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                           FORM 10-KSB

                SECURITIES AND EXCHANGE COMMISSION

                    Washington, D. C.   20549

[  x  ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended - December 31, 1997
OR
[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from

                 Commission file number 333-03074

                     WINDSTAR RESOURCES, INC.
          (formerly Turtleback Mountain Gold Co., Inc.)
      (Exact name of registrant as specified in its charter)

  Arizona                       86-0790266
State or other jurisdiction of     (I.R.S. Employer
incorporation or organization      Identification No.)

                       528 Fon du Lac Drive
                  East Peoria, Illinois   61611
  (Address of principal executive offices, including zip code.)

                          (309) 699-8725
       (Registrant's telephone number, including area code)

  Securities registered pursuant to Section 12(b) of the Act:
                              None

  Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock

  Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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.
(1) YES [ x ]   NO [   ]   (2) YES [  X  ]   NO [   ]

  Check if no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is contained herein, 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 amendment to
this Form 10-KSB.   [    ]

  State Issuer's revenues for its most recent fiscal year.
December 31, 1997 - $180.

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  State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock,
as of a specified date within the past 60 days.  Dec 31, 1997 - $
-0-. There are approximately 238,914,344 shares of common voting
stock of the Registrant held by non-affiliates.  During the past
five years, there has been no "public market" for the shares of
Common Stock of the Registrant, so the Registrant has arbitrarily
valued these shares on the basis of par value per share or
$1,161.65.

  Issuers involved in Bankruptcy Proceedings during the past
Five Years.  Not Applicable.

  State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

  December 31, 1997 - 1,033,000,000 shares of Common Stock

Documents Incorporated by Reference

1.   Form S-1 Registration Statement and all amendments thereto,
     which was declared effective by the Securities and Exchange
     Commission on August 16, 1996 and all exhibits thereto.

2.   Form 10-KSB for the period ending December 31, 1996 and any
     amendments thereto.

3.   Form 10-Q for the period ending March 31, 1997 and any
     amendments thereto.

4.   Form 10-Q for the period ending June 30, 1997 and any
     amendments thereto.

5.   Form 10-Q for the period ending September 30, 1997 and any
     attachments thereto.

          Transitional Small Business Issuer Format

                     YES [  x  ]   NO [     ]












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                     TABLE OF CONTENTS



Item 1.   Description of Business

Item 2.   Description of Property

Item 3.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 5.   Market for Common Equity and Related Stockholder
          Matters

Item 6.   Management's Discussion and Analysis or Plan of
          Operation

Item 7.   Financial Statements

Item 8.   Changes in and Disagreements with Accounting and
          Financial Disclosure

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K


















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                            PART I

ITEM 1.   BUSINESS.

Background and Business Strategy.

Background.

  WindStar Resources, Inc., formerly Turtleback Mountain Gold
Co., Inc., (the "Company") has had no significant operating
history and must be considered an exploration stage company. The
Company was formed on March 22, 1995, to engage in the business
of identification, acquisition, exploration and, if warranted,
development of mineral properties and the production of minerals
therefrom.  The Company does not own an operating mine and has no
other revenue-producing mining activities.  Moreover, it is not
expected to commence mining activities, at least with respect to
its southwestern Arizona properties, until the following events
have occurred; initial operating capital has been secured;
significant exploration activities on the Company's mining claims
have been completed; a determination has been made that the
properties contain a commercially minable ore body; all required
mining and environmental permitting applications have been
approved; a comprehensive feasibility study or proposed mine plan
has been prepared; and adequate financing of a mine has been
obtained.  There is no assurance that the Company will be
successful in any of these activities. The mineralization of main
exploratory interest is gold.  No reserves have been delineated
on the property, and to date the Company has not identified a
commercially mineable ore body.

Business Strategy.

  Since incorporation in 1995, the Company's operations have
been centered around its (i) organization; (ii) evaluation of the
mining industry; (iii) start-up financing of its operations; (iv)
acquiring mining claims and interests in southwestern Arizona;
(v) formulation and implementation of its business plan.

  The Company acquired the mining rights to 136 unpatented
claims as a result of several transactions involving affiliated
parties, who previously staked and maintained the properties by
paying an annual maintenance fee of $100 per claim payable to the
United States Government by August 31 each year.  Due to such
relationships none of these transactions can be deemed to have
resulted from arms-length negotiations.  The terms of these
transactions may not be as favorable to the Company as they might
have been had the Company dealt with unaffiliated parties.

  Eight claims were transferred to the Company on June 30, 1995
in exchange for 310,000,000 "restricted" shares of Common Stock
and were valued at the transferors' cost of $13,000.  On November
16, 1996, the Company issued 400,000,000 Units in

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exchange for 128 unpatented claims. Each Unit consisted of one
share of Common Stock; one warrant to purchase one share of
Common Stock at an exercised price of $0.01 per warrant ("Class A
Warrant"); and, one warrant to purchase one share of Common Stock
at an exercise price of $0.02 per warrant ("Class B Warrant").
The Warrants may be redeemed by the Company at any time upon
thirty (30) days written notice to the holders thereof at a
redemption price of $0.00001 per warrant.  The Warrants are
exercisable up to August 16, 2001 (five years from the effective
date) unless called sooner.  The number of shares issued was
based on the amount of acreage owned by a claimant. The Company
issued approximately 22,422 Units for each acre it acquired and
arbitrarily assigned a value of $50.00 to each claim exchanged
for Units.  The foregoing number of Units was arbitrarily
determined by the Company and bore no relationship to the value
of the claims and no fairness opinion was obtained from an
independent party.

  The four Red Raven II Claims acquired under a January 7, 1994
agreement from Maxam Gold Corporation have a royalty fee clause
attached to them. The royalty fee is five percent (5%) of the net
income from operations on the Claims or $50,000.00 annually
(which ever is greater) starting July 1, 1997.  As of the date of
this report, the Company is in default on the minimum annual
payment.  The Company is in the process of trying to cure the
default in order to hold the mining rights to these four Claims.
This transaction involves entities which are affiliated and
either principally owned or controlled, directly or beneficially,
by Dale L. Runyon and Robert M. Brown, Chairman and member on the
Company's Board of Directors, respectively.  They receive part of
the annual royalty fee payment made by the Company as a result of
their approximately 27.89 and 34.49 percent interest,
respectively, in the Red Raven Claims prior to the time the
Company acquired the mining rights to the Claims.  All of the
claims will be reviewed annually by management for continued
valuation or impairment.  Management will consider the estimated
undiscounted future cash flows and write off claims abandoned or
impaired.  Management intends to adopt Financial Account
Standards No. 121 effective January 1, 1996.

  The Company's management believes that exploration is
warranted on eight claims currently held by the Company as
indicated by recent geology information.  Management's belief is
predicated upon a report dated October 1986 prepared by William
T. Marston, P.E., deceased, which indicates that there are
economically recoverable quantities of gold in the mineralized
material.  Reports written on May 7 and September 4, 1996 by
Hewlett Mineral Management indicated a mineral resource on the
Lost Horse Peak Claim of approximately 10.9 million tons
averaging a gold grade of 0.036 troy ounces per ton (see
Exploration and Development Section). However, there can be no
assurance the occurrence, grade, and quantity of gold or other

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precious metal mineralization will satisfy the cost of recovery.
Currently, there are no known mineral deposits of commercial
minable significance on any of the Company's properties.
Nevertheless, according to preliminary geological information,
eight of the claims demonstrate mineralization features related
to possible deposits of gold or other precious metals sufficient
to merit further exploration. If sufficient funds are available,
management plans to complete the exploration stage of operations
on these eight claims and others to substantiate the presence of
sufficient commercial gold bearing deposits and to prepare a
feasibility report based upon such information, if indicated.  To
date, the Company has not established any marketing plans or
concluded any commercial mineral reserves which may be located on
the Company's claims.

  The Company anticipates funding the cost of exploration by the
sale of common stock, loans, or possible joint venture projects
with third parties.  The Company has not identified any
purchasers of common stock, lenders or joint venture partners as
of the date of this report and there is no assurance that any
sales of common stock, loans or joint ventures will ever occur.
There has only been a very limited public market for the Units
and Common Stock of the Company.

Property Location, Description and Access.

  The claims are located in La Paz, Maricopa and Yuma counties,
Arizona.  Parker is the county seat for La Paz County, Phoenix is
the county seat for Maricopa County and Yuma is the county seat
for Yuma County.  The claims are accessible from state, county
roads or ranch roads on BLM land and lie in flat desert areas
with minimum vegetation as is common in arid areas.

Title - Unpatented Claims.

  The Company owns or holds the mining rights on Unpatented
mining claims.  The Unpatented mining claims are possessory only
and are held by right of location.  Management believes that all
of its Unpatented claims are properly staked and recorded, and
that it has the right to possession of them, and the right to
remove minerals therefrom.  Unpatented mining claims require a
maintenance fee of $100 to be paid to the United States
Government by August 31 each year.  All maintenance fees have
been paid to date.  The claims have been properly recorded at the
Bureau of Land Management, and with the various county recorders,
in compliance with federal and state filing requirements.
Presently, the Company's total cost to maintain its mining rights
on the Unpatented mining claims is $13,600.00 per year.





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History.

  There has been no significant operating history and the
Company must be considered an exploration stage company. The
Company does not own an operating mine and has no other revenue-
producing mining activities.  To date there has been limited
exploration work on a small portion of the claims held by the
Company.

Geology.

