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

                       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, 1997

| | 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 0-25786

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

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

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

                               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 September 30, 1997.

      Transitional Small Business Disclosure Format (check one):

            Yes | |                       No |X|

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

                                   Form 10-QSB

                                      INDEX

                                                                         Page
                                                                        Number

PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

          Balance Sheets                                                  3

          Statements of Operations and Deficit                            4

          Statements of Cash Flows                                        5

          Notes to Financial Statements                                 6-12

  Item 2. Management's Discussion and Analysis
           of Financial Condition and Results of
           Operations                                                   13-14

PART II. OTHER INFORMATION                                               14

SIGNATURES                                                               15


<PAGE>

NAPTAU GOLD CORPORATION

Balance Sheets
(expressed in United States dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                September 30,  --------------------------
                                                                    1997           1996           1995
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
Assets
Current asset:
     Cash                                                       $        --    $        --    $     1,000
Mineral properties (note 3)                                       3,347,412      2,988,850      2,374,726
Deferred financing costs (note 2(b))                                 99,224          9,090         40,000
                                                                -----------    -----------    -----------
                                                                $ 3,446,636    $ 2,997,940    $ 2,415,726
                                                                ===========    ===========    ===========
Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable and accrued liabilities (note 4)          $   246,885    $   157,183    $    45,000
     Contracts payable (note 3)                                   1,935,572      1,494,831      2,154,500
     Loans payable to related parties (note 4)                       16,780         12,770        101,697
                                                                -----------    -----------    -----------
                                                                  2,199,237      1,664,784      2,301,197
Shareholders' equity:
     Capital stock (note 5):
          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          6,700
          Additional paid-in capital (note 5)                     1,534,105      1,534,105        168,339
          Shares alloted but unissued (note 5(c)(ii))                    --             --            100
          Deficit                                                  (293,640)      (207,882)       (60,610)
                                                                -----------    -----------    -----------
                                                                  1,247,398      1,333,157        114,529
Continuing operations (note 1)
Commitments (notes 3 and 6)
Subsequent events (notes 3, 4 and 5(c))
                                                                -----------    -----------    -----------
                                                                $ 3,446,636    $ 2,997,940    $ 2,415,726
                                                                ===========    ===========    ===========
</TABLE>
<PAGE>

NAPTAU GOLD CORPORATION

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

<TABLE>
<CAPTION>
                                                                Nine Months
                                                 Inception to      ended          Years ended December 31,
                                                 September 30,  September 30,-----------------------------------
                                                      1997         1997         1996         1995         1994    
                                                   ---------    ---------    ---------    ---------    ---------  
<S>                                                <C>          <C>          <C>          <C>          <C>        
Expenses:
     Management salary (note 6)                    $ 202,500    $  67,500    $  90,000    $  45,000    $      --  
     Professional fees                                52,999       14,206       25,940       12,853           --  
     Office and administrative                         4,899        2,810        1,332          757           --  
     Interest                                          1,241        1,241           --           --           --
     Stock grant program expense (note 5(c)(ii))         100           --           --          100           --  
     Write-off of deferred financing costs            30,000           --       30,000           --           --  
                                                   ---------    ---------    ---------    ---------    ---------  
Loss for the period                                 (291,740)     (85,758)    (147,272)     (58,710)          --  
Deficit, beginning of period                          (1,900)    (207,882)     (60,610)      (1,900)      (1,900) 
                                                   ---------    ---------    ---------    ---------    ---------  
Deficit, end of period                             $(293,640)   $(293,640)   $(207,882)   $ (60,610)   $  (1,900) 
                                                   =========    =========    =========    =========    =========  
Loss per share                                     $   (0.04)   $   (0.01)   $   (0.02)   $   (0.01)   $      --  
                                                   =========    =========    =========    =========    =========  
</TABLE>

See accompanying notes to financial statements.

<PAGE>

NAPTAU GOLD CORPORATION

Statements of Cash Flows (note 8)
(expressed in United States dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Nine Months
                                                     Inception to     ended          Years ended December 31,
                                                     September 30, September 30,-----------------------------------
                                                         1997         1997         1996         1995         1994
                                                      ---------    ---------    ---------    ---------    --------- 
<S>                                                   <C>          <C>          <C>          <C>          <C>       
Cash generated from (used in):
Operations:
     Loss for the period                              $(291,740)   $ (85,758)   $(147,272)   $ (58,710)   $      --
     Add items not involving cash:
       Write-off of deferred financing costs             30,000                    30,000
       Stock grant program expense,                         100           --           --          100           --
     Changes in non-cash operating working capital:
       Accounts payable and accrued liabilties          246,883       89,700      112,183       45,000           --
                                                      ---------    ---------    ---------    ---------    --------- 
                                                        (14,757)       3,942       (5,089)     (13,610)          --
Financing:
     Deferred financing costs recovered (incurred)     (129,224)     (90,134)         910      (40,000)          --
     Changes in contracts payable                       395,242      440,742           --      (45,500)          --
     Loans payable to related parties                   112,782        4,012        7,073      101,697           --
                                                      ---------    ---------    ---------    ---------    --------- 
                                                        378,800      354,620        7,983       16,197           --

