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, 1996

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

      For the transition period from                  to                .


                          Commission file no. 0-19502


                             SISKON GOLD CORPORATION
            (Exact name of registrant as specified in its charter)

      CALIFORNIA                                   68-0254824
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

   350 Crown Point Circle, Suite 100
         Grass Valley, CA.                   95945        (916) 273-4311
(Address of principal executive offices)  (Zip Code)   (Registrant's telephone
                                                              number)


      Securities registered pursuant to Section 12(b) of the Act:  None.

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

                             CLASS A COMMON STOCK
                               (Title of Class)


Check  whether  the  issuer  (1)  has filed all reports required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934, during the past 12
months (or for such shorter period that  the  registrant  was  required to file
such  reports),  and (2) has been subject to such filing requirements  for  the
past 90 days.  Yes [X]   No [ ]

As of November 18,  1996,  the  number  of Class A common stock outstanding was
11,602,186 and the number of Series 1 Class B Common Stock outstanding was 638.

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No [X]

<PAGE>
                               TABLE OF CONTENTS

                        PART I - FINANCIAL INFORMATION


ITEM  1.    Financial Statements                                       2

ITEM  2.    Management's Discussion and Analysis                       2


                          PART II - OTHER INFORMATION


ITEM  1.    Legal Proceedings                                          6

ITEM  2.    Changes in Securities                                      6

ITEM  3.    Defaults Upon Senior Securities                            6

ITEM  4.    Submission of Matters to a Vote of Security Holders        6

ITEM  5.    Other Information                                          6

ITEM  6.    Exhibits and Reports on Form 8-K                           7


SIGNATURES                                                             8


FINANCIAL STATEMENTS                                                   9

<PAGE>
                                    PART I

ITEM 1.  FINANCIAL STATEMENTS.

The Consolidated Interim Financial Statements  of  Siskon  Gold Corporation are
attached at the end of this document and incorporated fully by this reference.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

(A) PLAN OF OPERATIONS

The  Company's  short term and long term liquidity position is  dependent  upon
profitable levels  of  production  from the San Juan Mine and on the successful
development of the Company's other properties.  The  Company  has  historically
relied  on  debt  and equity financing for property exploration and development
and operating requirements.

San Juan

The San Juan Mine produced 9,239 ounces of dore' during the first nine months
of 1996 and construction  and development of the mine was completed in mid-May.
Gold  production  for  the  third  quarter  was  lower  than  expected.  Actual
production for the quarter was  698  tons per day. While productivity per miner
went  up  45%  over  the  second  quarter demonstrating  increased  efficiency,
variable roof support requirements  hindered the mining crews ability to smooth
out operating procedures and attain their  goals.   While  not  unusual  in the
learning  curve  of  mining  a  new  deposit  this  is  proving to be a further
challenge in achieving our production goals.  On site management  at  San  Juan
has  designed  a  roof  support program which they believe will handle variable
conditions more efficiently.   In  addition,  the ore grade for the quarter was
lower than the previous quarter as the mine plan  worked  through  a  low grade
section.  Based upon the high grade ore blocks directly in front of the  current
workings,  as  a  forward  looking  statement,  the Company is anticipating ore
grades to return to, or exceed, the average grade  set  forth  in the Company's
feasibility  and  ore  reserve study. This statement is made on the  assumption
that  the  Company's  geological   data  developed  in  its  drilling  programs
accurately reflect the overall grade  of  the  deposit directly in front of the
area the Company just traversed.

With  the  completion of construction and development  activities  and  initial
attainment of  sustained  levels  of  production  at   the mine in mid-May, the
Company commenced the recognition of revenues, production costs, non-cash costs
and royalties in operations. During the nine months ended  September  30, 1996,
124,245  tons  of  ore  were  mined  producing 9,239 ounces of dore' of which
62,668  tons  yielding  3,865  ounces  of  dore' have   been  reflected  in
operations.  Production  for  the  period from mid-May to September  30,  1996
averaged  674  tons and 42 ounces of dore'  per  day  which  resulted  in  an
operating loss of  $706,808.  Daily  production  figures  are based on five day
weeks.  As  a forward looking statement, the Company is anticipating  achieving
levels of production  of 1,570 tons per day yielding an average of 2,000 ounces
of gold dore' per month  before  the  end  of its fiscal year. In making this
statement, the Company is assuming the following important factors are true: 1)
the  Company will not encounter further delays  in  increasing  the  levels  of
production  due  to poor ground conditions, unexpected increases in the flow of
groundwater into the  mine  or  the  lack of availability of experienced mining
personnel; 2) the grade of the gold deposit  meets  or  exceeds  the  grade set
forth  in the Company's feasibility and ore reserve study; and 3) the Company's
mining permits  will  continue  in force and effect without modifications which
would materially affect the level of gold production and any that modifications
if required to sustain production will be obtained.

