SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

For the year ended December 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 0-26600

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

                             NAPTAU GOLD CORPORATION

             (Exact name of registrant 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)

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

               (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
February 29, 2000.

           Transitional Small Business Disclosure Format (check one):

                                 Yes |_| No |X|

===============================================================================
<PAGE>
                                TABLE OF CONTENTS

                                     Part I

ITEM 1.   BUSINESS......................................................    3

ITEM 2.   DESCRIPTION OF PROPERTY.......................................    4

ITEM 3.   LEGAL PROCEEDINGS.............................................    5

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........    5

                                     Part II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDERS MATTERS........................................    5

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.........................    5

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................    6

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE......................    7

                                    Part III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..    7

ITEM 10.  EXECUTIVE COMPENSATION........................................    8

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT..............................................    9

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................   10

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K..............................   11

SIGNATURES..............................................................   12


                                       -2-
<PAGE>

                                     PART I

ITEM 1. BUSINESS

(a)  Business Development

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. The Company is registered as
a foreign corporation (extra provincial corporation) in the Province of British
Columbia, Canada.

In June 1995 and subsequently:

     1)   The Company entered into an agreement (the "Exchange Agreement") to
          acquire certain placer leases (set forth under "Item 2 Description of
          Property" of this report) 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.

     2)   The Company and Noble entered into an operating agreement (the
          "Operating Agreement") whereby Noble remained 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.

     3)   The Company acquired from Dorothy Dennis ("Dennis") an additional
          placer lease contiguous with the placer leases acquired from Noble
          incurring an obligation to pay the Dennis $200,000.

     4)   In May 1996 the Company recorded the Bill of Sale Absolute on placer
          claims Lou 1 and Lou 2 (the "Lou Claims") staked by William G. Timmins
          as agent for Naptau.

Under subsequent extensions and modifications made to the Exchange Agreement and
Operating Agreement with Noble, the Company was obligated to:

     1)   Pay Noble $954,000 together with interest thereon at the rate of 10%
          per annum from December 31, 1995 through June 30, 1997, and 12% per
          annum thereafter.

     2)   Deliver to Noble 4,861 ounces of gold from the Company's share of the
          gold produced from the Placer Leases.

     3)   Naptau also agreed not sell or assign its interest in the Placer
          Leases until such time as these gold obligations were satisfied.

Under subsequent extensions and modifications made to the Acquisition Agreement
with Dennis the Company was obligated to deliver an additional 150 ounces of raw
placer gold to extend the due date of the Agreement to December 31, 1999.

Because of the inconsistency of placer golds, none of the Company's prospects or
properties could be defined as containing proven or probable reserves.

Although the Company extracted approximately 591 ounces of gold during the
latter portion of the 1998 mining season, it had yet to generate sufficient
revenues to sustain its operations. The Company's ability to maintain its mining
operations is dependent upon its ability to raise substantial additional funds.
With the exception of the funds received from the sale of the above extracted
gold, all of the Company's exploration activities had been conducted with funds
advanced by Noble.

The mining of the Placer Leases has been unsuccessful.

Effective December 31, 1999 the Company concluded a "Recission and Release
Agreement" with Noble whereby all assets related to the placer mining
operations, including those previously acquired from Noble and Dennis, together
with the staked placer leases Lou 1 and 2 and related production equipment
located on the properties were conveyed to Noble in consideration


                                      - 3 -
<PAGE>

for the release from all debts and obligations owing by Naptau to Noble and
Dennis. In addition Naptau agreed to transfer all exploration account balances
for Canadian tax purposes relating to the operation incurred in respect to the
acquisition of Placer leases.

The financial statements of the Company contained herein have been prepared on a
going concern basis. If the Company were unable to raise the funds necessary to
commence mining operations or was unable to generate positive cash flow form
such operations, it might be forced to liquidate. In such event, it is unlikely
that the Company would realize the amounts indicated on the balance sheet upon
the sale of its placer properties.

For discussion of certain material risks involved in the Company's business, see
"Risk Factors" below.

(b)  Business of Naptau Gold Corporation

Naptau Gold Corporation ("Naptau" or the "Company") is engaged in the
acquisition, exploration and development of mineral properties.

Risk Factors

Limited Operations: Need for Additional Funds. To date, the Company has
extracted only 591 ounces of gold through its mining program. By agreement,
effective December 31, 1999 (Recission and Release Agreement appended hereto
under Item 13) the Company relinquished all its mining properties and equipment
back to Noble Metal Group Incorporated for a release from all related debt. The
Company has not generated any significant revenues and will not generate
significant revenues until it is able to acquire new projects and sources of
financing. At December 31, 1999, the Company had an accumulated deficit of
$2,230,130 (1998 -$2,339,027).

Preparation of Financial Statements: The financial statements of the Company
contained herein have been prepared on a going concern basis. If the Company
were unable to raise funds necessary to continue operations or were unable to
generate positive cash flow from new operations, it might be forced to
liquidate. In such event, it is unlikely that the Company would realize amounts
sufficient to liquidate its liabilities recorded on the balance sheet.

