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

                                   FORM 10-QSB

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

For the quarterly period ended September 30, 1999

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

For the transition period from _ _ _ _ _ _ _ _ _ _  to _ _ _ _ _ _ _ _ _ _

Commission file number 0-24393

AURORA GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)

Delaware                                             13-3945947
(State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                    Identification No.)

1505 - 1060 ALBERNI STREET, VANCOUVER B.C. CANADA V6E 4K2
(Address of principal executive offices)

(604) 687-4432
(Issuer's Telephone Number)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Former name, former address and former fiscal year, if changed since last
report)

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

YES [X]  NO [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check, whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.

YES [ ]  NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 11740,641 shares of Common Stock were
outstanding as of September 30, 1999.

Transitional Small Business Disclosure Format (check one);

YES [ ]  NO [X]

<PAGE>


                             AURORA GOLD CORPORATION

     This quarterly report contains statements that plan for or anticipate the
future and are not historical facts. In this Report these forward looking
statements are generally identified by words such as "anticipate", "plan",
"believe", "expect", "estimate", and the like. Because forward looking
statements involve future risks and uncertainties, these are factors that could
cause actual results to differ materially from the estimated results. These
risks and uncertainties are detailed in Part 1 - Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".

The Private Securities Litigation Reform Act of 1995, which provides a "safe
harbor" for such statements, may not apply to this Report.



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

         Consolidated Balance Sheet                                         3

         Consolidated Statements of Stockholder's Equity                    4

         Consolidated Statements of Operations                              5

         Consolidated Statement of Cash Flows                               6

         Consolidated Statements of Mineral Properties                      7

         Notes to Financial Statements                                      8-10





                                       2
<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Balance Sheet (unaudited)
(Expressed in U.S. Dollars)
                                                            September 30,   December 31,
                                                                     1999           1998
----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Assets
Current
     Cash and cash equivalents                                $    14,972    $    68,326
     Non-trade accounts receivable                                     --             --
                                                              --------------------------

                                                                   14,972         68,326
Fixed assets                                                           --             --

Notes receivable                                                   20,000         20,000

Mineral property costs                                            113,820         69,441

Organizational costs                                                2,880          4,607
                                                              --------------------------
                                                              $   151,672    $   162,374
----------------------------------------------------------------------------------------

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                         $    15,134    $    20,580
     Notes payable                                                192,023             --
                                                              --------------------------
                                                                  207,157         20,580
Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               11,740,641 (1998 - 11,181,494) common shares        11,740         11,181

          Additional paid-in capital                            2,629,440      2,259,305
          Deficit accumulated during the development stage     (2,696,665)    (2,128,692)
                                                              --------------------------

                                                                  (55,485)       141,794
                                                               --------------------------
                                                              $   151,672    $   162,374
----------------------------------------------------------------------------------------
</TABLE>

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

Approved on behalf of the Board:

/s/ DAVID JENKINS    (Director)                 /s/ JOHN A.A. JAMES   (Director)
-------------------------------                 --------------------------------


                                       3
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Stockholder's Equity
(Expressed in U.S. Dollars)
(Unaudited)
For the period ended September 30, 1999
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                                           Deficit
                                                                                                         Acumulated
                                                               Common Stock           Additional         during the        Total
                                                    --------------------------------    Paid-In          development   Stockholder's
                                                           Shares           Amount      Capital             stage         Equity
                                                    -------------------------------------------------------------------------------
<S>                                                        <C>          <C>             <C>            <C>             <C>
Balance,
 January 1, 1997                                           9,920,389    $      9,920    $    344,461   $   (361,208)   $     (6,827)
Issuance of common stock
 For cash in March 1997 at
   $1.00 per share (less issue
   costs of $4,842)                                          750,000             750         744,408             --         745,158
Net loss for the year                                                                                      (615,880)       (615,880)
                                                    -------------------------------------------------------------------------------
Balance, December 31, 1997                                10,670,389          10,670       1,088,869       (977,088)        122,451
Issuance of common stock
 For cash in May 1998 at
   $1.25 per share                                           200,000             200         249,800             --         250,000
 For cash in November 1998 at
   $0.698 per share                                           71,667              72          53,676             --          53,748
 For settlement of
   indebtedness - November 1998                               54,100              54          37,142             --          37,196
 For cash in December 1998 at
   $0.750 per share                                          143,333             143         107,357             --         107,500
 For settlement of
   indebtedness - December 1998                               42,005              42          31,461             --          31,503
Grant of options to employees
  and directors                                                   --              --         518,900             --         518,900