  The sites lie within the Basin and Range province of Southwest
Arizona.  Each site is in the flat lying, gently sloping and
relatively uncut area between and along the adjacent mountains.
The sites are covered (or filled) by basin fill that is recent to
Pleistocene in age. The source areas for the basin fill are the
surrounding ranges of hills and mountains.  The basin fill is
composed of unconsolidated gravel, sand, silt, clays, and
possibly some glacial till and debris.  The silt and clays are
water deposited although there is evidence that some of the silty
sand may be air-borne and deposited. The gravel may or may not be
water worn-usually the top or upper layers of coarser material
are angular indicating that this material has not traveled far
from its in-situ location.

Other Properties.

  Management may enter into new mining ventures with joint
venturers, partners or other third parties.  Such arrangements
may be multi-party ventures to which the Company will contribute
stock, cash and/or mineral interests.  In such arrangements, the
Company's participation in revenues and profits, if any, will be
reduced. At this time, the Company has no agreement or
understanding with any third parties for the formation of a joint
mining operation.  As of the date hereof, the Company has not
entered into any mining ventures with third parties and there is
no assurance that the Company will ever enter into such ventures.

  In determining the suitability of any property as a
prospective acquisition, factors to be considered by the Company
will include, but not be limited to, the following: (a) whether
the asking price is competitive and permits possible appreciation
in value; (b) condition of title; (c) whether the geological
features of the property indicate the probable likelihood of gold
mineralization of a commercial grade that is of sufficient
quantity to justify further exploration and development; (d) time
and expenses which will be involved in the exploration and
development of the property; (e) a fairness opinion on the
economic considerations of the transaction from independent
parties, if warranted; and, (f) procedure for exploration and
development (individually or joint venture).


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  Management, together with such professional advisors which the
Company deems appropriate, will investigate prospective
properties through on-site examination, reviewing available
geologic reports or publications relating to the property, and a
general field reconnaissance to secure preliminary information
regarding characteristics of the property.  If, from such
preliminary reviews, management deems it advisable to further
investigate the property, the Company may determine the condition
of title and ownership by using abstractors or title companies,
and may obtain a preliminary feasibility study by one or more
geologists, mining engineers, or accountants.  If, after the
foregoing preliminary investigation, management determines that
the property does not meet the Company's acquisition criteria,
efforts to acquire the property would be abandoned, in which case
costs incurred in conducting the investigation would not be
recoverable.  In the event the property is abandoned, the Company
intends to reallocate the unexpended proceeds for the acquisition
and/or exploration of other prospects.

Exploration and Development Activities.

  Since the claims are without known commercially mineable
proven or probable reserves the Company proposes to investigate
and explore the possibility of commercial grade of minerals
contained in the claims through exploration work on the
properties.  In order to determine if such minerals are present,
the Company must raise the necessary capital to undertake an
initial exploration program.  Approximately $1.0 million is
budgeted for inital trenching, drilling, sampling, assaying,
metallurgical testing, permitting, engineering, geological and
administrative supervision of the program.  Multiple claims will
be investigated with primary focus directed toward Lost Horse
Peak, Vekol Valley and Red Raven claims, since preliminary
information has previously been reported on these claims by
independent sources. On September 4, 1996, Hewlett Mineral
Management issued a report on Lost Horse Peak based on two series
of back-hoe trenches and two periods of auger drill-hole sampling
to compute a mineralized resource of approximately 10.9 million
tons averaging a gold grade of 0.036 troy ounces per ton.  This
information was based upon standard methods of ore computation on
500-foot square blocks through interpolation into a 500-foot
square grid.  However, additional work must be completed to
establish and confirm that the mineralized values are consistent
throughout the tested area through in-fill drilling, trenching,
sampling, assaying, metallurgical testing and additional work
before proven reserves can be reported.  There is no assurance
that reserves will be established or that the estimated
exploration costs will be sufficient to prove the existence of
commercial grade minerals. Costs may vary depending upon unknown
events which may impact the exploration and mining of claims



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  The Company expects to pay the costs of such exploration work
from funds to be realized through the exercise of the outstanding
"A" and "B" Warrants held by shareholders of the Company, which
are exercisable into shares of the Company's Common Stock at
$0.01 and $0.02 respectively. Management is also considering
raising funds through loans.  On August 1, 1997, the Company
established a line of credit for $1,000,000 with Phoenix
International Mining, Inc. (a principal shareholder), however, at
the time of this report this source of funding has been delayed
due to unforeseen circumstances beyond Phoenix's control.  The
Company therefore is considering the exercise of the outstanding
Warrants as its best source of raising capital for funding the
inital phase of exploration work.  There are 400,000,000 A
Warrants and 400,000,000 B Warrants outstanding, which if all
Warrants were exercised could provide the Company with $12
million. Should the necessary capital for initial exploration
work not be realized through the exercise of the Warrants, the
Company may be compelled to call the Warrants upon thirty (30)
days written notice of redemption.  Warrantholders may exercise
any Warrants called for redemption during the 30-day notice
period.  Such right will terminate on the redemption date if not
exercised during such 30-day period and will render the Warrants
valueless, except for the right to receive the nominal redemption
price.  Management may also seek to raise capital through a
public offering of its securities or joint venture participation
from third parties.  There is no assurance, however, that the
Company will be successful in its efforts to raise capital or how
long it may take to raise adequate funds to complete the
exploration of the claims.  In the event adequate capital is not
available to complete the exploration of the claims or if
adequate capital is raised but commercial grade of minerals are
not established on any of the claims a shareholder/warrantholder
could lose his/her entire investment.

Mining, Environmental and Other Matters Pertaining to Properties.

  Overview.  The Company, like other mining companies doing
business in the United States, is subject to a variety of
federal, state and local statutes, rules and regulations designed
to protect the quality of the air and water in the vicinity of
its mining operations and the preservation of certain
archeological sites.  These include "permitting"or pre-operating
approval requirements designed to ensure the environmental
integrity of a proposed mining facility, operating requirements
designed to mitigate the effects of discharges into the
environment during mining operations, and reclamation or post-
operation requirements designed to remediate the lands affected
by a mining facility once commercial mining operations have
ceased. These laws also set forth limitations on the generation,
transportation, storage and disposal of solid and hazardous
waste.


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  Federal legislation and implementing regulations adopted and
administered by the Environmental Protection Agency, the Forest
Service, the Bureau of Land Management, the Fish and Wildlife
Service, the Army Corps of Engineers and other agencies in
particular, legislation such as the federal Clean Water Act, the
Clean Air Act, the National Environmental Policy Act and the
Comprehensive Environmental Response, Compensation and Liability
Act, have a direct bearing on domestic mining operations.  These
federal initiatives are often administered and enforced through
state agencies operating under parallel state statutes and
regulations.  Although mines continue to be approved for
development in the United States, the cost and uncertainty
associated with the permitting process could have a material
affect on mining the properties.

  The Clean Water Act.  The federal Clean Water Act is the
principal federal environmental protection law regulating mining
operations.  The Act imposes limitations on waste water
discharges into waters of the United states, including discharges
from point sources such as mine facilities.  In order to comply
with the Clean Water act, the Company will be required to obtain
one or more permits which will control the level of effluent
discharges from future proposed mining and processing operations.

  The Clean Air Act.  The federal Clean Air Act limits the
ambient air discharge of certain materials deemed to be hazardous
and establishes a federal air quality permitting program for such
discharges.  Hazardous materials are defined in enabling
regulations adopted under the Act to include metals and toxic
solvents such as cyanide which is used in heap leach recovery
processes.  The Act also imposes limitations on the level of
particulate matter generated from mining operations, and the
Company may be required to adopt dust control techniques in all
phases of mining in order to comply with these limitations.

  The National Environmental Policy Act.  The National
Environmental Policy Act ("NEPA") requires all governmental
agencies to consider the impact on the human environment of major
federal actions as therein defined.  Because the Company's mining
properties are located on federal lands, mining operations on
those lands could be conditioned on the preparation, review and
approval of an environmental impact statement outlining in detail
the environmental effects of such operations and the Company's
efforts to ameliorate such effects.

  The Comprehensive Environmental Response, Compensation and
Liability Act. The federal Comprehensive Environmental, Response,
Compensation and Liability Act ("CERCLA") imposes clean-up and
reclamation responsibilities with respect to unlawful discharges
into the environment, and establishes significant criminal and
civil penalties against those persons who are primarily
responsible for such discharges.

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  Arizona Environmental Laws and Regulations.  Arizona has
adopted counterparts to NEPA and CERCLA, being the Environmental
Policy Act and the Metal Mine Reclamation Act, both of which are
administered by the Department of Lands.  The state has also
adopted the Air Quality Act and Water Quality Act, which parallel
to a large extent the provisions of the Clean Air Act and Clean
Water Act; these statutes are administered through various
bureaus of the Department of Environmental Quality.

  Compliance with statutory environmental quality requirements
may:  necessitate significant capital outlays; materially affect
the earning power of the Company; or may cause material changes
in the Company's intended activities.  No assurance can be given
that environmental standards imposed by either federal, state or
local governments will not be changed or become more stringent,
thereby possibly materially adversely affecting the proposed
activities of the Company.

Competition and Markets.

  The Company faces extensive competition in the acquisition of
properties suitable for the exploration and development of gold
and other precious metals.  Many of the Company competitors have
greater financial resources and more extensive operating
histories that the Company.  There is no assurance the Company
will be able to begin exploration work which results in the
discovery of commercially producible quantities of gold or other
previous metals.  In addition, there is no assurance that the
Company's property interests can be economically maintained.

  The exploration and development of mineral properties, and the
marketing of minerals, are affected by a number of facts which
are beyond the Company's control.  These factors include
fluctuations in the market price of gold and previous minerals,
availability of adequate transportation and equipment, marketing
of competitive minerals, prices of fuels and fluctuating supply
and demand for minerals.

