SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.  20549
FORM  10-K

ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d)  OF
THE  SECURITIES  EXCHANGE  ACT  OF  1939

For  the  Fiscal  Year  Ended                           Commission File Number
     June  30,  1997                                                   0-12570

                        AMERICAN EAGLE RESOURCES, INC.
            (Exact name of registrant as specified in its charter.)

          Delaware                                              95-3494141
    (State  or  other  jurisdiction  of                      (I.R.S. Employer
     incorporation  or  organization)                      Identification No.)

                  P.O. Box 859,  Virginia City, Nevada 89440
         -------------------------------------------------------------
              (Address of principal executive offices)(Zip Code)

                                (702) 246-0761
                       ---------------------------------
                        (Registrant's telephone number)

         SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
          None                                           None
    (Title  of  Each  Class)                  (Name of Each Exchange on Which
          Registered)


         SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
     Common  Stock,  par  value  $0.01                   None
        (Title of Each Class)               (Name of Each Exchange on Which
                                                      Registered)

     Indicate  by  check  mark  whether  the Company (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
Company  was  required  to file such reports) and (2) has been subject to such
filing  requirements  for  the past 90 days.  Yes ___X____       No _________.
                                                     -

     The  aggregate market value of the voting stock held by non-affiliates of
the  Company  cannot  be  readily  determined:  see page 13 Item 5, Market for
Company's  Common  Equity  and  Related  Stockholder  Matters.

     The  number  of shares of common stock of the Company outstanding at June
30,  1997  -    5,400,000.

TABLE  OF  CONTENTS

PART    I                                                                 Page

tem    1.  Business:                                                         4
a.          General  Development  of  Business                               4
b.          Financial  Information  about  Industry  Segments
5
c.          Narrative Description of Business                                5

Item    2.  Properties:                                                      9
a.          General                                                          9
b.          Golden Eagle Mine (Formerly the Flowery Project)                 9
c.          Occidental  Claims                                              13

Item    3.  Legal  Proceedings                                              13

Item    4.  Submission  of  Matters  to  a  Vote  of  Security  Holders:    13

PART  II

Item    5.  Market  for  Company's  Common  Equity  and  Related
            Stockholder  Matters.                                           14
a.          Market  Information                                             14
b.          Holders                                                         15
c.          Dividends                                                       15
Item    6.  Selected Financial Data                                         15
Item    7.  Management's  Discussion  and  Analysis  of  Financial
            Condition  and  Results  of  Operations.                        16
Item    8.  Financial Statements and Supplementary Data                     20
Item    9.  Changes  in  and  Disagreements  with  Accountants  on
            Accounting and Financial Disclosure                             20


PART  III                                                                   21

Item    10. Directors and Executive Officers of the Registrant              21
Item    11. Executive  Compensation                                         22
Item    12. Security  Ownership  of  Certain  Beneficial  Owners  
            and  Mgm                                                        23
Item    13. Certain  Relationships  and  Related  Transactions              24

PART    IV                                                                  25

Item    14. Exhibits,  Financial  Statement Schedules, & Reports on Form 8K 25

SIGNATURES                                                                  27

PART  I

ITEM          1.          BUSINESS:

A.          GENERAL  DEVELOPMENT  OF  BUSINESS

     American  Eagle Resources, Inc. (the "Company") is a Delaware corporation
that  was engaged in the exploration of mining properties, and the development
and  production  of  gold, silver and other metals.  The Company presently has
ceased  conducting  any of those aforementioned activities, and is strictly in
the reclamation phase on its mining properties in Nevada.  Any previous mining
activity was conducted through direct ownership of properties, either alone or
in  joint  ventures  with  others,  and  leasing  of  mineral  properties.   A
description of the principal properties of the Company is contained in Item 2,
Properties.

     During  the  fiscal  years  ended  June  30,  1997  and 1996, the Company
operated  one  mine,  the  Golden Eagle Mine, formerly, the Flowery Mine, (the
"Mine"),  in  Storey  County,  Nevada.    For further details, see Item 1 (c),
Narrative  Description  of Business, and Item 2 (b), Properties - Golden Eagle
Mine.

     The  Company's  executive  offices  are  located at Six Mile Canyon Road,
Virginia  City,  NV  89440  (telephone  number:  (702)  246-0761).
     The  Company  was originally named the Carpenter-Morrison Uranium and Oil
Company,  Inc.  and was incorporated under the laws of Utah in 1954.  From the
late  1950's  through  1974,  the  Company was inactive.  In 1974, the Company
changed  its  name  to  International Land and Exploration Corporation, and in
1977  changed  its name to Alhambra-Atlanta Gold Mines and Properties Inc.  In
January,  1978  the Company was re-incorporated under the laws of Delaware and
in  February,  1978  changed  its  name  to  Alhambra  Mines,  Inc.

     In  October,  1989 a Restated Certificate of Incorporation was filed with
the Secretary of State of Delaware.  The Restated Certificate of Incorporation
of the Company was duly adopted pursuant to and in accordance with Section 303
of the Delaware General Corporation Law in connection with an Order Confirming
Amended  Plan of Reorganization entered by the United States Bankruptcy Court,
District of Nevada, on August 16, 1989.  Consistent with the plan, the name of
the Company was changed from Alhambra Mines, Inc. to American Eagle Resources,
Inc.

     In  1991 the Company reduced its holdings in General Minerals of America,
Inc.  ("GMA")  to 750,000 shares.  Since this no longer represented a majority
holding, GMA was not consolidated as a subsidiary in 1991 and the value of the
remaining  shares  were  written  down  to  zero.

     In  1992  the Company was able to sell these remaining 750,000 shares for
$75,000.    This  resulted  in a gain of the full $75,000 since the shares had
been  written  down  to  zero  in  the  previous  year.

     As  of June 30, 1997 the Company employed 7 (June 30, 1996 - 9) full-time
employees,  one of whom is a director of the Company. In addition to utilizing
additional  hourly  employees  when  needed,  the  Company,  on occasion, uses
outside  consultants  and  specialists for technical advice on mining matters.
The  Mine  is  40%  owned  by the Company in a joint venture with Miramar Gold
Corporation.

DISCUSSION  OF  THE  COMPANY'S  BANKRUPTCY  PROCEEDINGS.
--------------------------------------------------------

     On  March  14,  1988  the  Company  filed  a  voluntary  petition  for
reorganization  (Chapter  11)  in  the  United States Bankruptcy Court for the
District  of  Nevada.    The  Company  was authorized by the Court to continue
managing  and  operating  its business as debtor-in-possession, subject to the
authority  of  the  Bankruptcy  Court.

     On  January 4, 1990 the Reorganized Debtor's application for Final Decree
was granted by the Bankruptcy Court.  This was based on the fulfillment of all
the  provisions  of  the  Debtor's  Amended  Plan  of Reorganization which was
approved  by the Bankruptcy Court on August 16, 1989.  Among other things, the
Amended  Plan  of  Reorganization  provided  for  the  sale  of 60% of all the
Company's  assets  for  $1,000,000  and  1,000,000  shares  of  Miramar Mining
Corporation common stock, whose shares are listed for trading on the Vancouver
and  Toronto Stock Exchanges, and the NASDAQ Stock Market; payments to secured
and  unsecured creditors;  4,320,000 new shares of common stock to the parties
funding  the  Plan  and  issuance of 215,853 new shares of common re-organized
stock.

     After  implementation  of  the  Plan,  the Company eliminated much of its
debt,  increased  its  working  capital,  eliminated its outstanding preferred
shares  and had issued and outstanding 5,400,000 shares of common stock in the
reorganized  Company.

B.          FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS.

     This  item  does  not  apply  because  the  Company has only one business
segment.

B.    NARRATIVE  DESCRIPTION  OF  BUSINESS.

     The  sole  business  of  the  Company  consisted  of  the exploration and
development  of  mining  properties.    During  this fiscal year,  the Company
leached  the  remaining  ore that had been previously stacked, and in January,
1997,  the  Company went into their reclamation program full-time, ceasing any
mining  or  leaching  activity.

     In  September,  1989 as stipulated in the May 29, 1989 purchase agreement
among  Miramar  Mining  Corporation,  its  subsidiary Miramar Gold Corporation
("Miramar")  and  the  Company,  a  joint venture agreement was formed for the
management and operation of the Mine and other assets jointly owned by Miramar
(60%)  and the Company (40%).  (See the discussion related to the Amended Plan
of  Reorganization  above.)

     Under  an  agreement  dated  July  1,  1989  and  subsequently amended in
February,  1990  the  Company  and Miramar Gold Corporation (the "Companies"),
operated  the  Mine  through  an  independent contractor, Vaughan Construction
("Vaughan")  until  July 31, 1990 and continued to leach the ore placed on the
heap  through  October,  1990.

     The  Companies  took control on November 1, 1990 as Operator of the Mine.
Mining  and  plant  personnel  who have many years experience at the Mine have
been employed by the Companies to handle the processing of the ores.  Although
no  new ore was mined in fiscal year 1992, mining recommenced in August, 1992.

PRODUCTION
----------

     Mining stopped on January 11, 1996, and any activity since then consisted
of  leaching  previously  stacked  ore.    In  January,  1997,  leaching  the
aforementioned  ore  had finished, and the only activity at the site to fiscal
year-end  has  been  the  reclaiming  of  the  land.

     During the period from August, 1989 to July, 1990 a total of 228,960 tons
of ore and 521,806 tons of waste were mined from the Lady Bryan pit.  Leaching
of  this  ore continued through July, 1991 and a total of 6,866 ounces of gold
and  79,931  ounces  of  silver  were  recovered  from  the  heap  leach.

     In  August,  1991  the  Company  received  about  15,000 tons of old mine
tailings  to  be  processed  at  Mine.   The tails contained gold, silver, and
mercury.    The  Mine  facility  was  chosen from a list of several  permitted
operating  facilities  by  the  owners  of  the  tailings.   The tailings were
mandated  to  be  removed and processed in accordance with an EPA order.  In a
report  to  the  EPA, the Company outlined the processing procedures and metal
contents of the tailings.  All aspects of the project were fully discussed and
approved  by  various  public  agencies  prior  to  processing.