In May the Board of Directors determined  that  the  proceeds  received  in the
Vengold  Inc.  private  placement in November 1995 had been fully expended, the
two directors appointed by  Vengold resigned and the Board dissolved the Budget
Committee. Additionally, the  Company  borrowed  $500,000  from  Carl Seaman, a
shareholder  and holder of a majority of existing convertible debt.   The  loan
will be secured  by  the  San Juan and Big Horn mines, is due November 15, 1998
and bears interest at ten percent  with the principle and interest  convertible
into Class A common stock at $1.75 per  share.  In connection with the loan Mr.
Seaman   was granted the right to convert $500,000  of  the  Seamans'  existing
convertible  debt  into  Class  A common stock at $1.75 per share as well. If a
private placement is completed prior  to  November  15,  1998  at a price below
$1.75 per share, Mr. Seaman would have the right to change the conversion price
of  his  new note to the same as that under the private placement.   In  August
Vengold converted  the  39,062.5  shares  of Class B Series 2 common stock into
781,250 shares of Class A common stock.

On October 17, 1996 the Company borrowed $1,150,000  through  the issuance of a
convertible debenture bearing interest at 8% and a maturity date  of October 1,
1998. The principle plus accrued interest may  be converted into shares  of the
Company's Class A common stock at a conversion price equal to the lesser of (a)
the  market  price  of  the common stock on October 17, 1996, or (b) 75% of the
market price  if the conversion   is  before  January  25,  1997  or 70% of the
market price if the conversion is after January  24, 1997. The market price for
the applicable date is defined as the average closing bid price of  the  common
stock  for five days preceding that date. One quarter the principle amount  and
accrued  interest may be converted after November 27, 1996, with additional one
quarter amounts  eligible  for  conversion  after December 15, 1996, January 4,
1997 and January 24, 1997. In the  event that the conversion price is less than
or equal to $1.00 per share, then the  Company  has  the  right  to  redeem the
debenture  for  133% of the principle amount if the redemption occurs prior  to
January 25, 1997  and  142.8%  of the principle amount if the redemption occurs
thereafter. At maturity, the Company  has  the option of repaying the principle
and accrued interest in cash or in shares of  common stock using the conversion
prices set forth above. The holder of the debenture  has  agreed not to convert
the debenture if at any time, except at maturity, the holder would beneficially
own  more than 5% of the common stock of the Company.  The Company  issued  the
convertible  debentures  in  reliance  upon  an exemption from the registration
provisions  of  the  Securities  Act  of  1933,  as amended,  provided  for  in
Regulation S promulgated thereunder.

In addition to the $1,150,000 the Company borrowed  on  October  17,  1996,  on
November  18, 1996, the Company agreed to issue another $2,000,000 in aggregate
principal amount in a different series of 8% convertible debentures due January
1, 2000.  Principal, plus accrued interest, may be converted into shares of the
Company's Series  A  Convertible  Preferred  Stock (the "Preferred Stock") at a
conversion price of $1,000 per share.  The debentures may not be converted into
Preferred Stock for a period of sixty days from the date of issue.  On or after
the  sixtieth day from the date of issue, up to  one  third  of  the  principal
amount  of  the  debenture  may be converted, at the option of the holder, into
shares of the Company's Class  A  Common  Stock.  On or after the eightieth day
from  the  date of issue, another one third of  the  principal  amount  may  be
converted, at  the  option  of the holder, into shares of the Company's Class A
Common Stock.  On or after the  one  hundredth day after the date of issue, the
remaining one third principal amount of  the  debenture,  plus  all accrued and
unpaid interest, may be converted, at the option of the holder, into  shares of
the  Company's  Class  A  Common Stock.  The number of shares of Class A Common
Stock issuable upon the conversion  of  the  Preferred  Stock  is determined by
dividing the number 1,000 by seventy five percent of the average  bid  price of
the  Company's  Class  A Common Stock over a ten trading day period immediately
preceding the holder's election  to  convert.   The  debenture  may be prepaid,
without penalty, anytime after one hundred eighty days from the date  of  issue
by  paying  the  aggregate principal amount outstanding, plus accrued interest.
Likewise, the Preferred Stock may be redeemed by the Company at its liquidation
value of $1,000 per  share, plus accrued dividends.  Dividends on the Preferred
Stock accrue at eight  percent  per annum and are cumulative.  If any debenture
in  this  series or any share of the  Preferred  Stock  remain  outstanding  on
January 1, 2000, then the debenture or the Preferred Stock, as the case may be,
shall automatically  convert to shares of the Company's Class A Common Stock at
the conversion price set forth above.  So long as any debenture in this series,
or any share of Preferred  Stock  issuable  upon conversion of any debenture in
this series, remains outstanding, the holder  may  not, directly or indirectly,
initiate or maintain any short position in the securities  of the Company.  The
Company agreed to issue this series of debentures in reliance upon an exemption
from  the  registration provisions of the Securities Act of 1933,  as  amended,
provided for  in Regulation S promulgated thereunder.  As of November 18, 1996,
subscriptions for $500,000 in aggregate principal amount of the debentures have
been executed.   The Company anticipates receiving additional subscriptions, up
to an aggregate principal amount of $2,000,000, before the end of the Company's
fiscal year.  However,  since  the  debentures  are not being underwritten on a
"firm commitment" basis, no assurances can be given  that  the  Company will be
successful in selling all the remaining principal amount of the debentures.

