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 March 31, 1999

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

For the transition period from __________  to __________

Commission file number 0-24393

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:  11,287,368 shares of Common Stock
were outstanding as of March 31, 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

         Notes to Financial Statements                                 7-9


                                       2
<PAGE>

--------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Balance Sheet
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                         1999              1998
March 31,                                                          (Unaudited)       (Unaudited)
------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>        
Assets
Current
     Cash and cash equivalents                                    $     8,477        $   297,140
     Non-trade accounts receivable                                      9,182                 --
                                                                  ------------------------------
                                                                       17,659            297,140

Fixed assets                                                               --             16,555
Notes receivable                                                       20,000                 --
Mineral property costs                                                 93,070             30,499
Organizational costs                                                    4,031              6,506
                                                                  ------------------------------
                                                                  $   134,760        $   350,700
------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                             $    26,926        $    45,677
     Notes payable                                                         --                 --
                                                                  ------------------------------
                                                                       26,926             45,677
                                                                  ------------------------------
Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               11,287,368 (1998 - 10,870,387) common shares            11,288             10,920
          Additional paid-in capital                                2,344,700          1,338,619
          Deficit accumulated during the development stage         (2,248,154)        (1,044,516)
                                                                  ------------------------------
                                                                      107,834            305,023
                                                                  ------------------------------
                                                                  $   134,760        $   350,700
------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

Approved on behalf of the Board:

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


                                       3
<PAGE>


--------------------------------------------------------------------------------
Aurora Gold Corporation
(a development stage enterprise)
Consolidated Statements of Stockholder's Equity
(Expressed in U.S. Dollars)
(Unaudited)
For the period ended March 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                                               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 settlement of
           Indebtedness                                   311,105             311         229,636               --         229,947

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                                    80,874              82          65,108               --          65,190

         For finders fee                                   25,000              25          20,287               --          20,312

Net loss for the period                                                                                   (119,462)       (119,462)
                                                       ----------------------------------------------------------------------------
Balance, March 31, 1999                                11,287,368     $    11,288     $ 2,344,700      $(2,248,154)    $   107,834
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

--------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                   October 10
                                                                     1995                       Three-months ended
                                                                 (inception) to                      March 31,
                                                                    March 31,           ------------------------------------
                                                                     1999                   1999                   1998
For the periods ended                                             (cumulative)           (Unaudited)            (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                   <C>                   <C>
General and administrative expenses
      Consultants                                                 $     53,633          $         --          $         --
      Depreciation and amortization                                     17,831                   576                 2,510
      Interest, bank charges and foreign exchange                       20,114                   190                   157
      Office and miscellaneous, net of recoveries                      105,006               (18,762)                7,779
      Professional fees - legal                                        130,240                 1,900                 2,791
                        - accounting                                    38,560                    --                    --
      Rent and other                                                    59,019                 3,281                   824
      Salaries and wages                                               244,371                24,947                13,112
      Shareholder relations, advertising and
          Promotion                                                     92,303               (14,779)                2,144
      Stock option compensation                                        691,000                    --                    --
      Transfer agents, listing and filing fees                          51,245                 5,296                 2,749
      Travel                                                            50,265                    --                    --
      Telephone                                                         44,422                 1,960                   604
                                                                  --------------------------------------------------------

                                                                     1,598,009                 4,609                32,670

      Less interest income                                              21,238                   378                   713
                                                                  --------------------------------------------------------

                                                                     1,576,771                 4,231                31,957

Exploration expenses                                                   631,973               115,231                35,471
Write off of mineral property costs                                     39,410                    --                    --
                                                                  --------------------------------------------------------

Net loss for the period                                           $  2,248,154          $    119,462          $     67,428
--------------------------------------------------------------------------------------------------------------------------
Loss per share
      Basis and diluted                                                                 $       0.01          $       0.01
                                                                                        ----------------------------------

Weighted average common shares outstanding
      Basic and diluted                                                                   11,219,696            10,670,389
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

--------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                 October 10
                                                                    1995                   Three-months ended
                                                               (inception) to                   March 31,
                                                                  March 31,          -------------------------------
                                                                    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                                    $(2,248,154)        $  (119,462)        $   (67,428)
      Adjustments to reconcile net loss to net cash used
        in operating activities
         Depreciation and amortization                                17,831                 576               2,510
         Write off of mineral properties                              39,410                  --                  --
         Compensation on stock options                               691,000                  --                  --
         Expenses satisfied with common stock                        165,449              85,502                  --
      Changes in assets and liabilities
         Decrease (increase) in accounts receivable                   (9,182)             (9,182)             12,326
         Increase(decrease) in accounts payable                       26,926               6,346             (23,189)
                                                                 ----------------------------------------------------