Investing activities:
     Mineral properties                                (364,044)    (358,563)      (3,894)      (1,587)          --
                                                      ---------    ---------    ---------    ---------    --------- 
Increase in cash                                      $      (0)   $       0    $  (1,000)   $   1,000    $      --
Cash, beginning of period                                    --           (0)       1,000           --           --
                                                      ---------    ---------    ---------    ---------    --------- 
Cash, end of period                                   $      (0)   $      (0)   $      (0)   $   1,000    $      --
                                                      =========    =========    =========    =========    ========= 
</TABLE>

See accompanying notes to financial statements.
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

1.    Continuing operations:

      Naptau Gold Corporation (the "Company") was formed under the laws of the
      State of Delaware on January 18, 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").

      These financial statements have been prepared on the basis of accounting
      principles applicable to a going concern. At September 30, 1997, the
      Company had a working capital deficiency of approximately $2,200,000
      including approximately $1,952,000 due to related parties. The Company's
      continuing operations and the ability of the Company to discharge its
      liabilities are dependent upon the continued financial support of related
      parties and the ability of the Company to obtain the necessary financing
      to meet its liabilities as they come due.

      The recoverability of the amounts shown as mineral properties is dependent
      upon the existence of economically recoverable mineral reserves, the
      ability of the Company to obtain the necessary financing to complete the
      development of its mineral properties and upon future profitable
      production or proceeds from the disposition thereof.

2.    Significant accounting policies:

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

      (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.

            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.
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

2.    Significant accounting policies (continued):

      (b)   Deferred financing costs:

            The Company defers costs associated with specific financing
            activities and charges those costs against the related share capital
            or to operations if the financing activity is unsuccessful.

      (c)   Loss per share:

            Loss per share has been calculated using the weighted average number
            of common shares outstanding during the year

3.    Mineral properties:

<TABLE>
<CAPTION>
================================================================================================
                                                          September 30          December 31,
                                                                  1997         1996         1995
================================================================================================
<S>                                                         <C>          <C>          <C>       
Placer Leases, Cariboo Mining Division, British Columbia:
   Acquisition costs:
      Placer Leases acquired from Noble (note 3(a))         $1,775,000   $1,775,000   $1,775,000
      Placer Leases acquired from an affiliate of the
         Company (note 3(b))                                   200,800      200,800      200,800
------------------------------------------------------------------------------------------------
                                                             1,975,800    1,975,800    1,975,800
   Deferred interest and financing costs:
      Paid or accrued to Noble (note 3(a))                     251,725      251,725           --
      Paid to an affiliate of the Company (note 3(b))           20,400       20,400           --
------------------------------------------------------------------------------------------------
                                                               272,125      272,125           --
   Exploration and development expenditures:
      Incurred by Noble                                      1,094,008      735,445      397,339
      Incurred by the Company                                    5,480        5,480        1,587
------------------------------------------------------------------------------------------------
                                                             1,099,487      740,925      398,926
------------------------------------------------------------------------------------------------

                                                            $3,347,412   $2,988,850    2,374,726
================================================================================================
</TABLE>
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

3.    Mineral properties (continued):

      (a)   Placer Leases acquired from Noble:

            During 1995, the Company entered into an agreement to acquire
            certain Placer Leases owned by Noble Metal Group Incorporated (a
            British Columbia company) ("Noble") in exchange for 4 million common
            shares of the Company, representing an initial 59.7% interest in the
            Company. As Noble acquired control of the Company by this exchange,
            it is considered a common control transaction and, accordingly, the
            common shares have been accounted for at the carrying value of the
            Placer Leases in the accounts of Noble at December 31,1994 of
            $1,775,000 (Noble, in association with limited partnerships, had
            also expended an additional $550,000 on exploration of the Placer
            Leases which was recovered from these limited partnerships and
            accordingly, is not reflected in the aforementioned carrying value).
            A British Columbia Mineral Tenure Act "Bill of Sale Absolute" held
            by the Company relating to the Placer Leases has not yet been
            registered with the appropriate authorities and as a result,
            registration of the Placer Leases remains in the name of the
            operator, Noble. The Company can, at any time and without any
            restriction, apply to conclude registration in its name.