Offices.

  The Company's headquarters and executive offices are located
at 528 Fon du Lac Drive, East Peoria, Illinois 61611 and the
telephone number is (309) 699-8725.  The Company uses
approximately 100 square feet of space at the aforementioned
address rent free.

Management Remuneration.

  From March 22, 1995 through November 11, 1997, no compensation
has been paid or accrued to any Officer or Director to date.  The
Company entered into a three (3) year employment agreement with
Fred R. Schmid as its President/CEO effective November 11, 1997

<PAGE> 12

that requires him to devote at least 80% of his time to the
affairs of the Company.  Between November 11 through December 31,
1997, Schmid was paid as a consultant to the Company.  Under the
agreement, Schmid shall be compensated at a base salary of
$95,000 for the first year, a base salary of $115,000 for the
second year and a base salary of $140,000 for the third year,
such salary to be payable in equal monthly installments with an
annual cost of living adjustment based upon the percentage of
increase in the consumer price index for New York City-Northern
New Jersey.  As additional consideration for his commitment to
render future services to the Company, the Company shall pay
Schmid a cash bonus equal to 3% of the Company's Net Pre-Tax
Operating Profit, as determined by the Company's independent
certified public accountants.  For each joint venture arranged by
Schmid on behalf of the Company, Schmid shall receive, subject to
applicable securities and other laws, an equity ownership of 3%
of the Company's equity ownership therein or in such other entity
formed by the Company for the purposes of entering into a joint
venture. Upon completion of raising the initial $1,000,000 equity
(excluding the equity raised through the exercise of the
Company's outstanding A and B Warrants) for the Company, the
Company will pay the premium necessary (but not to exceed
$25,000) per year to (a) purchase a $1,000,000 one-year term life
insurance policy on Schmid's life renewable each year thereafter;
or (b) apply an amount equal to such premium each year to
purchase mutual fund shares or a tax-deferred annuity in Schmid's
name, whichever Schmid may elect.  If the agreement is terminated
for any reason except cause or the death of Schmid, he will be
entitled to receive a lump sum payment equal to the greater of
(i) $5,000,000 or (ii) one percent (1%) of the Company's net
worth as of the preceding year's end, plus the balance of any
salary and bonus owed to Schmid pursuant to the agreement.  The
Company has no other employment agreements and it has no
retirement, pension or profit sharing plan.  Along with the
retention of its Officers, the Company anticipates adding
employees as needed in the future.

Safe Harbor Statement

  Some of the statements contained in this report relate to
future events and are considered to be "forward-looking
statements" under the Private Securities Litigation Reform Act of
1995.  These statements do not involve historical facts and pose
special risks and uncertainties.  In evaluating these forward-
looking statements, you should be mindful of these potential
risks and uncertainties, including: the likelihood that the
Company will continue to incur losses from operations pending
development of its mining properties, and the uncertainly that it
will be able to continue as a going concern; the likelihood that
the Company will need to obtain significant additional financing
in order to develop its properties; the effect of extensive
regulatory controls over mining operations; the environmental and
<PAGE> 13

other risks associated with mining; the absence of established
proven and probable reserves on the Company's mining properties;
fluctuations in the price of gold; and other factors that may
affect future results.  These risks and uncertainties, which may
not be complete, are described in greater detail below.

Risk Factors.

  1.  Exploration Stage Mining Company with No History of
Operation. The Company is in its exploration stage, has no
operating history and is subject to all the risks inherent in a
new business enterprise. The Company does not own an operating
mine and has no other revenue-producing mining activities.  The
likelihood of success of the Company must be considered in light
of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with a new business, and the
competitive and regulatory environment in which the Company will
operate.

  2.  Huge Number of Shares Outstanding.  There could be
outstanding over 1.8 billion shares of common stock, assuming the
exercise of all of the Class A and Class B Redeemable Warrants.
Because of the huge number of shares that could be outstanding,
it is likely that the market price, in the event a market for the
shares develops, which there is no assurance, will be low and it
is anticipated that the price of the shares will remain low.  In
addition it is anticipated that earnings per share will be
minuscule. The Company believes offering a large number of
shares, regardless of the price per share, will be more
attractive to potential investors in light of the fact that there
is no market for the Company's common stock.  There is no
assurance, however, that the foregoing belief is in fact correct.

  3.  Securities are Subject to Penny Stock Rules.  The
Company's shares are "penny stocks" consequently they are subject
to Securities and Exchange Commission regulations which impose
sales practice requirements upon brokers and dealers to make risk
disclosures to customers before effecting any transactions
therein.

  4.  No Commercially Mineable Ore Body.  No commercially
mineable ore body has been delineated on the properties, nor have
any reserves been identified.

  5.  Risks Inherent in the Mining Industry.  The Company is
subject to all of the risks inherent in the mining industry
including, without limitation, the following:  competition from a
large number of companies, many of which are significantly larger
than the Company, in the acquisition, exploration, and
development of mining properties; in order to maintain possessory
title to Unpatented mining claims after discovery of valuable
mineral deposits, the claim holder must pay fees; exploration for
<PAGE> 14

minerals is highly speculative and involves substantial risks,
even when conducted on properties known to contain significant
quantities of mineralization, and most exploration projects do
not result in the discovery of commercially Mineable deposits of
ore; operations are subject to a variety of existing laws and
regulations relating to exploration and development, permitting
procedures, safety precautions, property reclamation, employee
health and safety, air quality standards, pollution and other
environmental protection controls; a large number of factors
beyond the control of the Company, including fluctuations in
gold, silver, or other mineral prices, inflation, and other
economic conditions, will affect the economic feasibility of
mining of precious metals, particularly gold and silver; mining
activities are subject to substantial operating hazards some of
which are not insurable or may not be insured due to economic
considerations; the availability of water, which is essential to
milling operations; and, interruptions caused by adverse weather
conditions.

  6.  Need for Additional Capital.  The ability of the Company
to ultimately conclude the exploration of its properties will
depend upon its ability to raise additional capital or to enter
into arrangements for such purposes with third parties.  There
can be no assurance that additional financing will not be
required sooner than presently projected.  There also can be no
assurance that additional capital or other types of financing
will be available when needed or that, if available, the terms of
such financing will be commercially acceptable to the Company.

  7.  Nature of the Industry.  Exploration, development and
mining of mineral properties is highly speculative and involves
unique and greater risks than are generally associated with other
businesses.  The Company's operations will be subject to all the
operating hazards and risks normally incident to the exploration,
development and mining of mineral properties, including risks
enumerated above and below.

  8.  Fluctuating price for gold.  The Company's operations will
be greatly influenced by the price of gold.  Gold prices
fluctuate widely and are affected by numerous factors beyond the
Company's control, including expectations for inflation, the
strength of the United States dollar, global and regional demand
and political and economic conditions and production costs in
major gold producing regions of the world.

  9.  Unpatented Claims.  The Company holds unpatented mining
claims, which are possessory only and are held by right of
location.  These claims are subject to inherent hazards of non-
recorded risks.  Unpatented mining claims are subject to title
hazards, and require payment of fees.



<PAGE> 15
  10.  Environmental Controls.  Compliance with statutory
environmental quality requirements may necessitate significant
capital outlays, may materially affect the earning power of the
Company, or may cause material changes in the Company's intended
activities.  No assurance can be given that environmental
standards imposed by either federal or state governments will not
be changed or become more stringent, thereby possibly materially
adversely affecting the proposed activities of the Company.

  11.  Governmental Regulation and Environmental Controls.  The
Company's activities are subject to extensive federal, state,
county and local laws and regulations controlling not only the
exploration for and development of mineral properties, but also
the possible effect of such activities upon the environment.  In
its mining operations, the Company will use certain equipment
which will subject the Company to federal and state safety and
health regulations.  While the Company intends to act in
compliance with all such regulations, any adverse ruling under
any regulations, any imposition of a fine, or any imposition of
more stringent regulations could require the Company to make
additional capital expenditures that could impair its operations.
The United State Congress is currently considering changes to the
General Mining Laws of 1872.  The exact nature and extent of any
changes are unknown at this time, but it is anticipated that
there may be changes affecting the cost of acquiring patented
mining claims and the assessment work required to hold Unpatented
claims.

  12.  No Dividends.  The Company has paid no dividends since
its inception and does not intend to pay any dividends in the
foreseeable future. Instead, the Company intends to retain all
earnings, if any, for use in its business operations.

  13.  Preferred Shares Authorized.  Although the Company does
not presently intend to issue preferred shares, the holders of
preferred shares, if and when issued, would more than likely have
rights superior to those of common shareholders.  Any issuance of
preferred shares would dilute the interest of the common
shareholders.

  14.  Reliance Upon Directors and Officers.  The Company is
wholly dependent, at the present, upon the personal efforts and
abilities of its Officers who will exercise control over the day
to day affairs of the Company and upon its Directors, most of
whom are engaged in other activities, and will devote limited
time to the Company's activities, upon completion of this
offering.  The President will devote 80% of his time to the
operation of the day to day affairs of the Company and the
Secretary/Treasurer will devote 25% his time to the operation of
the day to day affairs to the Company.  There can be no assurance
as to the volume of business, if any, which the Company may
succeed in obtaining, nor that its proposed operations will prove
to be profitable.

<PAGE> 16

  15.  Issuance of Additional Shares.  1,167,000,000 shares of
Common Stock or 38.9% of the 3,000,000,000 authorized shares of
Common Stock of the Company remain unissued even if all of the
Redeemable Warrants are exercised.  The Board of Directors has
the power to issue such shares, subject to shareholder approval,
in some instances. Although the Company presently has no
commitments, contracts or intentions to issue any additional
shares to other persons, the Company may in the future attempt to
issue shares to acquire equipment or services, or for other
corporate purposes.  Any additional issuance by the Company
following the offering, from its authorized but unissued shares,
would have the effect of further diluting the interest of
investors in this offering.