                                                                  (1,316,720)            (36,220)            (75,781)
                                                                 ----------------------------------------------------
Investing activities
      Purchase of fixed assets                                       (24,800)                 --                  --
      Mineral property costs                                        (132,480)            (23,629)                 --
      Notes receivable                                               (20,000)                 --                  --
      Proceeds on disposal of fixed assets                            14,449                  --                  --
      Incorporation costs                                            (11,511)                 --                  --
                                                                 ----------------------------------------------------

                                                                    (174,342)            (23,629)                 --
                                                                 ----------------------------------------------------
financing activities
      Proceeds from issuance of common stock                       1,349,539                  --             250,000
      Repayment of notes payable                                          --                  --                  --
      Proceeds from notes and advances payable                       150,000                  --                  --
                                                                 ----------------------------------------------------

                                                                   1,499,539                  --             250,000
                                                                 ----------------------------------------------------

Increase (decrease) in cash for the period                             8,477             (59,849)            174,219
Cash, Beginning of period                                                 --              68,326             122,921
                                                                 ----------------------------------------------------
Cash, end of period                                              $     8,477         $     8,477         $   297,140
                                                                 ----------------------------------------------------
</TABLE>

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


                                       6
<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 March
31, 1999 and 1998,  the Company did not have proven  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.


                                       7
<PAGE>

2.   Fixed Assets

<TABLE>
<CAPTION>
                                                       1999                       1998
                                              ---------------------------------------------------
                                                          Accumulated                Accumulated
                                               Cost       Depreciation      Cost     Depreciation
                                              ---------------------------------------------------
<S>                                           <C>           <C>           <C>           <C>
     Furniture                                $    --       $    --       $ 5,229       $   612
     Computer equipment                            --            --        11,554         6,140
     Office equipment                              --            --         8,017         1,493
                                              ---------------------------------------------------

                                                   --            --        24,800         8,245
                                              ---------------------------------------------------
     Cost less accumulated depreciation               $    --                    $16,555
                                              ===================================================
</TABLE>

3.   Mineral Properties and Exploration Expenses

     Mineral property costs consist of:                      1999          1998

     Kumealon - Limestone property Canada                 $ 23,629      $     --
     Guatemala                                              68,441        30,499
     Totem Talc (United States of America)                   1,000            --
                                                          ----------------------
                                                           
                                                          $ 93,070       $30,499
                                                          ======================
                                                 
     Mineral exploration expenses consist of:

     Cape Bretton Mineral Claims
           Exploration expenditures, end of period        $113,786     $113,786
           Exploration expenditures, beginning of year     113,786      113,786
                                                          ---------------------
     Expenditures for the period                                --           --
                                                          ---------------------

     Guatemala Mineral Claims
           Exploration expenditures, end of period         239,984       80,894
           Exploration expenditures, beginning of year     194,644       45,900
                                                          ---------------------
     Expenditures for the period                            45,340       34,994
                                                          ---------------------

     Kumealon - Limestone
           Exploration expenditures, end of period           2,286           --
           Exploration expenditures, beginning of year          --           --
                                                          ---------------------
     Expenditures for the period                             2,286           --
                                                          ---------------------

     Totem Talc
           Exploration expenditures, end of period          30,720           --
           Exploration expenditures, beginning of year      11,418           --
                                                          ---------------------
     Expenditures for the period                            19,302           --
                                                          ---------------------

     Tunisia
           Exploration expenditures, end of period          19,878           --
           Exploration expenditures, beginning of year          --           --
                                                          ---------------------
     Expenditures for the period                            19,878           --
                                                          ---------------------


                                       8
<PAGE>

     General exploration                                    28,425          477
                                                          ---------------------

     Total                                                $115,231     $ 35,471
                                                          =====================


4.   Organization Costs

                                            1999            1998

     Cost                                $ 11,511        $ 11,511
     Less accumulated amortization         (7,480)         (5,005)
                                         ------------------------
                                         $  4,031        $  6,506
                                         ========================

5.   Related Party Transactions

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

     a)   Included in accounts payable is $Nil (1998 - $31,055) due to directors
          and a  company  controlled  by a  director  in  respect  of  salaries,
          consulting fees and reimbursement for operating expenses.

     b)   During the  period,  consulting  fees,  salaries  and wages of $15,000
          (1998 - $10,000)  were paid or are payable to  directors  or companies
          controlled by directors.

6.   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 March 1999,  the Company  settled
     promissory  notes  payable of $15,000 with the issuance of 21,540 shares of
     common  stock.  In March  accounts  payable of $8,000 were settled with the
     issuance of 9,334.  In March a finder's fee of $20,312 was settled with the
     issue of 25,000 shares of common stock.  The conversion of indebtedness was
     done at the following prices:

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

                    $42,190       $0.84        50,000
                     27,312       $0.81        33,615
                     16,000       $0.72        22,259
                 ----------                ----------

                    $85,502                   105,874
                 ====================================

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

7.   Outstanding Options

     At March 31, 1999, the Company had 1,155,000 options  outstanding which are
exercisable  between  $0.01 and $0.75 per common share at varying  dates through
2003.