Grant of options to Consultants                                   --              --         172,100             --         172,100
Net loss for the year                                                                                    (1,151,604)     (1,151,604)
                                                    -------------------------------------------------------------------------------

Balance, December 31, 1998                                11,181,494          11,181       2,259,305     (2,128,692)        141,794
Issuance of common stock
 For settlement of
   indebtedness - January 1999                                50,000              50          42,140             --          42,190
 For settlement of
   indebtedness - February 1999                                8,615               9           6,991             --           7,000
 For finders fee - February 1999                              25,000              25          20,287             --          20,312
 For cash - March 1999 at
   $0.656 per share                                           22,871              23          14,977             --          15,000
 For settlement of
   indebtedness - March 1999                                  31,510              31          22,620             --          22,651
 For cash in August 1999 at
   $0.625 per share                                          280,000             280         174,720             --         175,000
 For settlement of
   indebtedness - August 1999                                141,161             141          88,400             --          88,541

Net loss for the period                                                                                    (567,973)       (567,973)
                                                    -------------------------------------------------------------------------------
                                                          11,740,651        $ 11,740    $  2,629,440   $ (2,696,665)      $ (55,485)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       4
<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
                                             October 10
                                                1995             Nine-months ended
                                           (inception) to        September 30,
                                            September 30,  -------------------------
                                                1999          1999          1998
For the periods ended                       (cumulative)   (Unaudited)   (Unaudited)
------------------------------------------------------------------------------------
<S>                                          <C>           <C>           <C>
Expenses
  Accounting and legal                       $   184,567   $    17,667   $    28,755
  Administrative and general                     441,918        16,654        80,911
  Amortization and depreciation                   18,982         1,727         6,112
  Exploration                                    989,092       472,350        47,887
  Interest and bank charges                       36,219        16,295         4,200
  Salaries and consulting fees                   316,924        43,867        68,994
  Stock option compensation                      691,000            --            --
                      --------------------------------------------------------------
                                               2,678,702       568,560       236,859


  Less interest income                            21,447           587         2,634
                      --------------------------------------------------------------
                                               2,657,255       567,973       234,225

Write off of mineral property costs               39,410            --            --
                      --------------------------------------------------------------
Net loss for the period                      $ 2,696,665   $   567,973   $   234,225
------------------------------------------------------------------------------------
Loss per share
  Basis and diluted                                        $      0.05   $      0.02
------------------------------------------------------------------------------------

Weighted average common shares outstanding
  Basic and diluted                                         11,229,522    10,774,065
------------------------------------------------------------------------------------
</TABLE>

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



                                       5
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)                                   October 10
                                                                 1995                    Nine-months ended
                                                            (inception) to                 September 30,
                                                             September 30,       --------------------------------
                                                                 1999               1999                1998
For the periods ended                                        (cumulative)        (Unaudited)         (Unaudited)
-----------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                 <C>                 <C>
Cash provided (used) by:

Cash flows from operating activities
   Net loss for the period                                   $(2,696,665)        $  (567,973)        $  (234,225)
   Adjustments to reconcile net loss to net cash used
     in operating activities
      Depreciation and amortization                               18,982               1,727               6,112
      Write off of mineral properties                             39,410                  --                  --
      Compensation on stock options                              691,000                  --                  --
      Expenses satisfied with common stock                       240,329             160,382                  --
   Changes in assets and liabilities
      Decrease (increase) in accounts receivable                      --                  --              (7,674)
      Increase(decrease) in accounts payable                      15,134              (5,446)            (35,108)
                                                             ---------------------------------------------------
                                                              (1,691,810)           (411,310)           (270,895)
                                                             ---------------------------------------------------