Cautionary Statement for Purposes of The "Safe Harbor" Provisions of The Private
Securities Litigation Reform Act of 1995: The United States Private Securities
Litigation Reform Act of 1995 provides a new "safe harbor" for certain
forward-looking statements. The following factors set forth under "Risk Factors"
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this Form 10-KSB, future filings
by the Company with the SEC, in the Company's press releases and in oral
statements made by authorized officers of the Company. When used in this Form
10-KSB, the words "estimate," "project," "anticipate," "expect," "intend,"
"believe" and similar expressions are intended to identify forward-looking
statements.

Substantial Indebtedness to Related Parties: The Company owed an aggregate of
$439,797 (1998 $2,280,741) to Officers, Directors and related parties. There can
be no Assurance that the Company will be able to satisfy its obligations to the
Related Parties.

Conflicts of Interest: The terms upon which the Recission Agreement was
concluded were determined by negotiations between representatives of Noble and
the Company. Noble then owned more than a majority of the outstanding shares of
the Company and therefore, the agreement between Noble, Dennis and the Company
should not be deemed the product of arms' length negotiations.


                                      - 4 -
<PAGE>

ITEM 2. DESCRIPTION OF THE PROPERTY

The Company previously held a 100% interest in all of its Properties:

Lease of Placer Minerals (LPM) Tenure #365488) formerly:

     PL # 29        (Tenure #262692)        PL # 1850         (Tenure #262822)

     PL # 1159      (Tenure #282768)        PL # 2093         (Tenure #282832)

     PL # 1160      (Tenure #262769)

Placer Claims

     Lou #1         (Tenure #337015)        Lou #2            (Tenure #337016)

On October 4, 1998 Placer Mining Leases # 29, 1159, 1160, 1850, 2093 were
combined into a Lease of Placer Minerals (LPM) bearing Mineral Tenure # 365488
out of the Cariboo Mining Division of British Columbia. The LPM and staked
Placer Claims Lou 1 and Lou 2 (collectively, the "Properties") are adjacent
properties located at the confluence of Keithley Creek and Snowshoe Creek, 28
miles northwest of Likely, British Columbia in the Cariboo Mining District, and
are accessible by gravel road. The town of Likely is about 64 miles northeast of
Williams Lake, British Columbia, and may be reached by paved highway or private
plane.

At present the Company holds no properties.

The Company occupies office space provided by its President, E. D. Renyk, at
5391 Blundell Road, Richmond, BC, Canada, V7C 1H3. No rent was paid for the use
of this office. The space is adequate for the planned future conduct of the
Company's business over the next twelve months.

ITEM 3. LEGAL PROCEEDINGS
The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer is
party to any action in which any has an interest adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no
shareholders' meetings during 1999.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
(a)  On April 22, 1999 Naptau Gold Corporation was cleared to post a bid and ask
     quotation on the OTC Bulleting Board for Naptau Common Stock

     Market price ranges of the Company's common stock during subsequent
     quarters of the year 1999 were as follows:

                                        1999
                                  --------------------
         Period                   High            Low
         ------                   ----            ---
         2nd Quarter             1.60             1.01

         3rd Quarter             1.03125          0.25

         4th Quarter             0.32             0.10


                                      - 5 -
<PAGE>

(b)  Holders.

As of December 31, 1999, there were approximately 50 holders of the Company's
Common Stock including those held in "nominee" or "street" name.

(c). Dividends.

The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings, which it may
realize in the foreseeable future, to finance its operations. Future dividends,
if any, will depend on earnings, financing requirements and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following should be read in conjunction with the Company's financial
statements and the notes thereto.

There is a negative working capital balance of $642,091 (1998 -$2,920,770) a
significant portion, which is owed to related parties, all of whom have a vested
interest in ensuring the Company's continued existence.

Excluding the Adjustment to reflect recovery through recission agreement,
$611,196, the Company earned no revenues. (the Recission and Release Agreement
is attached hereto under Item 13)

Over the winter of 1998 and spring of 1999 the Cariboo area sustained record
snowfall and subsequently record spring run off. This record spring run off
caused substantial damage to the previously prepared mining site to the extent
that substantial expenditures, without benefit of a recommended engineering
study, were estimated up to as high as $500,000 and a completion time factor of
60 to 150 days. Because access to the site was not until the latter part of June
1999, well into the normal operating season, which usually concludes around the
end of September, it was decided not to attempt operation in 1999. The Company
did expend $$187,825 on road and general site recovery.

Further expenditures as shown in the Statements of Operations and Deficit on
non-resource property expenditures during the 1999 year were: (1) Interest of
$127,596, related to carrying costs of the debt to Noble; bonuses and interest
paid to third party investors to conclude Contracts Payable, maturing December
31, 2000. The Contracts Payable replaced agreements for delivery of raw placer
gold which the Company entered in May and June of 1999; which it was unable to
deliver by the due date of October 31, 1999. (2) Included in the Investor and
project development expenses of $57,602, are costs for the preparation of
corporate public relations information, Internet site research, and costs to
examine potential investment opportunities.