  16.  Non-Arms's Length Transaction.  The number of shares of
Common Stock issued to present shareholders of the Company for
cash and property was arbitrarily determined and may not be
considered the product of arm's length transactions.

  17.  Indemnification of Officers and Directors for Securities
Liabilities.  The Articles of Incorporation of the Company
provide that the Company may indemnify any Director, Officer,
agent and/or employee as to those liabilities and on those terms
and conditions as are specified in the Arizona Business
Corporation Act.  Further, the Company may purchase and maintain
insurance on behalf of any such persons whether or not the
corporation would have the power to indemnify such person against
the liability insured against.  The foregoing could result in
substantial expenditures by the Company and prevent any recovery
from such Officers, Directors, agents and employees for losses
incurred by the Company as a result of their actions.  Further,
the Company has been advised that in the opinion of the
Securities and Exchange Commission, indemnification is against
public policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable.

  18.  Competition.  The Company has competitors and potential
competitors, many of whom may have considerably greater financial
and other resources than the Company.

  19.  Lack of Public Market for Securities.  At present, no
market exists for the Company's securities and there is no
assurance that a regular trading market will ever develop or, if
developed, that it will be sustained.  A purchaser of shares may,
therefore, be unable to resell the securities offered herein
should he or she desire to do so.  Furthermore, it is unlikely
that a lending institution will accept the Company's securities
as pledged collateral for loans unless a regular trading market
develops.




<PAGE> 17

  20.  Cumulative Voting, Preemptive Rights and Control.  There
are no preemptive rights in connection with the Company's Common
Stock.  The shareholders purchasing in this offering may be
further diluted in their percentage ownership of the Company in
the event additional shares are issued by the Company in the
future.  Cumulative voting in the election of Directors is not
provided for.  Accordingly, the holders of a majority of the
shares of Common Stock, present in person or by proxy, will be
able to elect all of the Company's Board of Directors.

  21.  No Marketmaker.  There is no assurance the Company's
securities will be traded in the OTC Bulletin Board ("OTCBB")
operated by the National Association of Securities Dealers, Inc.
(the "NASD").  The Company has no agreement with any member of
the NASD to act as a Marketmaker for the Company's securities.
Olsen Payne, a broker/dealer firm, has filed a Securities and
Exchange Commission Form under Rule 15c2-11, seeking the right to
initiate quotations of the Company's securities in the OTCBB
Service. Although management intends to contact several
broker/dealers concerning their possible participation as
Marketmakers, there is no assurance management will be successful
in obtaining a Marketmaker.  If a Marketmaker is obtained, there
can be no assurance that a trading market will develop or
continue following the listing of the Company's securities on the
OTCBB, or even if such a trading market should develop that the
securities may be resold at or near their original cost. If the
Company is unsuccessful in obtaining one or more Marketmaker, the
trading level and/or price of the Company's securities will be
materially adversely affected.   The exercise price of all
Classes of Warrants, including those originally offered as part
of the Units, has been determined arbitrarily by the Company and
bears no relationship whatsoever to assets, earnings, book value,
or any other objective standard of worth.

  22.  Possibility of Defective Title.  The Company's interests
in the properties are and will be in the form of unpatented
mining claims acquired from third parties.  The validity of all
unpatented mining claims is dependent upon inherent uncertainties
and conditions.  These uncertainties related to such non-recorded
facts as the sufficiency of the discovery of minerals, proper
posting and marking of boundaries, whether the minerals
discovered were properly locatable as a lode claim or a placer
claim as appropriate, whether sufficient annual assessment work
has been performed since location as required by law, and
possible conflicts with other claims not determinable from
description of record.  In the absence of a discovery of valuable
minerals, a mining claims is open to location by others unless
the owner is in actual possession of and diligently working the
claim.




<PAGE> 18

  23.  Availability of Water Shortages of Supplies and
Materials.  Water is essential in all phases of the exploration
for and development of mineral properties.  It is used in such
processes as exploration, drilling, leaching, placer mining,
dredging, testing, and hydraulic mining.  Water is known to be in
short supply throughout the area where the Company intends to
concentrate its mining activities.  Furthermore, any water that
may be found will be subject to acquisition pursuant to local,
state and federal water quality standards.  The Company has not
determined the availability of water, and has not determined the
cost of compliance with any water quality restrictions.  Both the
lack of available water and the cost of complying with water
quality regulations may make an otherwise viable project
economically impossible to complete. The mineral industry has
experienced from time to time shortages of certain supplies and
materials necessary in the exploration for an evaluation of
mineral deposits.  The prices at which such supplies and
materials are available have also greatly increased.  There is a
possibility that planned operations may be subject to delays due
to such shortages and that further price escalations will
increase the costs of the Company.


ITEM 2.   DESCRIPTION OF PROPERTIES.

  The claims are located in La Paz, Maricopa and Yuma counties,
Arizona.  Parker is the county seat for La Paz County, Phoenix is
the county seat for Maricopa County and Yuma is the county seat
for Yuma County.

Title - Unpatented Claims.

  The Company owns or holds unpatented mining claims.  The
unpatented mining claims are possessory only and are held by
right of location.  Management believes that all of its
unpatented claims are properly staked and recorded, and that it
has the right to possession of them, and the right to remove
minerals therefrom.  Unpatented mining claims require the
expenditure of $100 each per year to their benefit.  All of the
required expenditures and assessment work on the Company's
property has been accomplished.  The claims have been properly
recorded at the Bureau of Land Management, and with the various
county recorders, in compliance with federal and state filing
requirements.









<PAGE> 19

The claims are as follows:
<TABLE>
<CAPTION>
Title of                                        BLM     Claim  Section
Claim               County    Location          AMC     Number Number
<S>                 <C>       <C>               <C>     <C>    <C>
Lost Horse Peak     Maricopa  Township 7 South  317628  11-1   11
                              Range 1 West      317629  11-2
                                                317630  11-4
                                                317631  12-1   12
Vekol Valley        Maricopa  Township 8 South  330955  27-1   27
                              Range 1 East      330956  27-2
                                                330957  27-3
                                                330958  27-4
Red Raven II        Yuma      Township 4 South  315314  3-1    3
                              Range 12 West     315315  3-2
                                                315316  3-3
                                                315317  3-4
Salome              Lapaz     Township 6 North  332066  14-1   14
                              Range 13 West     332071  15-2   15
                                                332072  15-3
                                                332073  15-4
Winchester          Lapaz     Township 6 North  332112  6-3    6
                              Range 12 West     332113  6-4
                                                332114  7-1    7
                                                332115  7-2
Low Mountain        Lapaz     Township 7 North  332043  28-1   28
                              Range 12 West     332044  28-2
                                                332045  28-3
                                                332046  28-4
Socorro Peak        Lapaz     Township 6 North  332098  30-1   30
                              Range 11 West     332099  30-2
                                                332100  30-3
                                                332101  30-4
Happy Camp          Lapaz     Township 7 North  332030  8-1    8
                              Range 11 West     332031  8-2
                                                332032  8-3
                                                332033  8-4
Sacaton Flats       Maricopa  Township 3 South  329259  5-3    5
                              Range 10 West     329260  7-2    7
                                                329261  7-4
                                                329262  8-1    8
Red Raven II        Yuma      Township 4 South  329263  4-1    4
                              Range 12 West     329969  4-2
                                                329264  4-3
                                                329265  4-4
                                                329266  9-1    9
                                                329971  9-2
                                                329973  10-1   10
                                                329974  10-2
Meltop              Maricopa  Township 2 South  331076  34-2   34
                              Range 3 West      331077  35-1   35
                                                331078  35-2
                                                331079  35-3
Tricia              Maricopa  Township 2 South  323305  31-3    31
Sheri- Ect                    Range 2 West      323308  31-4
                              Township 2 South  323332  26-2    26
                              Range 3 West      323331  26-4




<PAGE> 20

Title of                                        BLM     Claim  Section
Claim               County    Location          AMC     Number Number
<S>                 <C>       <C>               <C>     <C>    <C>
Meltop              Maricopa  Township 2 South  331049  20-3    20
                              Range 3 West      331050  20-4
                                                331065  29-1    29
                                                331066  29-2
Rainbow             Maricopa  Township 3 South  331090   7-3     7
                              Range 1 West      331091  18-1    18
                                                331092  18-3
                                                331093  19-1    19
Mobile              Maricopa  Township 3 South  331080  19-4    19
                              Range 1 East      331081  20-3    20
                                                331082  29-1    29
                                                331083  30-2    30
Rainbow Valley      Maricopa  Township 3 South  331106  11-1    11
                              Range 2 West      331107  11-2
                                                331108  11-3
                                                331109  11-4
Bosque              Maricopa  Township 6 South  329591   1-3     1
                              Range 3 West      328317  11-2    11
                                                328319  11-4
                                                329600  12-1    12
                                                329601  12-3
                                                329602  13-1    13
                                                328320  14-1    14
                                                328321  14-2
                              Township 5 South  329605  29-3    29
                              Range 3 West      330030  29-4
                                                329606  30-3    30
                                                329607  30-4
Coyote Peak         Lapaz     Township 2 North  329373   3-1     3
                              Range 13 West     329374   3-2
                                                330478   3-3
                                                330479   3-4
                                                330490   8-1     8
                                                330491   8-2
                                                330492   8-3
                                                330493   8-4
                                                330554  28-1    28
                                                330555  28-2
                                                330556  28-3
                                                330557  28-4
Coyote Well         Lapaz     Township 2 North  329573  12-3      12
                              Range 14 West     329572  12-4
                                                329574  13-1      13
                                                329575  13-2
Little Horn         Lapaz     Township 1 North  330333   2-1       2
                              Range 13 West     330334   2-2
                                                330335   2-3
                                                330336   2-4
                                                330367  11-1      11
                                                330368  11-2
                                                330369  11-3
                                                330370  11-4
                                                330373  13-1      13
                                                330374  14-1      14
                                                330375  14-2
                                                330376  14-3




