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

                       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, 2001

|_|   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 28, 2002.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB: |X|

The issuer's revenues for its most recent fiscal year: $0.00
                                                       -----

The aggregate value of the voting common equity held by non-affiliates as of
March 28, 2002 based on the average bid and ask price of $0.0325 was $109,493

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...........................................    5

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.....................    6

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

      -     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 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 was 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 was unsuccessful.


                                     - 3 -
<PAGE>

      Effective December 31, 1999 the Company concluded a "Rescission 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 for the release from all debts and obligations owing by
      Naptau to Noble and Dennis. In addition Naptau transferred all exploration
      account balances for Canadian tax purposes relating to the operation
      incurred in respect to the acquisition of Placer leases.

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

      -     Business of Naptau Gold Corporation

      Naptau Gold Corporation ("Naptau" or the "Company") historically was
      engaged in the acquisition, exploration and development of mineral
      properties. As an outcropping of its exposure to the mineralogy,
      metallurgy, environmental, and health concerns related to the extraction,
      recovery and use of minerals, and drawing upon the experience and
      knowledge brought to the Company by its Directors and Officers, the
      Company is pursuing the commercial exploitation of such knowledge as it
      pertains to:

            1.    The assessment and development of solutions for the
                  remediation and recovery of residual contaminants resulting
                  from commercial processes, and

            2.    The potential health benefits gained through the controlled
                  replenishment of minerals into the human body which are
                  constantly being depleted, but which are essential to
                  continued good health.

      Risk Factors

      Limited Operations: Need for Additional Funds. By agreement, effected
      December 31, 1999, 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 develop new
      projects and sources of financing. During 2001 the Company actively
      pursued opportunities related to its business.

      At December 31, 2001, the Company had an accumulated deficit of $
      2,427,196 (2000 -$2,347,358).

      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," "exploring", "intend,"
      "pursuing", "believe" and similar expressions are intended to identify
      forward-looking statements.

      Substantial Indebtedness to Related Parties: The Company owed an aggregate
      of $647,883 (2000 $547,482) 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 Rescission 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

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.

      -     Defaults upon Senior Securities

Default of principal and accrued interest on Contracts Payable of $89,770 due
December 31, 2000. Negotiation was concluded on one contract extending the date
of repayment until December 31, 2001 and the second continues under the existing
terms and conditions. Costs of $21,810, (2000 $12,988) related to these
negotiations plus accrued interest on these accounts for the period have been
included in the Operating Statement under Interest Expense.

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

There were no shareholders' meetings during 2001.

                                     PART II

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

      -     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 2001 were:

                                          2001                     2000

         Period                     High          Low          High       Low
         ------                     ----          ---          ----       ---

         1st Quarter                0.08          0.02         0.16       0.07

         2nd Quarter                0.22          0.01         0.18       0.054

         3rd Quarter                0.16          0.02         0.125      0.062

         4th Quarter                0.06          0.02         0.093      0.031


                                     - 5 -
<PAGE>

      -     Holders.

      As of December 31, 2001, there were approximately 40 registered holders of
      the Company's Common Stock.

(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 $839,157, (2000 - $759,319) 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 rescission agreement,
$611,196 in 1999, the Company earned no revenues and its operations have been
limited to the research and development of business opportunities..

Expenditures as shown in the Statements of Operations and Deficit during the
2001 year were: (1) Interest of $21,810, (2000 - $12,988) related to carrying
costs of debt; bonuses and interest paid to third party investors on Contracts
Payable, maturing December 31, 2000 and December 31, 2001 replacing agreements
for delivery of raw placer gold entered into in May and June of 1999 which
remained outstanding by the due date of October 31, 1999. (2) Included in the
Investor and project development expenses of $ nil, (2000 - $10,410) are costs
for the preparation of corporate public relations information, and costs to
research and develop potential business applications. During 2001 there was a
relinquishment of debt in the amount of $41,263, ($6,392) reflected in the
Statement of Operations and Deficit as Expense Recoveries.

The Company actively carried out research and development and has not incurred
new debt other than that due to shareholders, Officers and/or Directors, and
existing debtors.