     Leaching  of  these tails continued through July, 1992 yielding a project
total  of  751  ounces  of  gold  and  17,165  ounces  of  silver.

     In  June,  1992  Miramar  purchased,  on behalf of the Companies, all the
mobile  equipment  necessary  to  resume  production  at the Mine at a rate of
40,000  tons  per  month.    During the remainder of June and throughout July,
1992, this equipment was assembled at the Mine site to be ready for production
commencement  date  in  the  first  week  of  August,  1992.

     Production  commenced on August 3, 1992 at the Mine.  As of September 18,
1992 a total of 80,000 tons of ore had been mined from the Lady Bryan Pit (see
section  on drill program below for more details on ore zones) and 55,000 tons
crushed and stacked on the existing leach pad.  Delays in getting the material
onto  the  leach  pad  because  of  under  performance  by the crushing plant,
resulted  in  a  temporary  suspension  of mining operations for the winter in
November,  1992.  This allowed the remainder of the ore to be crushed, stacked
and  loaded  on  the  leach  pad prior to the onset of winter.   As production
filled  up  the  existing  leach  pad,  an  already permitted extension to the
existing  pad  was  constructed  to  the  north.  The  pregnant  solutions are
processed  in  a  Merrill-Crowe  plant  on  site to recover precious metals as
precipitates.   The precipitates are smelted on site to produce dore (a mix of
gold  and  silver,  plus some contaminants) which is shipped to a refinery for
processing  into  pure  gold  and  silver  prior  to  sale.
     During the year ended June 30, 1994, mining of the Bonanza Zone commenced
and  172,032 tons of ore were mined, crushed and stacked on the leach pad with
an  average  grade  of 0.085 oz/ton gold and 0.67 oz/ton silver. This material
contains  14,600  ounces  of  gold  and  116,000  ounces  of  silver. Leaching
operations during that period recovered 5,199 ounces of gold and 52,199 ounces
of  silver  for  sale. Mining of the Bonanza Zone and leaching of the material
stacked  on  the  leach  pad  are  continuing.

     During  fiscal  1994,  the  extension  to  the  leach  pad was completed,
providing sufficient pad space for the remainder of the Bonanza Zone mining. A
limited  exploration  program  was carried out during the year in a previously
untested  area  between  the  Berry  and  Bonanza  zones, without intersecting
significant  mineralization.

     During fiscal 1995, mining of the Bonanza Zone continued and the leaching
of  the  previously  stacked  ore  and  the  Bonanza  ore  also  continued.

     Fiscal  1996  saw mining stopped on January 11, 1996, but leaching of the
previously  stacked  ore  continued.    During  the 1996 fiscal period, mining
activity  in  general  was  greatly  reduced.

EXPLORATION  AND  DEVELOPMENT  ACTIVITIES
-----------------------------------------

     In  describing  the  Company's  business  and properties, use of the word
"Reserves"  means that part of a mineral deposit which it is anticipated could
    -----
be economically and legally extracted or produced based on the current monthly
average  metal  prices  quoted  and known production costs.  "Proven Reserves"
                                                              ---------------
means  those  unmined reserves that have been outlined accurately in all three
dimensions  by  drilling  or underground sampling.  Drill-hole spacing must be
less  than one-half the length of the mineralized interval in the hole; sample
spacing  underground  must  follow  the same rules.  "Probable Reserves" means
                                                      -----------------
those  unmined  reserves  that  have  been  outlined in two dimensions by less
closely  spaced  drilling  and sampling and require geologic interpretation to
establish  extent  and  grade.   Probable ore is where there is little risk of
failure  of  continuity  because  the geologic factors are known and correctly
understood.    "Possible  Reserves"  means those that consist of a mineralized
                ------------------
area  which  has been drilled, sampled, or exposed in only one dimension, with
reasonable  projections based on geologic knowledge, including geophysical and
geochemical  surveys.    "Inferred  Reserves"  means  undrilled,  unsampled,
                          ------------------
potential  reserves  based  solely  on  geologic  data, including geophysical,
geochemical,  and/or  structural  factors.

DRILL  PROGRAM
--------------

     Mining  stopped  in  January,  1996  and  no  drill  programs  have  been
undertaken  since  that  time.

     In  June  and  July,  1991,  the  Companies engaged in an extensive drill
program  on the Mine Property.  Based on the recommendations in the July, 1990
technical  report  prepared  by  John  Schilling,  an  independent  geological
consultant and retired Director of the Nevada Bureau of Mines and Geology (the
"Schilling  Report"),  drilling  was  done  with the focus on expanding proven
reserves  before  recommencing  production  at  an  expanded  rate.

     The  Mine  Property  encompasses  all  of  the Flowery Lode and was drill
tested  with  106  reverse circulation drill holes during 1991.  This drilling
tested  three  of  the  better  understood mineralized portions of the Flowery
Lode;  the  Lady  Bryan,  the Berry and the North Bonanza zones.  Drilling was
conducted  on  close  spaced  centers,  generally  in the order of 50 feet, to
establish  mineable  reserves in these three areas.  Representative samples of
the  drill cuttings were collected and sent for assay under the supervision of
independent  consulting  engineers, Mineral Resources Development, Inc. of San
Mateo,  California.

ORE  RESERVES
-------------

     Based  on these drill holes and prior drilling by previous owners, an ore
reserve  estimate  has  been  made  for the three zones drilled.  This reserve
classifies ore as either crusher grade ore, above an economic cut-off grade of
0.025 oz/ton gold, or run-of-mine ore, above an incremental cost cut-off grade
of 0.010 oz/ton gold.  The total of all such reserves is the geologic reserve.
Conceptual  pits  were then outlined for each of the three zones drill tested,
and  ore  blocks within the pit are classified as a mineable reserve and those
outside  as  non-mineable  resources.  A calculated dilution factor of 20% was
applied  to  the  mineable  reserve  to  yield  a  diluted  mineable  reserve.

     In  1992  the  Lady  Bryan,  Berry and Bonanza zones contained a geologic
reserve  of 1.65 million tons grading 0.055 oz/ton gold and 0.44 oz/ton silver
,  of which 1.00 million tons grading 0.063 oz/ton gold and 0.46 oz/ton silver
fell    within  the conceptual pit outlines.  When dilution and stripping were
taken into account, the diluted mineable ore reserve was calculated to be 1.21
million  tons  grading  0.052 oz/ton gold and 0.3 oz/ton silver at a stripping
ration  of  3.36:1.

     Operational  practice  showed  some small reductions in head grade versus
that  calculated  in  the  reserve  report, but also a significant increase in
tonnage  and greater continuity in the ore zones than was predicted in the ore
reserve  report.

     A  feasibility  study  for the mining of the Bonanza Zone at the Mine was
completed,  based  on  32  holes  drilled  by  the  Company during 1991 and an
additional  24 holes completed in late 1992.  The revised ore reserves for the
Bonanza  Zone  were  361,715  tons  grading  0.064 oz/ton gold and 0.97 oz/ton
silver  for  a  gold equivalent grade of 0.076 oz/ton.  This reserve contained
22,964 oz of gold and 350,000 oz of silver.  The stripping ratio was estimated
at  3.44:1.

     Ore  reserves  at  the  Mine  are  contained in three ore zones along the
Flowery  Lode;  Lady  Bryan,  Berry and Bonanza.  Total mineable reserves were
estimated  in  early  1993  at  1,038,000 tons with a gold equivalent grade of
0.064  oz/ton, containing 66,564 ounces of gold equivalent.  The overall strip
ratio  was  estimated  at  4.0:1.

     Mining  operations  in  fiscal 1996 and 1995 have reduced this reserve by
the  amounts mined from the Bonanza Zone which totaled 163,565 tons with 0.048
oz/ton  gold  and 0.837 oz/ton silver in fiscal 1995 and 80,065 tons with .057
oz/ton  gold  and  0.662  oz/ton  silver  in  the  current  year.

     No  mining  has  occurred ( only leaching)  at the site since January 11,
1996,  thus reserves remain at the levels discussed in the previous paragraph.

ADDITIONAL  POTENTIAL
---------------------

     During  the  latter  part  of  August, 1992, a number of drill holes were
completed  to  test the potential for extensions to the Lady Bryan Zone.  This
included  six  holes  drilled to the south of the outlined Lady Bryan reserve,
and  nine  holes  to  the  southwest.   This drilling has somewhat limited the
potential  for  extensions  to the south and indicated a fairly high grade ore
shoot  to  the  southwest.  During  fiscal  1995,  it has been determined that
further  exploration and mining of the Lady Bryan Zone is not profitable given
the  costs  of  moving the required equipment and mining the area with current
metals  prices.

     A  total  of  24  holes  were  also  drilled  in  the  North Bonanza Zone
confirming  and  better  delineating  a  high  grade  ore  shoot.

ITEM          2.          PROPERTIES:

A.          GENERAL

     The  Company's  office  is  located  at the minesite. Properties held are
described  below.


B.          GOLDEN  EAGLE  MINE  (FORMERLY  THE  FLOWERY  PROJECT)

     The  Golden  Eagle  Mine  (formerly the Flowery Project), (the "Mine") is
situated  in  the  Flowery  Mining  District  of  Storey  County,  Nevada,
approximately  four  miles  east  of  Virginia  City.

     The  Flowery  District  was  discovered  in  the  1860's  and  has  been
intermittently  explored and mined to the present day.  From 1924 to 1930, two
underground  mines  in the district produced approximately 100,000 troy ounces
of  gold  from  550,000  short  tons.

     From  1979  to  1982  the  Anaconda  Copper  Company  conducted extensive
exploration and drilled 31 holes totaling 5,000 feet.  Results of the drilling
indicated  more  than one million tons of mineralized material containing gold
and  silver  could  be  available  by  surface  mining  methods.