<PAGE> 21

Title of                                        BLM     Claim  Section
Claim               County    Location          AMC     Number Number
<S>                 <C>       <C>               <C>     <C>    <C>
Red Raven           Yuma      Township 3 South  329944   2-1       2
                              Range 12 West     329934   2-2
                                                329946   2-3
                                                329947   2-4
                                                329964  34-2      34
                                                329965  34-3
                                                329966  34-4
                                                329967  35-1      35
Charco Tank         Lapaz     Township 3 North  329485  17-3      17
                              Range 14 West     329486  17-4
                                                329487  18-3      18
                                                329488  18-4
Mike                Lapaz     Township 2 North  330295   6-1       6
                              Range 12 West     330296   6-2
                                                330297   6-3
                                                330298   6-4
Getzwell            Maricopa  Township 7 South  338174  34-1      34
                              Range 2 West      339175  34-2
                                                338176  34-3
                                                338201  34-4
Palomas             Yuma      Township 2 South  339721   1-1       1
                              Range 13 West     339722   1-2
                                                337241   1-3
                                                339723   1-4
                                                337302  36-1      36
                                                339796  36-2
                                                339797  36-3
                                                339798  36-4
</TABLE>

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.

  The Company held a shareholders meeting on November 14, 1997.
The matters voted upon was:

  1. The election of directors.
  2. The appointment of independent public accountants.
  3. The establishment of a line of credit with Phoenix
     International Mining, Inc.




<PAGE> 22

  4. The Appointment of Fred R. Schmid as President/CEO.
  5. The approval of the Stock Purchase Plan for the
     President/CEO.

  The Company held  a shareholders meeting on December 31, 1997.
The matter voted on was:  To change the name of the corporation
to WindStar Resources, Inc.

                            PART II

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

(a)  Market Information.

  At present, no market exists for the Company's securities and
there is no assurance that a regular trading market will ever
develop or, if developed, that it will be sustained.
Furthermore, it is unlikely that a lending institution will
accept the Company's securities as pledged collateral for loans
unless a regular trading market develops.

(b)  Holders.

  As of December 31, 1997, there were approximately 133 holders
of the Registrant's Common Stock.  This number does not include
those beneficial owners whose securities are held in street name.

(c)  Dividends.

  The Registrant 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
Registrant 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 RESULT OF OPERATIONS.

  The Company is considered to be in the development stage as
defined in the Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.

Liquidity and Capital Resources.

  The Company sold 498,000,000 shares of its Common Stock to
nineteen persons and two corporations for $44,450 in cash and
property.  The cash has been used for organizational matters and
initial start-up.
<PAGE> 23

  Included in the foregoing were eight mining claims transferred
to the Company on June 30, 1995 by "Quitclaim Deed" in exchange
for 310,000,000 shares of common stock.  The mining claims are
reflected in the balance sheet at the transferor's costs of
$13,000.

  One hundred twenty-eight mining claims were transferred to the
Company on November 16, 1996 by "Quitclaim Deed" in exchange for
400,000,000 shares of common stock.  The mining claims are
reflected in the balance sheet at the transferor cost of $66,076.

  As part of the employment agreement dated November 11, 1997
the Company sold Fred R. Schmid, pursuant to a Stock Purchase
Agreement, 135,000,000 shares of Common Stock at a purchase price
of $10,000, which has been paid to the Company.  The agreement
also provides an option for the purchase of 40,000,000 shares at
a $0.01 per share and 40,000,000 shares at $0.02 per share for a
period of ten years.

  The Company must obtain additional capital in order to fully
develop its claims.  The Company intends to raise additional
capital in the future through loans or the sale of common stock.
There is no assurance that the Company will be able to raise such
additional capital.  The Company has no operating history.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                     WINDSTAR RESOURCES, INC.
                      FINANCIAL INFORMATION

                                             PAGE
INDEX                                        NUMBER

Accountants' Report                           F-1

Balance Sheet as December 31, 1997 and 1996   F-2

Statement of Loss and accumulated deficit
for the period from inception (March 22, 1995)
through December 31, 1997                     F-3

Statement of Changes in Stockholders' Equity
for the period from inception (March 22, 1995)
through December 31, 1997                     F-4

Statement of Cash Flows for the period from
inception (March 22, 1995) through
December 31, 1997                             F-5

Notes to Financial Statements                F6-F9


<PAGE> 24
        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
WindStar Resources, Inc.

We have audited the accompanying balance sheet of WindStar
Resources, Inc. (A Development Stage Company) as of
December 31, 1997 and 1996, and  the related statements of
operations, changes in stockholders' equity and cash flows for
the period from inception (3/22/95) through December 31, 1997.
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about
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.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of WindStar Resources, Inc. (A Development Stage Company) at
December 31, 1997 and 1996, and the results of its
operations, changes in stockholders' equity and its cash flows
for the period from inception (3/22/95) through December
31, 1997, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
that the company will continue as a going concern.  As discussed
in the footnotes, the company is in the development stage and
there have been no operations since incorporation, which raises
substantial doubt about its ability o continue as a going concern.
Management's plans in regard to these matters are also described
in the footnotes.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

               /s/ Robert Moe & Associates
               Robert Moe & Associates, PS
               Certified Public Accountants
Spokane, Washington
February 27, 1998

                               F-1

<PAGE> 25            WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)
                          BALANCE SHEET
                    December 31, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS                          1997         1996
<S>                             <C>          <C>
CURRENT ASSETS
  Cash                          $     387    $  3,536
Accounts receivable                    -           -
     Total Current Assets             387       3,536
                                ---------    --------
OTHER ASSETS
  Organization costs (net of $274
   amortization)                      411         548
  Mining claims                    79,076      79,076
                                ---------    --------
                                $  79,874    $ 83,160
                                =========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable              $   8,355    $ 11,000
  Accrued interest                  5,943
  Accrued royalty fee              50,000
  Notes payable                    22,800
                                ---------    --------
  Total Current Liabilities        87,098      11,000
                                ---------    --------
LONG TERM DEBT
  Note Payable                   27,600         -
                                ---------    --------
STOCKHOLDERS' EQUITY
   Common stock - $.00001 par value,
    3,000,000,000 shares authorized,
  1,033,000,000 shares issued in
  1997 and 898,000,000 shares
  issued in 1996                   10,330       8,980
   Preferred Stock - $.00001 par value,
    400,000,000 shares authorized, 0
    shares issued                      -           -

  Additional paid in capital       86,358      77,708
                                ---------    --------
                                   96,688      86,688
  Deficit accumulated during the
   development stage             (131,512)    (14,528)
                                ---------    --------
    Total Stockholders'
     Equity (deficit)             (34,824)     72,160
                                ---------    --------
                                $  79,874    $ 83,160
                                =========    ========
</TABLE>
          See accompanying notes to financial statements
                               F-2

<PAGE> 26
                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)
            STATEMENT OF LOSS AND ACCUMULATED DEFICIT
         for the period from inception (March 22, 1995)
                  through December 31, 1997 and
             years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                             Cumulative
                                             during
                                             development
                                             stage from
                                             inception
                                             (03-22-95)
                                             through
                    1997           1996      12/31/97
<S>                 <C>            <C>       <C>
INCOME              $       -      $     383   $      383

OPERATING EXPENSES     116,984        14,911      131,895
                    ----------     ---------   ----------

NET INCOME (LOSS)   $ (116,984)    $ (14,528)  $ (131,512)
                    ==========     =========   ==========

NET INCOME
  PER SHARE         $      NIL     $     NIL   $      NIL
                    ==========     =========   ==========
</TABLE>

The company is in the development stage and has not commenced
operations.


