In July the Company sold for $450,000 cash the merchantable timber  on  the San
Juan property which must be harvested over the next three years.

Big Horn

The Company received the major air and water quality permits for the mine  site
of the Big Horn Mine in 1995. Ore from the mine is proposed to be trucked to an
off  site  processing plant. Environmental permits will have to be obtained for
the mill site.  A  mill  site  located in the City of Adelanto was purchased in
March 1995 and the Company is currently evaluating other mill sites that may be
more  appropriate before resuming  environmental  permitting.  The  Company  is
presently  considering  various alternatives to expand the reserves at the mine
through further geology reviews  and  conducting  additional drilling. The cash
requirements for this work would be met from additional  debt or equity capital
raising in future periods.

Exploration

The Company is reviewing historical data on properties in  California that have
the  same  geology  and  characteristics  as  San Juan Mine and has  identified
several  potential deposits. In addition, the Company  is  investigating  other
properties in the U.S., Mexico and South America.

General and Administrative

General and  administrative expenses for the remainder of 1996 are estimated to
be $147,000 net of  royalty and lease receipts and interest income. The Company
plans to meet these requirements from existing working capital and the proceeds
from production. The note receivable secured by the Comstock property amounting
to $275,326 is  in default. The Company is negotiating with the payee to either
bring the note current or the Company will initiate foreclosure.

(B) FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YEAR TO DATE COMPARISON

Siskon had cash on  hand  of  $421,769  and  $727,716 at September 30, 1996 and
September 30, 1995 respectively.

For the nine months ended September 30, 1996 cash  used by operating activities
totalled $1,289,520 versus $846,601 for the same period in 1995.

Cash used in investing activities for 1996 totalled  $2,501,005  as compared to
$4,147,481 for 1995. During 1996 $2,143,340 was expended on development  costs,
$500,688  on  equipment,  $160,772  on  bonds,  as compared with $3,624,725 for
development,  $460,356 for equipment, $130,017 on  land  and  $7,277  on  bonds
during 1995. Collections of notes receivable and sales of equipment amounted to
$303,795 during  1996,  as compared with $74,894 during 1995 primarily from the
sale of  USNGS property.

Pre-production development  costs  and  related plant and equipment for the San
Juan Mine aggregated $2,437,752 net of gold  recoveries  of  $1,993,170  during
1996  as  compared  to  $2,923,055 net of gold recoveries of $603,808 for 1995.
Permitting and land acquisition costs at the Big Horn Mine amounted to $100,720
during 1996 versus $233,429 in 1995.

Cash used in financing activities  during 1996 totalled  $38,738 as compared to
cash provided of $1,477,100 during 1995. During 1996 $500,000 was received from
borrowing of convertible debt as compared  to  $2,000,000 during 1995. Payments
of  capital  lease  obligations  and long-term debt  amounted  to  $491,621  as
compared to  $492,439 during 1995.   In  1996 $47,117 was expended on financing
costs for financing raised in November 1995 and May 1996.

Siskon incurred a net loss of $2,012,316 for  the  nine  months ended September
30,  1996,  compared  to a net loss of $580,170 for the same  period  in  1995.
Commencing in mid-May 1996,  revenues,  production  costs,  non-cash  costs and
royalties   at  the  San  Juan  Mine  were reflected in operations. During 1995
production  costs were capitalized as the  Company's  operations  were  in  the
development stage  and gold revenues received were credited against capitalized
costs. During 1996 revenues  of  $1,344,833  resulted from 3,497 ounces of fine
gold at an average price of $385 per ounce. Production  costs,  non-cash  costs
and royalty expense totalled $2,051,641, $532,607 and $26,785 respectively.

In July 1996, the Company sold for $450,000 cash the merchantable timber on the
San  Juan  property which must be harvested in three years. There were no sales
of timber in 1995.

