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                       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 March 31, 1999

|_|   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 0-2660

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

                             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 |X|                          No   |_|

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,933,500 shares of Common
Stock, $.001 par value, were outstanding, as of March 31, 1999.

      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 I. Financial Information..............................................  2

Item 1. Financial Statements ..............................................  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

Item 1. Financial Statements

Balance Sheets
(expressed in United States dollars)

                                             March 31, 1999  December 31, 1998
                                             --------------   ----------------
Assets
Current assets
   Cash                                         $     2,780      $     2,734
Equipment                                            71,582           71,582
Mineral properties                                2,098,200        2,098,200
                                                -----------      -----------
                                                $ 2,172,562      $ 2,172,516
                                                ===========      ===========
Liabilities and Shareholders' Equity                             
                                                                 
Current liabilities:                                             
   Accounts payable and accrued liabilities     $   413,791      $   386,357
   Contracts payable to related parties           2,533,330        2,506,843
   Loans payable to related parties                  42,565           30,304
                                                -----------      -----------
                                                $ 2,989,686      $ 2,923,504
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        1,581,105
   Deficit                                       (2,405,163)      (2,339,027)
                                                -----------      ----------- 
                                                $(  817,124)     $(  750,988)
                                                -----------      -----------
                                                $ 2,172,562      $ 2,172,516 
                                                ===========      =========== 
                                                               
See accompanying notes to financial statements.


                                       2
<PAGE>

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

                                                Three months Ended March 31,
                                                    1999              1998
                                             ---------------     ---------------
Expenses:

   Exploration expenditures                   $     1,652          $  10,672

   Interest and financing                          28,574                830
                                                                
   Management salary                               22,500             22,500
                                                                
   Professional fees                               11,358              6,668
                                                                
   Office and administrative                        2,052                 35
                                                                
                                               ----------          ---------
                                                                
Loss for the period                              ( 66,136)          ( 40,705)
                                                                
Deficit, beginning of period                   (2,339,027)        (1,325,111)
                                               ----------          ---------
                                                                
Deficit, end of period                        $(2,405,163)       $(1,365,817)
                                               ----------          ---------
                                                                
Loss per share                                  $  (0.01)          $     --  
                                                ---------          ---------
                                                             
See accompanying notes to financial statements.


                                       3
<PAGE>

Statements of Cash Flows
(expressed in United States dollars)

                                                Three months ended March 31,
                                                      1999           1998
                                              ---------------   ---------------

Cash generated from (used in):

Operations:

   Loss for the period                            $ (66,136)      $ (40,705)

   Changes in non-cash operating working capital:

   Accounts payable and accrued liabilities          27,434          22,570
                                                  ---------       ---------
                                                    (38,702)        (18,135)
Financing Activities:

   Changes in contracts payable                      26,487          53,241

   Loans payable to related parties                  12,261         ( 4,543)
                                                  ---------       ---------
                                                         46          48,698

Investing activities:
   Mineral properties                                    --          30,067)
                                                  ---------       ---------
Increase in cash                                  $      46       $     496

Cash, beginning of period                             2,734              --
                                                  ---------       ---------
Cash, end of period                               $   2,780       $     496
                                                  =========       =========

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, 1999 and for the
      three month periods ending March 31, 1999 and 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.

      Results of operations for the three month period ended March 31, 1999 
      are not necessarily indicative of the results that may be expected for the
      full year ended December 31, 1999. It is suggested that these financial 
      statements be read in conjunction with the financial statements and notes 
      thereto included in the Company's 1998 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, 1999, the Company
      had a working capital deficiency of approximately $2,987,000, 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.

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 are not intended to reflect present or future values.

      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 one Lease of Placer Minerals (LPM) 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 $4,500,000 in exploring and developing
the Properties. Because of the inconsistencies of placer golds, none of the
Company's Properties may be defined as containing proven or probable reserves.

      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, a portion of the
1998 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.

The Company has not generated meaningful revenues which will only be realized
upon the commencement of full-scale mining operations. At the end of the 1998
mining season the Company successfully completed sustained test runs of the
production plant yielding quantities of gold as detailed in the following table.

--------------------------------------------------------------------------------
Days of        Cubic Yds.     Recovered     Ounces     Oz/Cu. Yd.      $/Cu. Yd.
Processing     Processed      Grams
Between
Clean-ups
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------

      "Clean-up" is the process of removing concentrated gold bearing materials
accumulated in a secure area of the processing plant and occurs at the
discretion of management, under the scrutiny of Company management personnel.

Because of the record snow fall at the site this season the Company anticipates 
that it will commence operations around the end of May, 1999, subject to weather
conditions and the dissipation of the snow cover. Currently, the Company 
estimates that it will process approximately 300,000 cubic yards of material 
over the term of the 1999 mining season.

During the current quarter, Noble Metal Group Incorporated requested and the
Company agreed that as consideration for granting an extension of the due date
of the remaining balance due to Noble, the Bill of Sale Absolute for the Placer
Leases will be placed in trust with Noble's attorney until such time as the
Company has fulfilled all of its obligations to Noble with respect to repayment
of debt. Noble also agreed to convert 1,000,000 common shares of the Company
into an obligation to pay Noble 8,695 ounces of gold from the Company's share of
gold referred to in previous agreements in the following manner:

(i)  for 1999, 33% of the ounces of gold remaining after fulfillment of previous
     obligations to Noble; and

(ii) for 2000 and thereafter and until the 8,695 ounces have been paid to Noble,
     50% of the ounces of gold after fulfillment of previous obligations to 
     Noble.

The parties agreed that the Company may at any time elect to pay Noble more 
ounces of gold than the minimum levels specified above.

The Company also entered into a further agreement with an Affiliate, with 
respect to its contract payable to such Affiliate of $200,000, whereby the 
Company agreed to pay the Affiliate 200 ounces of gold instead of 150 ounces 
previously agreed, from the Company's share of gold produced from mining 
operations on its placer leases, if any, to extend the due date to December 31, 
2001.

At March 31, 1999, the Company has a shareholders' deficiency of approximately 
$817,000 and working capital deficiency in excess of $2,900,000, a significant 
portion of which is due to related parties, all of whom have a vested interest 
in ensuring the Company's continued existence.  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.

On March 31, 1999 the Company concluded the listing for Blue Sky purposes and
was published in the Standard & Poor's Corporation Records Current News Edition
dated March 31, 1999. Subsequent to this, the Company, through First London
Securities, Inc. was approved for quotation on the OTC Bulletin Board.

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: May 14, 1999                       By: Edward D. Renyk
                                          President and
                                          Principal Accounting Officer