With the conclusion of the Recission and Release Agreement the Company has
substantially reduced its liabilities. The Company is actively pursuing other
opportunities in precious metal mining as well as Internet related projects.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS

Reports of Independent Chartered Accountants..............................F-2

Balance Sheet.............................................................F-3

Statements of Operations..................................................F-4

Statements of Cash Flows..................................................F-5

Notes to Financial Statements.............................................F-6


                                      - 6 -
<PAGE>

                             NAPTAU GOLD CORPORATION

                              FINANCIAL STATEMENTS

                      (expressed in United States dollars)

                  Years ended December 31, 1999, 1998 and 1997
<PAGE>
                                                                             F-2
AUDITOR'S REPORT

TO THE DIRECTORS OF NAPTAU GOLD CORPORATION

I have audited the balance sheet of Naptau Gold Corporation as at December 31,
1999 and the statements of operations and deficit and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In my opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1999 and the
results of its operations and the cash flows for the year then ended in
accordance with generally accepted accounting principles in the United States.

The financial statements of the Company for the year ended December 31, 1998 and
1997 were audited by other auditors who issued their report without reservation,
on March 29, 1999.

G. Ross McDonald

Chartered Accountant

Vancouver, Canada

March 21, 2000

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S.

REPORTING DIFFERENCES

In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by significant uncertainties such as that referred to in
the attached balance sheets as at December 31, 1999 and as described in Note 1
to the financial statements. My report to the shareholders dated March 21, 2000
is expressed in accordance with Canadian reporting standards which do not permit
a reference to such uncertainties in the auditors' report when the uncertainties
are adequately disclosed in the financial statements.

/s/

G. Ross McDonald

Chartered Accountant

Vancouver, Canada

March 21, 2000
<PAGE>


                             NAPTAU GOLD CORPORATION
                                 BALANCE SHEETS
                      (expressed in United States dollars)
                           December 31, 1999 and 1998
                                                                             F-3
<TABLE>
<CAPTION>
                                                                             1999              1998
                                                                           ---------       -----------
                                    ASSETS

<S>                                                                       <C>            <C>
CURRENT ASSETS
     Cash                                                                 $     1,042    $     2,734

EQUIPMENT                                                                        --           71,582

MINERAL PROPERTIES (Note 4)                                                      --        2,098,200
                                                                           ----------    -----------
                                                                          $     1,042    $ 2,172,516
                                                                          ===========    ===========
                                   LIABILITIES
CURRENT LIABILITIES
     Accounts payable and accrued liabilities (Note 5)                    $   469,705    $   386,357
     Contracts payable (Note 5(a))                                             78,310           --
     Loans payable (Note 5(b))                                                 60,321           --
     Contracts payable to related parties (Note 4)                               --        2,506,843
     Loans payable to related parties (Note 5(c))                              34,797         30,304
                                                                           ----------    -----------
                                                                              643,133      2,923,504
                                                                           ----------    -----------
                            SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK (Note 6)
     Authorized -
           5,000,000 preferred shares with a par value $0.001 per share
          20,000,000 common shares with a par value $0.001 per share

     Issued and outstanding -
           5,933,500 common shares                                              5,934          6,934

ADDITIONAL PAID-IN CAPITAL                                                  1,582,105      1,581,105

DEFICIT                                                                    (2,230,130)    (2,339,027)
                                                                           ----------    -----------
                                                                             (642,091)      (750,988)
                                                                           ----------    -----------
Continuing operations (Note 1)
Commitments and contingencies (Note 7)
                                                                          $     1,042    $ 2,172,516
                                                                          ===========    ===========
</TABLE>

APPROVED BY THE DIRECTORS
     /s/ "E.D.Renyk"
----------------------------------------------------
Director


    /s/ "Larry Fix"
----------------------------------------------------
Director
<PAGE>

                             NAPTAU GOLD CORPORATION
                      STATEMENTS OF OPERATIONS AND DEFICIT
                      (expressed in United States Dollars)
              For the Years Ended December 31, 1999, 1998 and 1997
                                                                             F-4
<TABLE>
<CAPTION>
                                                                        1999                   1998                    1997
                                                                -------------------    -------------------     -------------------
                                                                                                               (restated - note 3)
<S>                                                             <C>                    <C>                     <C>
EXPENSES
    Exploration and development, net                            $          187,825     $          474,620      $          242,736
      of gold recoveries
    Interest and financing costs                                           127,596                119,053                 112,280
    Investor and project development                                        57,602                      -                       -
    Management salary (Note 7)                                              90,000                 90,000                  90,000
    Office and administrative                                                4,804                 23,809                   4,105
    Professional fees                                                       34,472                 46,464                  17,035
    Write-off of deferred financing costs                                        -                      -                  20,393
    Adjustment to reflect recovery through recission                      (611,196)                     -                       -
     agreement (Note 4)
                                                                -------------------    -------------------     -------------------

INCOME (LOSS) FOR THE YEAR                                                 108,897               (753,946)               (486,549)
                                                                -------------------    -------------------     -------------------