     During  July,  1986  the  Company  engaged  Kiewit Mining and Engineering
Company  of  Reno, Nevada to prepare a technical economic feasibility study of
the  Mine.   Kiewit drilled thirteen additional holes totaling more than 2,000
feet.    In  addition,  metallurgical  testing was conducted to determine heap
leach  procedures.    In  September,  1986  Kiewit  reported that a deposit of
670,000  short  tons  of  mineralized material containing 0.054 troy ounces of
gold per short ton and 0.43 troy ounces of silver per short ton existed at the
property.    The  feasibility  report  also indicates the possibility that the
project  would be economically feasible with a gold price of more than $343.00
per  troy  ounce.

     Kiewit  reported that the mineralized material could be mined by open pit
methods  and  would  require  the removal of more than 2,000,000 short tons of
waste  rock.    The  gold and silver value could be recovered using heap leach
technology.    Production  from  the  property  commenced during October, 1987
however,  the  Company experienced a lower recovery grade mineralized material
than  anticipated  from  the Kiewit study.  The initial financing for the Mine
was  depleted  and  additional  working  capital  had  to  be  borrowed.

     On  December  17,  1987  mining  operations  at the Mine were temporarily
suspended  pending  the  results of a confirmation drilling program within the
mine  pit  to  determine  the extent and grade of the reserves.  110,000 short
tons  of  material  which  had been mined and heap leached between mid-October
1987 contained 0.026 troy ounces of gold per short ton, produced approximately
2,300  ounces  of  gold  equivalent (gold and silver combined) with a yield of
approximately  $1,064,000  which  was  substantially  less  than  projected.

     Results  of  the  drilling  program  indicated  there  were in-pit proven
reserves  of 150,000 tons grading at 0.051 gold and .50 silver; however, since
the  Company  lacked funding to make continued payments to its contract mining
company  and to fund additional development and exploration programs necessary
to  ensure  a  continuous  mining  operation,  all  mining  operations  were
discontinued.

     A  Mining  and  Exploration  Potential  report  on  the Mine Property was
commissioned by Red Lion Management Ltd. and prepared by Henkel and Associates
of  Carson  City,  Nevada  in  December, 1988 stating an initial drill program
indicated  ore  reserves  of  approximately  250,000  tons  having  a grade of
approximately  0.05  ounces of gold per ton and 0.50 ounces of silver per ton.

     On  July  1,  1989  the  Companies entered into an agreement with Vaughan
Construction  ("Vaughan") a mining construction firm, for the operation of the
Mine.    Leaching  began  in August, 1989 and recovered 297 ounces of gold and
3,940  ounces of silver from the ore placed on the pad in 1987.  This resulted
in a net recovery of 2,270 ounces of gold and 26,188 ounces of silver from the
1987  operations.  Between August, 1989 and July, 1990 a total of 228,960 tons
of  ore  and  521,806  tons of waste were mined by Vaughan from the Lady Bryan
pit.

     In  December, 1989 and January, 1990 a drill program was conducted at the
Mine.    Results  from  the  drilling  confirmed  certain  geologic  concepts
originally  formulated  by the Anaconda Company when it held the Mine Property
during  1979-82.    Eight  holes  drilled in the Bonanza area encountered gold
mineralization  of  economic  interest.

     Miramar  Gold  Corporation,  the  Company's  joint venture partner at the
Mine,  entered  into an agreement on January 30, 1990 with Dragon Consolidated
in  which  Miramar  acquired  all  Dragon's  rights and interests in the Mine.
Final payment was made on the underlying purchase option on the Otte Fee land,
which  is  now  owned  60%  by  Miramar  and 40% by the Company.  In May, 1991
Miramar  transferred a 40% interest in the 85 unpatented claims purchased from
Dragon  to  the  Company.  Fifty-seven new claims were staked by the Companies
during  the  1990 fiscal year and an additional block of 63 claims in the same
area  were staked in the 1991 fiscal year to expand the property holdings over
what  is  believed  to  be  geologically  favorable  ground.

     An  extensive  drill  program  consisting of 106 holes in three areas was
conducted  by  the  Companies  in  June  and  July, 1991.  The results of this
extensive  program  are  summarized in an April, 1992 report by Kevin Russell,
Stephen  P.  Quin  and  Fred  Holabird.

     As  a results of the favorable reserve calculations and an opportunity to
purchase  the  equipment  of  another  Nevada mine which was closing down, the
Companies  decided  to  commence  production.    It  was then decided that the
Companies would operate the mine without using a contractor.  In May, 1992 the
Companies  purchased  the  majority  of  the  equipment  required  to commence
production  at  a rate of 40,000 tons per month.  This equipment included four
35  ton  trucks,  D9 sized bulldozer, 8 cubic yard loader, road grader, rotary
blast  hole/RC  drill  rig  and  a  complete  crusher  line.  The Company also
acquired  all  the  associated  equipment  necessary  to  commence  production
including    conveyors  and  an  inventory  of  spare  parts.

     Staff  was  hired  to  assemble  all  necessary  components of the mining
operation.    The name of the project was changed from the Flowery Mine to the
Golden  Eagle  Mine.

     Production  commenced  on  August 3, 1992 at a rate of 40,000 tons of ore
per  month  to  be  mined,  crushed, and stacked on the leach pad.  A total of
80,000  tons  of ore had been mined and delivered to the crusher, while 55,000
tons  had  been  crushed  and stacked on the leach pad. Production blast holes
generally  confirmed  or  increased  the  reserve versus that predicted by the
exploration  drilling.    Delays  in  getting this material onto the leach pad
because  of  under  performance  by the crushing plant resulted in a temporary
suspension of mining operations for the winter in November 1992.  This allowed
the  remainder  of  the ore to be crushed, stacked and loaded on the leach pad
prior  to  the onset of winter.   Leaching operations continued throughout the
winter  and  net  production  at  June  30,  1993  was 2,821.11 oz of gold and
42,011.38  oz  of  silver.  Mining of fresh ore recommenced in August, 1993 on
the  Bonanza  Zone.    Heap  leaching  continued, resulting in the recovery of
precious  metals  from  the ores stacked. During the year ended June 30, 1994,
172,032  tons  were  crushed  and stacked on the leach pad and there was 5,199
ounces  of  gold  and  52,199 ounces of silver leached from the heap. In 1995,
163,565  tons  were  crushed  and stacked on the leach pad and there was 7,885
ounces  of  gold and 136,861 ounces of silver leached from the heap.  While in
1996,  only  80,065  tons  were crushed and stacked on the leach pad and there
were  4,577  ounces of gold and 52,974 ounces of silver leached from the heap.

     Fiscal  1997  saw  606 ounces of gold and 10,119 ounces of silver leached
from  the  heap.  As  there  was no mining for this fiscal period, nothing was
crushed  or  stacked.

     The  Mine  is currently comprised of six patented and 51 (June 30, 1996 -
73)  unpatented mining claims and two patented mill sites.  Most of the Mine's
claims  are  held  under  lease.
<TABLE>
<CAPTION>

                          SUMMARY OF THE MINE LEASES  AS  AT  JUNE  30, 1997


                          Annual AdvanceMinimum Royalty Payment
                          -------------------------------------                               
                                     Purchase Option
Lessor                                  yes or no                    Expiry Date
------------------------  -------------------------------------  -------------------          
<S>                       <C>                                    <C>                  <C>
Davis                     yes                                    17,500 - 40,000 (1)  1999, extends as
       long as producing

Chicago-Nevada            no                                      5,000 - 10,000 (2)  1992, extends as
 Gold Mining Co.                                   +PPI percent  long as producing

Miramar Lease             N/A                                    Related party (3)

</TABLE>


(1)       The advance minimum royalty was re-negotiated in February, 1997 to $
10,000  semi-  annually  for gold prices of $ 350.00 per ounce and higher, and
revised  downwards  for  prices below $ 350.00  During the year ended June 30,
1997,  two  payments  of $ 15,000 each were made as a minimum payment as there
was  no  production  from  this  claim.

(2)        The advance minimum royalty was $5,000 per year, until such time as
this part of the property was put into production.  When production commenced,
the  advanced  minimum  royalty is increased to $10,000 per year.  PPI percent
stands  for  the  percentage  increase  in  the  Producer Price Index over the
preceding  year.  During the year ended June 30, 1997, a total of $ 10,000 was
paid.

(3)       Miramar Gold Corporation is a joint venture partner with the Company
on  the Mine.  Miramar purchased the Dragon Consolidated (formerly North Lily)
leases  during  1990.    No  advance minimum royalties will be made to Miramar
Gold,  but production royalties are charged to the Joint Venture in the amount
of 7-1/2 percent, less amounts paid to others, as outlined in the Dragon lease
until  all  prepaid  royalties  are  fully credited.  As at June 30, 1993, all
prepaid  royalties  were fully credited and no further production credits have
been  charged  to  the  Joint  Venture.

C.          OCCIDENTAL  CLAIMS

     In  1994,  the  company  re-evaluated  the Occidental claims held. As the
focus  of  the  Company's  joint  venture  partner  has  turned to larger size
deposits as future mine targets, plans to mine these claims in the future were
no  longer appropriate. These claims were also in a historic district in which
mining  would  create  potentially  high  environmental costs. As a result the
Company  has  abandoned  such  claims.

ITEM          3.          LEGAL  PROCEEDINGS

     There  is  nothing  to  report  under  this  item.

ITEM          4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     There  is  nothing  to  report  under  this  item.



                                    PART II
                                    -------

         ITEM     5.     MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
                             STOCKHOLDER MATTERS.

                           A.     MARKET INFORMATION

     During reorganization, Alhambra Mines, Inc. common stock was consolidated
at  a  ratio  of  100 to 1 for shares of American Eagle Resources, Inc. common
stock.    Alhambra  Mines  preferred  stock  was  converted  to American Eagle
Resources,  Inc.  common  stock  at  a ratio of 3.125 preferred to one common.