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, 2001, 2000 and 1999


                                                                             F-1
<PAGE>

G. Ross McDonald*

Chartered Accountant

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

*Denotes incorporated professional              Suite 1402, 543 Granville Street

                                                Vancouver, B.C.  V6C 1X8

                                                Tel: (604) 685-8646

                                                Fax: (604) 684-6334

                                AUDITOR'S REPORT

TO THE SHAREHOLDERS OF NAPTAU GOLD CORPORATION

I have audited the balance sheets of Naptau Gold Corporation as at December 31,
2001, 2000 and 1999 and the statements of operations and deficit and cash flows
for the years 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 audits 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, 2001, 2000
and 1999 and the results of its operations and the cash flows for the years then
ended in accordance with generally accepted accounting principles in the United
States.


"G. Ross McDonald" (signed)

G. Ross McDonald
Chartered Accountant

Vancouver, Canada
March 28, 2002

COMMENTS BY AUDITOR 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, 2001 and as described in Note 1
to the financial statements. My report to the shareholders dated March 28, 2002
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.


"G. Ross McDonald" (signed)

G. Ross McDonald
Chartered Accountant

Vancouver, Canada
March 28, 2002


                                                                             F-2
<PAGE>

NAPTAU GOLD CORPORATION

BALANCE SHEETS

(expressed in United States dollars)

December 31, 2001 and 2000

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

<TABLE>
<CAPTION>
                                                                              2001            2000
-------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                                  $       332      $        84
-------------------------------------------------------------------------------------------------------

                                                                           $       332      $        84
=======================================================================================================

                                   LIABILITIES
CURRENT LIABILITIES
     Accounts payable and accrued liabilities (Note 4(c))                  $   604,005      $   556,130
     Contracts payable (Note 4(a))                                             111,580           89,770
     Loans payable (Note 4(b))                                                  61,021           61,021
     Loans payable to related parties (Note 4(c))                               62,883           52,482
-------------------------------------------------------------------------------------------------------

                                                                               839,489          759,403
-------------------------------------------------------------------------------------------------------

                            SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK (Note 5)
     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            5,934

ADDITIONAL PAID-IN CAPITAL                                                   1,582,105        1,582,105
DEFICIT                                                                     (2,427,196)      (2,347,358)
-------------------------------------------------------------------------------------------------------

                                                                              (839,157)        (759,319)
-------------------------------------------------------------------------------------------------------
Continuing operations (Note 1)
Commitments and contingencies (Note 6)

                                                                           $       332      $        84
=======================================================================================================
</TABLE>

APPROVED BY THE DIRECTORS


     "E.D. Renyk" (signed)
----------------------------------
Director


     "Larry Fix" (signed)
----------------------------------
Director


                                                                             F-3
<PAGE>

NAPTAU GOLD CORPORATION

STATEMENTS OF OPERATIONS AND DEFICIT

(expressed in United States Dollars)

For the Years Ended December 31, 2001, 2000 and 1999

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

<TABLE>
<CAPTION>
                                                            2001              2000            1999
------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>
EXPENSES
    Exploration and development, net
      of gold recoveries                                 $        --      $        --      $   187,825
    Interest and financing costs                              21,810           12,988          127,596
    Investor and project development                              --           10,410           57,602
    Management salary (Note 6)                                90,000           90,000           90,000
    Office and administrative                                  3,729            4,612            4,804
    Professional fees                                          5,563            5,610           34,472
    Expense recoveries                                       (41,263)          (6,392)              --
    Adjustment to reflect recovery through recission
     agreement (Note 3)                                           --               --         (611,196)
------------------------------------------------------------------------------------------------------

INCOME (LOSS) FOR THE YEAR                                   (79,838)        (117,228)         108,897

DEFICIT, BEGINNING OF YEAR                                (2,347,358)      (2,230,130)      (2,339,027)
------------------------------------------------------------------------------------------------------

DEFICIT, END OF YEAR                                     $(2,427,196)     $(2,347,358)     $(2,230,130)
======================================================================================================

INCOME (LOSS) PER SHARE                                  $     (0.01)     $     (0.02)     $      0.02
======================================================================================================
</TABLE>


                                                                             F-4
<PAGE>

NAPTAU GOLD CORPORATION

STATEMENTS OF CASH FLOWS

(expressed in United States Dollars)

For the Years Ended December 31, 2001, 2000 and 1999

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

<TABLE>
<CAPTION>
                                                          2001          2000           1999
----------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>            <C>
OPERATING ACTIVITIES
    Income (loss) for the year                          $(79,838)     $(117,228)     $ 108,897
    Adjustments to reconcile loss for the year to
      net cash from (used in) operating activities:
         Non-cash operating expenses (Note 8)                 --             --        274,135
         Adjustments to reflect recovery through
             recission agreement (Note 3)                     --             --       (611,196)
         Increase in accounts payable and
             accrued liabilities                          47,875         86,425         83,348
----------------------------------------------------------------------------------------------