DEFICIT, BEGINNING OF YEAR
    As previously reported                                                       -               (341,450)               (207,882)
    Adjustment to reflect changes in accounting                                  -             (1,243,631)               (890,650)
       for exploration and development expenditures, and
       interest and financing costs on contracts payable
       related to such expenditures (Note 3)
                                                                -------------------    -------------------     -------------------

    As restated                                                         (2,339,027)            (1,585,081)             (1,098,532)
                                                                -------------------    -------------------     -------------------

DEFICIT, END OF YEAR                                            $       (2,230,130)    $       (2,339,027)     $       (1,585,081)
                                                                ===================    ===================     ===================

INCOME (LOSS) PER SHARE                                         $            0.02      $           (0.11)      $           (0.07)
                                                                ===================    ===================     ===================
</TABLE>
<PAGE>

                             NAPTAU GOLD CORPORATION
                            STATEMENTS OF CASH FLOWS
                      (expressed in United States Dollars)
              For the Years Ended December 31, 1999, 1998 and 1997
                                                                             F-5
<TABLE>
<CAPTION>
                                                                       1999                   1998                    1997
                                                                -------------------    -------------------     -------------------
                                                                                                               (restated - note 3)
<S>                                                             <C>                    <C>                     <C>
OPERATING ACTIVITIES
    Income (loss) for the year                                  $          108,897     $         (753,946)     $         (486,549)
    Adjustments to reconcile loss for the year to
      net cash from (used in) operating activities:
         Write-off of deferred financing costs                                   -                      -                  20,393
         Non-cash operating expenses (Note 9)                              274,135                606,848                 352,981
         Adjustments to reflect recovery through                          (611,196)                     -                       -
             recission agreement (Note 4)
         Increase in accounts payable and                                   83,348                111,108                 120,068
             accrued liabilities
                                                                -------------------    -------------------     -------------------

    Net cash from (used in) operating activities                          (144,816)               (35,990)                  6,893
                                                                -------------------    -------------------     -------------------

FINANCING ACTIVITIES
    Deferred financing costs (incurred) recovered                                -                      -                 (11,303)
    Payment of contracts payable                                                 -                (21,400)                (10,500)
    Contracts payable                                                       78,310                      -                       -
    Loans payable                                                           70,020                      -                       -
    Loans payable to related parties                                        (5,206)                13,124                  14,910
    Additional paid in capital                                                   -                 47,000                       -
                                                                -------------------    -------------------     -------------------

    Net cash from (used in) financing activities                           143,124                 38,724                  (6,893)
                                                                -------------------    -------------------     -------------------

INCREASE (DECREASE) IN CASH                                                 (1,692)                 2,734                       -

CASH, BEGINNING OF YEAR                                                      2,734                      -                       -
                                                                -------------------    -------------------     -------------------

CASH, END OF YEAR                                               $            1,042     $            2,734      $                -
                                                                ===================    ===================     ===================
</TABLE>

Supplementary cash flow information (Note 9)
<PAGE>
                                                                             F-6
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997


1.       CONTINUING OPERATIONS

         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 agreements to acquire certain mineral properties
         (Note 4). The Company's principal business activity is the exploration
         and development of mineral properties, with its principal mineral
         properties comprising 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 December 31,
         1999, the Company had a working capital deficiency in excess of
         $640,000 (1998 - $2,900,000), a significant portion of which in 1998
         was due to related parties, and has a shareholders' deficiency of
         approximately $642,000 (1998 - $751,000). 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.

2.       SIGNIFICANT ACCOUNTING POLICIES

         (a)      Basis of presentation:

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

         (b)      Equipment:

                  Equipment is recorded at cost. Depreciation, which will be
                  provided using the straight-line method over 10 years, being
                  the estimated useful life of the assets, will commence once
                  the assets have been put in use.

         (c)      Mineral properties:

                  Mineral property acquisition costs and related interest and
                  financing costs 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 estimated fair value of common shares issued for
                  mineral properties, based on recent share issuances.
                  Exploration and development expenditures are expensed in the
                  period incurred (Note 3) until such time as the Company
                  establishes the existence of commercial feasibility, at which
                  time these costs will be deferred. Administrative expenditures
                  are expensed in the period incurred.


<PAGE>
                                                                             F-7
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997

2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

                  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.

         (d)      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.

         (e)      Loss per share:

                  Loss per share has been calculated using the weighted average
                  number of common shares outstanding during the year. Diluted
                  loss per share has not been presented as the results would be
                  anti-dilutive.

         (f)      Use of estimates:

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amount of revenues and expenses during the
                  period. Significant areas requiring the use of management
                  estimates include impairment of assets and useful lives for
                  depreciation. Actual results may differ from those estimates.

         (g)      Financial instruments:

                  With the exception of amounts due to related parties, as at
                  December 31, 1999 and 1998, in all material respects the
                  carrying amounts for the Company's financial instruments
                  approximated fair value due to the short term nature of these
                  financial instruments. The Company is unable to determine the
                  fair value of the amounts due to related parties with
                  sufficient reliability. Accordingly, information on the
                  characteristics of these balances is described in Notes 4 and
                  5.


