================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-QSB

(Mark One)
|X|   QUARTERLY REPORT (AMENDED) PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

|_|   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 0-26600

                    ----------------------------------------

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

               Delaware                                   22-3386947
   (State or other jurisdiction of             (IRS Employer Identification No.)
   incorporation or organization)

                               5391 Blundell Road
                                   Richmond BC
                                 Canada V7C 1H3
                    (address of principal executive offices)

                                 (604) 277-5252
                           (Issuer's telephone number)
               --------------------------------------------------

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

      Check whether the issuer (1) filed all reports required 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 |_|       No |X|

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,933,500 shares of Common
Stock, $.001 par value, were outstanding, as of November 10, 1998.

        Transitional Small Business Disclosure Format (check one):

                              Yes |_|       No |X|

================================================================================
<PAGE>

                                   Form 10-QSB

                                      INDEX

                                                                           Page
                                                                          Number

"Safe Harbor" Statement....................................................... 1

PART 1. FINANCIAL INFORMATION

Item 1. Financial Information ................................................ 2

        Balance Sheets ....................................................... 2

        Statements of Operations and Deficit ................................. 3

        Statements of Cash Flows ............................................. 4

        NOTES TO FINANCIAL STATEMENTS ........................................ 5

Item 2. Plan of Operation .................................................... 6

PART 2. OTHER INFORMATION

Item 6. Exhibits, Lists and Reports on Form 8-K .............................. 8

SIGNATURES ................................................................... 9
<PAGE>

"Safe Harbor" Statement

      Cautionary Statement for purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995. With the exception of
historical matters, the matters discussed in this report are forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from projections or estimates contained herein. Such
forward-looking statements include statements regarding planned levels of
development, exploration and other expenditures, anticipated production and
schedules for development. Factors that could cause actual results to differ
materially include, among others, decisions and activities related to the mining
properties, unanticipated grade, geological, metallurgical, processing or other
problems, conclusion of feasibility studies, changes in project parameters or
plans, the timing and receipt of governmental permits, the failure of plant,
equipment or processors to operate in accordance with specifications or
expectations, results of current exploration activities, accidents, delays in
start-up dates, environmental costs and risks, changes in gold prices, as well
as other factors described elsewhere in this Form 10-QSB. Most of these factors
are beyond the Registrant's ability to predict or control. The Registrant
disclaims any obligation to update any forward-looking statement made herein.


                                       1
<PAGE>

Part 1. Financial Information

Balance Sheets
(expressed in United States dollars)

<TABLE>
<CAPTION>
                                                  September 30, 1998      December 31, 1997
                                                                              (Restated)
                                                  -----------------------------------------
<S>                                                  <C>                     <C>        
Assets

Current assets

  Cash                                               $       537             $        --
                                                                           
Inventory                                                  5,576                      --
                                                                           
Equipment                                                 71,582                  71,582
                                                                           
Mineral properties                                     2,444,075               2,358,170
                                                     -----------             -----------
                                                                           
                                                     $ 2,521,770             $ 2,429,752
                                                     ===========             ===========
                                                                           
Liabilities and Shareholders' Equity                                       
                                                                           
Current liabilities:                                                       
                                                                           
  Accounts payable and accrued liabilities           $   363,901             $   277,251
                                                                           
  Contracts payable to related parties                 2,597,273               1,908,893
                                                                           
  Loans payable to related parties                        23,537                  27,680
                                                     -----------             -----------
                                                                           
                                                     $ 2,984,711             $ 2,213,824

Shareholders' equity

   Capital stock

    Authorized:

        5,000,000 preferred shares with 
        a par value of $0.001 per share

        20,000,000 common shares with a
        par value of $0.001 per share

   Issued and outstanding:

    6,933,500 common shares                                6,934          6,934

  Additional paid-in capital                           1,581,105      1,534,105

Deficit                                               (2,050,979)    (1,325,111)
                                                     -----------    -----------

                                                     $  (462,940)   $   215,928
                                                     -----------    -----------

                                                     $ 2,521,770    $ 2,429,752
                                                     ===========    ===========
</TABLE>

See accompanying notes to financial statements.