          See accompanying notes to financial statements

                               F-3

<PAGE> 27

                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)

                STATEMENT OF STOCKHOLDERS' EQUITY
      March 22, 1995 (Inception) through December 31, 1997
<TABLE>
<CAPTION>
                                            Additional   Retained
                             Common Stock       Paid-in      Earnings
                          Shares      Amount    Capital      (Deficit)
<S>                       <C>          <C>       <C>          <C>
BALANCE
 Inception March 22, 1995          -   $     -   $      -     $       -

ADD:
 Sale of 188,000,000 shares
   of common stock for
   $44,450 cash           188,000,000     1,880     42,570

 Sale of 310,000,000 shares
   of common stock for mining
   claims at a value of
   $13,000                310,000,000     3,100      9,900

Net loss for the period                                       (10,094)
                           -----------  -------  ---------  ---------

 BALANCE,
   December 31, 1995       498,000,000    4,980     52,470    (10,094)

ADD:
 Sale of 400,000,000
  shares of common stock
  for mining claims at a
  value of $66,076         400,000,000    4,000     62,076

Deferred registration costs
 charged to paid-in-capital                        (36,838)

Net loss for 1996                                               (4,434)
                           -----------  -------  ---------  ----------

 Balance,
   December 31, 1996       898,000,000    8,980     77,708     (14,528)

ADD:
 Sale of 135,000,000
 shares of common stock
 for $10,000 cash          135,000,000    1,350      8,650

Net loss for 1997                                             (116,984)
                           ----------- --------  ---------  ----------

 BALANCE,
   December 31, 1997     1,033,000,000 $ 10,330  $  86,358  $ (131,512)
                         ============= ========  =========  ==========
</TABLE>

         See accompanying notes to financial statements

                              F-4

<PAGE> 28            WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)
                      STATEMENT OF CASH FLOWS
          for the period from inception (March 22, 1995)
                  through December 31, 1997 and
             years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                                              Cumulative
                                                              during
                                                              development
                                                              stage from
                                                              Inception
                                                              (03-22-95)
                                                              through
                                1997           1996           12/31/97
<S>                             <C>            <C>            <C>
CASH FLOWS PROVIDED (USED) IN OPERATIONS
  Net loss for the period       $ (116,984)    $ (14,528)     $(131,512)
  Noncash expense included:
   Amortization of
    organization costs                 137           137            274
   (Increase) decrease in
     accounts receivable                -             -              -
   Increase in current
     liabilities                    76,098        11,000         87,098
                                ----------     ---------      ---------
                                   (40,749)       (3,391)       (44,140)
                                ----------     ---------      ---------
CASH FLOWS PROVIDED (USED) IN
INVESTING ACTIVITIES                    -             -              -
                                ----------     ---------      ---------
CASH FLOWS PROVIDED (USED) IN FINANCING ACTIVITIES

  Proceeds from sale of stock       10,000        44,450         54,450
  Payment of deferred registration
   and organization costs               -        (37,523)       (37,523)
  Increase in long term debt        27,600            -          27,600
                                ----------     ---------      ---------
                                    37,600         6,927         44,527
                                ----------     ---------      ---------
NET INCREASE (DECREASE) IN CASH     (3,149)        3,536            387

CASH BEGINNING OF PERIOD             3,536            -              -
                                ----------     ---------      ---------
CASH END OF PERIOD              $      387     $   3,536      $     387
                                ==========     =========      =========
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                  $      -       $      -       $      -
    Income taxes              $      -       $      -       $      -

SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
  Mining claims were transferred to the Company during 1995, in exchange for
  310,000,000  shares of common stock and is reflected in the balance sheet
  at the transferor cost of $13,000.  The mining claims were appraised in
  October 1986 for an amount that exceeds the value reflected in the balance
  sheet by Marston & Marston, Inc. (engineers to the mining industry).
  Mining claims were transferred to the Company during 1996 in exchange for
  400,000,000 shares of common stock and is reflected in the balance sheet at
  the transferor cost of $66,076.

          See accompanying notes to financial statements
                               F-5

<PAGE> 29
                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:

WindStar Resources, Inc. was incorporated on March 22, 1995,
under the laws of the State of Arizona under the name of
Turtleback Mountain Gold Co. Inc. On December 31, 1997, the board
of directors authorized amending the Articles of Incorporation to
change the name of the Company from Turtleback Mountain Gold Co.,
Inc. to WindStar Resources, Inc.  The Company has adopted a year
ending on December 31.

The Company was organized to use the limited funding it obtained
from its original shareholders for organizational matters and
preparation of an offering.  The Company exchanged stock for
mining claims.

Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:

Newly formed company with no operating history and minimal
assets.

Limited funds available for acquisition or development.

The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.

Summary of Significant Accounting Principles:

Organization costs will be amortized over sixty (60) months
beginning January 1, 1996.

Mining claims transferred to the Company were recorded at the
transferor cost basis.

Mining claims are reviewed annually by management for continued
valuation or impairment.  Management will consider the estimated
undiscounted future cash flows and write off claims abandoned or
impaired.  Management elected to adopt Financial Accounting
Standards No. 121 effective  January 1, 1996.  The adoption did
not impact the financial statements at December 31, 1995.




                               F-6

<PAGE> 30
                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

2.   STOCKHOLDERS' EQUITY

Incorporation shares:

Upon incorporation, the Company had a total of 498,000,000 shares
subscribed.

Public stock offering:

On November 16, 1996, the Company issued four hundred million
(400,000,000) units in exchange for one hundred twenty eight
(128) mining claims located in La Paz, Maricopa, and Yuma
counties, Arizona.  Each Unit consists of one share of Common
Stock; one warrant to purchase one share of Common Stock at an
exercised price of $0.01 per warrant ( Class A Warrants ); and,
one warrant to purchase one share of Common Stock at an exercise
price of $0.02 per warrant ( Class B Warrants ).  The Warrants
may be redeemed by the Company at any time upon thirty (30) days
written notice to the holders thereof at redemption price of
$0.00001 per warrant.  The Warrants are immediately detachable
and separately tradable.  The Warrants are exercisable up to five
(5) years from the effective date of the offering unless called
sooner.

3.   EMPLOYMENT AGREEMENT

On November 11, 1997 the Company entered into an employment
agreement with Mr. Fred R. Schmid to be employed as President and
Chief Executive Officer.  The agreement shall expire on November
10, 2000.

4.   MINING CLAIMS

Eight mining claims were transferred to the company on June 30,
1995 by  Quitclaim Deed  in exchange for 310,000,000 shares of
common stock.  The mining claims are reflected in the balance
sheet at the transferor cost of $13,000.

One hundred twenty-eight mining claims were transferred to the
Company on November 16, 1996 by  Quitclaim Deed in exchange for
400,000,000 units (see note 2 above).  The mining claims are
reflected in the balance sheet at the transferor cost of $66,076.

The Four (4) Red Raven II claims purchased from Maxam Gold
Corporation has a Royalty Fee clause attached to them.  The
royalty fee is Five (5) percent of the net income from operations

                               F-7
<PAGE> 31
                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

4.   MINING CLAIMS - continued

on the claims or $50,000.00 annually (which ever is greater)
starting July 14, 1996.  As of the date of this report, the
Company is in default on the $50,000 annual payment which was due
July 14, 1997 and has been accrued.  In addition, the accrued
interest on such indebtedness is due from the end of such period
until such $50,000 royalty fee is paid which now totals $2,490
based on the average prime interest rate for the period.

5.   GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The company is in the development stage and there have
been no operations since incorporation.

The company hired a person to be the President and Chief
Executive Officer and to assume the normal duties of that
position.  The President will be responsible for all reporting,
budgeting, planning and operations of the Company following the
Board of Directors' guidance and approval of the Plan of
Operations and annual budget.

The Company plans on developing a program to evaluate the mineral
content of certain claims to determine the economic value of the
claims.  This will be done by a controlled plan of drilling and
trenching for samples along with laboratory testing and assaying
the samples for content.

The Company must obtain additional capital in order to fully
develop its claims.  The Company intends to raise additional
capital in the future through loans or the sale of common stock.
On August 1, 1997, the Company established a line of credit for
one million ($1,000,000) dollars with Phoenix International
Mining, Inc.  (a principle stockholder), with interest to be at
one percent (1%) per month of the outstanding balance.  As of the
date of this report the $1,000,000 line of credit established by
the Company with Phoenix International Mining, Inc. has been
suspended due to lack of funds available at the present time.
The company must seek alternative capital funding sources if it
is to undertake the exploration of its claims.  There is no
guarantee that the Company will be successful in its efforts to
raise the necessary capital and, if not, it may not be able to
continue as a going concern.

                               F-8

<PAGE> 32
                     WINDSTAR RESOURCES, INC.
                  (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

6.   SALE OF STOCK & GRANT OF OPTIONS

The company sold 135,000,000 shares of common stock to its
President and Chief Executive Officer for $10,000 cash and
granted purchase options during November, 1997.  Certain shares
of the common stock are held in escrow until May 31, 1999.  If
the Purchaser has permanently terminated his association with the
Corporation prior to May 31, 1999 any shares of Stock of the
Corporation still to be delivered to the Purchaser on the next or
forthcoming due dates shall be returned to the Corporation for
cancellation and any unused portion of the purchase price shall
be remitted to the Purchaser at the rate of $.000074 for each
share returned to the Corporation. The Company granted to the
Purchaser options ( Stock Options ) to purchase (I) up to
40,000,000 shares of the  Stock during the ten year period
commencing on the second anniversary of the date of this
Agreement for the exercise price of one cent ($0.01) per share,
and (ii) up to 40,000,000 additional shares of Stock during the
ten year period commencing on the third anniversary of the date
of this Agreement for the exercise price of two ($0.02) per
share.  This agreement was dated November 11, 1997.

7.   NOTES PAYABLE

The long term debt is an unsecured note with Phoenix
International Mining, Inc. dated August 1, 1997 with interest due
at 1% per month and the principal is payable at the discretion of
WindStar Resources, Inc. with the full amount due not later than
five years from date of the note.  Under terms of the note, the
Company may barrow from time to time in varying amounts up to the
sum of one million dollars within the two years from date of the
note (see note 5 above).  The balance due at December 31, 1997
was $27,600.00.

All other notes are unsecured demand notes with an interest rate
of 12% per annum.

  Maturities of the notes payable are as follows:

            1998           $22,800
            1999                 0
            2000                 0
            2001                 0
            2002           $27,600



                               F-9

<PAGE> 33
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

  None; not applicable.


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

Identification of Directors and Executive Officers.

  The following table sets forth the names and nature of all
positions and offices held by all directors and executive
officers of the Company for the calendar year ending December 31,
1996, and to the date hereof, and the period or periods during
which each such director or executive officer served in his or
her respective positions.