Investing activities
   Purchase of fixed assets                                      (24,800)                 --                  --
   Mineral property costs                                       (153,230)            (44,379)           (152,736)
   Notes receivable                                              (20,000)                 --                  --
   Proceeds on disposal of fixed assets                           14,449                  --              14,449
   Incorporation costs                                           (11,511)                 --                  --
                                                             ---------------------------------------------------
                                                                (195,092)            (44,379)           (138,287)
                                                             ---------------------------------------------------
Financing activities
   Proceeds from issuance of common stock                      1,539,539             190,000             250,000
   Issuance of common stock for debt                             (50,000)                 --              37,196
   Issuance of common stock for finders fee                       20,312              20,312                  --
   Proceeds from notes and advances payable                      392,023             192,023                  --
                                                             ---------------------------------------------------
                                                               1,901,874             402,335             287,196
                                                             ---------------------------------------------------

Increase (decrease) in cash for the period                        14,972             (53,354)           (121,986)
Cash, beginning of period                                             --              68,326             122,921
                                                             ---------------------------------------------------
Cash, end of period                                          $    14,972         $    14,972         $       935
----------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       6
<PAGE>

----------------------------------
Aurora Gold Corporation

Consolidated Statements of Mineral Properties
- Acquisition and Exploration Expenses
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                          October 10
                                                                                                             1995
                                                                                                        (inception) to
                                       Additions    Additions      Write-off    Additions    Additions   September 30,
                                       Jan - Dec    Jan - Dec      Jan - Dec    Jan - Dec    Jan - Sep       1999
                                         1996          1997           1997         1998        1999      (cumulative)
                                      -------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>           <C>          <C>          <C>
Property acquisition expenditures
   Canada - Cape Breton               $   14,600   $       --    $  (14,600)   $       --   $       --   $       --
   Canada - Kumealon (Limestone)              --           --            --            --       23,629       23,629
   Canada - Northwest Territories         21,810           --       (21,810)           --           --           --
   Canada - Yukon                             --           --            --            --           --           --
   Guatemala                                  --       30,499            --        37,942       15,750       84,191
   Tunisia                                    --           --            --            --           --           --
   United States - Totem Talc -               --           --         1,000         5,000        6,000
                                      -----------------------------------------------------------------------------
                                      $   36,410   $   30,499    $  (36,410)   $   38,942   $   44,379   $  113,820
                                      -----------------------------------------------------------------------------

Property exploration expenditures
   Canada - Cape Breton               $    3,000   $   96,186    $   (3,000)   $       --   $       --   $   96,186
   Canada - Kumealon (Limestone)-             --           --            --         2,286        2,286
   Canada - Northwest Territories             --           --            --            --           --           --
   Canada - Yukon                             --           --            --            --      325,725      325,725
   Guatemala                                  --       45,900            --       148,744       58,247      252,891
   Tunisia                                    --           --            --            --       34,580       34,580
   United States - Totem Talc                 --           --            --        11,418       31,883       43,301
   General exploration expenditures       93,751       73,429            --        47,314       19,629      234,123
                                      -----------------------------------------------------------------------------
                                      $   96,751   $  215,515    $   (3,000)   $  207,476   $  472,350   $  989,092
                                      -----------------------------------------------------------------------------

                                      -----------------------------------------------------------------------------
Total mineral property costs          $  133,161   $  246,014    $  (39,410)   $  246,418   $  516,729   $1,102,912
                                      -----------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>

Notes to Interim Consolidated Financial Statements (Unaudited)

Basis of Presentation

     In the opinion of management, the accompanying interim financial statements
contain all material adjustments consisting only of normal recurring adjustments
necessary to present fairly the financial position, the results of operations
and cash flows of the Company and its consolidated subsidiaries for the interim
period. Users of the financial information produced for the interim periods are
encouraged to refer to the footnotes contained in the Annual Report on Form
10-KSB when reviewing interim financial results.

     These consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries Aurora Gold, S.A. and Aurora Gold (BVI) Ltd.
All intercompany transactions and balances have been eliminated.

     Exploration costs are charged to operations as incurred as are normal
development costs until such time that proven reserves are discovered. At
September 30, 1999 and 1998, the Company did not have proven mineral reserves.
Costs of initial acquisition of mineral rights and concessions are capitalized
until the properties are abandoned or the right expires.

1.   Nature of Business and Going Concern

     The Company was formed on October 10, 1995 under the laws of the State of
     Delaware and is in the business of exploration and development of mineral
     properties. The Company has not yet determined whether its properties
     contain mineral resources that may be economically recoverable.