                                        2
<PAGE>

Statements of Operations and Deficit
(expressed in United States dollars)

<TABLE>
<CAPTION>
                                   Three months ended September 30,              Nine months ended September 30, 
                                      1998                  1997                   1998                  1997
                                                         (Restated)                                   (Restated)
                                   --------------------------------              ------------------------------- 
<S>                               <C>                    <C>                   <C>                   <C>       
Expenses:

  Exploration and development     $   360,406            $   (45,296)          $   606,381           $   358,563
                                                                                                    
  Interest Expense                      3,223                    790                 4,305                 1,242
                                                                                                    
  Management salary                    22,500                 22,500                67,500                67,500
                                                                                                    
  Professional fees                    20,216                    600                43,932                14,206
                                                                                                    
  Office and administrative             2,937                  2,810                 3,750                 2,810
                                  -----------            -----------           -----------           -----------
  Loss for the period                (409,282)                18,596              (725,868)             (444,321)
                                                                                                    
  Deficit, beginning of                                                                             
     period                        (1,641,697)            (1,411,723)           (1,325,111)             (948,807)
                                  -----------            -----------           -----------           -----------
                                                                                                    
  Deficit, end of period           (2,050,979)           $(1,393,128)          $(2,050,979)          $(1,393,128)
                                  -----------            -----------           -----------           -----------
                                                                                                    
  Loss per share                  $     (0.07)           $     (0.01)          $     (0.10)          $     (0.07)
                                  -----------            -----------           -----------           -----------
</TABLE>
        
See accompanying notes to financial statements.


                                        3
<PAGE>

Statements of Cash Flows
(expressed in United States dollars)

<TABLE>
<CAPTION>
                                                        Nine months Ended September 30, 
                                                           1998                  1997
                                                                              (Restated)
                                                    ----------------------------------------
<S>                                                     <C>                   <C>       
Cash generated from (used in):

Operations:

  Loss for the period                                   $(725,868)            $(444,321)
                                                                            
  Items not involving cash:                                                 
     Write-off of deferred                                                  
     financing costs                                           --                30,000
                                                                            
Stock grant program expense                                    --                   100
                                                                            
Changes in non-cash operating working capital:                              
                                                                            
  Inventory                                                (5,576)          
                                                                            
  Accounts payable and                                                      
    accrued liabilities                                    86,650                89,702
                                                        ---------             ---------
                                                                            
                                                         (644,794)             (354,618)
                                                                            
Financing:                                                                  
                                                                            
  Deferred financing costs                                     --               (90,133)
                                                                            
  Changes in contracts payable                            688,380               440,742
                                                                            
  Loans payable to related parties                        (90,049)                4,010
                                                                            
  Capital contributed by a shareholder                     47,000                    --
                                                        ---------             ---------
                                                          645,331               354,619
                                                                            
  Increase in cash                                            537             $       0
                                                                            
Cash, beginning of period                                       0                     0
                                                        ---------             ---------
                                                                            
Cash, end of period                                     $     537             $       0
                                                        =========             =========
</TABLE>

See accompanying notes to financial statements.


                                        4
<PAGE>

NAPTAU GOLD CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.    The Company and basis of presentation:

      Naptau Gold Corporation (the "Company") was formed under the laws of the
      State of Delaware on January 8, 1988 and was inactive until 1995 when it
      entered into an agreement to acquire certain mineral properties (note 3).
      The Company's principal business activity is the exploration and
      development of mineral properties, with its principal mineral properties
      comprising of various placer leases in the Cariboo Mining Division of
      British Columbia, Canada (the "Placer Leases").

      The financial statements presented herein as of September 30, 1998 and for
      the nine month periods ending September 30, 1998 and 1997, and for the
      three month period ended September 30, 1998, are unaudited and, in the
      opinion of management, include all adjustments (consisting only of normal
      and recurring adjustments) necessary for a fair presentation of financial
      position and results of operations. Such financial statements do not
      include all of the information and footnote disclosures normally included
      in audited financial statements prepared in accordance with generally
      accepted accounting principles. 

2.    Significant accounting policies:

      The financial statements have been prepared in accordance with generally
      accepted accounting principles in the United States.

      Change in Accounting Policy:

      Prior to 1998, the Company's policy was to capitalize mineral property
      acquisition costs and related exploration and development costs incurred
      in the period. Effective January 1, 1998 the Company changed its policy
      with regards to exploration and development costs related to mineral
      properties to expense the exploration and development costs in the period
      incurred. This change has been applied retroactively and has reduced the
      amount previously reported for mineral properties by $983,661 as at
      December 31, 1997 and increased exploration and development expenses and
      deficit for each of the years ended December 31, 1997, 1996, and 1995 by
      $242,736, $341,999, and $398,926 respectively.

