             Total
                                                      -----------     -----------     -----------     -----------      -----------
<S>                                                   <C>             <C>             <C>             <C>              <C>
Balance-April 30, 1990                                 21,193,622         $21,194      $6,591,540     $(3,383,839)      $3,228,895

Stock issued for purchase of mineral property           5,600,000           5,600         344,400              --          350,000

Stock issued for exercise of stock options              1,500,000           1,500         253,500              --          255,000

Stock issued for settlement of debt                     2,225,680           2,226         136,879              --          139,105

Stock issued for services                              11,708,456          11,708              --              --           11,708

Net loss from May 1, 1990 through April 30, 1997               --              --              --      (4,009,708)      (4,009,708)
                                                      -----------     -----------     -----------     -----------      -----------

Balance-April 30, 1997                                 42,227,758          42,228       7,326,319      (7,393,547)         (25,000)

Net loss for the year ended April 30, 1998                     --              --              --              --               --
                                                      -----------     -----------     -----------     -----------      -----------

Balance-April 30, 1998                                 42,227,758          42,228       7,326,319      (7,393,547)         (25,000)

Net loss for the year ended April 30, 1999                     --              --              --              --               --
                                                      -----------     -----------     -----------     -----------      -----------

Balance-April 30, 1999                                 42,227,758          42,228       7,326,319      (7,393,547)         (25,000)

Net loss for the year ended April 30, 2000                     --              --              --              --               --
                                                      -----------     -----------     -----------     -----------      -----------

Balance-April 30, 2000                                 42,227,758          42,228       7,326,319      (7,393,547)         (25,000)
                                                      -----------     -----------     -----------     -----------      -----------

Stock issued for services and expense reimbursements    8,776,500           8,776         430,049              --          438,825

Stock issued for purchase of mining claims              2,500,000           2,500         622,500              --          625,000

Stock issued for option to purchase mining claim           50,000              50           2,450              --            2,500

Stock issued for buyback of royalty
 agreement for mining claims                              615,200             615         153,185              --          153,800

Stock issued to escrow for buyback of royalty
 agreement for mining claims                            1,000,000              --              --              --               --

Net loss for the year ended April 30, 2001                     --              --              --        (497,327)        (497,327)
                                                      -----------     -----------     -----------     -----------      -----------

Balance-April 30, 2001                                 55,169,458         $54,169      $8,534,503     $(7,890,874)        $697,798
                                                      ===========     ===========     ===========     ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements


<PAGE>
                              O'Hara Resources LTD
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                                  From Inception
                                                                                                                    (February 2,
                                                                                    Year Ended                         1984)
                                                                             -------------------------------          Through
                                                                             April 30,           April 30,           April 30,
                                                                               2001                2000                 2001
                                                                            -----------          -----------       -----------
<S>                                                                          <C>                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                $  (497,327)         $        --       $(7,890,874)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Write-off of mineral properties, fixed assets
              and investments                                                         --                   --         3,709,031
             Depreciation and amortization                                            --                   --           179,612
             Stock issued for services and expense reimbursements                438,825                   --           450,533
          Changes in assets and liabilities:
             Increase (decrease) in accounts payable                             (15,696)                  --             9,304
             Increase (decrease) in accrued expenses                              31,851                   --            31,851
                                                                             -----------          -----------       -----------

             Net cash used in operating activities                               (42,347)                  --        (3,510,543)
                                                                             -----------          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of fixed assets                                                     (3,685)                  --        (1,593,504)
     Acquisitions of mineral property interests                                       --                   --        (1,448,942)
     Purchase of investments                                                          --                   --          (244,882)
     Payments for notes receivable                                               (17,000)                  --           (17,000)
                                                                             -----------          -----------       -----------

             Net cash used in investing activities                               (20,685)                  --        (3,304,328)
                                                                             -----------          -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of common stock                                                        --                   --         6,751,839
     Proceeds from notes payable                                                  64,252                   --            64,252
                                                                             -----------          -----------       -----------

             Net cash used in financing activities                                64,252                   --         6,816,091
                                                                             -----------          -----------       -----------

             Net Increase (decrease) in Cash                                       1,220                   --             1,220

CASH AT BEGINNING PERIOD                                                              --                   --                --
                                                                             -----------          -----------       -----------

CASH AT END OF PERIOD                                                        $     1,220          $        --       $     1,220
                                                                             ===========          ===========       ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