     These financial statements have been prepared in accordance with generally
     accepted accounting principles applicable to a going concern which
     contemplates the realization of assets and the satisfaction of liabilities
     and commitments in the normal course of business. The general business
     strategy of the Company is to acquire mineral properties either directly or
     through the acquisition of operating entities. The continued operations of
     the Company and the recoverability of mineral property costs is dependent
     upon the existence of economically recoverable reserves, confirmation of
     the Company's interest in the underlying mineral claims, the ability of the
     Company to obtain necessary financing to complete the development and upon
     future profitable production. The Company has incurred recurring operating
     losses and requires additional funds to meet its obligations and maintain
     its operations. Management's plans in this regard are to raise equity
     financing as required. These conditions raise substantial doubt about the
     Company's ability to continue as a going concern. These financial
     statements do not include any adjustments that might result from this
     uncertainty.

2.   Fixed Assets

<TABLE>
<CAPTION>
                                      September 30, 1999           September 30, 1998
                                  -----------------------------------------------------
                                                Accumulated                Accumulated
                                      Cost     Depreciation      Cost      Depreciation
                                  -----------------------------------------------------
<S>                               <C>            <C>            <C>            <C>
Furniture                         $    --        $    --        $ 5,229        $   873
Computer equipment                     --             --         11,554          7,584
Office equipment                       --             --          8,017          1,894
                                  -----------------------------------------------------

                                       --             --         24,800         10,351
                                  -----------------------------------------------------
Cost less accumulated
  depreciation                    $    --                       $14,449
                                  =====================================================
</TABLE>

                                       8
<PAGE>

3.   Organization Costs

                                      September 30, 1999     September 30, 1998

       Cost                                      $11,511                $11,511
       Less accumulated amortization               8,631                  6,501
                                      ------------------------------------------
                                                 $ 2,880                $ 5,010
                                      ==========================================

4.   Related Party Transactions

     Related party transactions not disclosed elsewhere in these financial
statements include:

     a)   Included in accounts payable is $0 (September 30, 1998 - $2,279) due
          to directors and a company controlled by a director in respect of
          salaries, consulting fees and reimbursement for operating expenses.

     b)   During the nine month period ended September 30, 1999, consulting
          fees, salaries and wages of $113,190 (September 30, 1998 - $51,538)
          were paid or are payable to directors or companies controlled by
          directors.

5.   Non Cash Investing and Financing Activities

     Amounts owing to a director of $42,190 were settled in January 1999 with
     the issuance of 50,000 common shares. In February accounts payable of
     $7,000 were settled with the issuance of 8,615. In February, a finder's fee
     of $20,312 was settled with the issue of 25,000 shares of common stock. In
     March, amounts owing to a director of $22,650 were settled with the
     issuance of 31,510 shares. In August accounts payable of $61,691 were
     settled with the issuance of 26,201. In August, amounts owing to a director
     of $13,350 were settled with the issuance of 21,329 shares. The conversion
     of indebtedness was done at the following prices:

                 Conversion
                Indebtedness            Price              Shares
            -------------------- ------------------ ------------------

                       $ 42,190              $0.84             50,000
                          7,000              $0.81              8,615
                         20,312              $0.81             25,000
                         22,650              $0.72             31,510
                         15,000              $0.62             24,000
                         70,042              $0.62            112,066
                          3,500              $0.69              5,095
            --------------------                    ------------------

                       $180,694                               256,286
            ==========================================================

     The carrying value of the indebtedness approximated the fair value of the
     common shares issued.



                                       9
<PAGE>

6.   Outstanding Options

     At September 30, 1999, the Company had 1,530,000 options outstanding which
are exercisable between $0.01 and $0.75 per common share at varying dates
through 2004.


ITEM 2.   MANAGEMENT'S' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

A.   General

     The Company is a mineral exploration company based in Vancouver, Canada
engaged in the exploration of base and precious metals worldwide. The Company
was incorporated under the laws of the State of Delaware on October 10, 1995,
under the name "Chefs Acquisition Corp." and is a development stage company.

