<PAGE>


                        SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON D. C. 20549
                                    FORM 1O-Q

       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. 1-9904

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


               DELAWARE                                88-0224117
          (State of incorporation)                  (I.R.S. employer
                                                   identification no.)

          4625 WYNN ROAD, SUITE 103, LAS VEGAS, NV               89103
               (Address of principal offices)                    (Zip code)

                            Telephone: (702) 362-3152


Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the 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 PROCEEDING FIVE YEARS:
                                        
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court.  Yes X No    .
                            ---   ---

As of October 31, 1996 there were 34,282,322 shares outstanding.


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                           VANDERBILT GOLD CORPORATION

                                      Index

                                                                         Page No

Part I - Financial Information

Item 1. Financial Statements 

Consolidated Balance Sheet                                                 3
Consolidated Statement of Operations                                       4
Consolidated Statement of Cash Flows                                       5
Notes to Consolidated Financial Statements                                 6

Item 2. Management's Discussion and Analysis of Financial 
Condition and Results of Operations                                        7

Part 11 - Other Information

Item 1. Legal Proceedings                                                  8
Signatures                                                                 9


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                           VANDERBILT GOLD CORPORATION
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995



IN THOUSANDS                                   SEPTEMBER 30,   DECEMBER 31,
                                                        1996           1995
                                               -------------   ------------
                    ASSETS
                    ------

Current Assets
  Cash and cash equivalents                        $      1        $      1
  Accounts receivable - Trade                             2               2
  Employee advances receivable                           26              23
  Inventories                                           837             837
  Prepaid and other assets                               11               6
                                                   --------        --------

    Total Current Assets                                877             869
                                                   --------        --------

Property, Plant and Equipment                         2,694           2,607
                                                   --------        --------

Total Assets                                       $  3,571        $  3,476
                                                   --------        --------
                                                   --------        --------


           LIABILITIES AND EQUITY
           ----------------------

Current Liabilities
  Accounts payable                                 $  1,284        $  1,202
  Accrued expenses                                      136             171
  Accounts payable - Related parties                    176              67
  Accrued payroll                                       546             505
  Notes payable - Other                                  33             123
  Deferred revenue - Gold sales                          95              95
  Gold loan payable                                      38              38
                                                   --------        --------

    Total Current Liabilities                         2,308           2,201
                                                   --------        --------

Long Term Liabilities                                    45              45
                                                   --------        --------

Stockholder's Equity: (shares in 000's)
  Capital stock (authorized 45,000,000; 
  issued 34,282 in 1996 and 32,093 in 1995)             343             321
  Other capital                                      25,225          24,964
  Accumulated deficit                               (24,350)        (24,055)
                                                   --------        --------
    Stockholder's Equity                              1,218           1,230
                                                   --------        --------

Total Liabilities and Equity                       $  3,571        $  3,476
                                                   --------        --------
                                                   --------        --------


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                           VANDERBILT GOLD CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995



IN THOUSANDS (EXCEPT SHARE AMOUNTS)

                                                       1996            1995
                                                   --------        --------
Revenue from Sales:
  Bullion sales                                    $      -        $     29
  Other revenue                                          32               -
                                                   --------        --------

Total Revenue from Sales                                 32              29
                                                   --------        --------

Mining Expenses:
  Mine maintenance costs                                 25             170
  Depreciation, depletion and amortization               50              48
  Exploration costs                                      16             113
                                                   --------        --------

Total Mining Expenses                                    91             331
General & Administrative                                291             224
                                                   --------        --------

Total Expenses                                          382             555
                                                   --------        --------

(Loss) From Operation                                 (350)           (526)
                                                   --------        --------

Other Income and Expense:
  Debt cancellation income                               56              53
  Dividend income                                         -               1
  Interest expense                                        1              10
                                                   --------        --------

Total Other Income and Expense                           55              44
                                                   --------        --------

Net (Loss)                                         $   (295)       $   (482)
                                                   --------        --------
                                                   --------        --------

Net loss per share                                    $0.01           $0.02
                                                   --------        --------
                                                   --------        --------

Weighted average shares outstanding                  34,033          30,116
                                                   --------        --------
                                                   --------        --------


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                           VANDERBILT GOLD CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995



IN THOUSANDS (EXCEPT SHARE AMOUNTS)

                                                       1996            1995
                                                   --------        --------
Revenue from Sales:
  Bullion sales                                    $      -        $      -
  Other revenue                                           2               -
                                                   --------        --------

Total Revenue from Sales                                  2               -
                                                   --------        --------

 Mining Expenses:
  Mine maintenance costs                                  4              25
  Depreciation, depletion and amortization               17              16
  Exploration costs                                      14               6
                                                   --------        --------

Total Mining Expenses                                    35              47
General & Administrative                                 98             101
                                                   --------        --------

Total Expenses                                          133             148
                                                   --------        --------

(Loss) From Operation                                  (131)           (148)
                                                   --------        --------

Other Income and Expense:
  Dividend income                                         -               -
  Interest expense                                        -              (3)
  Debt Cancellation income                                -              53
  Gain (loss) fixed assets                                -               -
  Gain on joint venture sale                              -               -
                                                   --------        --------
Total Other Income and Expense                            -              50
                                                   --------        --------

Net (Loss)                                         $   (131)       $    (98)
                                                   --------        --------
                                                   --------        --------

Net loss per share                                    $0.00           $0.00
                                                   --------        --------
                                                   --------        --------

Weighted average shares outstanding                  34,282          30,711
                                                   --------        --------
                                                   --------        --------


