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 June 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:  11,319,488 shares of Common Stock
were outstanding as of June 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

Notes to Financial Statements                                               7-10

                                       2

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Balance Sheet (unaudited)
(Expressed in U.S. Dollars)                                      June 30,         December 31,
                                                                    1999                 1998
----------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>
Assets
Current
     Cash and cash equivalents                                   $     7,415       $    68,326
     Non-trade accounts receivable                                     5,590                --
                                                                 -----------------------------
                                                                      13,005            68,326

Fixed assets                                                              --                --
Notes receivable                                                      20,000            20,000
Mineral property costs                                                99,070            69,441
Organizational costs                                                   3,456             4,607
                                                                 -----------------------------
                                                                 $   135,531       $   162,374
----------------------------------------------------------------------------------------------

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                            $    39,218       $    20,580
                                                                 -----------------------------

                                                                      39,218            20,580
Long-term debt                                                       103,862                --
                                                                 -----------------------------

                                                                     143,080            20,580
                                                                 -----------------------------

Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               11,319,488 (1998 - 11,181,494) common shares           11,319            11,181
          Additional paid-in capital                               2,367,758         2,259,305
          Deficit accumulated during the development stage        (2,386,626)       (2,128,692)
                                                                 -----------------------------
                                                                      (7,549)          141,794
                                                                 -----------------------------
                                                                 $   135,531       $   162,374
----------------------------------------------------------------------------------------------
</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>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
(a development stage enterprise)
Consolidated Statements of Stockholder's Equity
(Expressed in U.S. Dollars)
(Unaudited)
For the period ended June 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 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                              112,994                --               113           88,166            88,279

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

Net loss for the period                                                                                  (257,934)         (257,934)
                                                 -----------------------------------------------------------------------------------
Balance, June 30, 1999                            11,319,488       $    11,319       $ 2,367,758      $(2,386,626)      $    (7,549)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.



                                        4
<PAGE>





<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)                                               October 10
                                                                             1995                          Six-months ended
                                                                        (inception) to                          June 30,
                                                                            June 30,             -----------------------------------
                                                                             1999                   1999                    1998
For the periods ended                                                    (cumulative)            (Unaudited)             (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                    <C>                     <C>
General and administrative expenses
      Consultants                                                        $     53,633           $         --            $      9,366
      Depreciation and amortization                                            18,406                  1,151                   5,364
      Interest, bank charges and foreign exchange                              21,851                  1,927                   3,718
      Office and miscellaneous, net of recoveries                             111,788                (11,980)                 13,760
      Professional fees - legal                                               132,963                  4,623                  11,463
                        - accounting                                           38,560                     --                   2,045
      Rent and other                                                           62,101                  6,363                   3,926
      Salaries and wages                                                      253,456                 34,032                  36,630
      Shareholder relations, advertising and
          Promotion                                                            92,328                (14,754)                  8,067
      Stock option compensation                                               691,000                     --                      --
      Transfer agents, listing and filing fees                                 52,134                  6,185                   9,510
      Travel                                                                   50,265                     --                   6,352
      Telephone                                                                44,376                  1,914                   4,743
                                                                         -----------------------------------------------------------

                                                                            1,622,861                 29,461                 114,944
      Less interest income                                                     21,299                    439                   3,623
                                                                         -----------------------------------------------------------