     No  quotations were obtained for American Eagle Resources, Inc. stock for
the  fiscal  years ended June 30, 1997 and June 30, 1996.  As of this date, no
market  has  been  established  for  this  common  stock.

B.          HOLDERS

     According  to  the  records  of the Company's stock transfer agent, as of
June  30,  1997,  there  were  644  holders  of  the  Company's  common stock.

C.          DIVIDENDS

     There  have been no dividends declared on the common stock of the Company
during  the Company's last three fiscal years and the Company anticipates that
for  the  foreseeable  future any earnings will be reinvested in the Company's
operations.
ITEM  6.  SELECTED  FINANCIAL  DATA.

Selected  Financial  Data  -  American  Eagle  Resources,  Inc. (1993 - 1997):
<TABLE>
<CAPTION>

<S>            <C>           <C>           <C>          <C>          <C>
Years Ended
 June 30              1997          1996         1995         1994        1993 
               ------------  ------------  -----------  -----------  ----------
  $            $             $             $            $          
Revenues           301,193       771,862      764,162      506,509     223,278 

Net Income        (391,169)     (479,642)    (470,535)    (776,458)   (580,451)
 (Loss)

Net Income           (0.07)        (0.09)        (.09)        (.14)       (.11)
 (Loss) per
 Common
 Share

Total Assets     1,530,208     1,599,847    2,159,222    2,087,040   2,292,295 

Long Term        2,570,915     2,521,426    2,526,112    2,035,196   1,435,747 
 Obligations

Working           (373,237)      (33,733)    (111,854)     (23,247)     (6,988)
 Capital
 (Deficiency)


Total           (1,457,510)   (1,066,341)    (586,699)    (116,164)    660,294 
 Stockholder
 Equity
 (Deficiency)

</TABLE>


ITEM  7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL     CONDITION AND
RESULTS  OF  OPERATIONS.

     In  the  following  discussion, references to operation years 1997, 1996,
and  1995,  refer  to  fiscal  years ended June 30 unless otherwise indicated.













A.          RESULTS  OF  OPERATIONS

1997  COMPARED  TO  1996:
------------------------
<TABLE>
<CAPTION>

<S>                   <C>       <C>         <C>
                          1997
      Increase
                          1997        1996   (Decrease)
                      --------  ----------  -----------

Net Loss              $391,169  $  479,642    ($88,473)
Primary Components:
--------------------                                   
Total Revenues        $301,193  $  771,862   ($470,669)
Costs and expenses:

Mine Operating and
   Exploration costs  $555,390  $  538,406  $   16,984 
Depreciation and
 Depletion                   0     149,147    (149,147)
General &
  Administrative       136,972     121,770      15,202 
Impairment of long-
      lived assets           0     442,181    (442,181)
Total Costs &         $692,362  $1,251,504    (559,142)
                      ========  ==========  ===========
 Expenses

</TABLE>


     Much  of the large swings in these various categories may be attributable
to  the  fact  that  since  January 11, 1996 the Company has ceased any mining
operations,  and,  moreover,  since  January,  1997, the Company has been in a
reclamation  phase-  no  mining  or  leaching.   Hence the precipitous drop in
revenue,  led by an 83% drop in mineral sales and royalties: 1996, $737,110 as
compared to 1997, $ 128,252.  The fact that there was no mining or leaching on
the site dictated a sale of assets.     American Eagle realized a gain in 1997
of  $  141,036,  while in 1996, only $ 160. Finally, interest income decreased
slightly  due  to  lower  interest rates during the year, as the bank balances
remained  equivalent  to  the  previous  year.

     No  ore  was  crushed  or  stacked  in 1997. Compare this with 1996 where
80,065 tons of ore was crushed and stacked, or with 1995 where 163,595 tons of
ore  was  crushed  and  stacked.

     During the year ended June 30, 1997, there was nothing added to the leach
heap.    However,  the  final  bit  of leaching during the year of ore already
stacked produced 606 ounces of gold (1996 - 4,104 ounces) and 10,119 ounces of
silver  (1996 - 47,347 ounces), of which American Eagle's share was 242 ounces
of  gold  and 4,048 ounces of silver.  Realized prices of gold and silver were
higher  in the previous year at $375 per ounce of gold (1996 - $387 per ounce)
                                                                ---
and  $4.82  per  ounce  of  silver  (1995  -  $5.35  per  ounce).
      ----

     Mine  operating costs increased by 3.16% from the prior year due in large
part to the increased reclamation activities and accruals for reclamation work
to be carried out, as well as  the cessation of mining operations and leaching
in  January 1996 and January 1997, respectively. The major focus of operations
after  January  1996  was to continue leaching and processing the ore that had
been stacked on the leach heap. As of January 1997, the company's sole purpose
is  to proceed with the reclamation process in accordance with the reclamation
plan  that  had  been  filed and accepted in the prior year with the Bureau of
Land  Management  in Nevada  The Company has plans to complete the reclamation
work  over  the  next  few  years.

     General  and  administrative costs increased during the year by 12.49% as
the  company shifted it's focus from mining/leaching operations to reclamation
of  the  land  and  all  of it's associated costs.  Couple this with the costs
incurred  in  selling  the  Company's  various  equipment,  of  which  it sold
significantly  more than the prior year.  The administrative staff consists of
only  two  staff  members.

     Due  to  the  cessation  of  mining  operations  during  fiscal  1996, an
impairment  allowance  for  long-lived assets was established as of June, 1996
which  fully  reserved the remaining net book value of property and equipment;
because  of  this impairment, depreciation and depletion is not recognized for
fiscal  1997.    The  impairment of long-lived assets was the most significant
change  in  the  financial  statements  for  fiscal  year-end  1996;    such a
write-down  will  not  be  evident  in  fiscal  year-end  1997.

     The  working capital of the Company shows a large deficiency of $ 373,237
and  1996  working  capital  shows  a  deficiency  of  $  33,733  due  to  a
re-classifying  of  an  accounts  receivable from current to long-term .  This
large  increase  in  working  capital  deficiency is due to an increase to the
reclamation  liability  of  259  %  over  the  prior year as Mine's management
revised  its estimate of total reclamation costs to be incurred.  To a smaller
extent,  accounts  receivable  dropped  100% as there was no mining of gold or
silver  to  be  refined.

1996  COMPARED  TO  1995:
------------------------
<TABLE>
<CAPTION>



                                                          1996
                                                        Increase
                          1996            1995         (Decrease)
                     --------------  --------------  ---------------
<S>                  <C>             <C>             <C>
Net Loss             $      479,642  $      470,535  $        9,107 

Primary Components:
-------------------                                                 
     Total Revenues  $      771,862  $      764,162  $        7,700 

Costs and Expenses:
Mine Operating and   $      538,406  $      930,358        (391,952)
 Exploration costs
Depreciation and
 Depletion                  149,147         172,861         (23,714)
General &
 Administrative             121,770         110,142          11,628 
Interest                          0          21,336         (21,336)
Impairment                  442,181               0         442,181 
Bad Debt Expenses        _________0_      ________0__     ________0 

Total Costs &        $    1,251,504  $    1,234,697  $       16,807 
 Expenses             =============   =============   =============

</TABLE>
     The  small  increase  in  total  revenue  from  1996  to 1995 is due to a
combination  of  two factors in particular:  Interest income was increased due
to  higher  bank  balances  during  the  year and interest being earned on the
increased  deposits  for  reclamation,  and the decrease in mineral sales is a
result  of  the  cessation  of  mining  operations  in  January  1996.

     During  the  year ended June 30, 1996, there was 80,065 tons of ore added
to  the  leach  heap  which  contained  approximately 4,577 ounces of gold and
52,974  ounces  of  silver.  Leaching during the year produced 4,104 ounces of
gold (1995 - 4,638 ounces) and 47,347 ounces of silver (1995 - 57,534 ounces),
of  which American Eagle's share was 1,642 ounces of gold and 18,939 ounces of
silver.    Realized prices of gold and silver were higher than in the previous
year  at  $387  per  ounce  of  gold  and  $5.35  per  ounce  of  silver.

     Mine  operating  costs  decreased  by  42% from the prior year due to the
increased  reclamation  activities  and  accruals  for  reclamation work to be
carried  out  and  the  cessation  of  mining operations in January 1996.  The
number of employees during the year was changed significantly, decreasing to 9
employees  (  1995-  20 ) due to the decision to cease mining operations.  The
major  focus  of  operations  after  January 1996 was to continue leaching and
processing  the  ore that had been stacked on the leach heap, and proceed with
the  reclamation process in accordance with the reclamation plan that had been
filed  and  accepted  in  the prior year with the Bureau of Land Management in
Nevada.   The Company has plans to complete the reclamation work over the next
several  years.

     Depreciation  and  depletion was decreased over the prior year due to the
normal  decreasing value in the assets and the lower number of ounces produced
for  the fiscal year.  General and administrative costs were increased  during
the  year  due  to  extra  time  spent  on  reclamation supervision by Miramar
personnel  which is charged to the mine.  The administrative staff consists of
only  two staff members.  Interest costs were decreased due to the mine paying
off  the  silver loan during the year.  There is no longer any debt carried by
the  mine  and  there  are no interest charges expected for the upcoming year.

     The  working  capital  of  the Company shows a deficiency of $ 33,733 and
1995  working  capital has been restated to show a deficiency of $ 111,854 due
to  the  reclamation  accrual  being  reclassified  to a current rather than a
long-term  liability.    Excluding  the reclamation liability, working capital
increased  by  $  59,952 due to the reduction of current accounts payable of $
47,538  and  an  increase  in  the  current  accounts  receivable  of $ 11,073


     The most significant change in the balance sheet is the write-down of the
Property and Equipment of $ 442,181.  Based on the Company's decision to cease
mining  in  January  1996, which resulted in a re-evaluation of the assets, it
was  decided  to write-down these assets, although leaching will continue over
the  next  few  months.