General and  administrative  expenses  were  $905,242 for 1996 as compared with
$798,646 during 1995. The increase is primarily  due  to  compensation  expense
that   was  included  in  general  and  administrative  in  1996  versus  being
capitalized in deferred development costs in 1995.

Exploration costs were $64,405 for 1996 versus $61,717 during 1995. The loss on
sale of  property  and  equipment was $31,083 during 1996. The  gain of $92,672
during 1995  related to the  sale  of  the  USNGS Beatty property. Interest and
miscellaneous income was $89,135 for 1996 as  compared with $98,637 during 1995
reflecting higher cash balances during 1995. Interest  expense in 1996 amounted
to  $334,779  reflecting  commencement  of  production while  such  costs  were
capitalized in 1995.

The  Company  believes  that its business and operations  were  not  materially
affected by inflation during 1996 and 1995.

QUARTER TO QUARTER COMPARISON

Siskon incurred a net loss of $1,057,372 for the third quarter of 1996 compared
to a net loss of $137,648  for the third quarter of 1995. The increased loss in
1996  compared  to  1995  was primarily  attributable  to  the  recognition  of
revenues, production costs,  non-cash costs and royalties commencing in mid-May
1996. During the third quarter of 1996 revenues of $735,490 resulted from 3,914
ounces of fine gold at an average  price  of  $384 per ounce. Production costs,
non-cash costs and royalty expense totalled $1,412,571,  $320,815  and  $14,633
respectively.

In July 1996, the Company sold for $450,000 cash the merchantable timber on the
San  Juan  property which must be harvested in three years. There were no sales
of timber in 1995.

General and  administrative expenses were $233,912 in the third quarter of 1996
as compared with  $177,721  during  the  third quarter of 1995. The increase is
primarily  due  to  compensation  expense that  was  included  in  general  and
administrative in 1996 versus being  capitalized  in deferred development costs
in 1995.

Exploration costs were $23,492 in the third quarter  of  1996 versus $10,308 in
the  third  quarter  of 1995 resulting primarily from increased  activities  in
California. The loss on sale of property and equipment was $34,453 during 1996.
There were no sales during  the same period in 1995. Interest and miscellaneous
income was $18,043 in the third quarter of 1996 as compared with $13,520 in the
third quarter of 1995 reflecting  higher  cash  balances  during 1995. Interest
expense  in  1996  amounted to $233,500 reflecting commencement  of  production
while such costs were capitalized in 1995.

<PAGE>
                                    PART II

ITEM 1.  LEGAL PROCEEDINGS

Not applicable.

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

SAFE HARBOR STATEMENT  UNDER  THE  PRIVATE  SECURITIES LITIGATION REFORM ACT OF
1995.

With the exception of historical facts stated  herein, the matters discussed in
this  report  are  "forward  looking"  statements  that   involve   risks   and
uncertainties  that  could  cause  actual  results  to  differ  materially from
projected  results.  Such  "forward  looking" statements include, but  are  not
necessarily  limited  to, statements regarding  anticipated  levels  of  future
production in tons of material  produced  as  well  as ounces of gold recovered
from  the mining operations of the Company, projected  costs  and  expenditures
relating to the Company's mining operations and exploration activities, and the
availability  of  future  debt  and  equity  capital on commercially reasonable
terms. Factors that could cause actual results to differ materially include, in
addition  to  the  other  factors  identified  in  this   report,   risks   and
uncertainties  relating  to  general  economic  and  political conditions, both
domestically  and internationally, the cyclical and volatile  prices  of  gold,
unanticipated ground  and  water conditions, unanticipated grade and geological
problems, including lower than  anticipated ore grades, metallurgical and other
processing problems, availability  of  seasoned personnel and equipment, delays
in the receipt of, or failure to receive  necessary governmental permits or the
renewals  thereof,  changes in the law and regulations  governing  gold  mining
specifically and environmental  matters generally, results of financing efforts
and  market  conditions, and other  risk  factors  detailed  in  the  Company's
Securities and  Exchange  Commission  filings,  including  the risk factors set
forth  in  the  Company's registration statement on Form S-3, SEC  File  Number
33-307833. Readers  of  this  report are cautioned not to put undue reliance on
"forward looking" statements which  are, by their nature, uncertain as reliable
indicators  of  future  performance.  The   Company  disclaims  any  intent  or
obligation to publicly update these "forward  looking" statements, whether as a
result of new information, future events or otherwise.