            The Company and Noble also entered into an operating agreement
            whereby Noble will remain the operator for the mining activities on
            the Placer Leases for a term of ten years, with Noble having the
            option of renewing the agreement for a further ten year term. The
            Company agreed to pay Noble $1,000,000 in consideration for entering
            into this operating agreement. In addition, the Company is obligated
            to pay $1,000,000 in respect of 1995 exploration and development
            expenditures and agreed to fund future annual operating expenditures
            on the Placer Leases, including the lease of certain equipment and
            facilities owned by Noble. These required payments have been accrued
            in contracts payable (See below). However, as this is a common
            control transaction, the amount of $1,602,661, being the excess of
            these amounts over the estimated book value of the related assets in
            the accounts of Noble was charged against additional paid-in capital
            during 1995 (note 5). During 1996, this amount was reduced by
            $45,500 to reflect the actual book value of the related assets in
            the accounts of Noble at December 31, 1995. To December 31, 1995,
            the Company had advanced $45,500 to Noble with respect to
            exploration and development expenditures on the Placer Leases which
            has been recorded as a reduction in the Company's contracts payable.

            During 1996, the Company entered into an extension agreement with
            Noble with respect to its contract payable to Noble, whereby the
            Company issued 85,000 common shares to Noble at an agreed price of
            $2.40 per share and agreed to pay Noble 300 ounces of gold from the
            Company's share of gold produced from mining operations on its
            placer mining leases, if any, to initially extend the due date for
            the amount outstanding under the contract payable to June 30, 1996.
            The value ascribed to the common shares issued has been included in
            deferred interest and financing costs in mineral properties,
            however, the value of the gold to be paid to Noble has not been
            accrued in these financial statements due to the uncertainty of
            ultimate payment.

            The Company and Noble subsequently agreed to amend certain of the
            terms of the operating agreement originally entered into whereby the
            Company was obliged to pay $1,000,000 to Noble as consideration for
            entering into the operating agreement. The amending agreement
            cancelled the Company's obligation to pay $1,000,000 to Noble and
            the Company agreed to pay Noble 4,561 ounces of gold from the
            Company's share of gold produced from mining operations on its
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

            placer mining leases, if any. Noble also granted the Company an
            extension to December 31, 1998 of the revised balance due of
            $954,500 as at December 31, 1995 in consideration for the Company
            agreeing to pay interest on such balance at a rate of 10% per annum
            to June 30, 1997 and 12% per annum thereafter. The Company reduced
            contracts payable and increased additional paid-in capital by
            $1,000,000 each during 1996 as a result of this amending agreement.
            The value of the gold to be paid to Noble has not been accrued in
            these financial statements due to the uncertainty of ultimate
            payment.

            In addition to funding future annual operating expenditures on the
            Placer Leases, the operating agreement provides that the proceeds
            from production from the Placer Leases, if any, will be divided
            between the Company and Noble as follows:

            o     for the first $1,000,000 of proceeds or 2,500 ounces of raw
                  gold (converted to a dollar amount), whichever is lesser, 10%
                  of such proceeds to Noble;

            o     for the next $1,000,000 of proceeds or 2,500 ounces of raw
                  gold (converted to a dollar amount), whichever is lesser,
                  17.5% of such proceeds to Noble; and

            o     for cumulative operating revenues in excess of $2,000,000 or
                  5,000 ounces of raw gold (converted to a dollar amount),
                  whichever is lesser, 25% of such proceeds to Noble.

      (b)   Placer Lease acquired from an affiliate of the Company:

            During 1995, the Company acquired a Placer Lease owned by an
            affiliate of the Company (the "Affiliate"), for $200,000 (accrued
            but not yet paid) and 800,000 common shares of the Company that have
            been assigned their par value of $0.001 per share.

            During 1996 the Company entered into extension agreements with the
            Affiliate with respect to its contract payable to the Affiliate,
            whereby the Company issued 8,500 common shares at an agreed price of
            $2.40 per share to initially extend the due date for the amount
            outstanding under the contract payable to June 30, 1996 and
            subsequently agreed to pay the Affiliate 100 ounces of gold produced
            from mining operations on all of its placer mining leases, if any,
            for extending the due date to October 12, 1997. The ascribed value
            for the common shares issued has been included in deferred interest
            and financing costs in mineral properties, however, the value of the
            gold to be paid to the Affiliate has not been accrued in these
            financial statements due to the uncertainty of ultimate payment.