    Net cash used in operating activities                (31,963)       (30,803)      (144,816)
----------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
    Contracts payable                                     21,810         11,460         78,310
    Loans payable                                         10,401            700         70,020
    Loans payable to related parties                          --         17,685         (5,206)
----------------------------------------------------------------------------------------------

    Net cash from financing activities                    32,211         29,485        143,124
----------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                  248           (958)        (1,692)

CASH, BEGINNING OF YEAR                                       84          1,042          2,734
----------------------------------------------------------------------------------------------

CASH, END OF YEAR                                       $    332      $      84      $   1,042
==============================================================================================
</TABLE>

Supplementary cash flow information (Note 8)


                                                                             F-5
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2000, 1999 and 1998

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

1.    CONTINUING OPERATIONS

      Naptau Gold Corporation (the "Company") was formed under the laws of the
      State of Delaware on January 8, 1988. The Company's principal business
      activity is the exploration and development of mineral properties.

      These financial statements have been prepared on the basis of accounting
      principles applicable to a going concern. At December 31, 2001, the
      Company had a working capital deficiency in excess of $839,000 (2000 -
      $759,000) and has a shareholders' deficiency of approximately $839,000
      (2000 - $759,000). 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)   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 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.

            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.

      (c)   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-6
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2000, 1999 and 1998

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

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      (d)   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.

      (e)   Financial instruments:

            With the exception of amounts due to related parties, as at December
            31, 2001, 2000 and 1999, 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.

3.    RECESSION AND RELEASE AGREEMENT

      The operation of formerly held Placer leases was unsuccessful and as at
      December 31, 1999 the Company entered into a recission and release
      agreement with Noble Metal Group Incorporated ("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 during the
      year ended December 31, 1999 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.


                                                                             F-7
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2000, 1999 and 1998

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

4.    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 in the 2000 year obtained
            extensions of time for repayment or delivery of gold until December
            31, 2000 and in the 2001 year, obtained an extension of time for
            repayment of one contract representing $44,000 of the original
            advances to December 31, 2001. These contracts were not concluded by
            December 31, 2001 and have, as of the date of these financial
            statements, continued on a month-to-month basis under the same terms
            as in effect at December 31, 2000 and December 31, 2001. The Company
            is in the process of renegotiating the contracts and no estimates
            for the cost of any extensions that may or may not be concluded have
            been reflected in the accounts of the Company as at December 31,
            2001.

      (b)   Loans Payable

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

      (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, 2001, accounts payable and accrued liabilities
            include accruals totalling $585,000 (2000 - $495,000) for salaries
            to a director and officer pursuant to an employment agreement (Note
            5), which are included in management salary expense for the period.

5.    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, 1998                        6,933,500           6,934          1,581,105         1,588,039
      1999 cancellation of shares
          pursuant to an agreement with a
          shareholder (Note 3)                         (1,000,000)         (1,000)             1,000                --
                                                       ----------         -------         ----------        ----------
      Balance, December 31, 1999, 2000 and 2001         5,933,500         $ 5,934         $1,582,105        $1,588,039
                                                       ==========         =======         ==========        ==========
</TABLE>


                                                                             F-8
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2000, 1999 and 1998

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

5.    CAPITAL STOCK (continued)

      (b)   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. During the year December 31, 2000 the
                  Company granted stock options to directors and employees to
                  acquire up to 300,000 common shares at $0.05 per share on or
                  before May 18, 2002.

            (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. During the year ended December
                  31, 2000 the Company authorized the issue of 200,000 common
                  shares to directors and employees, as at the date of this
                  report the shares had not been issued from treasury.

6.    COMMITMENTS

      On June 30, 1995, the Company entered into a five-year employment
      agreement with the President of the Company that provides for a salary of
      $7,500 per month beginning July 1, 1995 (plus a cost of living adjustment
      to be made on the first day of each calendar year). The agreement also
      provides for additional incentive compensation equal to 1/2 of 1% of net
      sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and
      1 percent of net sales above $25,000.000. The contract expired June 30,
      2000 with the agreement that the President of the Company continue with
      his duties and responsibilities until a new contact is authorized by the
      Board of Directors.