      (a)   Mineral property interests:

            Mineral property acquisition costs and related exploration and
            development expenditures are deferred until the property is placed
            into production, sold or abandoned. These costs will be amortized on
            a unit-of-production basis over the estimated proven and probable
            reserves of the property following commencement of commercial
            production or written off if the property is sold, allowed to lapse
            or abandoned.

            Mineral property acquisition costs include cash consideration and
            the fair value of common shares issued for mineral properties.
            Administrative expenditures are expensed in the period incurred.

            Exploration and development expenditures are expensed in the period
            incurred until such time as the Company establishes the existence of
            commercial feasibility at which time these costs will be deferred.

            On an on-going basis, the Company evaluates the status of its
            mineral properties based on results to date to determine the nature
            of exploration and development work that is warranted in the future.
            If there is little prospect of further work on a property being
            carried out, the deferred costs related to that property are written
            down to their estimated recoverable amount.

            The amounts shown for mineral properties represent costs incurred to
            date and is not intended to reflect present or future values.

      The results of operations for the nine month period ended September 30,
      1998 are not necessarily indicative of the results that may be expected
      for the full year ended December 31, 1998. It is suggested that these
      financial statements be read in conjunction with the financial statements
      and notes thereto included in the Company's 1997 Annual Report on Form
      10-KSB.

      These financial statements have been prepared on the basis of accounting
      principles applicable to a going concern.


                                        5
<PAGE>

NAPTAU GOLD CORPORATION

Item 2. Plan of Operation

      The Company is engaged in the acquisition, exploration and development of
mineral properties, primarily gold properties. The Company's properties are
comprised of five adjacent placer mining leases and two adjacent staked placer
claims (collectively, the "Properties") located in the Cariboo Mining District,
British Columbia, Canada.

      Since the acquisition of the Properties in 1995 the Company has expended
$1,840,878 on the Properties and during the quarter ended September 30, 1998,
recovered $137,469 from the sale of gold extracted during operations. These
expenditures, net of such recoveries, are reflected as Deferred Costs and
included in Mineral Properties on the Balance Sheet. It is estimated that the
prior owners of the Properties, since commencing preliminary testing in 1981,
had expended an aggregate of approximately $4,000,000 in exploring and
developing the Properties. Because of the inconsistency of placer golds, none of
the Company's Properties may be defined as containing proven or probable
reserves. Although prior exploration programs have produced in excess of 300
ounces of gold from the Properties, the Company has not generated sustained
revenues and will not generate sustained revenues until commencement of
full-scale placer mining operations.

      In May 1997 the Company moved a new $250,000 production plant on site with
the expectation of processing 150,000 to 200,000 cubic yards of material over
the 5 to 6 month 1997 mining season. This represented an average operating level
of 50% of the capacity of the plant. This conservative estimate was based on the
assumption that shakedown time would be required during start-up of production
and the necessity of processing marginal pay gravels while opening the main
channel deposits. Production did not commence during the 1997 mining season,
however, due to the failure of the manufacturer of the production plant to
deliver a turnkey plant. The Company spent the 1997 season and approximately
$100,000 bringing the plant to operating status. Concurrently with the
preparation of the production plant, the Company carried on further site
preparation in anticipation of an upcoming season of production.

      At the commencement of the 1998 mining season the Company continued the
stripping and hauling of surface materials and the heavy blue clay which
overlies the channel deposits. The materials expected, rich black/brown gravels,
grey/green gravels and boulders are now exposed at the upper portion of the
channel pocket. The edges of the first placer pocket were exposed with the
pocket appearing to be 75 feet (25 meters) wide and, per the previous Seismic
Refraction Surveys, Induced Polarization Survey and past drilling, will drop off
sharply to a depth of some 135 feet (45 meters) of which 90 feet (30 meters)
extends below the level of Keithley Creek.

      In May and June 1998 the Company initiated test runs of the production
plant using materials from the upper edges of the pocket yielding small flat and
rice sizes of gold. During the balance of the 1998 mining season the Company
continued with site preparation and in particular, during the later part of
August and the month of September, carried on larger and continued levels of
operation recovering a total of 591.90 oz. of raw placer gold.


                                        6
<PAGE>

The following table details the recovery

--------------------------------------------------------------------------------
Days of        Cubic Yds.     Recovered     Ounces     Oz/Cu. Yd.      S/Cu. Yd.
Processing     Processed      Grams
--------------------------------------------------------------------------------
3              900            473.3         15.22      0.017           3.87

6              1,580          2,092.7       67.28      0.049           11.05

3              672            1,696.7       54.55      0.081           16.91

4              1,814          4,063.3       130.65     0.072           17.34

5              1,642          2,976.0       95.68      0.058           14.33

7              2,360          6,716.4       215.93     0.091           24.17
--------------------------------------------------------------------------------

      The Company, with the exception of 24 oz. of gold which is carried as
inventory, sold the gold recovered and applied the proceeds to the current
periods exploration costs included on the Balance Sheet as part of Mineral
Properties.