4.    Amounts payable to related parties:

      Loans payable to related parties consist of amounts received from
      directors and officers are non-interest bearing and have no specific terms
      of repayment. During 1996, the directors and officers converted $96,000 of
      these loans into 40,000 shares at a price of $2.40 per share.

      At June 30,1997, accounts payable and accrued liabilities include accruals
      totaling $205,000 (1996 - $90,000, 1995 - $45,000) for salaries to a
      director and officer pursuant to an employment agreement (note 6), which
      are included in management salary expense for the period.

<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

5.    Capital stock:

      (a)   Authorized:

            During 1995, the Company increased the authorized capital stock from
            200 common shares with a par value of $0.001 per share to 25,000,000
            shares consisting of 5,000,000 preferred shares and 20,000,000
            common shares, each with a par value of $0.001 per share, of which
            1,900 common shares were outstanding. The Company subsequently split
            the 1,900 common shares outstanding on a 10,000 new for 1 old basis.
            The number of shares issued as at December 31, 1994 have been
            restated to reflect this share split as if it had occurred on
            inception.

      (b)   Issued:

            A continuity of the Company's issued and outstanding capital stock
            is as follows:

<TABLE>
<CAPTION>
===============================================================================================
                                              Common shares          
                                        -------------------------    Additional
Year    Consideration                      Number        Amount   Paid-in capital     Total
===============================================================================================
<S>    <C>                                <C>         <C>           <C>            <C>
Balance December 31, 1994 (note 5(a))     1,900,000   $     1,900   $              $     1,900

1995   Mineral properties (note 3(a))     4,000,000         4,000     1,771,000      1,775,000
1995   Reduction in additional
         paid-in capital relating to
         operating agreements with
         Noble (note 3(a))                                           (1,602,661)    (1,602,661)
1995   Mineral properties (note 3(b))       800,000           800                          800
===============================================================================================

Balance, December 31, 1995                6,700,000         6,700       168,339        175,039

1996   Services under stock grant
          program (note 5(c)(ii))           100,000           100            --            100
1996   On conversion of loans payable
          to related parties(note 4)         40,000            40        95,960         96,000
1996   As consideration for extending
          the due dates of contracts
          payable (note 3)                   93,500            94       224,306        224,400
1996   Increase in additional paid-in
          capital resulting from
          amendment to operation
          agreement with Noble (note
          3(a))                                                       1,000,000      1,000,000
1996   Increase in additional paid-in
          capital resulting from
          amendment to operation
          agreement with Noble (note
          3(a))                                                          45,500         45,500
-----------------------------------------------------------------------------------------------
Balance, December 31, 1996 and
   September 30, 1997                     6,933,500   $     6,934   $ 1,534,105      1,541,039
===============================================================================================
</TABLE>
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

5.    Capital stock: (continued)

      (c)   Stock option plan and stock grant program:

            In June 1995 the Company adopted a non-qualified stock option plan
            and a stock grant program with the following provisions:

            (i)   Stock option plan:

                  The Company has reserved 300,000 shares of its authorized
                  common stock for issuance to key employees or consultants of
                  the Company and affiliates. Under this plan, no employee may
                  receive more than 100,000 stock options. Options are
                  non-transferable and expire if not exercised within two years.
                  The options may not be exercised by the employee until after
                  the completion of two years of employment with the Company.
                  The options are issuable to officers, key employees and
                  consultants in such amounts and prices as determined by the
                  Board of Directors. As of September 30, 1997, no options were
                  granted pursuant to this plan.

            (ii)  Stock grant program:

                  The Company has reserved 300,000 shares of its authorized
                  common stock for issuance to key employees and directors.
                  Under this plan, no employee may receive more than 100,000
                  shares. The program requires the employee to remain in the
                  employ of the Company for at least one year following the
                  grant and to agree not to engage in any activity which would
                  be considered in competition with the Company's business. If
                  the employee violates any one of these conditions the
                  ownership of the shares issued under the program shall revert
                  back to the Company. The shares issued under the program are
                  non-transferable for two years. As of December 31,1995, a
                  total of 100,000 shares had been granted to five directors
                  pursuant to this plan which were recorded during the period
                  granted at their par value of $0.001 per share. These shares
                  were issued in 1996.