(B)          LIQUIDITY  AND  CAPITAL  RESOURCES

     Any  cash  flow  during this fiscal year was attained through the sale of
the  Company's  assets,  and to a lesser extent from either it's joint venture
partner or accounts receivable.  This is in contrast to the previous two years
where  the  Company's  sale  of  gold and silver and/or financing through it's
joint  venture partner, Miramar, provided most of the cash flow.  Now, though,
with  mine  management's  decision  to cease mining operations back in January
1996,    any  cash  flow  must  come  from  Miramar, or the sale of any of the
Company's remaining assets.  Because of the joint venture arrangements between
the  two  companies,  Miramar  represents it will not demand payment in fiscal
1998.    Repayments  will  be  made  as  cash  flow permits.  The company owns
approximately 2% of Miramar Mining Corporation- a related party.  Miramar is a
mining  company  listed  on  NASDAQ  and  such  investment  is recorded in the
financial  statements  at  cost  due  to its related party nature.  The market
value of the shares is approximately $ 3,562,500 at June 30, 1997.  Due to the
thinly  traded  nature  of  such  shares,  and  their susceptibility to market
fluctuations,  there  is  no  assurance  such  fair  value  will  be realized.

     As  the  working  capital  deficiency  for  the  fiscal  year end 1997 is
$373,237  (  1996, a deficiency of $ 33,733) , it would seem  that the company
will  require  more  assistance  from Miramar to help pay some of it's current
liabilities, on top of selling more of it's assets.  Ceasing mining operations
put  an  end  to  any  cash  flow  from  the  sale  of  gold  and/or  silver.

     The  Company  is  in  the  process  of evaluating various future business
directions.    During  fiscal  1997,  the  Company's  management  entered into
negotiations  with  various  entities,  including related parties, which could
ultimately  result  in  a  change  in  the  Company's operating entities and a
reorganization  of the corporate structure of the Company.  The reorganization
contemplated  includes 1) a transaction in which the Company's 40% interest in
the  Golden  Eagle  Mine  joint  venture is sold or transferred, 2) to acquire
shares of the Company's common stock from related entities, 3) the liquidation
of  a  portion  of  the Company's investment in Miramar, and 4) to eliminate a
portion  or  all  of  the  amounts  due  to  related  parties.   Subsequently,
management  plans  to  acquire  or lease new properties and to continue in the
business of exploration, development , and production of precious metals.  The
terms  of  such  reorganization have not been finalized, nor can its impact on
the  financial statements be determined at this time.  Accordingly, no amounts
have  been  recorded in the financial statements which could result from these
proposed  transactions.  There can be no assurance that such transactions will
occur.

(C)          IMPACT  OF  INFLATION

     The  price  of  gold,  which  is  established  by  daily trading in world
commodity markets, determines in large measure the Company's profitability and
cash  flow.   This is particularly so in the short term, as the gold price can
change  substantially  in  several days of trading, while the Company's mining
operations  are  governed  by  ore  grades,  waste  to  ore  stripping ratios,
metallurgical  recoveries  and processing rates, none of which can be adjusted
easily  in  the  short term.  Operating costs in the mining industry over time
reflect  the  underlying rate of inflation in the general economy, as does the
price  of  gold.    The  latter,  however, also responds rapidly to changes in
interest and exchange rates, political tensions and investor anxieties, all of
which  are  beyond  the  control  of  or  influence  by  the  Company.

(C)       IMPACT OF FINANCIAL ACCOUNTING STANDARD BOARD PRONOUNCEMENTS NOT YET
ADOPTED
     Federal  Income  Taxes  -  In  February,  1992,  the Financial Accounting
     ----------------------
Standards  Board  ("FASB")  issued Statement of Financial Accounting Standards
     -
("SFAS")  No. 109, "Accounting for Income Taxes", which changes the accounting
for  income  taxes.    Adoption  of this standard is required for fiscal years
beginning  after  December  15,  1992,  although  earlier  implementation  is
permitted.    The Company has adopted this standard for the first time for the
June  30,  1994  year  end  with  the  only  affect  being improved disclosure
concerning  the  tax  position  of  the  Company.

     Earnings  Per  Share  -  The  Financial Accounting Standards Board (FASB)
     --------------------
recently  issued  SFAS No. 128 entitled " Earnings Per Share".  This statement
establishes  standards  for computing and presenting earnings per share and is
effective  for  financial  statements issued for periods ending after December
15,  1997.    Earlier  application of this statement is not permitted and upon
adoption requires restatement (as applicable) of all prior-period earnings per
share  data  presented.

     In  addition,  the  FASB  issued  SFAS  129  entitled  "  Disclosure  of
Information  about  Capital  Structure"  in  February  1997.    This statement
establishes  standards  for  disclosing  information about an entity's capital
structure. The Company already complies with SFAS 129 and foresees no material
impact  on  the  financial  statements  in  adopting the statement for periods
ending  after  December  15,  1997.

     On  June  30,  1997,  the  FASB  issued  SFAS  130  entitled  " Reporting
Comprehensive Income".  This statement requires companies to classify items of
other  comprehensive  income  by  their  nature  in  a financial statement and
display  the accumulated balance of other comprehensive income separately from
retained  earnings  and additional paid- in capital in the equity section of a
statement  of  financial  position,  and is effective for financial statements
issued  for  fiscal  years beginning after December 15, 1997.  Management does
not  believe  this  new  FASB  will  have  a  material impact on the financial
statements  of  the  company.

     On  June  30,  1997, the FASB issued SFAS 131 entitled " Disclosure About
Segments  of  an  Enterprise  and  Related  Information".    This  statement
establishes  additional  standards  for  segment  reporting  in  the financial
statements  and  is  effective  for  fiscal years beginning after December 15,
1997.    Management  has  not  determined  the effect of this statement on its
financial  statement  disclosure.

ITEM          8.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     Please  see  the exhibits attached to this document as noted under Part 4
Item  #14.

ITEM          9.          CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON
ACCOUNTING  AND  FINANCIAL  DISCLOSURE.

     There  is  nothing  to  report  under  this  item.

                                   PART III

ITEM          10.          DIRECTORS  AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table  and  biographical  data  summarize  the  principal
occupations  and  business  experience  for the last five years of each of the
directors  of  the  Company  post-reorganization.
<TABLE>
<CAPTION>



Name and Address                              Age                      Tenure                  Positions Held
--------------------------------  ---------------------------  -----------------------  -----------------------   
<S>                               <C>                          <C>                      <C>

W.H. Berukoff                                 52                  September, 1989          President, Member of
4826 Northwood Drive                                              to Present              Compensation Committee,
West Vancouver,                                                                           Audit Committee & Pension
British Columbia                                                                          Committee,Chief Executive
Canada V7S 3C2                                                                            Officer and Director     
                                                                                          (Chairman of the
                                                                                           Board of Directors).

James E. McKay                                50                  September, 1992          Business Manager and
6155 Plumas St.                                                   to present               Director
Reno, NV 89509

</TABLE>

     W.H.  Berukoff.          Mr.  Berukoff is President and a Director of the
Company.    Mr.  Berukoff  is  also  President  of Miramar Mining Corporation,
Miramar  Gold  Corporation,  Miramar  Con  Mine, Ltd., Orcana Resources, Inc.,
Northern  Orion Explorations Ltd., Red Lion Management Ltd., Red Lion Equities
Ltd.,  A.G.M.  Steel  Industries,  A.G.M.  Mining Systems, Laco Holdings Ltd.,
First Quay Holdings Ltd.,  and Tiger Resources Ltd.  Mr. Berukoff has held his
position  in  these  companies from 1973 to date except as to Miramar Con Mine
Ltd.  which  was acquired by Miramar in October 1993.  Red Lion Equities Ltd.,
Miramar Mining Corporation, Miramar Con Mine Ltd. and Miramar Gold Corporation
are  affiliated  with  the  Company.

     James  E.  McKay.     Mr. McKay is the Business Manager and a Director of
the  Company and is responsible for the technical and management operations of
the  Company  in  Nevada.  He has held this position  since August, 1992.  Mr.
McKay  holds  a  Bachelor of Science Degree in Geological Engineering from the
University  of  Nevada  and  earned an M.B.A. from the University of Nevada in
1984.   Mr. McKay has over 20 years minerals industry experience including the
position  of on-site Manager and Project Geologist leading to Homestake Mining
Company's McLaughlin gold discovery.  From 1989 until joining the Company, Mr.
McKay  was  a  consultant  to  the  minerals industry, specializing in project

management.    From  1985  to 1989 Mr. McKay was a planning Analyst for Sierra
Pacific  Power  company.

     No  officer or director of the Company has any family relationship to any
other  officer  or  director  of  the  Company.

ITEM  11.  EXECUTIVE  COMPENSATION

     The  following  table  contains  certain  information  regarding  cash
compensation  paid  by the Company during the fiscal year ended June 30, 1997,
to  certain  executive  officers  and  to  all  executive officers as a group.
<TABLE>
<CAPTION>


                                                 Cash Compensation Table
                                                 -----------------------


<S>                                     <C>                             <C>

Name of Individual             Capacities in Which Served      Cash Compensation
--------------------------------------------------------------------------------

W.H. Berukoff                 President and Chief Executive         $0(1)
                            Officer and Chairman of the Board
                              (Beginning September, 1989)


James McKay                         Director                        $0(1)
                              (Beginning September, 1992)

All executive officers
as a group (2 persons)                                              $0
==============================

There are no other Executive Officers.

<FN>

(1)    No  cash  compensation  was  paid  to  Mr.  Berukoff  or  Mr.  McKay  for  the  1997  fiscal  year.

</TABLE>



                              Stock Option Plans
                              ------------------

There  is  no  stock  option  plan  in  effect.