                                   Date of        Date of
                 Position            Election of    Termination
Name             Held                Designation    or Resignation

Dale L. Runyon      Chairman of the     1995
                    Board of Directors
                    Former Secretary/   1995         1997
                    Treasurer Chief
                    Financial Officer


Fred R. Schmid      President/Chief     1997
                    Executive Officer
                    and Member of the
                    Board of Directors

Richard G. Steeves  Secretary/Treasurer 1996
                    Chief Financial Officer
                    and a member of the
                    Board of Directors


Alan E. Hubbard     Member of the       1997
                    Board of Directors
                    Former President    1996         1997


Robert M. Brown     Member of the       1995
                    Board of Directors
                    Former President    1995         1996

Term of Office

  The terms of office of the current directors continue until
the annual meeting of stockholders, which the Bylaws provide
shall be held on the third Friday of November of each year;
officers are elected at the annual meeting of the board of
directors, which immediately follows the annual meeting of
stockholders.

<PAGE> 34

Dale L. Runyon - Chairman of the Board of Directors of the
Company.

  Mr. Runyon is a founder of the Company.  Since the Company's
inception, he has been the Secretary/Treasurer, Chief Financial
Officer and a member of the Board of Directors.  Since 1978, Mr.
Runyon has been a business consultant in the mining industry.  As
a consultant, he assists companies with economic analysis of
potential mining properties and, in general, supervises "turnkey
projects" from start to finish.  Since 1986, Mr. Runyon has been
the Chairman of the Board and Chief Executive Officer of Phoenix
International Mining, Inc., a Nevada corporation.  Since 1987,
Mr. Runyon has been the Chairman of the Board and Chief Executive
Officer of Maxam Gold Corporation, an Utah corporation, involved
in the business of mining.  Mr. Runyon received a B.A. from Knox
College and is a retired Colonel in the United States Army.

Fred R. Schmid - President and Chief Executive Officer and a
Member of the Board of Directors of the Company.

     Since November 1997, Mr. Schmid has been President and Chief
Executive Officer and a member of the Board of Directors of the
Company. Mr. Schmid was Chairman of the Board of Directors of
Hanover Gold Company. Inc., a publicly traded NASDAQ company he
founded, from September 1990 to April 1996, and President and
Chief Executive Officer from September 1990 to March 1996, and a
Director from September 1990 to June 1997.  Mr. Schmid was
Chairman of the Board, President and Chief executive Officer of
Hanover resources, Inc. and Group S Limited, both privately-held
gold resource companies he founded in April 1990 and September
1991, respectively, both of which were merged into Hanover Gold
in September 1996.  From 1972 to December 1995, he was Chairman,
President and Chief executive Officer of The Hanover Group, Inc.,
a privately-held natural resource investment company he founded,
which was merged into Group S Limited in December 1995.

Richard G. Steeves - Secretary/Treasurer, Chief Financial Officer
and a member of the Board of Directors

  Mr. Steeves has been the Secretary/Treasurer, Chief Financial
Officer and a member of the Board of Directors, since November
1996.  Since August 1994, Mr. Steeves has been the President and
a member of the Board of Directors of JOHSTE, Inc., an Illinois
corporation.  JOHSTE, Inc. consults with companies on business
management.  From July 1978 to August 1993, Mr. Steeves was the
controller and division manager of Southland Corporation.
Southland Corporation, a Texas corporation, is an operator of a
convenience store chain ("Seven-Eleven").  Since April 1993, Mr.
Steeves has been the President and a member of the Board of
Directors of Sandaz Corporation, a Nevada corporation.  Sandaz
Corporation is a natural resources company.  Since April 1993,
Mr. Steeves has been the President and a member of the Board of

<PAGE> 35

Directors of RGS Services, Inc., an Illinois corporation.  RGS
Services, Inc. consults with companies on business management,
transportation and taxes.  Mr. Steeves received a B.A. from
Hampton Institute, Hampton, Virginia.

Alan E. Hubbard - Member of the Board of Directors of the
Company.

  Mr. Hubbard was elected to the Board of Directors on November
19, 1996.  From May 1988 to the present, Mr. Hubbard has been the
President and Chief Executive of Al Hubbard Associates, Inc., a
Texas corporation.  Since July 1995, Mr. Hubbard has been the
President and a member of the Board of Directors of Maxam Gold
Corporation, a Utah corporation.  Maxam Gold Corporation is a
natural resource company.  Since May 1996, Mr. Hubbard has been
the President and a member of the Board of Directors of Phoenix
International Mining, Inc., a Nevada corporation.  Phoenix
International Mining, Inc. is a natural resource company. Mr.
Hubbard received a B.A. from Bradley University.

Robert M. Brown - Member of the Board of Directors

  Mr. Brown is a founder of the Company.  Since the Company's
inception, he has been a member of the Board of Directors.  From
the Company's inception until October 31, 1996, Mr. Brown served
as President of the Company.  Since 1985, Mr. Brown has been a
member of the Board of Directors of H.W.W. Foundation, a Colorado
corporation, involved in the business of family investments.  Mr.
Brown received a B.A. from DePauw University, Greencastle,
Indiana.

Family Relationships

  The only known relationship between any directors is Alan E.
Hubbard is first cousin to Dale L. Runyon.

Involvement in Certain Legal Proceedings

  During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company has been the subject matter of
any legal proceedings, including bankruptcy, criminal
proceedings, or civil proceedings.  Further, no legal proceedings
are known to be contemplated by governmental authorities against
any director, executive officer and person nominated to become a
director.







<PAGE> 36

Compliance with Section 16(a) of the Exchange Act.

  No securities of the Company are registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, and the
Company files reports under Section 15(d) of the Securities
Exchange Act of 1934; accordingly, directors, executive officers
and ten percent stockholders are not required to make filings
under Section 16 of the Securities Exchange Act of 1934.


ITEM 10.  EXECUTIVE COMPENSATION.

  The following table sets forth the aggregate compensation paid
by the Company for services rendered during the period indicated:

                       SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>                 Long Term Compensation    Compensation
                Annual  Compensation              Awards    Payouts
(a)       (b)  (c)       (d)  (e)       (f)       (g)       (h)  (I)
Name                          Other     Restricted          LTIP All
and                           Annual    Stock               Pay- Other
Principal      $        $     Compen    Awards    Options/  Outs Compen
Position  Year Salary   Bonus sation($) $         SAR's(#)  ($)  sation$
<S>       <C>  <C>      <C>   <C>       <C>       <C>       <C>  <C>
          December 31

Dale R. Runyon
 Director 1997 $   -0-  $0   $0        $0                0   $0   $0
          1996 $   -0-  $0   $0        $0                0   $0   $0
          1995 $   -0-  $0   $0        $0                0   $0   $0


Fred R. Schmid
 President -
 CEO      1997 $ 7,916  $0   $0        $0       80,000,000   $0   $0
          1996 $   -0-  $0   $0        $0                0   $0   $0
          1995 $   -0-  $0   $0        $0                0   $0   $0


Richard G. Steeves
 Secretary/Treasurer
 Director 1997 $   -0-  $0   $0        $0                0   $0   $0
          1996 $   -0-  $0   $0        $0                0   $0   $0
          1995 $   -0-  $0   $0        $0                0   $0   $0

Alan Hubbard
 Director 1997 $   -0-  $0   $0        $0                O   $0   $0
          1996 $   -0-  $0   $0        $0                0   $0   $0
          1995 $   -0-  $0   $0        $0                0   $0   $0

Robert M. Brown
 Director 1997 $   -0-  $0   $0        $0                0   $0   $0
          1996 $   -0-  $0   $0        $0                0   $0   $0
          1995 $   -0-  $0   $0        $0                0   $0   $0


</TABLE>

<PAGE> 37

Employment Agreement.

  On November 17, 1997, the Company and Fred Schmid, the
Company's President entered into a three year employment
agreement wherein the Company agreed to pay Mr. Schmid a base
salary of $95,000 the first year; $115,000 the second year; and,
$140,000 the third year.  The foregoing base salary is also
entitled to a cost of living increase using the Consumer Price
Index for New York City - Northern New Jersey.  In addition to
the foregoing, the Company shall pay Schmid a cash bonus of 3% of
the Company's Net Pre-Tax Operating Profit.  Further, the Company
will pay Schmit 3% of the Company's equity ownership in any joint
venture arranged by Schmid.  As of December 31, 1997, the Company
paid Schmit the sum of $7,916.66.

Compensation of Directors.

  The Company's Board of Directors unanimously resolved that
directors receive no compensation for their services; however,
they are reimbursed for travel expenses incurred in serving on
the Board of Directors.

  No additional amounts are payable to the Company's directors
for committee participation or special assignments.

Termination of Employment and Change of Control Arrangements.

  Other than as contained in this Item, there are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any rson named in the Summary Compensation
Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.


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

Security Ownership of Certain Beneficial Owners

  The following table sets forth the shareholdings of those
persons who own more than five percent of the Company's Common
Stock as of December 31, 1997:






<PAGE> 38

Name and address                    12/31/97
of owner                       Shares        Percent

Maxam Gold Corporation[1]     76,000,000      7.35%
528 Fon du Lac Drive
East Peoria, IL 61611

Dale L. Runyon[2][3]          662,236,767    64.10%
528 Fon du Lac Drive
East Peoria, Illinois

Fred R. Schmid [4]            135,000,000    13.06%
P.O. Box B
Roslyn, NY 11576

          TOTAL               873,236,787    84.45%

[1]  Dale Runyon and Alan Hubbard are officers and/or directors
     of Maxam Gold Corporation.

[2]  Includes shares owned by Charco Tank Mining, LLC; Coyote
     Peak Mining, LLC; DLR Trust #3; Getzwell Mining, LLC; Little
     Horn Mining, LLC; Maxam Gold Corporation; Meltop Mining,
     LLC; Phoenix International Mining, Inc.; Rainbow Valley
     Mining, LLC.; Lost Horse Peak Trust; Uranco Trust #1; Uranco
     Trust #5; Tank Mountain Gold Co., Inc.; and, Uranco Mining,
     LLC., which Mr. Runyon is affiliated with.