                                                                            1,601,562                 29,022                 111,321

Exploration expenses                                                          745,654                228,912                 110,638
Write off of mineral property costs                                            39,410                     --                      --
                                                                         -----------------------------------------------------------
Net loss for the period                                                  $  2,386,626           $    257,934            $    221,959
------------------------------------------------------------------------------------------------------------------------------------
Loss per share
      Basis and diluted                                                                         $       0.02            $       0.02
                                                                         -----------------------------------------------------------
Weighted average common shares outstanding
      Basic and diluted                                                                           11,225,661              10,724,828
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
(A development stage enterprise)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)                                           October 10
                                                                         1995                      Six-months ended
                                                                    (inception) to                     June 30,
                                                                        June 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                                         $(2,386,626)         $  (257,934)         $  (221,959)
      Adjustments to reconcile net loss to net cash used
        in operating activities
         Depreciation and amortization                                     18,406                1,151                5,364
         Write off of mineral properties                                   39,410                   --                   --
         Compensation on stock options                                    691,000                   --                   --
         Expenses satisfied with common stock                             188,538              108,591                   --
      Changes in assets and liabilities
         Decrease (increase) in accounts receivable                        (5,590)              (5,590)             (67,142)
         Increase(decrease) in accounts payable                            39,218               18,638                1,901
                                                                      -----------------------------------------------------
                                                                       (1,415,644)            (135,144)            (281,836)
                                                                      -----------------------------------------------------

Investing activities
      Purchase of fixed assets                                            (24,800)                  --                   --
      Mineral property costs                                             (138,480)             (29,629)             (37,942)
      Notes receivable                                                    (20,000)                  --                   --
      Proceeds on disposal of fixed assets                                 14,449                   --                   --
      Incorporation costs                                                 (11,511)                  --                   --
                                                                      -----------------------------------------------------
                                                                         (180,342)             (29,629)             (37,942)
                                                                      -----------------------------------------------------
Financing activities
      Proceeds from issuance of common stock                            1,349,539                   --              250,000
      Repayment of notes payable                                          (65,000)             (15,000)                  --
      Proceeds from notes and advances payable                            318,862              118,862                   --
                                                                      -----------------------------------------------------
                                                                        1,603,401              103,862              250,000
                                                                      -----------------------------------------------------

Increase (decrease) in cash for the period                                  7,415              (60,911)             (69,778)
Cash, Beginning of period                                                      --               68,326              122,921
                                                                      -----------------------------------------------------
Cash, end of period                                                   $     7,415          $     7,415          $    53,143
---------------------------------------------------------------------------------------------------------------------------
</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 June
30, 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>
                                                  June 30, 1999               June 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>


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)                         6,000         --
                                                           ---------------------
                                                           $ 98,070     $ 30,499
                                                           =====================
Mineral exploration expenses consist of:

Canada - Yukon
      Exploration expenditures, end of period              $ 81,802     $   --
      Exploration expenditures, beginning of year              --           --
                                                           ---------------------
Expenditures for the period                                  81,802         --
                                                           ---------------------
Guatemala Mineral Claims
      Exploration expenditures, end of period               249,358      125,043
      Exploration expenditures, beginning of year           194,644       45,900
                                                           ---------------------
Expenditures for the period                                  54,714       79,143
                                                           ---------------------
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                48,801         --
      Exploration expenditures, beginning of year            11,418         --
                                                           ---------------------
Expenditures for the period                                  37,383         --
                                                           ---------------------
Tunisia
      Exploration expenditures, end of period                19,878         --
      Exploration expenditures, beginning of year              --           --
                                                           ---------------------
Expenditures for the period                                  19,878         --
                                                           ---------------------

eneral exploration                                          32,849       31,495
                                                           ---------------------

Total                                                      $228,912     $110,638
                                                           =====================


                                       8
<PAGE>


4.       Organization Costs
                                                        1999              1998
Cost                                                 $ 11,511          $ 11,511
Less accumulated amortization                          (8,055)           (5,753)
                                                     ---------------------------
                                                     $  3,456          $  5,758
                                                     ===========================


5.   Related Party Transactions

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

     a)   Included in accounts payable is $19,513 (1998 - $667) 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 $30,000
          (1998 - $30,000)  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 22,871  (including
     accrued  interest)  shares of common stock.  In March  accounts  payable of
     $7,000 were settled with the issuance of 8,615. In March,  amounts owing to
     a director of $22,650 were settled with the issuance of 31,510  shares.  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
                                39,089              $0.72             54,381
                              --------                               -------

                              $108,591                               137,996
                              ==============================================

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



                                       9
<PAGE>



7.   Outstanding Options

     At June 30, 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.