ITEM          12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The  Company has one class of stock, common.  On June 30, 1997 there were
5,400,000  shares  outstanding.   Each share of stock is entitled to one vote.

     As of June 30, 1997 the following persons were known to the Company to be
beneficial  owners  of  more  than five percent (5%) of the voting securities.
<TABLE>
<CAPTION>

<S>                          <C>                        <C>                 <C>
                                                      Amount and Nature
                                                      of Beneficial      Percent
                                                      Ownership              of
Title of Class               Name of Beneficial Owner (number of shares)  Class
------------------------------------------------------- -----------------  -----

Common                       Red Lion Equities Ltd.        3,456,028   (1)  64%
($0.01 par value)            311 West 1st Street 
                             North Vancouver, B.C.
                             V7M 1B5

Common                       Miramar Gold Corporation        864,007   (2)  16%
                             324 S. Wells Avenue
                             Reno, NV 89502

</TABLE>

(1)       With respect to the 3,456,028 shares listed as beneficially owned by
Red  Lion  Equities  Ltd.  ("Red  Lion"),  Red Lion has sole voting power with
respect  to all the shares.  Mr. W.H. Berukoff, an officer and director of the
Company  is  the  principal shareholder, President and a director of Red Lion.

(2)         With respect to the 864,007 shares listed as beneficially owned by
Miramar  Gold  Corporation  ("Miramar"),  Miramar  has  sole voting power with
respect  to all the shares.  Mr. W.H. Berukoff, an officer and director of the
Company  is  also  the  President  and  a  director  of  Miramar.

     As  of  June  30,  1997  the  number  of  shares  of  any class of equity
securities  of  the  Company,  or  any  of  its  parents  and  subsidiaries,
beneficially  owned  by  all directors of the Company, naming them, and by the
directors  and officers of the Company as a group, without naming them, are as
follows:
<TABLE>
<CAPTION>

<S>                    <C>                       <C>                 <C>

                       Amount and Nature
                       of Beneficial
                       Ownership                 Percent
Title of Class         Name of Beneficial Owner  (number of shares)  of Class
---------------------  ------------------------  ------------------  --------


Common Stock of        W.H. Berukoff                3,456,028   (1)     64%
 the Company
($0.01 par value)


Directors &                                         3,456,028           64%
 Officers as a group

</TABLE>

(1)          These  shares  are held in the names of Red Lion Equities Ltd., a
Canadian  corporation.

ITEM          13.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     In  September,  1989  the  Company entered into an agreement with Miramar
Gold  Corporation ("Miramar Gold"), a Nevada corporation, for the operation of
mining properties and equipment.  Miramar Gold is a wholly owned subsidiary of
Miramar  Mining  Corporation.   Mr. W.H. Berukoff is President and Chairman of
the  Board  of Directors of the Company.  He is also President and Chairman of
the  Board  of  Directors  of  Miramar  Gold  and  Miramar Mining Corporation.

     Under  the  terms  of the agreement Miramar Gold received 80% of the cash
flows  and  paid  60%  of  the  expenses  from  mining operations until it had
received  the  sum of $1,000,000.  Thereafter Miramar Gold receives 60% of the
cash  flows  and  pays  60% of the expenses.  As of September 30, 1994 Miramar
Gold  had  received  the  full  $1,000,000.

     At  June  30,  1997 and 1996 the Company had a payable to Miramar Gold of
$2,570,915  and  $2,521,426  for  costs  paid by Miramar Gold on behalf of the
Company.

     Management fees for services relating to the Company were paid to Miramar
Gold  in  1997  and  1996  in  the  amounts  of  $6,438  and  $25,752.

     At  June 30, 1997 and 1996 the Company had a receivable of $53,261 from a
company  controlled  by  the  President  of  the  Company.

     During  the  year  ended June 30, 1994, the Mine sold a loader to Miramar
Con  Mine  Ltd.,  a  subsidiary  of Miramar Mining Corporation, at fair market
value  of $125,000. The Company recorded a gain of $47,287 for its 40% portion
of  the  gain  on  this  sale.

     During  the  year  ended  June  30,  1995, certain work was performed for
Miramar  Con Mine Ltd., a related company to Miramar Gold Ltd. The payment for
this  work was made in July 1994 in the form of gold bullion which was used to
repay  the  silver  loan.

                                   PART  IV

ITEM  14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A)          (1)          FINANCIAL  STATEMENTS.
                          ----------------------

     Independent  Auditors'  Report

     Balance  Sheets  as  of  June  30,  1997  and  1996

     Statements  of  Operations  for  the  years  ended
     June  30,  1997,  1996  and  1995


     Statements  of  Stockholders'  Deficiency
     for  the  years  ended  June  30,  1997,  1996  and  1995

     Statements  of  Cash  Flows  for  the  years  ended
     June  30,  1997,  1996  and  1995

     Notes  to  Financial  Statements

     (2)          Financial  Statement  Schedules.
                  --------------------------------

     None.

     (3)          Exhibits required to be filed by Item 601 of Regulation S-K.
                  ------------------------------------------------------------

          There  is  nothing  to  report  under  this  item.

     (4)          Financial  Data  Schedule
                  -------------------------

(b)          Report  on  Form  8-K
             ---------------------

     None.


<PAGE>


                                  SIGNATURES
                               ================

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



Date:          September  26, 1997         AMERICAN EAGLE RESOURCES, INC.
                                           By:"Walter  H.  Berukoff"
                                           -------------------------------
                                               President



     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 Company
and  in  the  capacities  and  on  the  dates  indicated.

Date:          September  26, 1997          By:"Walter H. Berukoff
                                                ------------------------
                                                President  and  Director
                                               (Chief  Executive  Officer)


Date:          September  26,  1997         By:"James E. McKay"
                                                -------------------------
                                                Director


<PAGE>
AMERICAN  EAGLE  RESOURCES,  INC.

Financial  statements  as  of  June  30,  1997  and  1996
and  for  Each  of  the  Three  Years  in  the  Period  Ended
June  30,  1997  and  Independent  Auditors'  Report

INDEPENDENT  AUDITORS'  REPORT

To  the  Stockholders  and  Board  of  Directors
of  American  Eagle  Resources,  Inc.:

We  have  audited the accompanying balance sheets of American Eagle Resources,
Inc.
(  the  "Company") as of June 30, 1997 and 1996, and the related statements of
operations,  stockholders'  deficiency  and  cash  flows for each of the three
years  in  the period ended June 30, 1997.  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.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatements.    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,  such  financial  statements present fairly, in all material
respects,  the financial position of the Company as of June 30, 1997 and 1996,
and  the  results  of  its operations and its cash flows for each of the three
years  in the period ended June 30, 1997 in conformity with generally accepted
accounting  principles.

The  accompanying  financial  statements  have been prepared assuming that the
Company  will  continue  as  a  going  concern.  As discussed in Note 1 to the
financial  statements,  during the fiscal 1997 the Company ceased all leaching
and production at its sole operating mine site and moved into full reclamation
activities.  In addition, recurring losses from operations and a stockholders'
capital  deficiency raise substantial doubt about its ability to continue as a
going concern.  Management's plans concerning these matters are also described
in Note 1.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

Deloitte  &  Touche  LLP
Reno,  Nevada
August  29,  1997

<TABLE>
<CAPTION>

AMERICAN  EAGLE  RESOURCES,  INC.
BALANCE  SHEETS
JUNE  30,  1997  AND  1996
____________________________________________________________________


<S>                                            <C>            <C>
ASSETS                                                 1997            1996 

CURRENT ASSETS:
  Cash                                         $     36,311   $      48,545 
  Accounts receivable                                     -          47,506 
  Prepaid expenses                                    7,255          14,978 
                                               -------------  --------------
    Total Current assets                             43,566         111,029 
                                               -------------  --------------

PROPERTY AND EQUIPMENT - NET                              -            -    
                                               -------------  --------------

OTHER ASSETS:
  investment in Miramar Mining Corp- at cost      1,058,125       1,058,125 
    (an affiliated company)
  Restricted cash                                   364,056         366,232 
  Due from related parties                           55,121          55,121 
  Other                                               9,340           9,340 
                                               -------------  --------------
    Total other assets                            1,486,642       1,488,818 
                                               -------------  --------------
  TOTAL                                        $  1,530,208   $   1,599,847 
                                               =============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Accounts payable                                    6,426          21,845 
  Accrued and other liabilities                       2,617           9,316 
  Reclamation                                       407,760         113,601 
                                               -------------  --------------
    Total current liabilities                       416,803         144,762 
                                               -------------  --------------

DUE TO RELATED PARTIES                            2,570,915       2,521,426 
                                               -------------  --------------
    Total liabilities                             2,987,718       2,666,188 
                                               -------------  --------------
STOCKHOLDERS' DEFICIENCY:
  common stock, par value $.01 per share;
    30,000,000 shares authorized,
    5,400,000 shares issued and outstanding          54,000          54,000 
  Additional paid-in capital                     15,088,360      15,088,360 
  Accumulated deficit                           (16,599,870)    (16,208,701)
                                               -------------  --------------
    Total stockholders' deficiency               (1,457,510)     (1,066,341)
                                               -------------  --------------

TOTAL                                          $  1,530,208   $   1,599,847 
                                               =============  ==============
</TABLE>
See notes to financial statements

<TABLE>
<CAPTION>

AMERICAN EAGLE RESOURCES, INC.