<PAGE>
                                                                             F-8
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997


3.       CHANGES IN ACCOUNTING POLICY

         Prior to 1998, the Company's policy was to capitalize to mineral
         properties, the mineral property exploration and development
         expenditures and interest and financing costs on contracts payable
         related to such expenditures, that were incurred during the period.
         Effective January 1, 1998, the Company changed its policy in this
         regard and began charging exploration and development expenditures on
         its mineral properties, and interest and financing costs on contracts
         payable related to such expenditures, to operations as incurred. This
         change has been applied retroactively and has reduced the amount
         previously reported for mineral properties and increased the amount
         previously reported for deficit as at December 31, 1997 by $1,243,631.
         This change also increased exploration and development expenses for
         each of the years ended December 31, 1997 and 1996 by $242,736 and
         $341,999 respectively, increased interest and financing costs for each
         of the years ended December 31, 1997 and 1996 by $110,245 and $149,725
         respectively, and has increased deficit as at January 1, 1996 by
         $398,926.

4.       MINERAL PROPERTIES
<TABLE>
<CAPTION>
                                                                                       1999                     1998
                                                                                -------------------       ------------------
<S>                                                                             <C>                       <C>
        Placer Leases, Cariboo Mining Division,

            British Columbia
               Acquisition costs:

                 Placer Leases acquired from Noble                              $                -        $       1,775,000
                 Placer Leases acquired from an affiliate of the                                 -                  200,800

                          Company
                                                                                --- --------------        -- ---------------

                                                                                                 -                1,975,800

               Deferred interest and financing costs:

                 Paid or accrued to Noble                                                        -                  102,000
                 Paid to an affiliate of the Company                                             -                   20,400
                                                                                --- --------------        -- ---------------

                                                                                                 -                  122,400
                                                                                --- --------------        -- ---------------

                                                                                $                -        $       2,098,200
                                                                                === ==============        == ===============
</TABLE>

         During 1995, the Company entered into an agreement to acquire certain
         Placer leases from Noble Metal Group Incorporated ("Noble") in exchange
         for 4 million common shares of the Company. As Noble acquired control
         of the Company by this exchange, it was considered a common control
         transaction and, accordingly, the common shares were accounted for at
         the carrying value of the Placer leases in the accounts of Noble at
         December 31, 1994.

<PAGE>
                                                                             F-9
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997


         The Company and Noble also entered into an operating agreement whereby
         Noble would remain the operator for the mining activities on the Placer
         leases for a period of ten years.

         The Company also acquired a Placer lease owned by an affiliate of the
         Company during the year ended December 31, 1995.

         The operation of the Placer leases has been unsuccessful and as at
         December 31, 1999 the Company entered into a recission and release
         agreement with Noble whereby all assets previously acquired, including
         the staked placer leases Lou 1 and 2 and related production equipment
         located on the properties, were conveyed to Noble in consideration for
         the release from all debts and obligations to Noble. The Company also
         agreed to transfer all exploration account balances for Canadian tax
         purposes relating to the operation of the Placer leases to Noble.
         Further Noble agreed to assume $200,000 in debt due to an affiliate
         incurred in respect of the acquisition of a Placer lease which was
         conveyed to Noble. As a result of this transaction the Company has
         recorded in the year ended December 31, 1999 a gain of $611,196 arising
         from the release from debts relating to interest charges and other
         amounts previously written off.

         Noble also agreed to divest itself of up to 735,000 common shares of
         the Company and thus no longer holds a control position in the Company.
         Subsequent to December 31, 1999 Noble donated 585,000 common shares to
         a charitable institution.

         Pursuant to an agreement with Noble for the Company to pay Noble 8,695
         ounces of gold, 1,000,000 common shares of the Company were returned to
         the Company. By agreement the shares were returned to treasury and
         cancelled and the obligation to deliver gold was terminated. The $1,000
         gain on the cancellation of the shares has been added to additional
         paid-in capital.

5.       LOANS AND CONTRACTS PAYABLE

         (a)      Contracts Payable

                  The Company entered into two agreements to deliver 300 ounces
                  of raw placer gold by October 31, 1999 in consideration for
                  advances of $66,000 received by the Company. The Company was
                  unable to deliver the gold against these contracts and
                  subsequent to December 31, 1999 obtained an extension of time
                  until December 31, 2000 to repay this amount or deliver the
                  gold. In consideration for this extension the Company has
                  agreed to pay 15% interest on the advances plus bonus interest
                  of $10,400 which amounts have been recorded in the accounts of
                  the Company as at December 31, 1999.

         (b)      Loans Payable

                  Loans payable are non-interest bearing and have no specific
                  term for repayment.


<PAGE>
                                                                            F-10
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997


         (c)      Loans 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.

                  At December 31, 1999, accounts payable and accrued liabilities
                  include accruals totalling $405,000 (1998 - $315,000) for
                  salaries to a director and officer pursuant to an employment
                  agreement (Note 7), which are included in management salary
                  expense for the period.