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.   British Columbia, Canada

     In February 1999, the Company acquired,  by staking, a high grade limestone
     property six (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.   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.

     Over  the  past  several  months  the  Company  has  compiled  geochemical,
     geophysical   and   Yukon   Minifile   information   for  the  Yukon  in  a
     computer-based  Graphical  Information  System (GIS).  With this input, the
     Company has been able to identify a large number of gold targets within the
     Yukon's  Tintina Gold Belt. The Company has mobilized  sampling


                                       10
<PAGE>


     and mapping crews to the Yukon to carry out reconnaissance  soil and stream
     sediment  geochemical  sampling at the  properties  in addition to sampling
     other target locations.

3.   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.

4.   Tunisia

     During the past  several  months the Company  has  reviewed  and  extensive
     collection of data prepared by the Tunisia  Office  National des Mines (the
     "ONM")  including  historical  production,   detailed  geological  mapping,
     geochemistry,  geophysics  and in many  cases,  drill  hole data to outline
     areas of  interest in Tunisia.  Based on its  analysis  the Company in July
     entered into five option  agreements  with High March Holdings Ltd.  ("High
     Marsh") to  acquire  100%  interest  in five zinc  properties  in the North
     African country of Tunisia.

     The properties are located within, or near the `Zone des Domes" district, a
     SW-NE  striking  belt of  Triassic  salt-domes  and diapirs  intruded  into
     Cretaceous   carbonates,   located  in  Northern   Tunisia.   The  zone  is
     approximately  250 km  long  and 80 km  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 targets are  replacement-type
     deposits of galena and sphalerite,  accompanied by barite and flourite, and
     similar in setting to `Mississippi  Valley Type' (MTV)  lead/zinc  deposits
     but 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).

5.   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.


                                       11
<PAGE>



C.   Financial Information

Six Months Ended June 30, 1999 versus Six Months Ended June 30, 998

     Net loss for the six months ended June 30, 1999 was $257,934  compared to a
loss of $221,959  for the six months  ended June 30,  1998.  The increase in the
current period net loss is the result of increased  exploration  expenditures of
$228,912 (June 30, 1998 - $110,638).

     Office and  miscellaneous,  net of recoveries  were a credit of $11,980 for
the six months ended June 30, 1999  compared to $13,760 for the six months ended
June 30, 1998.

     Shareholder  relations,  advertising  and promotion had a credit of $14,779
for the six months  ended June 30,  1999  compared  to $8,067 for the six months
ended June 30, 1998. The credit relates to a recovery of shared costs.

D.   Financial Condition

     At June 30, 1999, the Company had cash and cash equivalents of $7,415 (June
30, 1998 - $53,143) and a working capital deficiency of $26,213 (working capital
June 30, 1998 - $61,844)  respectively.  Total  liabilities  as of June 30, 1999
were $39,218  (June 30, 1998 - $1,723),  an increase of $37,495.  During the six
months  ended June 30, 1999  investing  activities  consisted  of  additions  to
mineral properties  $29,629 (1998 - $37,942).  Net loss for the six months ended
June 30, 1999  increased  $35,975 to $257,934  (Loss June 30, 1998 -  $221,959).
Accounts receivable decreased $4,834 to $5,590 (June 30, 1998 - $10,424)

     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.

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


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<PAGE>


compliant.   The  Company  believes  that  virtually  all  of  the  non-critical
applications of its IT are Year 2000 compliant. 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

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.


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                                   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:    August 27, 1999                BY:      /s/ David Jenkins
                                                 ---------------------------
                                                 David Jenkins
                                                 Director and President

Date:    August 27, 1999                BY:      /s/ John A.A. James
                                                 ---------------------------
                                                 John A.A. James
                                                 Director and Vice-President



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