STATEMENTS TO OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1997, 1996, AND 1995
____________________________________________________________________
                                                                         1997         1996         1995
<S>                                                                   <C>          <C>          <C>
REVENUES:
  Mineral sales and royalties                                         $  128,252   $  737,110   $  757,085 
  Gain(loss) on sale of assets                                           141,036          160         (938)
  Interest income and other                                               31,905       34,592        8,015 
                                                                      -----------  -----------  -----------
    Total                                                                301,193      771,862      764,162 
                                                                      -----------  -----------  -----------

COSTS AND EXPENSES:
  Mine operating costs                                                   555,390      538,406      930,358 
  Depreciation and depletion                                                   -      149,147      172,861 
  General and administrative                                             136,972      121,770      110,142 
  Interest                                                                     -            -       21,336 
  Impairment of long-lived assets                                              -      442,181         -    
                                                                      -----------  -----------  -----------
    Total                                                                692,362    1,251,504    1,234,697 
                                                                      -----------  -----------  -----------

NET LOSS                                                              $ (391,169)  $ (479,642)  $ (470,535)
                                                                      ===========  ===========  ===========


NET LOSS PER SHARE                                                    $    (0.07)  $   ( 0.09)  $    (0.09)
                                                                      ===========  ===========  ===========


WEIGHTED AVERAGE
SHARES OUTSTANDING                                                     5,400,000    5,400,000    5,400,000 
                                                                      ===========  ===========  ===========

See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>

AMERICAN  EAGLE  RESOURCES,  INC.
STATEMENT  OF  STOCKHOLDERS'  DEFICIENCY
FOR  THE  YEARS  ENDED  JUNE  30,  1997,  1996,  AND  1995
                                                                                                   TOTAL
                          COMMON STOCK              ADDITIONAL          ACCUMULATED            STOCKHOLDERS'
                        SHARES    AMOUNT          PAID-IN CAPITAL          DEFICIT             DEFICIENCY
<S>                              <C>                    <C>                  <C>                    <C>

BALANCE JULY 1, 1994  5,400,000  $54,000            $15,088,360         $(15,258,524)          $ (116,164)
Net Loss                  -          -                   -                  (470,535)            (470,535)

BALANCE JUNE 30,1995  5,400,000  $54,000            $15,088,360         $(15,729,059)          $ (586,699)
Net Loss                  -          -                   -              $   (479,642)          $ (479,642)

BALANCE JUNE 30, 1996 5,400,000  $54,000            $15,088,360         $(16,208,701)          $(1,066,341)
Net Loss                  -         -                    -              $   (391,169)          $  (391,169)

BALANCE JUNE 30, 1997 5,400,000  $54,000            $15,088,360         $(16,599,870)          $(1,457,510)

<FN>
See  notes  to  financial  statements

</TABLE>

<TABLE>
<CAPTION>

AMERICAN EAGLE RESOURCES, INC.

STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
________________________________________________________________________

                                                         1997          1996      1995
<S>                                                          <C>             <C>     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET LOSS                                           $(391,169)    $(479,642)  $(470,535)

  ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH
   PROVIDED BY (USED IN) OPERATING ACTIVITIES:
  DEPRECIATION AND DEPLETION                              -          149,147     172,861
  IMPAIRMENT OF LONG-LIVED ASSETS                         -          442,181         -  
  (GAIN)LOSS ON SALE OF ASSETS                        (141,036)         (160)        938
  (INCREASE)DECREASE IN ACCOUNT RECEIVABLE              47,506       (11,073)        308
  (INCREASE) DECREASE IN PREPAID EXPENSES                7,723          (796)      7,110
  DECREASE IN OTHER ASSETS                                 -             -        15,148
  INCREASE IN RELATED PARTY RECEIVABLE                     -          (1,860)        - 
  INCREASE(DECREASE) IN RECLAMATION LIABILITY          294,159       (27,509)     86,037
  DECREASE IN ACCOUNTS PAYABLE                         (15,419)      (32,909)     42,556
  INCREASE(DECREASE) IN ACCRUED AND OTHER LIABILITIES   (6,699)      (14,629)      8,768
  INCREASE(DECREASE) IN DUE TO RELATED PARTIES          49,489        (4,686)    545,989
                                                    -----------    ----------   --------
    TOTAL ADJUSTMENTS                                  235,723     497,706       794,603
                                                    -----------    ----------   --------


       NET CASH PROVIDED BY(USED IN)
       OPERATING ACTIVITIES                           (155,446)     18,064       324,068

CASH FLOW FROM INVESTING ACTIVITIES:
  (INCREASE) DECREASE IN RESTRICTED CASH                 2,176         -        (234,732)
  PROCEEDS FROM SALE OF ASSETS                         141,036         160          (938)
  PURCHASE OF EQUIPMENT                                   -            -          (5,765)
  INCREASE IN MINERAL PROPERTIES                          -        (17,679)           -  
                                                    ----------    --------      ---------
  NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES                               143,212     (17,519)      (241,435)
                                                    ----------     -------       --------

CASH FLOWS FROM FINANCING ACTIVITIES-
  DECREASE IN SILVER LOAN PAYABLE                         -            -          (55,521)
                                                    ----------     -------        --------

NET INCREASE (DECREASE) IN CASH                       (12,234)         545         27,112

CASH, BEGINNING OF YEAR                                48,545       48,000         20,888
                                                    ----------    --------       --------

CASH, END OF YEAR                               $      36,311    $  48,545       $ 48,000
                                                =============    =========       ========

See notes to financial statements
<PAGE>

AMERICAN  EAGLE  RESOURCES,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
FOR  THE  YEAR  ENDED  JUNE  30,  1997,  1996,  AND  1995
________________________________________________________________________

1.          NATURE  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

     NATURE  OF  BUSINESS  - American Eagle Resources, Inc. (The "Company") is
primarily  engaged in the exploration, development, and production of precious
metals.    As of June 30, 1997 and 1996, the Company's only operating activity
was  a  40%  interest  in  the Golden Eagle Mine Joint Venture ( formerly, the
Flowery  Mine)(the  "Mine"),  located  in  Storey  County,  Nevada.   Revenues
generated  from  production  at the Mine were primarily received from a single
refiner.    During fiscal 1997, the Company ceased all leaching and production
and  was  in  the  reclamation  phase  at  the  Mine.

     BASIS  OF PRESENTATION - The financial statements include the accounts of
the Company and a proportionate share of the accounts of the Golden Eagle Mine
Joint  Venture.  All material intercompany balances and transactions have been
eliminated.

The  accompanying  financial  statements  have been prepared assuming that the
Company  will  continue as a going concern.  As discussed above, the Company's
only  operating  activity  has  moved into the reclamation phase and no future
cash  flows  from operating activities are expected.  The Company is currently
dependent upon its joint venture partner to continue to fund the cash needs of
the  mine,  which  raises substantial doubt about its ability to continue as a
going  concern.    Management's  plans  in  regard  to  these matters are also
described below.  The financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

     FUTURE  OPERATIONS - During fiscal 1997, the Company's management entered
into  negotiations  with  various  entities,  including related parties, which
could  ultimately result in a change in the Company's operating entities and a
reorganization  of the corporate structure of the Company.  The reorganization
contemplated includes: 1) a transaction in which the Company's 40% interest in
the Golden Eagle Mine Joint Venture is sold or transferred; 2) the acquisition
of  shares  of  the  Company's  common  stock  from  related  entities; 3) the
liquidation  of  a  portion of the Company's investment in Miramar; and 4) the
elimination  of  a  portion  or  all  of  the  amounts due to related parties.
Subsequently,  management  plans  to  acquire  or  lease new properties and to
continue  in  the  business  of  exploration,  development,  and production of
precious  metals.    The terms of such reorganization have not been finalized,
nor  can  its  impact  on the financial statements be determined at this time.
Accordingly,  no  amount  have been recorded in the financial statements which
could result from these proposed transactions.  There can be no assurance that
such  transactions  will  occur.

     SIGNIFICANT  ACCOUNTING  POLICIES

     RESTRICTED  CASH  -  Restricted  cash  consists  of  interest  bearing
certificates  of  deposit  held  as  collateral  for  the  performance  of the
Company's  reclamation  activities.

     PROPERTY  AND EQUIPMENT - Property acquisition costs and mine development
costs  incurred  to expand capacity of operating mines, develop new ore bodies
or  develop  new  areas  substantially  in  advance  of current production are
capitalized.  When commercial production commences, depletion of such costs is
computed  using  the unit-of-production method, based on estimated recoverable
ore  reserves.    When  a  mining  property is determined to be noncommercial,
nonproductive,  or  its  value  impaired,  the remaining capitalized costs are
expensed  to  the  extent  that  they  exceed  estimated net realizable value.

Building  and  equipment  are  depreciated using the straight-line method over
estimated  useful  lives  of  ten  years  and  five  years,  respectively.

The  Company  ceased  mining operations during fiscal 1996 and management does
not  intend  to  further  explore, expand, or develop the properties owned and
leased  by  the  Golden  Eagle Mine Joint Venture.  Accordingly, an impairment
allowance of $442,181 was established as of June 30, 1996 which fully reserved
the  remaining  net  book  value  of  property  and  equipment.

REVENUE  RECOGNITION  -  Revenue  is  recognized when gold shipments are made.

NET  LOSS  PER  SHARE  - The computation of net loss per share is based on the
Company's  reported  net  loss  and  the  weighted average number of shares of
common  stock  outstanding.

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 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.

RECLAMATION  - Estimated reclamation costs are accrued over the estimated life
of  the  mine  on  a unit-of-production basis.  During fiscal 1997, the mine's
management  revised  its  estimate  of total reclamation costs to be incurred.
This  resulted  in  the  accrual  of  $415,747  of  additional  expense on the
Company's  books  for the year ended June 30, 1997.  Disbursements of $121,588
were applied to such accrual during fiscal 1997 resulting in an ending balance
of  $407,760  at  June  30,  1997.

IMPAIRMENT  OF LONG-LIVED ASSETS - Statement of Financial Accounting Standards
("SFAS")  No.121,  Accounting  for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be Disposed of, was issued by the Financial Accounting
Standards  Board  ("FASB")  in  March 1995, and established accounting for the
impairment  of  long-lived  assets,  certain  identifiable  intangibles,  and
goodwill related to those assets to be held and used for long-lived assets and
certain  identifiable  intangibles to be disposed of.  The Company adopted the
provisions  of  SFAS No, 121 during the year ended June 30, 1996.  The Company
reviews  the  carrying  values  of  its long-lived and identifiable intangible
assets  for  possible  impairment  whenever events or changes in circumstances
indicate  that  the  carrying  amount  of  assets  may  not  be  recoverable.