     Since commencement of its exploration operations in 1996, the Company has
undertaken a review of potential world mining properties with the objective of
acquisitions, exploration and development.

     In addition to British Columbia and the Yukon Territories in Canada,
Guatemala in Central America, Tunisia in North Africa, and Washington State in
the U.S.A., other primary regions under investigation by the Company include
Argentina, Egypt, Mexico, West Africa and South Africa and elsewhere in both
Canada and the U.S.A.

     The management of the Company has developed the following exploration
objectives, viz: the acquisition of properties with large scale potential; to
minimize capital costs on leases or concessions; the acquisition of properties
adjacent or in close proximity to recent discoveries of large scale Mineral
Reserves; to be the first-in staking where possible; secured repatriation on
mineral rights and royalties and to establish joint ventures and/or partnerships
with established companies that possess the resources to complete mine
development. All of the Company's properties are in the preliminary exploration
stage without any presently known body of Mineral Reserves.

B.   Exploration

1.   British Columbia, Canada

     In February 1999, the Company acquired, by staking, a high grade limestone
     property six (6) square kilometers (741 acres) located on the north shore
     of Kumealon Inlet, 54 kilometers south-southeast of Prince Rupert, B.C.
     Canada.

     The Company's plans for a complete geological investigation in connection
     with an extensive bedrock-sampling program have been deferred until 2000.

2.   Yukon Territories, Canada

     In May and June, - 1999 the Company acquired by staking, 100% interest in
     five gold exploration properties covering approximately 240 square
     kilometers, in the Yukon's Tintina Gold Belt. The primary interest lies
     between the Tintina Fault to the north and the Denali Fault to the south
     and defining a broad arc through central Alaska and the Yukon.

     The Company compiled geochemical, geophysical and Yukon Minifile
     information in a computer-based Graphical Information System. With these
     data the Company identified a large number of gold targets within the
     Yukon's Tintina Gold Belt. In the period from July


                                       10
<PAGE>

     through September, 1999 the Company conducted field programs involving soil
     and stream sediment geochemical sampling and geological mapping.

     The results of the field work will be assessed in the last quarter of 1999
     allowing decisions to be made with regard to the next phases of field work
     to be conducted in 2000, and any associated increases, or decreases, to the
     areas of exploration.

3.   Guatemala, Central America

     During fiscal 1998 and the first quarter of fiscal 1999, the Company
     carried out programs of geological reconnaissance, sampling of rock
     outcrops and sampling of stream sediments, on ten (10) mineral exploration
     concession licenses. In addition, similar programs were completed on five
     (5) properties for which applications for mineral exploration concession
     licenses were pending. As a consequence of the results of these programs,
     it was decided to surrender six (6) mineral exploration concession licenses
     and withdraw four (4) applications. The Company was subsequently granted a
     mineral exploration licence at La Esperanza, the fifth property for which
     an application had been filed.

     With La Esperanza, the Company now holds (5) mineral exploration concession
     licenses, the others being known as Aguas Calientes, Apantes, Jicaro and
     Valenton 1: and one(1) mineral reconnaissance license covering 800 square
     kilometers, known as San Diego.

     During the balance of 1999 and early 2000, the Company will concentrate on
     initial evaluation of the San Diego mineral reconnaissance concession which
     will involve archival and other research to identify prospective areas for
     subsequent field mapping; and, sampling of outcrops, soils and stream
     sediments.

4.   Tunisia, North Africa

     The Company reviewed an extensive collection of data prepared by the Office
     National des Mines ("ONM") of Tunisia which included historical production,
     detailed geological mapping, geochemistry, geophysics and in many cases,
     drill hole data, to outline areas of interest. Based on its analysis the
     Company entered into five (5) option agreements with High Marsh Holdings
     Ltd. ("High Marsh") in July, 1999, to acquire 100% interest in five
     properties, considered highly prospective for discovery of predominantly
     zinc-bearing deposits, similar to those currently being exploited in
     Tunisia.

     The properties are located within, or near the `Zone des Domes" district, a
     southwest to northeast striking belt of Triassic salt-domes and diapirs
     intruded into Cretaceous carbonates, located in northern Tunisia. The zone
     is approximately 250 kilometers long and 80 kilometers wide. Nearly all of
     the historic lead/zinc producers, and three currently producing lead/zinc
     mines are located in the Zone des Domes district.