6.       CAPITAL STOCK

         (a)      Issued:

                  The continuity of the Company's issued and outstanding capital
                  stock and additional paid-in capital is as follows:

<TABLE>
<CAPTION>

                                                              Common Shares                   Additional
                                                    -----------------------------------
                                                                                               Paid-in

                                                        Number             Amount              Capital                Total
                                                    ---------------    ----------------    -----------------    ------------------

<S>                                                      <C>           <C>                 <C>                  <C>
         Balance, December 31, 1997                      6,933,500     $          6,934    $       1,534,105    $       1,541,039

         1998 Increase in additional paid-in                     -                    -               47,000               47,000
             capital pursuant to an agreement
             with a shareholder (Note 6(b))
                                                    ---------------    -- -------------    --- -------------    --- --------------

         Balance, December 31, 1998                      6,933,500                6,934            1,581,105            1,588,039

         1999 cancellation of shares                    (1,000,000)              (1,000)               1,000                    -

             pursuant to an agreement with a
             shareholder (Note 4)
                                                    ---------------    -- -------------    --- -------------    --- --------------

         Balance, December 31, 1999                      5,933,500     $          5,934    $       1,582,105    $       1,588,039
                                                    ===============    == =============    === =============    === ==============
</TABLE>

<PAGE>
                                                                            F-11
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997

6.       CAPITAL STOCK (continued)

         (b)      Additional paid-in capital:

                  During 1998, the Company agreed to assist with the placement
                  of 625,000 shares of the Company held by an individual
                  shareholder with new investors willing to purchase such
                  shares. In consideration for providing this assistance, the
                  parties agreed that any cash received in excess of $0.072 per
                  share on the sale of such shares would be returned by the
                  individual to the Company which amounted to $47,000.

         (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
                           and 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. To December
                           31, 1998, 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 employees 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 issued in 1996.
                           These shares were recorded during the period granted
                           at their par value of $0.001 per share and were
                           presented as shares allotted but unissued as at
                           December 31, 1995.


<PAGE>
                                                                            F-12
                            NAPTAU GOLD CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      (expressed in United States Dollars)

               For the Years Ended December 31, 1999, 1998, 1997


7.       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.

8.       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 resource deductions of approximately $4,190,000 and loss
         carry forwards of approximately $584,000 arising in 1995 through 1999,
         are fully offset by a valuation allowance of the same amount.

9.       SUPPLEMENTARY CASH FLOW INFORMATION

         The following non-cash operating, financing and investing activities
occurred during the year:

<TABLE>
<CAPTION>

                                                                                         Year ended December 31,

                                                                       -------------------------------------------------------------
                                                                             1999                  1998                  1997
                                                                       -----------------     -----------------     -----------------
<S>                                                                    <C>                   <C>                   <C>
        Exploration and development expenses by way                    $        159,595      $        624,200      $        242,736
            of increase in contracts payable (net of payments)

        Interest and financing costs incurred by way of                         114,540               114,540               110,245
            increase in contracts payable

        Reduction of contracts payable by way of                                      -              (131,892)                    -
            gold resources received by Noble
                                                                       --- -------------     --- -------------     --- -------------

                                                                       $        274,135      $        606,848      $        352,981
                                                                       --- -------------     --- -------------     --- -------------

        Acquisition of equipment for contracts payable                 $              -      $              -      $         71,582
                                                                       --- -------------     --- -------------     --- -------------

</TABLE>

         The Company did not pay any interest or income taxes during the years
         ended December 31, 1999, 1998 and 1997.


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE In March 2000, the Company engaged the firm of G. ROSS
MCDONALD, Chartered Account of Vancouver, British Columbia as principal
accountant to audit the Company's financial statements.

In June, 1999, KPMG LLP, which had previously been engaged as the principal
accountant to audit the Company's financial statements advised the Company "that
we decline to stand for re-appointment as the auditors of Naptau Gold
Corporation".

During the Company's two most recent fiscal years and the subsequent period
preceding the receipt of KPMG's declination, there were no disagreements between
KPMG and the Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG would have caused KPMG
to make reference to the subject in its report. In addition, during the
Company's two most recent fiscal years and the interim period preceding KPMG's
declination no reportable events, as defined in Item 304(a)(1)(iv)(A), (B) (D)
or (E) of Regulation S-B occurred.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

NAME                            POSITIONS HELD WITH THE CORPORATION

Edward D. Renyk                 Director, President & Chief Financial Officer

Lloyd E. Mear                   Director

Larry Fix                       Director


E. D. Renyk. Mr. Renyk has served as the President, Chief Financial Officer and
a Director of the Company since June 8, 1995. Mr. Renyk is a member of the
Canadian, Alberta and British Columbia Institutes of Chartered Accountants. He
has been a Chartered Accountant since 1962, managing and directing his own
practice for most of that period, specializing in consulting to both private and
publicly traded corporate firms. Prior to establishing his own practice and
subsequent to obtaining his designation as a Chartered Accountant he held
positions ranging from Controller to Vice President of Finance with various
corporations.

Mr. Renyk was admitted as a member of the Institute of Chartered Accountants of
Alberta in 1962.

Lloyd E. Mear. Mr. Mear has served as a Director of the Company since June 8,
1995. Mr. Mear has over thirty years of experience as a Civil Engineer including
fifteen years as an executive in the Mining Industry. From 1967 to date he has
served as the President and Chief Executive Officer of ReDev. Inc., a company
that extracts gold and platinum group metals from water sources throughout the
western United States and Canada.

