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                       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 March 31, 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
  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 address)

                              9551 Bridgeport Road
                                   Richmond BC
                                 Canada V6X 1S3
                          -----------------------------
               (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 March 31, 1998.

      Transitional Small Business Disclosure Format (check one):

                  Yes |_|                          No   |X|

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<PAGE>

                                   Form 10-QSB

                                      INDEX

                                                                         Page
                                                                        Number

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

Part 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 II....................................................................  6

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

       SIGNATURES..........................................................  7

<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.

<PAGE>

Part 1. Financial Information

Balance Sheets
(expressed in United States dollars)

                                              March 31, 1998   December 31, 1997
                                                                   (Restated)
                                              --------------   -----------------
Assets
Current assets
   Cash                                          $       496      $      --   
Equipment                                             71,582           71,582
Mineral properties                                 2,388,237        2,358,170
Deferred financing costs                                --               --  
                                                 -----------      -----------
                                                 $ 2,460,315      $ 2,429,752
                                                 ===========      ===========
Liabilities and Shareholders' Equity                             
                                                                 
Current liabilities:                                             
   Accounts payable and accrued liabilities      $   299,821      $   277,251
   Contracts payable to related parties            1,962,134        1,908,893
   Loans payable to related parties                   23,137           27,680
                                                 -----------      -----------
                                                 $ 2,285,092      $ 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                      1,534,105        1,534,105
   Deficit                                        (1,365,817)      (1,325,111)
                                                 -----------      -----------
                                                 $   175,222      $   215,928
                                                                 
                                                 $ 2,460,315      $ 2,429,752
                                                 ===========      ===========
                                                               
See accompanying notes to financial statements.


                                       2
<PAGE>

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

                                                 Three months Ended March 31,
                                                    1998              1997
                                                                   (Restated)
                                               ---------------   ---------------
Expenses:

   Exploration expenditures                       $    10,672      $       -- 
                                                                  
   Interest Expense                               $       830      $       --
                                                                  
   Management salary                                   22,500           22,500
                                                                  
   Professional fees                                    6,668            4,096
                                                                  
   Office and administrative                               35              --
                                                                  
                                                  -----------      -----------
                                                                  
Loss for the period                                    30,033          (26,595)
                                                                  
Deficit, beginning of period                       (1,325,111)        (948,807)
                                                  -----------      -----------
                                                                  
Deficit, end of period                            $(1,365,817)     $  (975,403)
                                                  -----------      -----------
                                                                  
Loss per share                                    $       --       $       --
                                                  -----------      -----------
                                                                  
See accompanying notes to financial statements.                  


                                       3
<PAGE>

Statements of Cash Flows
(expressed in United States dollars)

                                                 Three months March 31, ended
                                                     1998              1997
                                                                    (Restated)
                                               ---------------   ---------------

Cash generated from (used in):

Operations:

   Loss for the period                            $ (40,705)      $ (26,596)

   Changes in non-cash operating working capital:

   Accounts payable and accrued liabilities          22,570          26,097
                                                  ---------       ---------
                                                     (7,463)           (499)
Financing:

   Deferred financing costs                            --              (101)

   Payment of contracts payable                      53,241            --

   Loans payable to related parties                  (4,543)            600
                                                  ---------       ---------
                                                     48,698            (499)

   Investing activities:
      Mineral properties                            (30,067)           --
                                                  ---------       ---------
Increase in cash                                  $     496       $       0

Cash, beginning of period                                 0               0
                                                  ---------       ---------
Cash, end of period                               $     496       $       0
                                                  =========       =========

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 March 31, 1998 and for the
      three month periods ending March 31, 1998 and 1997 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. 

      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, 1992, 1996, and 1995 by
      $242,736, $341,999, and $398,926 respectively.

      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 three month period ended March 31, 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. At March 31, 1998, the Company
      had a working capital deficiency of approximately $2,285,000, a
      significant portion of which is 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 its
      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 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.


                                       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.

      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 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 meaningful revenues and
will not generate 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 completed the
tasks necessary to commence production. In May and June 1998 the Company
successfully initiated test runs of the production plant yielding initial
limited quantities of gold. The Company anticipates that it will continue to
process materials through the balance of the 1998 mining season. The Company
intends to stop processing materials and shut the mine down for winter in late
September 1998. The Company currently anticipates that it will process
approximately 300,000 cubic yards of material over the balance of the 1998
mining season.

      At March 31, 1998, the Company had a working capital deficit of
approximately $2,285,000, a substantial portion of which is owed to Noble,
$1,762,134, and officers and directors of the Company, all of whom have a vested
interest in ensuring the Company's continued existence. During the first three
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.

Part II

Item 6. Exhibits and Reports on Form 8-K

      Response: None.


                                       6
<PAGE>

NAPTAU GOLD CORPORATION

                                   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