     The exploration targets are replacement-type deposits of galena (lead
     sulfide, PbS) and sphalerite (zinc sulfide ZnS), accompanied by barite and
     fluorite. The geological setting is similar to `Mississippi Valley Type'
     lead/zinc deposits occurring in the U.S.A., but the Tunisian deposits tend
     to have appreciably higher zinc grades. The five exploration permits
     (Permis de Recherche des Mines) under option have been formally awarded to
     High Marsh by the Director General of Mines for Tunisia (Le Directeur
     General des Mines).

     In the quarter ended September 30, 1999, the Company has continued with its
     technical investigations in Tunisia and is preparing budgets and schedules
     for exploration programs to commence in 2000.


                                       11
<PAGE>


5.   Washington State, U.S.A.

     The Totem Talc property, located near Metalline Falls, Pend Oreille County,
     Washington, consists of ten unpatented lode claims, covering approximately
     206 acres, and is held under option by Aurora in an agreement with the
     joint venture owners, United Catalysts Inc. and Getchell Gold Corporation.

     The Company has considered strategies for advancing the development of the
     property based on the conclusions and recommendations in the report
     provided by the international firm of consultants responsible for the
     re-estimation of the Mineral Resources. A decision on the next phase of
     work is expected to be made by the end of 1999.

C.   Financial Information

Nine Months Ended September 30, 1999 versus Nine Months Ended September 30, 1998

     Net loss for the nine months ended September 30, 1999 was $567,973 compared
to a loss of $234,225 for the nine months ended September 30, 1998. The increase
in the current period net loss is the result of (1) increased exploration
expenditures of $424,463 to $472,350 (September 30, 1998 - $47,887); (2)
decrease in accounting and legal expenses of $26,988 to $17,667 (September 30,
1998 - $28,755); (3) decrease in administrative and general expenses of $64,257
to $16,654 (September 30, 1998, - $80,911); (4) decrease in salaries and
consulting expenses of $$25,127 to $43,867 (September 30, 1998 - $68,994).

D.   Financial Condition

     At September 30, 1999, the Company had cash and cash equivalents of $14,972
(September 30, 1998 - $20,935) and a working capital deficiency of $192,185
(working capital deficiency September 30, 1998 - $12,823) respectively. Total
liabilities as of September 30, 1999 were $207,157 (September 30, 1998 -
$33,758), an increase of $173,399. During the nine months ended September 30,
1999 investing activities consisted of additions to mineral properties $44,379
(1998 - $152,736). Net loss for the nine months ended September 30, 1999
increased $33,748 to $567,973 (Loss September 30, 1998 - $234,225).

     The Company does not have sufficient working capital to (i) pay its
administrative and general operating expenses through December 31, 2000 and (ii)
to conduct its preliminary exploration programs. Without cash flow from
operations, it may need to obtain additional funds (presumably through equity
offerings and/or debt borrowing) in order, if warranted, to implement additional
exploration programs on its properties. Failure to obtain such additional
financing may result in a reduction of the Company's interest in certain
properties or an actual foreclosure of its interest. The Company has no
agreements or understandings with any person as to such additional financing.

     None of the Company's properties has commenced commercial production and
the Company has no history of earnings or cash flow from its operations. While
the Company may attempt to generate additional working capital through the
operation, development, sale or possible joint venture development of its
properties, there is no assurance that any such activity will generate funds
that will be available for operations.

     The Company has not declared or paid dividends on its shares since
incorporation and does not anticipate doing so in the foreseeable future.

E.   Year 2000 Issues

          The company utilizes software and related technologies in its business
     that will be affected by the "Year 2000 computer problem", which is common
     to many corporations and


                                       12
<PAGE>

     governmental entities. This problem concerns the inability of information
     systems, primarily computer software programs and certain hardware, to
     properly recognize and process date-sensitive information as the Year 2000
     approaches. Absent corrective actions, computer programs that have
     date-sensitive software may recognize a date using "00" as the year 1900
     rather than 2000. This could result in system failure or miscalculation
     causing disruptions to various activities and organizations.