      As of the first week in October operations were suspended for the season
with the expectation that, weather permitting, the Company will return to the
site in early May 1999 to commence the new season.

      No stripping was carried out at the end of the season. When the Company
commences operations in the Spring it is anticipated that there will be
approximately two weeks required to recapture the mining site from any
dislocation of the bench soils caused by winter and spring soil erosion and to
strip additional working areas.

      In order to group and subsequently convert Placer Leases #29, 1159, 1160,
1850, and 2093 to a "Lease of Placer Minerals" (LPM) the Company commissioned
Durfeld Geological Management Ltd. to carry out a Ground Positioning Survey of
the noted Placer Leases which covered an area of 211.34 hectares. The GPS was
completed and accepted by the Province of British Columbia, Ministry of Mines
and Petroleum Resources and a Lease of Placer Minerals was granted October 14,
1998. A Lease of Placer Minerals is granted for a term of ten years and may be
renewed for further terms of up to ten years each. Maintenance of the LPM is by
way of an annual rental fee.

      The Company concluded the season with a favorable on-site Inspection
Report dated September 29, 1998 carried out by the Inspector of Mines from
Prince George, British Columbia, Ministry of Energy and Mines, Mines Branch.

      At September 30, 1998, the Company had a working capital deficit of
approximately $2,980,000, a substantial portion of which is owed to Noble,
$2,397,000, and officers and directors of the Company, all of whom have a vested
interest in ensuring the Company's continued existence. During the first six
months of 1998 the Company's operating expenses consisted primarily of amounts
accrued in respect of officer salaries and professional fees. The Company's
continuing operations and ability to realize the amounts shown as mineral
properties on its balance sheet are dependent upon the Company's ability to
obtain the financing necessary to meet its obligations and continue its
exploration and development activities. To date, substantially all of the
financing for the Company's mining activities has been provided by Noble. There
is no assurance that Noble will continue to fund the Company or that necessary
financing will be made available by third parties or, if made available, be on
terms acceptable to the Company.


                                        7
<PAGE>

Item 5. Other Information

      The Company has engaged First London Securities Corporation of Dallas,
Texas, to act as its financial advisor, furnish investment banking services and
assist the Company to initiate trading in its Common Stock. To date, First
London Securities Corporation has filed Form 211 with the National Association
of Securities Dealers with a view towards initiating quotations for the
Company's Common Stock on the Electronic Bulletin Board.

      The Company intends to request First London to determine whether the
Company might raise the funds required to conduct operations next season through
an offering of debt or equity securities of the Company. Any issuance of equity
securities of the Company would dilute the holdings of the current shareholders.

      The Company received from the United States Securities and Exchange
Commission a letter (the "Comment Letter") commenting upon its Report on Form
10K-SB for the year ended December 31, 1997 ("1997 10K"), and its Reports on
Form 10Q-SB for the quarters ended March 31 and June 30, 1998. The Comment
Letter was not received by the Company sufficiently in advance of the deadline
for the filing of this Report on Form 10Q-SB for the Company to reflect the
comments in the financial statements included herein.

      The Comment Letter requests that the Company make certain additional
disclosures in its 1997 10K, revise certain disclosures included therein and
include certain cumulative financial information in all of its periodic reports.
Among the comments received was a comment suggesting that the Company should
expense rather than capitalize mineral property acquisition costs and the
related exploration/development costs. The Company is reviewing with its
auditors the rules with respect to the capitalization of mineral property
acquisition costs and the related exploration/mineral costs. The Company intends
to promptly file amendments to its 1997 10K and its reports on Form 10Q-SB
responsive to the Comment Letter. If the Company were to expense rather than
capitalize its mineral costs, this would have the effect of reducing the asset
"Mineral Properties" carried on its Balance Sheet and increasing its historical
losses.

Part 2. Other Information

Item 6. Exhibits and Reports on Form 8-K

        Exhibit 27 - Financial Data Schedule


                                        8
<PAGE>

                                   SIGNATURES

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


                                      NAPTAU GOLD CORPORATION


                                      /s/ Edward D. Renyk
                                      ------------------------------------------
Dated: February 17, 1999              By: Edward D. Renyk
                                      President and Principal Accounting Officer


                                        9