As previously disclosed in the Company's Form 10-KSB,  item  2,  Description of
Properties  -  Environmental  Matters,  in  March  1994,  the  Company received
preliminary notice from the U.S. Forest Service (USFS) naming the  Company  and
six  other parties as potentially responsible parties to a hazardous waste site
in Siskiyou  County,  California.   The  hazardous waste site is believed to be
related to old mill tailings, storage containers and a mine tunnel.  One of the
sites may have been the Siskon Mine which  was previously  owned by the Company
and may have been operated by a predecessor  of  the  Company among others.  In
September 1995, the Company received a letter from the  USFS requesting a field
visit  to  the Siskon Mine, however the field visit was postponed  due  to  the
occurrence of   forest  fires  in  the  area.  On October 31, 1996, the Company
received a notice from the USFS that a field  visit  to  the site was scheduled
for  November 4-7, 1996. The USFS has contracted with a private  contractor  to
prepare  an  environmental  evaluation  to  determine  if  the  site  poses any
significant environmental risk and, if so, the establishment of clean-up goals.
If  necessary,  an  Engineering Evaluation/Cost Assessment may be conducted  to
determine appropriate alternatives, if any, for removal of any hazardous wastes
located on the site.  The  USFS  has  agreed to an additional visit to the site
with Company representatives at a later  date during November 1996.  Until more
information is developed, the Company is not  able  to  determine if it will be
liable for environmental remediation or estimate the amount  of  liability,  if
any.  In  the  event  that the Company incurs any liability associated with the
site,  the Company intends  to  seek  indemnification  from  other  potentially
responsible  parties  who  may have been responsible for creating the hazardous
waste site on the property.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)       EXHIBITS

10.26    Convertible note agreement

(B)       REPORTS ON FORM 8-K

Not applicable.

<PAGE>
                                  SIGNATURES

In accordance with Section 13  or  15(d)  of  the  Exchange Act, the Registrant
caused  this  report to be signed on its behalf by the  undersigned,  thereunto
duly authorized.


                                          SISKON GOLD CORPORATION



Dated November 18, 1996                   /s/ Timothy A. Callaway
                                          Timothy A. Callaway, President,
                                          CEO and Chairman of the Board



Dated November 18, 1996                   /s/ Michael K. Epstein
                                          Michael K. Epstein, Vice-President
                                          Finance and Chief Financial Officer

<PAGE>

                             FINANCIAL STATEMENTS

                             FORM 10-QSB - ITEM 1

                    SISKON GOLD CORPORATION AND SUBSIDIARY

                         LIST OF FINANCIAL STATEMENTS


The following consolidated financial statements of the Company are included 
in response to Item 1:



Consolidated Balance Sheets -
      September 30, 1996 (Unaudited) and December 31, 1995..................11

Consolidated Statements of Operations -
      Nine Months Ended September 30, 1996 and 1995 (Unaudited).............12

Consolidated Statements of Cash Flows -
      Nine Months Ended September 30, 1996 and 1995 (Unaudited).............13

Notes to Consolidated Financial Statements..................................14

<PAGE>
SISKON GOLD CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995
   
                                                     1996             1995
ASSETS

CURRENT ASSETS
Cash and cash equivalents                      $    421,769    $    4,251,032
Accounts receivable                                   9,106             7,586
Inventories                                         253,301           240,605
Prepaid expenses and other                          138,803            74,121

   Total Current Assets                             822,979         4,573,344

NOTES RECEIVABLE                                    287,628           288,053

PROPERTY, PLANT AND EQUIPMENT                    27,152,018        24,753,240

OTHER ASSETS                                        359,946           257,416

TOTAL ASSETS                                   $ 28,622,571     $  29,872,053


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities      $     563,999    $      719,113
Capital lease obligations                              -               48,964
Current portion of long-term debt                   292,693           513,971

   Total Current Liabilities                        856,692         1,282,048

LONG TERM DEBT ($8,308,947 in 1996 and
   $7,811,657 in 1995 to related parties)         8,747,492         8,171,205
OTHER LIABILITIES                                    58,234            51,190

  Total Liabilities                               9,662,418         9,504,443

COMMITMENTS AND CONTINGENCIES (Note 5)

SHAREHOLDERS' EQUITY
Capital Stock
   Preferred stock, $.001 par value; no 
    shares issued
   Common stock, $.001 par value; issued and 
    outstanding:
      Class A 11,602,186 in 1996; 
        9,072,893 in 1995                            11,602           10,562
      Convertible Class B Series 2 0 in 1996 
        and 39,062.5 in 1995                            -                 39
      Convertible Class B Series 1 638 in 1996
        and 1995                                          1                1
Additional paid-in capital                       53,307,388       52,690,024
Stock subscription receivable                      (331,347)        (317,841)
Accumulated deficit                             (34,027,491)     (32,015,175)

   Total Shareholders' Equity                    18,960,153       20,367,610

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $   28,622,571    $  29,872,053

See notes to consolidated financial statements.