     Cash paid for interest                                                  $        --          $        --       $        --
                                                                             ===========          ===========       ===========

     Cash paid for income taxes                                              $        --          $        --       $        --
                                                                             ===========          ===========       ===========

     Non-cash activities:
     Stock issued for purchase of mining claims                              $   625,000          $        --       $   975,000
                                                                             ===========          ===========       ===========
     Stock issued for option to purchase mining claims                       $     2,500          $        --       $     2,500
                                                                             ===========          ===========       ===========
     Stock issued for royalty agreement buyback - mining claims              $   153,800          $        --       $   153,800
                                                                             ===========          ===========       ===========
     Stock issued for services and expense reimbursements                    $   438,825          $        --       $   450,533
                                                                             ===========          ===========       ===========
     Stock issued for settlement of debt                                     $        --          $        --       $   139,105
                                                                             ===========          ===========       ===========
     Stock issued for exercise of stock options                              $        --          $        --       $   255,000
                                                                             ===========          ===========       ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>



                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  THE COMPANY

         O'Hara Resources Ltd. (the Company), a development stage company, was
         organized on February 2, 1984 as a British Columbia Corporation. The
         Company was merged into a Nevada corporation on October 26, 1990. On
         November 10, 1990, the Company filed a Form 20-F, whereby it registered
         itself with the Securities and Exchange Commission.

         In 1991, the Company lost the mineral properties it had acquired,
         ceased operations and liquidated any assets to pay off existing
         liabilities. It has remained in the dormant development stage through
         April 30, 2001.

         The Company is currently evaluating business opportunities to merge
         with in order to establish operations, and is developing a business
         plan.

NOTE  2  -  SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant accounting policies of O'Hara Resources
         Ltd.(the Company) is presented to assist in understanding the Company's
         financial statements. The financial statements and notes are
         representations of the Company's management, which is responsible for
         their integrity and objectivity. These accounting policies conform to
         generally accepted accounting principles and have been consistently
         applied in the preparation of the financial statements.

         Accounting method - The Company's financial statements are prepared
         using the accrual method of accounting.

         Earnings (Loss) Per Share - The Company adopted Statement of Financial
         Accounting Standard No. 128, "Earnings per Share"("SFAS No. 128"),
         which is effective for annual periods ending after December 15, 1997.
         Earnings (loss) per share are computed based on the weighted average
         number of shares outstanding.

         No changes in the computations of diluted earnings per share amounts
         are presented since there were no capital stock transactions that would
         serve to dilute common shares.

         Income Taxes - The Company accounts for income taxes using the asset
         and liability method. The differences between the financial statement
         and tax bases of assets and liabilities is determined annually.
         Deferred income tax assets and liabilities are computed for those
         differences that have future tax consequences using the currently
         enacted tax laws and rates that apply to the period in which they are
         expected to affect taxable income. Valuation allowances are
         established, if necessary, to reduce deferred tax asset accounts to the
         amounts that will more likely than not be realized. Income tax expense
         is the current tax payable or refundable for the period, plus or minus
         the net change in the deferred tax asset and liability accounts.



<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE  2  -  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Statement of Cash Flows - The Company considers (if and when they have
         any) all highly liquid investments with maturities of three months or
         less to be cash equivalents.

         Use of Estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Property, Plant & Equipment - Property, plant and equipment are carried
         at cost. Depreciation and amortization is computed on the straight-line
         method over the estimated useful lives of the assets. The Company has
         adopted Statement of Financial Accounting Standard No. 121, "Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS No. 121"). As provided by SFAS No. 121, when
         indicators of impairments of long-lived assets are discovered and the
         undiscounted cash flows estimated to be generated by those assets are
         less than the carrying amount, the Company recognizes an impairment
         loss. During the year ended April 30, 2001 and 2000, no impairment
         losses have been recorded.

         Comprehensive Income - The Company adopted Statement of Financial
         Accounting Standard No. 130, "Comprehensive Income"("SFAS No. 130"),
         which is effective for annual periods ending after December 15, 1997.
         As provided by SFAS No. 130, reclassification adjustments to prior year
         amounts are reported in a separate statement of comprehensive income
         along with current year components of comprehensive income. For all
         periods presented in these financial statements, comprehensive
         income(loss) was equal to net income(loss), therefore, no separate
         statement has been presented.