6.    Commitments:

      On June 30, 1995, the Company entered into a five-year employment
      agreement with the President of the Company that provides for a salary of
      $7,500 per month beginning July 1,1995 (plus a cost of living adjustment
      to be made on the first day of each calendar year). The agreement also
      provides for additional incentive compensation equal to 1/2 of 1% Of net
      sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and
      1 percent of net sales above $25,000,000.
<PAGE>

NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)

September 30, 1997

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

7.    Income taxes:

      Under the asset and liability method of accounting for income taxes,
      deferred income tax assets and liabilities are measured using enacted tax
      rates for the future income tax consequences attributable to differences
      between the financial statement carrying amount of existing assets and
      liabilities and their respective tax bases.

      For all periods presented, the Company has not recognized any deferred tax
      assets or liabilities as the available benefits, primarily as a result of
      loss carry forwards of approximately $222,000 arising in 1995 and l996,
      are fully offset by a valuation allowance of the same amount.

8.    Supplementary cash flow information:

      The following non-cash financing and investing activities occurred during
      the period:

<TABLE>
<CAPTION>
==================================================================================================
                                 Inception to   Nine months
                                   September   to September         Year end December 31,
                                       30,          30,
--------------------------------------------------------------------------------------------------
                                      1997         1997         1996         1995         1994
                                   ---------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>          <C>        
Expenditures on mineral            $  698,894   $  358,564   $  340,330   $       --   $        --
   properties by way of
   increase in contracts
   payable

Acquisition of mineral              2,200,000           --           --    2,200,000            --
   properties for contracts
   payable

Reduction of contracts payable      1,000,000           --    1,000,000           --            --
   on amendment of operating
   agreement with Noble and
   resulting increase in
   additional paid-in capital

Issue of common shares: For           443,039           --      269,900      173,139            --
   mineral properties, net of
   reduction of additional paid-
   in capital relating to
   agreements with Noble

   On settlement of loans              96,000           --       96,000           --            --
   payable to related parties
==================================================================================================
</TABLE>

      The Company did not pay any interest or income taxes during the periods
      ended December 31, 1996, 1995 or 1994.


<PAGE>

Item 2. Plan of Operation

      The Company is engaged in the acquisition, exploration and development of
mineral properties, primarily gold properties located in the Cariboo mining
district. 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.

      It is estimated that the Company and prior owners of the properties have
expended an aggregate of approximately $4,000,000 in exploring and developing
the Properties. Because of the inconsistence of placer golds, none of the
Company's prospects or properties may be defined as containing proven or
probable reserves. Although prior exploration programs have produced in excess
of 300 ounces of new gold from the Properties, the Company has not generated
meaningful revenues and will not generate significant revenues until
commencement of placer mining operations which are subject to the Company's
ability to raise additional funds.

      Based upon results of exploratory activities to date, the Company moved a
production plant on site with a processing capacity of approximately 400,000
cubic yards of material over the course of a mining season. Due to unanticipated
delays, the Company will not process significant material or generate any
revenues during the 1997 mining season. The processing plant cost approximately
$250,000.

      During 1996 and 1997 the Company entered into and modified agreements with
Noble and the director of Noble extending the due dates of the $954,000 payable
to Noble and the $200,000 payable to the director of Noble. Noble also agreed to
cancel payment of the $1,000,000 due it for entering into the Operating
Agreement.

      In consideration of the extension of time the Company issued 85,000 shares
of common stock and committed 300 ounces of gold from its portion of production
to Noble and 8,500 shares of common stock to the director. In consideration of
the cancellation of the $1,000,000 due Noble the Company agreed to pay Noble
3,421 ounces of gold from the Company's share of gold production on the basis of
up to 40% of 1996 production, 50% of 1997 production and if any balance remains
outstanding up to 60% of 1998 and subsequent years production.

      At September 30, 1997 the Company had a working capital deficit of
approximately $2,200,000 of which approximately $1,952,000 is due to related
parties.

      The Company has not yet generated any cash from operations. All of its
activities to date have been limited to
<PAGE>

exploratory and developmental activities. During the first nine months of 1997
the Company's operating expenses consisted primarily of amounts accrued in
respect of officers salaries, professional fees and office expenses. In
addition, the Company spent approximately $359,000 on exploration, site work and
processing plant installation in preparation for production at its Properties.
These expenditures are capitalized in the carrying value of the Company's
mineral properties.

      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 exploration and development activities. To date substantially all of
the financing for the Company's mining activities have 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.

      For the remainder of the 1997 mining season the Company will continue to
carry out the actions required to bring the site and plant into a production
state.

PART II. OTHER INFORMATION

      None.

<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: May 14, 1998                 By: Edward D. Renyk
                                        President and
                                        Principal Accounting Officer