<PAGE>

SISKON GOLD CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


                                 Three months ended           Nine Months ended
                                   September 30                  September 30

REVENUES
<TABLE>
<CAPTION>
<S>                                <C>              <C>           <C>              <C>
                                   1996             1995          1996             1995
Gold sales                         $     735,490    $  -          $ 1,344,833      $   -
Timber sales                             450,000       -              450,000          -
Royalties and leases                      12,471      36,861           50,258         88,884

   Total Revenue                       1,197,961      36,861        1,845,091         88,884

OPERATING EXPENSES
Production                             1,412,571        -           2,051,641          -
Depreciation, depletion and amortization 320,815        -             532,607          -
General and administrative               233,912     177,721          905,242        798,646
Exploration costs                         23,492      10,308           64,405         61,717
Royalties                                 14,633        -              26,785           -

    Total Operating Expenses           2,005,423     188,029        3,580,680        860,363
 
OPERATING LOSS                          (807,462)   (151,168)      (1,735,589)      (771,479)

OTHER INCOME(EXPENSES)
Gain on sale of property and equipment   (34,453)       -             (31,083)        92,672
Interest and other income                 18,043      13,520           89,135         98,637
Interest expense                        (233,500)       -            (334,779)          -

   Total Other Income(Expenses)         (249,910)     13,520         (276,727)       191,309

NET LOSS                            $ (1,057,372) $ (137,648 )   $ (2,012,316)    $ (580,170)

NET LOSS PER SHARE                  $      (0.10) $    (0.02)    $      (0.19)$        (0.06)

WEIGHTED AVERAGE
    NUMBER OF SHARES                  11,056,207   9,070,611       10,754,721       9,061,511

</TABLE>
See notes to consolidated financial statements.

<PAGE>

SISKON GOLD CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)

                                                 1996            1995

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                         $  (2,012,316)  $  (580,170)
Adjustments to reconcile net loss to net cash 
used in operating activities
Issuance of common stock for services                   50,000        57,500
Issuance of common stock for interest                  280,211          -
Depreciation, depletion and amortization               532,607        17,139
Gain on sale of mineral rights and equipment            31,083       (92,671)
Accrued interest receivable                            (13,506)         -
(Increase) decrease in accounts receivable              (1,520)        8,786
Increase in inventories                                (12,696)       (6,719)
Decrease (increase) in prepaid expenses                 11,731       (18,786)
Decrease in accounts payable and accrued liabilities  (155,114)     (211,680)
Decrease in accrued reclamation costs                     -          (20,000)

Net cash used in operating activities               (1,289,520)     (846,601)

CASH FLOWS FROM INVESTING ACTIVITIES
Collection on notes receivable                             425         1,894
Sale of mineral rights and equipment                   303,370        73,000
Purchase of equipment                                 (500,688)     (460,356)
Purchase and additions to land                            -         (130,017)
Deferred development costs                          (2,143,340)   (3,624,725)
Increase in bonds                                     (160,772)       (7,277)

Net cash used in investing activities               (2,501,005)   (4,147,481)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing of convertible debt                          500,000     2,000,000
Registration costs                                        -          (38,320)
Deferred financing costs                               (47,117)         -
Proceeds from exercise of warrants                        -            7,859
Payments of obligations under capital leases           (48,964)     (492,439)
Payments of long-term debt                            (442,657)         -

Net cash provided by financing activities              (38,738)    1,477,100

DECREASE IN CASH                                    (3,829,263)   (3,516,982)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     4,251,032     4,244,698

CASH AND CASH EQUIVALENTS AT END OF PERIOD         $   421,769  $    727,716


See notes to consolidated financial statements.

<PAGE>

SISKON GOLD CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    NATURE OF OPERATIONS

Siskon Gold Corporation and subsidiary (the Company) is engaged in the business
of exploring,  developing and mining precious mineral properties, principally
gold. Gold dore', the Company's principle product, is produced and sold in
the United States. At September 1996, the Company owned (directly or through a
joint venture) interests in various mineral properties located in the Western
United States. The Company's operations are conducted in one business segment:
mineral resource exploration, development and production.

The accompanying interim consolidated financial statements have been prepared
by the Company without audit and contain all adjustments which, in the opinion
of management, are necessary to present fairly the Company's financial position
as of September 30, 1996 and December 31, 1995 and the results of its
operations and cash flows for the interim periods ending September 30, 1996 and
1995. Such adjustments consist of normal, recurring adjustments.

The accompanying interim consolidated financial statements do not contain all
disclosures required by generally accepted accounting principles for annual
financial statements. It is suggested that  these financial statements be read
in conjunction with the audited consolidated financial statements and the
related notes contained in the Company's Annual Report on Form 10-KSB, for the
year  ended December 31, 1995.

Operating results for interim periods are not necessarily indicative of those
expected for a full year.