                                       9
<PAGE>

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  Guatemala,  primary  regions  under  investigation  by the
Company include Argentina, Canada, Egypt, Mexico, United States of America, West
Africa and South Africa.

     The  management  of the Company has  developed  the  following  exploration
objectives,  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 ore.

B.   Exploration

1.   Canada

     In February 1999, the Company acquired,  by staking, a high grade limestone
property three (3) square  kilometres  (741 acres) located on the north shore of
Kumealon Inlet, 54 kilometres south-southeast of Prince Rupert, B.C. Canada.

     The Company plans a complete geological investigation in connection with an
extensive bedrock-sampling program in 1999

2.   Guatemala

     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 the mineral exploration concession licenses at
Aguas Calientes,  Apantes, Chiyax, El Rancho, Jicaro, Los Angeles, Los Cipreses,
Miramundo, Monjitas and Valenton 1. In addition, similar programs were completed
on five (5) properties for which applications for mineral exploration concession
licenses were pending, specifically Barranquillo,  Bola de Oro, La Esperanza, La
Union and El Tesoro 1. As a consequence of the results of these programs, it was
decided to surrender six mineral exploration  concession licenses (January 1999)
and withdraw four applications (February 1999).

     During 1999,  the Company will  complete  exploration  programs,  involving
field  mapping,  sampling of outcrops,  sampling of stream  sediments,  and soil
geochemistry,  on the four (4) mineral exploration  concession  licenses,  Aguas
Calientes,  Apantes,  Jicaro  and  Valenton  1,  the  one  pending  (1)  mineral
exploration   concession   license,   La  Esperanza  and  the  one  (1)  mineral
reconnaissance license, San Diego.

                                       10
<PAGE>

2.   United States of America

     The Totem Talc property,  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  is  currently   considering   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.

C.   Financial Information

Three Months Ended March 31, 1999 versus Three Months Ended March 31, 998

     Net loss for the three months ended March 31, 1999 was $119,462 compared to
a loss of $67,428 for the three months ended March 31, 1998. The increase in the
current period net loss is the result of increased  exploration  expenditures of
$115,231 (March 31, 1998 - $35,471).

     Office and  miscellaneous,  net of recoveries  were a credit of $18,762 for
the three  months  ended March 31, 1999  compared to $7,779 for the three months
ended March 31, 1998.

     Shareholder  relations,  advertising  and promotion had a credit of $14,779
for the three  months  ended  March 31,  1999  compared  to $2,144 for the three
months ended March 31, 1998. The credit relates to a recovery of shared costs.

D.   Financial Condition

     At March 31,  1999,  the Company had cash and cash  equivalents  of $17,659
(March 31, 1998 - $297,140) and a working capital  deficiency of $9,267 (working
capital March 31, 1998 - $251,463)  respectively.  Total liabilities as of March
31, 1999 were $26,926 (March 31, 1998 - $45,677), a decrease of $18,751.  During
the three  months  ended  March  31,  1999  investing  activities  consisted  of
additions to mineral  properties  $23,629 (1998 - $Nil).  Net loss for the three
months ended March 31, 1999 increased $52,034 to $119,462 (Loss March 31, 1998 -
$67,428). Accounts receivable increased $9,182 to $9,182 (March 31, 1998 - $Nil)

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
administrative and general operating expenses through December 31, 1999 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.


                                       11
<PAGE>

E.   Year 2000 Issues

     The "Year  2000  problem",  as it has come to be known,  refers to the fact
that many computer programs use only the last two digits to refer to a year, and
therefore recognize a year that begins with "20" as instead beginning with "19".
For  example,  the  year  2000  would be read as being  the  year  1900.  If not
corrected, this problem could cause many computer applications to fail or create
erroneous results.

     The Company has modified and tested all the  critical  applications  of its
information  technology  ("IT"),  the result of which is that all such  critical
applications  are now Year 2000 compliant.  The Company  believes that virtually
all of the  non-critical  applications  of its IT are or will be made  Year 2000
compliant  by June 30, 1999.  The Company is using  independent  consultants  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. The Company intends
to continue  its  analysis of whether its non-IT  systems  require any Year 2000
remediation.  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.

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  affect 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.  The Company
intends to monitor the progress of its vendors and  customers  in becoming  Year
2000  compliant.  The Company has not to date  formulated a contingency  plan to
deal with the potential  non-compliance  of vendors and  customers,  but will be
considering whether such a plan would be feasible.


                           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


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<PAGE>

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

          Not Applicable

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits:

              None.

          (b) Reports on Form 8-K

              None.


                                   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:    April 21, 1999                     BY:  /s/ David Jenkins
         --------------                          ---------------------------
                                                 David Jenkins
                                                 Director and President

Date:    April 21, 1999                     BY:  /s/ John A.A. James
         --------------                          ---------------------------
                                                 John A.A. James
                                                 Director and Vice-President


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