          The Company has modified and tested all the critical applications
     along with all non-critical applications of its information technology
     ("IT"), the result of which is that all such applications have been either
     modified or replaced and are now Year 2000 compliant. The Company used an
     independent consultant to oversee the Year 2000 project as well, as to
     perform certain remediation efforts. In-addition, progress on the Year 2000
     project is also monitored by senior management, and reported to the Board
     of Directors. The total amount of the payments made to-date and to be made
     hereafter to such independent consultant are not expected to be material.
     Based on the Company's analysis to date, the Company believes that its
     material non-IT systems are either Year 2000 compliant, or do not need to
     be made Year 2000 compliant in order to continue to function in
     substantially the same manner in the Year 2000. Contingency plans are being
     developed for all major components in case of system failures surrounding
     the Year 2000. The Company's Year 2000 compliance work has not caused, nor
     does the Company expect that it will cause, a deferral on the part of the
     Company of any material IT or non-IT projects.

          The Company has identified critical suppliers, as well as other
     essential service providers, and has surveyed their Year 2000 compliancy.
     Based on expected compliance dates expressed by some of these critical
     suppliers and other service providers, additional follow-up will be
     required to fully assess their state of readiness for the Year 2000. These
     follow-up activities will occur throughout 1999. For other suppliers and
     service providers, risk assessments and contingency plans, where necessary
     were developed. The Company has taken the above steps to address issues
     surrounding suppliers and service providers; however the Company has no
     direct ability to influence other parties' compliance actions. The Company
     believes it has taken the necessary actions to mitigate the effect of the
     Year 2000 risks, however, there can be no assurance that any of the
     Company's vendors or others, with whom it transacts business, will be Year
     2000 compliant prior to such date. The company is unable to predict the
     ultimate effect that the Year 2000 problem may have upon the Company, in
     that there is no way to predict the impact that the problem will have
     nation-wide or world-wide and how the Company will in turn be affected,
     and, in addition, the company cannot predict the number and nature of its
     vendors and customers who will fail to become Year 2000 compliant prior to
     January 1, 2000. Significant Year 2000 difficulties on the part of vendors
     or customers could have a material adverse impact upon the Company's
     operating results and financial condition.

          The Company's most likely potential risk is a temporary inability of
     third party assay labs to correctly assay the mineral content of the rock
     and soil samples sent to them for analysis. The Company has prepared a list
     of alternative labs to use should the assay lab currently used not be able
     to correctly assay the material.

          Contingency plans for the Year 2000 related business interruption are
     being developed and are expected to be completed by mid November 1999 and
     will include, but not be limited to, the development of emergency backup
     recovery procedures, replacing automated processes with manual processes
     and identification of alternative suppliers. The Company's Year 2000
     efforts are ongoing and its overall plan, as well as the consideration of
     contingency plans, will continue to evolve as new information becomes
     available. While the Company is taking steps it believes to be necessary to
     prevent any major interruption to its business activities that will depend
     in part, upon the ability of third parties to be Year 2000 compliant.




                                       13
<PAGE>

                           PART 11. OTHER INFORMATION


ITEM 1.   Legal Proceedings

          The Company is not party to any litigation, and has no knowledge of
          any pending or threatened litigation against it.


ITEM 2.   Changes in Securities

          Not Applicable


ITEM 3.   Defaults Upon Senior Securities

          Not Applicable


ITEM 4.   Submission of Matters to a Vote of Security Holders

          The Company held its Annual General Meeting on September 30, 1999. At
          the meeting two shareholders holding 141,667 shares were present in
          person and 98 shareholders holding 6,500,311 were represented by
          proxy.

          At the meeting unanimous approval by a show of hands was given in
          respect to:

          1.   The election of Messrs. Antonino G. Cacace, John A.A. James,
               David Jenkins, Richard O'C Whittall as directors of the Company,
               and

          2.   The appointment of BDO Dunwoody as auditors of the Company.


ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               None.

          (b)  Reports on Form 8-K

               None.



                                       14
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.


Date:    November 15, 1999                 BY:      /s/ David Jenkins
         -----------------                          -----------------
                                                    David Jenkins
                                                    Director and President

Date:    November 15, 1999                 BY:      /s/ John A.A. James
         -----------------                          -------------------
                                                    John A.A. James
                                                    Director and Vice-President
















                                       15