2.    INVENTORIES

Inventories at September 30 and December 31, 1995 were as follows:

                                                        1996         1995

Gold dore' inventory                                 $  45,996    $ 319,041
Materials and supplies                                 207,305      100,581

                                                      $253,301    $ 132,485

3.    PROPERTY, PLANT AND EQUIPMENT

In March 1995, USNGS sold its interest in the  Beatty claims for $175,000 in
cash, assumption of all reclamation liabilities and a two percent NSR royalty
resulting in a gain on sale to the Company of $93,001.

4.    CONVERTIBLE DEBT

In May 1996, the Company borrowed $500,000 from Carl Seaman, a shareholder and
holder of a majority of existing convertible debt.  The loan will be secured by
the San Juan and Big Horn mines, is due November 15, 1998 and bears interest at
ten percent with the principle and interest  convertible into Class A common
stock at $1.75 per share. In connection with the loan Mr. Seaman was granted
the right to convert $500,000 of the Seamans' existing convertible debt into
Class A common stock at $1.75 per share. If a private placement is completed
prior to November 15, 1998 at a price below $1.75 per share, Mr. Seaman would
have the right to change the conversion price of his new note to the same as
that under the private placement.

5.    CAPITAL STOCK, STOCK OPTIONS AND WARRANTS

Stock option and warrant transactions for the nine months ended September 30,
1996 were as follows:

                              Number of        Exercise       Exercisable
                           CLASS A SHARES   PRICE PER SHARE     OPTIONS

Options outstanding at
    December 31, 1995          606,666      $2.00 - $4.94       504,166
       Granted                 354,000       1.75 -  2.56       161,500
       Cancelled              (237,166)      2.82 -  4.50       (97,166)
       Vested                     -          3.05                20,000

Options outstanding at
    September 30, 1996         723,500      $1.75 - $4.94       583,500

Warrants outstanding at
   December 31, 1995 and
      September 30, 1996     4,719,083      $2.82 - $7.50     4,719,083

In June 1996, the shareholders approved an increase in the number of Class A
common stock issuable under the Directors Stock Grant Plan by 75,000 shares.

6.    COMMITMENTS AND CONTINGENCIES

In May 1991, the Company received a request from the California Regional Water
Quality Control Board to prepare an environmental site assessment report on a
site known as the Croman Mill Site, located in Siskiyou County, California. In
April 1996, state and federal environmental officials and a representative of
the Company conducted a site visit. Several soil and water samples were taken
by the officials as well as the Company. The Croman Mill Site is a historical
mining mill site which contains stockpiled mine tailings from mining operations
conducted by prior operators and represents a "pre-existing" condition in
relation to the time the Company owned the property. The Company owned the site
from 1989 to June 1996 and conducted only monitoring activities during that
time. As of September 30, 1996, no further correspondence has been received. In
the event that the test results lead to further testing and analysis which
ultimately results in a clean-up or abatement order issued by a state or
federal environmental agency, then the Company intends to seek indemnification
from the prior operators of the property which may have been primarily
responsible for the condition of the mine tailings located on the mill site.

In March 1994, the Company received preliminary notice from the U.S. Forest
Service (USFS) naming the Company and six other parties as potentially
responsible parties to a hazardous waste site in Siskiyou County, California.
The hazardous waste site is believed to be related to  old mill tailings,
storage containers and a mine tunnel.  One of the sites may have been the
Siskon Mine which was previously  owned by the Company and may have been
operated by a predecessor of the Company among others.  In September 1995, the
Company received a letter from the USFS requesting a field visit to the Siskon
Mine, however the field visit was postponed due to the occurrence of forest
fires in the area.  On October 31, 1996, the Company received a notice from the
USFS that a field visit to the site was scheduled for  November 4-7, 1996. The
USFS has contracted with a private contractor to prepare an environmental
evaluation to determine if the site poses any significant environmental risk
and, if so, the establishment of clean-up goals. If necessary, an Engineering
Evaluation/Cost Assessment may be conducted to determine appropriate
alternatives, if any, for removal of any hazardous wastes located on the site.
The USFS has agreed to an additional visit to the site with Company
representatives at a later date during November 1996.  Until more information
is developed, the Company is not able to determine if it will be liable for
environmental remediation or estimate the amount of liability, if any. In the
event that the Company incurs any liability associated with the site  the
Company intends to seek indemnification from other potentially responsible
parties who may have been responsible for creating the hazardous waste site on
the property.