                                                                             F-9
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2000, 1999 and 1998

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

7.    INCOME TAXES

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

      For all periods presented, the Company has not recognized any deferred tax
      assets or liabilities as the available benefits, primarily as a result of
      loss carry forwards of approximately $2,400,000 arising in 1995 through
      2001, are fully offset by a valuation allowance of the same amount.

8.    SUPPLEMENTARY CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                                        2001              2000           1999
                                                                    -------------------------------------------
<S>                                                                 <C>                <C>             <C>
      Exploration and development expenses by way
          of increase in contracts payable (net of payments)        $        --        $     --        $159,595

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

                                                                    $        --        $     --        $274,135
                                                                    -------------------------------------------
</TABLE>

      The Company did not pay any interest or income taxes during the years
      ended December 31, 2001, 2000 and 1999.


                                                                            F-10
<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 period preceding the
receipt of KPMG's declination, there were no disagreements between either G.
Ross McDonald or 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 either G. Ross McDonald or
KPMG would have caused either G. Ross McDonald or 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.

                                    PART III

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, Secretary
--------------------------------------------------------------------------------

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 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 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 served as Secretary to the Company since May
18th, 2000. 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 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.


                                     - 7 -
<PAGE>

Having established this he then applied some of his earlier gained knowledge and
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, 1998, 1999 and 2000 ("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
----------------------------------------------------------------------------------------------------
Name                   Year        Salary (1)         Restricted Stock        All Other Compensation
----------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                      <C>                        <C>
Edward Renyk           1999         $90,000                  --                         --
                       2000         $90,000                  --                         --
                       2001          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. The agreement expired as of June
      30, 2000 and it has been agreed that Mr. Renyk will continue with the
      Company in the same capacity and under the same terms except on a
      month-to-month basis until a new contract is negotiated.

2.    Stock Options

      The Company did not grant any stock options to any executive officer
      during fiscal years 1996, 1997, 1998, and 1999. In 2000 the Company
      granted 300,000 stock options under the Plan.

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(1)

      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.

      The options are issuable to officers, key employees and consultants in
      such amounts and prices as determined by the Board of Directors.

      On May 18, 2000, under the Stock Option Plan established June 30, 1995,
      the Company issued 300,000 Stock Options which entitle the Optionee to
      purchase one fully paid common share of the Company at the price of $0.05
      per common share for a period of two years from the date of granting.

      On May 18, 2000 the Company's shares traded on the OTC Bulletin Board at
      $0.055 on a volume of 43,500 shares.


                                     - 8 -
<PAGE>

      Stock Grant Program (1)

      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 that 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.

      On May 18th, 2000, under the Stock Grant Program (1) established June 30,
      1995, the Company authorized the issuing of common stock as follows:

            Larry Fix      50,000 common shares at par value of $0.001 per share
            Lloyd Mear     75,000 common shares at par value of $0.001 per share
            Edward Renyk   75,000 common shares at par value of $0.001 per share

            To date this common stock had not been formally issued from the
            treasury of the Company.

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

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, 2001, 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.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                   Number of          Percentage of
Name                                             Shares owned (1)    Shares Owned (2)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>
Noble Metal Group Incorporated (3)                   1,941,000            32.71%
801-409 Granville Street
Vancouver, BC, Canada  V6C 1T2
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
Edward D. Renyk                                        370,000             6.24%
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
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
Officers and Directors                                 440,000             7.42%
as a Group (3 persons)
-------------------------------------------------------------------------------------
</TABLE>


                                     - 9 -
<PAGE>

--    Less than 1%

(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 December 31,
      2000.

(3)   Noble Metal Group Incorporated is a corporation publicly traded on the
      CDNX Stock Exchange. Information extracted from the public web sites
      pertaining to Noble on September 30, 2001 show the authorized capital as
      100,000,000 shares without par value, of which 41,235,119 were issued and
      outstanding. Known owner(s) of 5% or more of the outstanding share capital
      extracted from the same sites was Dorothy Dennis who held 5,050,047 shares
      as of March 12, 2002 representing 12.25%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                     - 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)  Incorporated by reference to the Company's Form 10-KSB, Commission FPA
         Code No. 1005477-00 007923


                                     - 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 28, 2002

                       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 28, 2002
-----------------------      Principal Accounting Officer
Edward D. Renyk


/s/ Lloyd E. Mear            Director                           March 28, 2002
-----------------------
Lloyd E. Mear


/s/ Larry Fix                Secretary, Director                March 28, 2002
-----------------------
Larry Fix


                                     - 12 -