Mr. Mear received a degree in Civil Engineering/Surveying in 1956 from
University of Alberta, Calgary, Alberta.

John Lawrence Fix. Mr. Fix has a rounded background commencing from an early age
including farming, sawmill operations, oilfield construction, and road building.
Through his high-school years he also managed a motel. After attending the
University of British Columbia he attained Chief Flying Instructor/Charter Pilot
positions progressing to become a Certified Aircraft Engineer. Having attained
these successes he returned to taking on tasks relating to the mining industry
such as staking, promoting, road building and overburden removal in an area near
Summerland, British Columbia. Because of


                                      - 7 -
<PAGE>

his background in aviation opportunities opened in the insurance industry where
he carried out aircraft accident investigation and rose to manager of Brower &
Company Aviation, a Lloyds of London Agent. Upon the sale of Brower & Co. he
formed Pacific Adjusters carrying out insurance investigation on large
international claims. Having established this he then applied some of his
earlier gained knowledge an moved into the oilfield servicing industry through
the purchase of Shirley Air Services Limited. In addition to these operations he
manage to also form and operate Lower Mainland Security World which carried out
burglar alarm installations as well as developing network installation for the
computerization of homes (Smart House). This included central control of the
complexities of a home including remote access and satellite computer control of
remote equipment. To fill any spare time he co-incidentally invested in, owned
and operated multiple duplex rental units and carried on the international
brokerage of goods. He believes "all fields of endeavor are money making
opportunities if you keep your eye on the ball but that the trip is not complete
until the profit is in the Bank". Mr. Fix brings to the Board of Naptau his
analytical abilities and the drive and determination to bring a project to a
successful conclusion.

ITEM 10. EXECUTIVE COMPENSATION
 The following table sets forth the compensation for the fiscal years ended
December 31, 1996, 1997 and 1998 ("fiscal years") payable to Mr. Renyk, the
Company's President. No other officer received any compensation from the Company
in these fiscal years.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------- -------------- ---------------------- ---------------------------- -------------------------------
                                                              Long-Term Compensation
                                                                      Awards
--------------------- -------------- ---------------------- ---------------------------- -------------------------------
                                          Salary (1)             Restricted Stock            All Other Compensation
--------------------- -------------- ---------------------- ---------------------------- -------------------------------
<S>                   <C>                   <C>
Edward Renyk          1996                  $90,000                     --                             --

                      1997                  $90,000                     --                             --

                      1998                  $90,000                     --                             --

                      1999                  90,000                      --                             --
--------------------- -------------- ---------------------- ---------------------------- -------------------------------
</TABLE>
1.     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.

Stock Options

The Company did not grant any stock options to any executive officer during
fiscal years 1996, 1997, 1998 and 1999.

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:

         Stock Option Plan

         The Company has reserved 300,000 shares of its authorized Common Stock
         for issuance to key employees and 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 from the date of issue.

                                      - 8 -
<PAGE>

         The options are issuable to officers, key employees and consultants in
         such amounts and prices as determined by the Board of Directors. As of
         December 31, 1998, no options were granted pursuant to this plan.

         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, except for
         transfers back to the Issuer, for a period of one year from the date of
         issue. As of December 31, 1996, a total of 100,000 shares had been
         granted to five directors pursuant to this plan. No further grants have
         been made.

Board Compensation

The Board, from time to time, is authorized to establish compensation for the
Directors, but none has been set at this date. All of the directors are
reimbursed for their expenses incurred in connection with their attendance at
Board of Directors meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 29, 2000, by its
executive officers and directors, both individually and as a group, and by each
person known by the Company to own more than 5% of the outstanding Common Stock.

                                                 Number of       Percentage of
Name                                          Shares owned (1)  Shares Owned (2)

Noble Metal Group Incorporated (3)               2,500,000          42.13%
801-409 Granville Street


Vancouver, BC, Canada  V6C 1T2
Edward D. Renyk                                    375,000           6.32%
5391 Blundell Rd.
Richmond, BC, Canada  V7C 1H3
Director, President & Chief Financial Officer


John J. McIntyre                                   390,000           6.57%
McIntyre Winteringham
1501 - 543 Granville St.
Vancouver, BC, Canada  V6C 1X8



Lloyd Mear                                          70,000            --
5391 Blundell Rd.
Richmond, BC, Canada  V7C 1H3
Director




Dorothy Dennis                                     373,500           6.29%
705 - 588 Broughton St.
Vancouver, BC, Canada  V6G 3E3

Officers and Directors                             445,000           7.50%
as a Group (3 persons)
--       Less than 1%


                                      - 9 -
<PAGE>


(1)      Unless otherwise indicated all shares are held of record by the
         beneficial holders named above.

(2)      Based upon 5,933,500 shares of Common Stock outstanding on March 31,
         1999.