         Reclassifications - Certain prior year amounts have been reclassified
         to conform with 2000 classifications.

         Issuance of Shares - Valuation of shares for services and other
         acquired assets were based on the fair market value per share of common
         stock on the date of the transaction.

NOTE   3  -  GOING CONCERN

         The Company's financial statements have been presented on the basis
         that it is a going concern, which contemplates the realization of
         assets and the satisfaction of liabilities in the normal course of
         business. The Company incurred net losses of $7,890,874 for the period
         from February 2, 1984(inception) through April 30, 2001. These factors,
         among others, raise substantial doubt as to the Company's ability to
         obtain debt and/or equity financing and achieve profitable operations.

         The Company's management intends to raise additional operating funds
         through equity and/or debt offerings. However, there can be no
         assurance management will be successful in its endeavors. Ultimately,
         the Company will need to achieve profitable operations in order to
         continue as a going concern.

         These conditions raise substantial doubt about the Company's ability to
         continue as a going concern. The financial statements do not include
         any adjustments to reflect the possible future effects on the
         recoverability and classification of assets or the amounts and
         classification of liabilities that may result from the outcome of this
         uncertainty.


<PAGE>
                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE   4  -  DEVELOPMENT STAGE COMPANY

         The Company is a development stage company as defined in Financial
         Accounting Standards Board Statement No. 7. From February 2, 1984
         through the date of these financial statements, the Company did not
         have any earnings from operations.

NOTE   5  -  INCOME TAXES

         Deferred income taxes arise from temporary differences resulting from
         income and expense items reported for financial accounting and tax
         purposes in different periods. Deferred taxes are classified as current
         or non-current, depending on the classification of the assets and
         liabilities to which they relate. Deferred taxes arising from temporary
         differences that are not related to an asset or liability are
         classified as current or non-current depending on the periods in which
         the temporary differences are expected to reverse.

         Amounts for deferred tax assets are as follows:


<TABLE>
<CAPTION>
                                                                   April 30,            April 30,
                                                                    2001                  2000
<S>                                                           <C>                       <C>
         Deferred tax asset, net of valuation allowances
           as per below                                       $                   -     $                   -
                                                              =====================     =====================

</TABLE>

         The following temporary differences gave rise to the deferred tax asset
         at April 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                                                   April 30,          April 30,
                                                                     2001               2000
                                                                   ---------          ---------
<S>                                                               <C>              <C>
         Tax benefit of net operating loss
           carry-forward                                          $ 1,532,392      $   1,363,301

         Valuation allowance for judgment of
            realizability of net operating loss
            carry-forward in future years                          (1,532,392)        (1,363,301)
</TABLE>


         Because the Company has not generated taxable income since its
         inception, no provision for income taxes has been made. The Company can
         carry-forward $4,507,035 in net operating losses as follows:



<TABLE>
<CAPTION>
                  Year Ended
                  April 30,
                  ---------
<S>                                                           <C>
                  2006                                        $  4,009,708
                                                              ============

                  2021                                        $    497,327
                                                              ------------
</TABLE>



<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE   6  -  PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consists of the following at April 30,
         2001 and 2000:

<TABLE>
<CAPTION>
                                                     2001                  2000
                                                     ----                  ----

<S>                                         <C>                     <C>
Furniture and equipment                     $         3,685         $            --
Less:Accumulated depreciation                            --                      --
                                            ---------------         ---------------
  Net Property, plant and equipment         $         3,685         $            --
                                            ===============         ===============
</TABLE>

         No depreciation has been recorded for the years ended April 30, 2001
         and 2000.

NOTE   7  -  ROYALTY AGREEMENT BUYBACK - MINING CLAIMS

         In November 2000, the Company entered into an agreement to buyback a
         royalty agreement on the mining claims which were acquired by the
         Company during the year. Per the agreement, the Company issued 615,200
         shares of its common stock and placed 1,000,000 shares of its common
         stock into escrow. The 1,000,000 shares are to be returned to the
         Company if the Company's common stock reaches $2.25 on or before
         November 1, 2001.