[3]  Does not include 305,330,164 Class A Warrants and
     305,330,164 Class B Warrants to purchase up to 610,660,328
     shares of Common Stock.

[4]  Does not include up to 80,000,000 shares of common stock for
     purchase under a Stock Option Agreement.



















<PAGE> 39
Security Ownership of Management

  The following table sets forth the shareholdings of the
Company's directors and executive officer as of December 31,
1997:
<TABLE>
<CAPTION>
                         Shares Beneficially Owned
                         Number      Percent
Name & address              12/31/97
<S>                      <C>         <C>
Dale L. Runyon[2][4]     662,236,767  64.10%
  528 Fon du Lac Drive
  East Peoria, IL   61611
Fred R. Schmid           135,000,000 13.06%
  P.O. Box B
  Roslyn, NY 11576
Richard G. Steeves         1,000,000  0.09%
  1911 E. Meadowlake Drive
  Mahomet, Illinois   61853
Alan E. Hubbard[5]        20,000,000  1.93%
  3140 Hampshire Court
  Frisco, Texas   75034
Robert M. Brown[1][3]     12,000,000  1.16%
  528 Fon du Lac Drive
  East Peoria, IL   61611

ALL OFFICERS AND
 DIRECTORS (as a group
 five persons)           830,236,767    80.37%


[1]  Includes shares owned by the Estate of Teddi N. Brown; R. D.
     Brown; Brown Family Investments and the HWW Foundation.

[2]  Includes shares owned by Charco Tank Mining, LLC; Coyote
     Peak Mining, LLC; DLR Trust #3; Getzwell Mining, LLC; Little
     Horn Mining, LLC; Maxam Gold Corporation; Meltop Mining,
     LLC; Phoenix International Mining, Inc.; Rainbow Valley
     Mining, LLC.; Lost Horse Peak Trust; Uranco Trust #1; Uranco
     Trust #5; Tank Mountain Gold Co., Inc.; and, Uranco Mining,
     LLC., which Mr. Runyon is affiliated with.

[3]  Does not include 10,973,668 Class A Warrants and 10,973,668
     Class B Warrants to purchase up to 21,957,336.

[4]  Does not include 305,330,164 Class A Warrants and
     305,330,164 Class B Warrants to purchase up to 610,660,328
     shares of Common Stock.

[5]  Does not include 20,000,000 Class A Warrants and 20,000,000
     Class B Warrants to purchase up to 40,000,000 shares of
     Common Stock.

<PAGE> 40

[6]  Does not include 80,000,000 shares of common stock for
     purchase under a Stock Option Agreement.

Changes in Control

  To the knowledge of management, there are no present
arrangements or pledges of securities of the Company which may
result in a change in control of the Company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

  Registrant has engaged in no transactions with management or
others in which the amount involved exceeds $60,000 other than
the following:

  On March 31, 1995, the Company issued 498,000,000 shares of
Common Stock to nineteen persons in exchange for $44,450 in cash
and property.  The foregoing includes shares issued to its
officers and directors or affiliates thereof.

  The following table reflects the name of each officer and
director and their affiliates, the amount of cash contributed by
each and in the case of the 8-160 acre claims contributed by the
Lost Horse Peak A Trust and the Phoenix International Mining,
Inc., the dollar value assigned to the claims.  The dollar value
assigned to each claim was arbitrarily determined by the Company
and claimant, and bears no relationship to the value of the
claim.


</TABLE>
<TABLE>
<CAPTION>                               Amount of
                         Shares         Consideration  Date of
Name of Owner            Acquired       Cash/Other     Sale
----------------------------------------------------------------
<S>                      <C>            <C>            <C>
William Brown              3,000,000    $ 3,000.00     2/13/95

H. W. W. Foundation        1,000,000    $ 1,000.00     3/25/95

Lost Horse Peak,
  A Trust                210,000,000    4-160 acre     02/21/95
                                        mining claims
Phoenix International
  Mining, Inc.           100,000,000    4 - 160 acre   02/21/95
                                        mining claims

Uranco Trust #5          145,000,000    $ 1,450.00     01/06/95
</TABLE>





<PAGE> 41

  Dale Runyon, a member of the Board of Directors, is the
Trustee of the Uranco Trust #5; and affiliate and a Director of
Phoenix International Mining, Inc.; and a Trustee of Lost Horse
Peak A Trust.  Further, Robert M. Brown, a member of the Board of
Directors, is a member of the Board of Directors of H.W.W.
Foundation, a foundation which holds title to investments made by
the Brown family.

  The transactions with the Lost Horse Peak A Trust and Phoenix
International Mining, Inc. were arbitrarily decided by the
Company and the respective party and were not at arms-length and
were more favorable to the Company and less favorable to those
entities than in an arm's length transaction with unaffiliated
third parties.  The basis for the foregoing statement is that
Lost Horse Peak A Trust and Phoenix International Mining, Inc.
would not have transferred the claims to the Company for
310,000,000 restricted shares of common stock in a start-up
venture, but for the affiliation of Dale L. Runyon with the
Company.

  The following table reflects the name of each officer and
director and their affiliates that were issued stock in exchange
for claims:

     Name                          Number of Units

Estate of Teddi N. Brown            5,174,334
R. M. Brown & R. D. Brown             125,000
Robert M. Brown                     5,299,334
Brown Family Investments              375,000
Charco Tank Mining LLC             10,000,000
Coyote Peak Mining LLC             40,000,000
DLR Trust #3                        1,691,397
Getzwell Mining LLC                10,000,000
Alan E. Hubbard                    20,000,000
Little Horn Mining LLC             30,000,000
Maxam Gold Corporation             76,000,000
Meltop Mining LLC                  10,000,000
Mike Mining LLC                    10,000,000
Rainbow Valley Mining LLC          40,000,000
Tank Mountain Gold Co., Inc.       20,000,000
Uranco Mining LLC                  34,375,000
Uranco Trust #5                     6,675,545
Uranco Trust #1                     2,123,923
Dale L. Runyon                      4,463,299

Stock Purchase Agreement.

  On the 11th day of November, 1997, the Company and Fred
Schmid, the Company's President entered into a Stock Purchase
Agreement wherein Schmid purchased 135,000,000 "restricted"
shares which are deliverable as follows: 33,750,000 shares on

<PAGE> 42
payment of the $10,000.  The $10,000 has been paid and the
33,750,000 shares have been delivered; 33,750,000 shares on
or efore May 31, 1998; 33,750,000 shares on or before December
1, 1998; and, 33,750,000 shares on or before May 31, 1999.
Further, the Company granted Schmid an option to purchase
up to 40,000,000 shares of Common Stock at a purchase price
of $0.01 per share.  The option period commences on the
second anniversay of the date of this Agreement and ends
ten years after the second anniversay date.  Further, the
Company granted Schmid a second option to purchase up to
40,000,000 share of Common Stock at a purchase price of
$0.01 per share.  The option period commences on the third
anniversay date of this Agreement and ends ten years after
the third anniversay date.  The stock options will be protected
from dilution.

  To date, there have not been any transactions between the
Company and its Officers, Directors, principal shareholders or
affiliates other than as set forth above.  If such transactions
occur in the future, they will be on terms no less favorable to
the Company than could be obtained from unaffiliated parties.


                             PART IV

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

Reports on Form 8-K

  No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.

Exhibits

  The following documents are incorporated herein by reference
from the Registrant's Form S-1 Registration Statement and all
amendments thereto, which was declared effected by the Securities
and Exchange Commission on August 16, 1996, and all exhibits
thereto, as filed with the Commission:

Exhibit
  No.     Description

 3.1      Articles of Incorporation.

 3.2      Amended Articles of Incorporation.

 3.3      Bylaws of the Company.

 4.1      Specimen certificate for Common Stock.

 4.2      Specimen certificate for Class A Redeemable Warrants.

 4.3      Specimen certificate for Class B Redeemable Warrants.

<PAGE> 43

     The following documents are incorporated herein:

27        Financial Data Schedule

99.1      Stock Purchase Agreement.

99.2      Employment Agreement.
                            SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on this 30th day of March, 1998.

          WINDSTAR RESOURCES, INC. (formerly
          TURTLEBACK MOUNTAIN GOLD CO., INC.)
          (Registrant)


          BY:  /s/ Fred R. Schmid, President

  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person
on behalf of the Registrant and in the capacities and on this
30th day of March, 1998.

SIGNATURES               TITLE               DATE

/s/ Dale L. Runyon       Chairman of the     March 30, 1998
Dale L. Runyon           Board of Directors


/s/ Fred R. Schmid       President and a     March 30, 1998
Fred R. Schmid           member of the Board
                         of Directors

/s/ Richard G. Steeves   Secretary/Treasurer March 30, 1998
Richard G. Steeves       Chief Financial Officer,
                         and member of the Board
                         of Directors

/s/ Alan Hubbard         Member of the       March 30, 1998
Alan Hubbard             Board of Directors


/s/ Robert M.  Brown     Member of the       March 30, 1998
Robert M. Brown          Board of Directors





<PAGE> 44


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report material has been forwarded to securities
holders of the Registrant during the period covered by this
report or for the previous five calendar years ended December 31;
however, if any annual report or proxy material is furnished to
security holders in connection with the annual meeting
stockholders to be held in 1997, a copy of any such annual report
or proxy materials shall be forwarded to the Commission when it
is forwarded to security holders.