(3)      Noble Metal Group Incorporated is a corporation publicly traded on the
         CDNX Stock Exchange. Information extracted from the INFO CDNX web site
         pertaining to Noble on March 24, 2000 show the authorized capital as
         100,000,000 shares without par value, of which 35,637,119 were issued
         and outstanding. Known owner(s) of 5% or more of the outstanding share
         capital extracted from the same site was Dorothy Dennis who held
         3,681,547 shares representing 10.33%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In February 1988 the Company issued 1,900,000 shares of Common Stock to James A.
Howell in consideration of $1,400 and certain organization expenses paid by Mr.
Howell on behalf of the Company. In May 1995 Mr. Howell transferred 350,000
shares to each of Mr. Renyk and Mr. McIntyre.

In June 1995 the Company issued 4,000,000 shares of Common Stock to Noble
pursuant to the Exchange Agreement. In April 1996 the Company issued an
additional 85,000 shares to Noble in partial consideration of its agreement to
extend the due date of certain amounts due under the Operating Agreement entered
into with respect to the Placer Leases.

In October 1995 the Company issued 800,000 shares of Common Stock to Dorothy
Dennis as partial consideration for the assignment of the former PL #1160 Lease
pursuant to the PL #1160 Agreement. In April 1996 the Company issued an
additional 8,500 shares to Dorothy Dennis in consideration of her agreement to
extend the due date of $200,000 payable pursuant to the PL #1160 Lease
Agreement. For a more complete description of the terms of the PL #1160 Lease
Agreement and certain related agreements between the Company and Dorothy Dennis,
see "Item 1. Business."

During 1995 certain officers and directors loaned the Company an aggregate of
$101,677 which loans were non-interest bearing and payable on demand. In 1996,
such officers and directors agreed to convert $96,000 of those loans into 40,000
shares of Common Stock at a conversion price of $2.40 per share.


                                     - 10 -
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K The following are filed as part of
this Report:

3.1     Certificate of Incorporation of the Registrant (1)
3.2     Certificate of Amendment dated June 23, 1989 to Certificate of
        Incorporation (1)
3.3     Certificate of Amendment dated June 1, 1995 to Certificate of
        Incorporation (1)
3.4     Certificate for Renewal and Revival of Charter dated June 1, 1995 (1)
3.5     By-laws of the Registrant (1) 4.1 Form of Common Stock Certificate (1)
10.1    Agreement to Exchange Assets for Stock (1)
10.2    Operating Agreement (1)
10.3    Extension Agreement between the Registrant and Noble dated September 1,
        1995 (1)
10.4    Second Extension Agreement between the Registrant and Noble dated April
        30, 1996 (1)
10.5    Satisfaction of Debt with Stock-Noble Metal Group Incorporated (1)
10.6    Modification and Extension Agreement between Registrant and Noble dated
        July 1996 canceling $1,000,000 obligation and further extending date for
        payment of $954,500 in consideration for agreement to deliver 3,421
        ounces of gold (1)
10.7    Agreement of Business Combination by Exchange of Assets for Stock
        Regarding Place Lease #1160 between the Registrant and Dorothy Dennis
        (1)
10.8    Extension Agreement between the Registrant and Dorothy Dennis dated
        April 30, 1996 (1)
10.9    Satisfaction of Debt with Stock - Dorothy Dennis (1)
10.10   Satisfaction of Debt with Stock - E.D. Renyk (1)
10.11   Satisfaction of Debt with Stock - J.J. McIntyre (1)
10.12   Stock Option Program (1)
10.13   Stock Grant Program (1)
10.14   Employment Agreement of Edward D. Renyk (1)
10.15   Second Extension Agreement between Registrant and Dorothy Dennis dated
        October 1996 (1)
10.16   Modification and Extension Agreement between the Registrant and Noble
        Metal Group Incorporated dated March 9, 1999 (2)
10.17   Extension Agreement between the Company and Dorothy Dennis dated March
        30, 1999 (2)
10.18.1 Letter of Intent between the Company and Cyber Centers.com, Inc. dated
        July 6, 1999 (2)
10.18.2 Addendum dated July 28, 1999 to Letter of Intent (2)
10.19   Recission and Release Agreement between the Company and Noble Metal
        Group Incorporated effective December 31, 1999 (2)
10.20   Release Agreement between the Company and Dorothy Dennis dated the 17th
        day of February, 2000 (2)
16.1    Letter of former Accountant (2)
24.1    Consent of W.G.T. Consultants Ltd. (1)

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

(1)     Incorporated by reference to the Company's Form 10-SB, Commission File
        No. 0-25786

(2)     Filed herewith

                                     - 11 -
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) 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.

Dated: March 24, 2000
                                    NAPTAU GOLD CORPORATION
                                    (Registrant)

                                    By: /s/ Edward D. Renyk
                                       -----------------------
                                    Edward D. Renyk, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

  Signature                   Title                            Date


/s/ Edward D. Renyk           President, Director and          March 24, 2000
---------------------------   Principal Accounting Officer
Edward D. Renyk


/s/ Lloyd E. Mear             Director                         March 24, 2000
----------------------
Lloyd E. Mear


/s/ Larry Fix                 Director                         March 24, 2000
--------------------------
Larry Fix


                                     - 12 -