NOTE   8  -  MINING CLAIMS

         The Company has recorded costs of $625,000 in its exploratory stage
         mining claims at April 30, 2001. The ultimate realization of the
         Company's carrying cost in these assets is dependent upon the discovery
         and the ability of the Company to finance successful exploration and
         development of ore deposits, if any, in the mining claims in sufficient
         quantities for the Company to recover its recorded costs or to sell
         such assets for more than their recorded values. The ultimate
         realization of the carrying costs in the mining claims at April 30,
         2001, cannot presently be determined. No provisions for any possible
         revaluation of the assets has been made in the financial statements.

NOTE   9  -  LONG-TERM LIABILITIES

         Long-term liabilities are detailed as follows as of April 30, 2001 and
         2000:


<TABLE>
<CAPTION>
                                                                              2001             2000
                                                                             -------         ----------
<S>                                                                          <C>             <C>
Notes Payable - Related Party:

Note payable to an officer, due in monthly payments of $1,558, which
includes $558.33 in cash and 20,000 shares of common stock valued at
$.05 per share, including interest at 10%. The note matures on
January 31, 2002                                                             $ 17,000        $       --
                                                                             -------         ----------

Total Notes Payable - Related Party                                           17,000                 --
                                                                             -------         ----------
</TABLE>


<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE   9  -  LONG-TERM LIABILITIES (CONTINUED)


<TABLE>
<CAPTION>
                                                                               2001                        2000
                                                                                ----                       ----
<S>                                                                             <C>                       <C>
         Notes Payable:

         Note payable to an individual, due in monthly payments
         of  $4,167,  including interest at 10%.  The note matures
         on March 12, 2002.                                                      47,252                            -
                                                                                ---------                 ----------

         Total Notes Payable                                                     47,252                            -
                                                                                ---------                 ----------

         Total Long-Term Liabilities                                            $ 64,252                  $        -
                                                                                ---------                 ----------

         Less: Current Portion - Related Party                                  (17,000)                           -
         Less: Current Portion                                                  (47,252)                           -
                                                                                ---------                 ----------

         Total Current Portion                                                  (64,252)                           -
                                                                                ---------                 ----------

         Total Long-Term Liabilities                                            $     -                   $        -
                                                                                ---------                 ----------
</TABLE>

NOTE   10  -  EARNINGS (LOSS) PER SHARE

<TABLE>
<CAPTION>
                                                Income(Loss)           Shares           Per-Share
                                                (Numerator)         (Denominator)        Amount
                                                -----------         -------------        ------
<S>                                           <C>                    <C>            <C>
For the year ended April 30, 2001:
     Basic EPS
     Income (loss) to common shareholders     $          497,327     45,538,391     $             0.01
                                              ------------------     ----------     ------------------
For the year ended April 30, 2000:
     Basic EPS
     Income (loss) to common shareholders     $               --     42,227,758     $               --
                                              ------------------     ----------     ------------------
</TABLE>

NOTE   11  -  RELATED PARTY TRANSACTION

         Prior to February 2001, the Company currently utilizes office space on
         a rent free basis from an officer and director of the Company until
         revenue generating operations commence. The value of the rent has been
         deemed to be of nominal value.

         The Company received $17,000 from an officer during the year ended
         April 30, 2001. The terms of the note payable are discussed in Note 9.

         The Company loaned a company under common management $17,000 during the
         year ended April 30, 2001. There are no monthly payments required,
         interest is due at 10% annually and matures on March 23, 2002.

         The Company issued 8,776,500 shares of its common stock to officers and
         directors for services and expense reimbursements valued at $438,825
         during the year ended April 30, 2001..



<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE   12  -  COMMITMENTS AND CONTINGENCIES

         In February 2001, the Company entered into an operating lease agreement
         for office space. The lease requires monthly payments of $1,200 and
         expires in January 2002. Rent expense for the year ended April 30,
         2001 was $3,600. The future minimum lease payments for the period May
         2001 to January 2002 is $10,800.

NOTE   13  -  SUBSEQUENT EVENTS

         During October 2001, the Company's common stock reached a fair market
         value of $2.25 per share. Per the royalty purchase agreement (see Note
         7), the 1,000,000 of the Company's common stock in escrow are to be
         returned. The Company is currently negotiating the return of these
         shares.




<PAGE>
                                 EXHIBIT INDEX


Exhibit Number         Exhibit Title
--------------         -------------

   (10)A               Agreement for acquisition of "Red Gold" claims.

   (10)B               Quit Claim Deed to "Red Gold" claims.

   (10)C               Agreement for acquisition of "Gold Dog" claims.