RECLASSIFICATIONS  - Certain amounts in the 1996 and 1995 financial statements
have  been reclassified  to be consistent with the presentation used in fiscal
year  1997.

RECENT  PRONOUNCEMENTS  OF THE FASB - The Financial Accounting Standards Board
(FASB)  recently  issued  SFAS  No.  128 entitled " Earnings Per Share".  This
statement  establishes  standards  for  computing  and presenting earnings per
share  and  is  effective  for  financial statements issued for periods ending
after  December  15,  1997.    Earlier  application  of  this statement is not
permitted  and  upon  adoption  requires  restatement  (as  applicable) of all
prior-period  earnings  per  share  data  presented.

In  addition,  the  FASB  issued SFAS 129 entitled, "Disclosure of Information
about  Capital  Structure"  in  February  1997.    This  statement establishes
standards for disclosing information about an entity's capital structure.  The
Company  already complies with SFAS 129 and foresees no material impact on the
financial  statements  in  adopting  the  statement  for  periods ending after
December  15,  1997.

On  June  30, 1997, the FASB issued SFAS 130 entitled "Reporting Comprehensive
Income".    This  statement  requires  companies  to  classify  items of other
comprehensive income by their nature in a  financial statement and display the
accumulated  balance  of  other  comprehensive income separately from retained
earnings  and  additional paid-in capital in the equity section of a statement
of  financial  position,  and is effective for financial statements issued for
fiscal  years  beginning after December 15, 1997.  Management does not believe
this  new  FASB will have a material impact on the financial statements of the
Company.

On  June  30,  1997,  the  FASB  issued  SFAS  131 entitled, "Disclosure About
Segments  of  an  Enterprise  and  Related  Information".    This  statement
establishes  additional  standards  for  segment  reporting  in  the financial
statements  and  is  effective  for  fiscal years beginning after December 15,
1997.    Management  has  not  determined  the effect of this statement on its
financial  statement  disclosure.

2.          PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consists  of  the  following  at  June  30:

</TABLE>
<TABLE>
<CAPTION>

                                    1997          1996
<S>                              <C>          <C>

  Equipment and buildings        $  766,325   $   930,525 
  Mineral properties                517,476       517,476 
                                 -----------  ------------
                                  1,283,801     1,448,001 

  Less accumulated depreciation
       and depletion               (841,620)   (1,005,820)
  Impairment allowance             (442,181)     (442,181)
                                 -----------  ------------
  Net                            $        -   $    -    - 
                                 ===========  ============
</TABLE>

     Costs  of mineral properties at June 30, 1997 and 1996 relate principally
to  the  Golden  Eagle  Mine.

3.          INVESTMENT  IN  MIRAMAR  MINING  CORPORATION

     The  Company's  investment  in  Miramar  Mining  Corporation  ("Miramar")
represents  an  approximate  2% interest in that company.  Miramar is a mining
company  listed  on the NASDAQ Stock Exchange and is a related party (see Note
5).    At  June 30, 1997 and 1996, this investment was recorded at cost, which
was  less  than  market value.  The market value of the investment at June 30,
1997  and  1996,  respectively,  based  on quoted values of shares of stock of
Miramar  that were traded on the NASDAQ, was $ 3,562,500 and $ 5,500,000.  Due
to  the related party nature of the investment, the investment is not recorded
above  original  cost  basis.  Due to the nature of marketable securities, and
their  susceptibility  to  fluctuations in market conditions, their fair value
could  change  significantly  in  the  next  year.

4.          INCOME  TAXES

     No  provision  for  income  taxes  has  been recorded in the accompanying
financial  statements due to the net losses of the Company.  At June 30, 1997,
the  Company  had  net operating loss ("NOL") carryforwards and investment tax
credit  carryforwards  as  follows:
<TABLE>
<CAPTION>

  <S>              <C>        <C>            <C>

GENERATED     NOL             INVESTMENT     EXPIRATION
DURING YEAR   CARRY-          TAX CREDIT    DURING YEAR
NDED JUNE 30  FORWARDS     CARRYFORWARDS  ENDING JUNE 30
                     ($)            ($)  

    6/30/83  -                    2,198           1998
    6/30/84  -                   21,688           1999
    6/30/85  4,708,014           30,208           2000
    6/30/86  1,665,695           38,474           2001
    6/30/87  1,859,143           28,672           2002
    6/30/88  2,900,049                -           2003
    6/30/89  1,348,450                -           2004
    6/30/90    396,275                -           2005
    6/30/91    290,475                -           2006
    6/30/92    433,404                -           2007
    6/30/93    576,965                -           2008
    6/30/94    688,394                -           2009
    6/30/95    335,180                -           2010
    6/30/96     62,189                -           2011
    6/30/97    137,105                -           2012
            ----------        ---------               
           $15,401,338          121,240
           ===========       ===========             

</TABLE>

          The  Company  has  not  recognized  a deferred tax asset relating to
these  carryforwards.

          The  NOL  carryforwards  generated through the date of the Company's
reorganization  in  1990 are subject to an annual limitation of $272,858.  The
NOL  carryforwards  generated  subsequent  to  such reorganization are allowed
without  limitation.  Therefore, total NOL carryforwards actually available to
offset  future  taxable  income  will  be limited to approximately $ 6,500,000
before  fully  expiring  during  the  year  ending  June 30, 2017.  Subsequent
ownership  changes  could  further  reduce  available  NOL carryforwards.  The
annual  limitation,  and  therefore  the  NOL  carryforwards  available,  are

increased  by  any recognized built-in gains during a taxable year as provided
by  Internal  Revenue  Code  Section  382.

          The  Company  has  adopted  Financial  Accounting  Standards  Board
Statement No. 109, Accounting for Income Taxes (SFAS 109).  The Company had no
recorded  deferred  taxes  before  or  after  implementation  of SFAS 109 and,
accordingly,  there  was  no  cumulative  or  current  period  effect from the
adoption  of  SFAS  109.

          Deferred  income  taxes  reflect the impact of temporary differences
between  the  amount  of  assets  and  liabilities  recognized  for  financial
reporting purposes and such amounts recognized for tax purposes and the impact
of net operating loss carryforwards.  The components of the Company's deferred
tax  assets  as  of  June  30,  1997  were  as  follows:
<TABLE>
<CAPTION>

                                                                      1997          1996
<S>                                                               <C>           <C>

BENEFIT FROM NET OPERATING LOSS CARRYOVERS                        $ 5,236,455   $ 5,170,450 
BENEFIT FROM INVESTMENT TAX CREDIT CARRYOVERS                         121,240       129,120
OTHER                                                                 231,770       164,777 
                                                                  ------------  ------------
TOTAL                                                               5,589,465     5,464,347 
VALUATION ALLOWANCE                                                (5,589,465)   (5,464,347)
                                                                  ------------  ------------
NET                                                               $         -   $         - 
</TABLE>

5.          RELATED  PARTY  TRANSACTIONS

     In  September  1989,  the  Company entered into a joint venture agreement
with  Miramar Gold Corporation ("Miramar Gold"), a Nevada corporation, for the
operation  of  mining  properties  and  equipment (the Golden Eagle Mine Joint
Venture).   Miramar Gold is a wholly-owned subsidiary of Miramar (see Note 3),
which has a 16% interest in the Company.  Mr. W.H. Berukoff is President and a
member  of  the Board of Directors of the Company.  He is also President and a
member of the Board of Directors of Miramar Gold and Miramar.  Under the terms
of  the agreement, the Company received 20% of the revenue and paid 40% of the
expenses  from  mining  operations  until  Miramar  had  received the sum of $
1,000,000.    Beginning  in  September,  1994, the Company received 40% of the
revenues  and  paid  40%  of  the  expenses.

     At June 30, 1997 and 1996, the Company had a payable to Miramar Gold of $
2,570,915  and  $  2,521,426,  respectively, for costs paid by Miramar Gold on
behalf  of the Company.  The Company classifies this payable as non-current as
Miramar  Gold  has  represented  it  will  not  demand payment in fiscal 1998.
Repayments  will  be  made  as  cash  flow  permits.

     Management fees for services rendered to the Company were paid to Miramar
Gold  in  1997, 1996 and 1995 in the amount of $6,438, $ 25,752, and $ 29,033.

     At June 30, 1997 and 1996, the Company had a receivable of $ 53, 261 from
Red  Lion  Management,  (a  major  shareholder)  which  is  controlled  by the
President  of  the  Company,  as  well  as a receivable of $ 1,860, from other
companies  that  are  controlled by the President of the Company.  The Company
classifies  these receivables as non-current as significant repayments are not
expected  in  fiscal  1998.

6.          COMMITMENTS

     At  June  30,  1997  and 1996, as security for the performance of certain
reclamation  procedures  at  a  mining  property,  the Company is contingently
liable  for  its  pro-rata  portion  in  the  amount of $247,000, under unused
letters  of  credit  issued by a bank.  These letters of credit are secured by
certificates  of  deposit  that  have  been  assigned  to  the  bank.
     The  Company  has  entered into mining leases whereby it has been granted
the  right  to  conduct exploration and other mining activities on agreed upon
land  areas.  Such leases, which are cancelable within one year, are generally
effective  as long as minerals are produced in commercial quantities.  Amounts
paid  under  mining leases during the years ended June 30, 1997,1996, and 1995
totaled  $  37,772,  $  57,587,  and    $  57,664.

7.          DISCLOSURES  ABOUT  FAIR  VALUE  OF  FINANCIAL  STATEMENTS

     No fair market value was determinable for amounts due to and from related
parties.    These  arrangements  are  interest  free  and  similar  financing
arrangements  could  not  be  obtained  by  the  Company  currently.