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                           VANDERBILT GOLD CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 31, 1996 AND 1995

IN THOUSANDS                                           1996            1995
                                                   --------        --------

OPERATING ACTIVITIES:
Net (Loss)                                         $   (295)       $   (482)
Reconciliation to net cash provided (used) for
operating activities: 
Depreciation, depletion and amortization                 50              48
Receivables - trade                                       -              66
Receivables - related parties                            (3)              -
Inventories                                               -              29
Prepaids and other assets                                (5)             (5)
Accounts payable and accrued liabilities                107             156
                                                   --------        --------

Net cash used by operations                            (146)            188
                                                   --------        --------

INVESTING ACTIVITIES;
Additions to property, plant and equipment               (3)            (57)
                                                   --------        --------

Net cash used for investing activities                   (3)            (57)
                                                   --------        --------

FINANCING ACTIVITIES
Increase in amounts due related parties                   -               5
Proceeds from sale of stock                             149              89
                                                   --------        --------

Net cash provided by financing activities               149              94
                                                   --------        --------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS           -            (151)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                 1             153
CASH AND EQUIVALENTS, END OF PERIOD                $      1        $      2
                                                   --------        --------
                                                   --------        --------

Interest paid                                             -               -
Payment of payables with stock                           10               -
Purchase mineral property with stock                    131               -


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VANDERBILT GOLD CORPORATION
Notes to Consolidated Financial Statements

NOTE 1: INTERIM FINANCIAL STATEMENTS

The accompanying consolidated interim financial statements have not been
audited.  In the opinion of the Company's management, the interim financial
statements include all adjustments necessary for the fair presentation of the
results for the interim periods.  These adjustments are of a normal recurring
nature.  The financial statements, prepared in accordance with the regulations
of the Securities and Exchange Commission (the "SEC"), should be read in
conjunction with the Company's 1995 Annual Report on Form 10-K.  Results of
operations for the interim periods are not necessarily indicative of results for
the full year.

Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of'
was issued by the Financial Accounting Standards Board (FASB) in March 1995. 
SFAS No. 121 requires, for fiscal years beginning after December 15, 1995, that
an entity review long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable and that an impairment loss be recognized as the amount by which the
carrying amount of the asset exceeds the fair value of the asset.  The Company
adopted SFAS No. 121 effective January 1, 1996.  The adoption did not have an
effect on the Company's financial position or results of operations.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation,' ("SFAS No. 1231 was issued by the Financial Accounting Standards
Board in October 1995.  SFAS No. 123 establishes, for fiscal years beginning
after December 15, 1995, financial and reporting standards for stock-based
employee compensation plans.  SFAS No. 123 encourages, but does not require, the
adoption of a fair-value-based method of accounting for such plans, in place of
current accounting standards.  Companies electing to continue their existing
accounting method must make pro forma disclosures of net income as if the fair-
value-based method of accounting had been applied.  The Company has elected to
continue with its existing accounting method and in accordance with SFAS No.
123, will have pro forma disclosures of net income in its financial statements
for the year ending December 31, 1996.

NOTE 2. PROPERTY, PLANT, EQUIPMENT AND MINING PROPERTIES - NET:

Property, plant, equipment and mining properties, accumulated depreciation and
amortization and range of estimated lives as of March31, 1996 and December 31,
1995 are as follows (in thousands):


                                              Lives            1996        1995
                                              -----            ----        ----

                                              Units of
Mining properties                             production   $  8,633    $  8,501
Plant and equipment                           5-10            1,084       1,080
                                                           --------    --------
                                                              9,717       9,581

Less:  Accumulated depreciation and 
amortization                                                 (7,023)     (6,974)
                                                           --------    --------

Net property, plant and equipment                          $  2,694    $  2,607
                                                           --------    --------
                                                           --------    --------


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

GENERAL
The company has focused its efforts on bringing the Los Coloradas mine into
production in Mexico, and getting the Morning Star Mine ready to resume
production.  The letter of understanding with Guardian Enterprises Ltd. and
Consolidated Viscount Ltd. the company has expired  and the company has not
entered into any other agreements with other parties on the La Sierra Concession
or the Morning Star Mine.


RESULTS OF OPERATIONS:

Comparison of nine months and three months ended September 30, 1996 to nine
months and three months ended September 30, 1995:

The Company realized a net loss of $295,000 ($0.002 per share) for the nine
months ended September 30, 1996 which is $187,000 less than the $482,000  ($0.01
per share) net loss for the nine months ended September 30, 1995.  These losses
reflect the facts that the Company was concentrating on reclamation and
remediation activities at the Morning Star Mine ("Mine").  The Company spent
$16,000 on exploration expenses during the period ended September 30, 1996 on
concessions in Mexico contrasted to $113,000 exploration expenditures during the
same period in 1995

LIQUIDITY AND CAPITAL RESOURCES:

The Company's net working capital deficit increased by $175,000 over that of
September 30, 1995.  During the nine months ended September 30,1996 operating
losses and additions to property were funded primarily through issuance of stock
for cash and property.

The company has sustained recurring losses from operations and has a significant
working capital deficit.  Although the Company raised equity capital from
private placements in 1996, due to the uncertainties regarding its ability to
develop and attain profitable operations and raise capital in the future, there
can be no assurance of the Company's ability to continue as a going concern.


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PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS.  NONE


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                                    VANDERBILT GOLD CORPORATION
                                                             (Registrant)

Dated November 14, 1996
                                                          by /s/ Keith Fegert
                                                             Keith Fegert
                                                             President and Chief
                                                             Financial Officer