<PAGE>
7.    SUBSEQUENT EVENT

      On October  17, 1996 the Company borrowed $1,150,000 through the issuance
      of a convertible  debenture bearing interest at 8% and a maturity date of
      October 1, 1998. The  principle  plus  accrued interest may  be converted
      into shares of the Company's Class A common  stock  at a conversion price
      equal  to  the  lesser  of  (a) the market price of the common  stock  on
      October 17, 1996, or (b) 75%  of  the market price  if the conversion  is
      before January 25, 1997 or 70% of the  market  price if the conversion is
      after  January   24, 1997. The market price for the  applicable  date  is
      defined as the average  closing  bid  price  of the common stock for five
      days preceding that date. One quarter the principle  amount  and  accrued
      interest  may  be converted after November 27, 1996, with additional  one
      quarter amounts eligible for conversion  after December 15, 1996, January
      4, 1997 and January  24,  1997. In the event that the conversion price is
      less than or equal to $1.00  per share, then the Company has the right to
      redeem the debenture for 133%  of  the principle amount if the redemption
      occurs prior to January 25, 1997 and  142.8%  of  the principle amount if
      the redemption occurs thereafter. At maturity, the Company has the option
      of repaying the principle and accrued interest in cash  or  in  shares of
      common  stock using the conversion prices set forth above. The holder  of
      the debenture  has  agreed  not  to convert the debenture if at any time,
      except at maturity, the holder would beneficially own more than 5% of the
      common  stock  of  the  Company.   The  Company  issued  the  convertible
      debentures in reliance upon an exemption from the registration provisions
      of the Securities Act of 1933, as amended,  provided  for in Regulation S
      promulgated thereunder. The Company issued 200,000 warrants  at  $2.00 to
      the underwriters that expire in two years

      In  addition to the $1,150,000 the Company borrowed on October 17,  1996,
      on November  18,  1996, the Company agreed to issue another $2,000,000 in
      aggregate principal  amount  in  a  different  series  of  8% convertible
      debentures due January 1, 2000.  Principal, plus accrued interest, may be
      converted  into  shares  of the Company's Series A Convertible  Preferred
      Stock (the "Preferred Stock")  at a conversion price of $1,000 per share.
      The debentures may not be converted  into Preferred Stock for a period of
      sixty days from the date of issue.  On or after the sixtieth day from the
      date of issue, up to one third of the  principal  amount of the debenture
      may  be  converted,  at  the  option of the holder, into  shares  of  the
      Company's Class A Common Stock.   On  or after the eightieth day from the
      date  of  issue,  another  one  third  of the  principal  amount  may  be
      converted, at the option of the holder,  into  shares  of  the  Company's
      Class  A Common Stock.  On or after the one hundredth day after the  date
      of issue, the remaining one third principal amount of the debenture, plus
      all accrued  and  unpaid interest, may be converted, at the option of the
      holder, into shares of the Company's Class A Common Stock.  The number of
      shares of Class A Common  Stock  issuable  upon  the  conversion  of  the
      Preferred  Stock  is  determined  by dividing the number 1,000 by seventy
      five percent of the average bid price  of  the  Company's  Class A Common
      Stock  over  a ten trading day period immediately preceding the  holder's
      election to convert.   The  debenture  may  be  prepaid, without penalty,
      anytime after one hundred eighty days from the date  of  issue  by paying
      the  aggregate  principal  amount  outstanding,  plus  accrued  interest.
      Likewise,  the  Preferred  Stock  may  be  redeemed by the Company at its
      liquidation value of $1,000 per share, plus accrued dividends.  Dividends
      on  the  Preferred  Stock  accrue  at eight percent  per  annum  and  are
      cumulative.   If  any  debenture in this  series  or  any  share  of  the
      Preferred Stock remain outstanding on January 1, 2000, then the debenture
      or the Preferred Stock,  as  the case may be, shall automatically convert
      to shares of the Company's Class  A  Common Stock at the conversion price
      set forth above.  So long as any debenture  in  this series, or any share
      of  Preferred  Stock issuable upon conversion of any  debenture  in  this
      series, remains  outstanding, the holder may not, directly or indirectly,
      initiate or maintain any short position in the securities of the Company.
      The Company agreed to issue this series of debentures in reliance upon an
      exemption from the registration provisions of the Securities Act of 1933,
      as amended, provided  for  in Regulation S promulgated thereunder.  As of
      November 18, 1996, subscriptions  for  $500,000  in  aggregate  principal
      amount  of  the  debentures  have been executed.  The Company anticipates
      receiving additional subscriptions,  up  to an aggregate principal amount
      of  $2,000,000, before the end of the Company's  fiscal  year.   However,
      since  the  debentures  are not being underwritten on a "firm commitment"
      basis, no assurances can  be given that the Company will be successful in
      selling all the remaining principal amount of the debentures.


FORM 10-QSB - ITEM 6

SISKON GOLD CORPORATION AND SUBSIDIARY

LIST OF EXHIBITS


The following exhibit of the Company is included in response to Item 6:

10.26   Convertible note agreement