<PAGE> 1


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

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C.   20549

                             FORM 10-Q

[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 1999.

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from:

                  -------------------------------
                  Commission file number 333-3074
                  -------------------------------

                      WINDSTAR RESOURCES, INC
      (Exact name of Registrant as specified in its charter.)

ARIZONA                                 37-1356503
(State of other jurisdiction of         (IRS 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.)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of
1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                         YES  x         NO

The number of shares outstanding of the Registrant's Common Stock,
$.0001 par value per share, at June 30, 1999 was 4,212,530 shares.


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









<PAGE> 2
                              PART I

ITEM 1.   FINANCIAL STATEMENTS.
<LETTERHEAD>
The Board of Directors
Windstar Resources, Inc.
(A Development Stage Company)
East Peoria, IL

                     ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheets of Windstar Resources,
Inc. (a development stage company) as of June 30, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the
six months ended June 30, 1999, and for the period from March 22, 1995
(inception) through June 30, 1999. The review was conducted in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants.  All information included in these financial statements is
the representation of the management of Windstar Resources, Inc.

A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data.  It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.

The balance sheet for the year ended December 31, 1998 was audited by
us and we expressed an unqualified opinion on it in our report dated
March 10, 1999.  We have not performed any auditing procedures since
that date.

The June 30, 1998 financial statements of Windstar Resources were
reviewed by other accountants, whose report dated July 27, 1998, stated
that they did not express an opinion or any other form of assurance on
those statements.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 8
to the financial statements, the Company is in the development stage
and has experienced significant operating losses since inception, which
raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in the Note 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
July 21, 1999

<PAGE> 3

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                           BALANCE SHEETS
<TABLE>
<CAPTION>

                                   June 30,       December 31,
                                   1999           1999
                                   (unaudited)
                                   ----------     -----------

                               ASSETS
<S>                                <C>            <C>
CURRENT ASSETS
 Cash and cash equivalents         $     54       $  1,744
                                   --------       --------
OTHER ASSETS
 Other assets                           205            274
 Mining claims                       79,076         79,076
                                   --------       --------
     TOTAL OTHER ASSETS              79,281         79,350
                                   --------       --------
     TOTAL ASSETS                  $ 79,335       $ 81,094
                                   ========       ========
</TABLE>




























          See accompanying notes and accountant's report.

                                 2
<PAGE> 4

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                          BALANCE SHEETS
<TABLE>
<CAPTION>
                                        June 30,       December 31,
                                        1999           1999
                                        (unaudited)
                                        ----------     -----------

            LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)
<S>                                     <C>            <C>
LIABILITIES

CURRENT LIABILITIES
 Accounts payable                       $   24,972     $  21,637
 Accrued interest                           28,250        16,484
 Accrued payroll and payroll taxes         124,871        90,951
 Current portion of notes payable           58,925        53,417
                                        ----------     ---------
     TOTAL CURRENT LIABILITIES             237,018       182,489
                                        ----------     ---------
LONG TERM LIABILITIES
 Notes payable, net of current portion      27,600        27,600
                                        ----------     ---------
     TOTAL LIABILITIES                     264,618       210,089
                                        ----------     ---------
COMMITMENTS AND CONTINGENCIES                   -             -
                                        ----------     ---------
STOCKHOLDERS EQUITY (DEFICIT)
 Common stock - $0.0001 par value;
  50,000,000 shares authorized;
  4,212,530 shares issued and
  outstanding                                  421           421
 Preferred stock - $0.0001 par value;
  10,000,000 shares authorized; no
  shares issued and outstanding                 -             -
 Additional paid-in capital                162,760       162,760
 Accumulated deficit during the
  development stage                       (348,464)     (292,176)
                                        ----------     ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)      (185,283)     (128,995)
                                        ----------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                       $   79,335     $  81,094
                                        ==========     =========
</TABLE>




          See accompanying notes and accountant's report.

                                 3

<PAGE> 5

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                           BALANCE SHEETS
<TABLE>
<CAPTION>
                         Three months ended       Six months ended
                         June 30,                 June 30,
                         (unaudited)              (unaudited)
                         ---------------------    -------------------
                         1999           1998           1999
                         ------         ------         ------
<S>                      <C>            <C>            <C>
REVENUES                 $      -       $      -       $      -
                         ---------      ---------      ---------

GENERAL AND ADMINISTRATIVE
EXPENSES
 Officer's compensation         -          23,750         28,750
 Professional services       4,711          5,305         11,392
 General and
  administrative               363         16,833          3,247
 Amortization                   69             -              69
                         ---------      ---------      ---------
Total general and
 administrative expenses     5,143         45,888         43,458
                         ---------      ---------      ---------
LOSS FROM OPERATIONS        (5,143)       (45,888)       (43,458)

OTHER INCOME (EXPENSE)
 Interest expense           (6,113)        (9,025)       (12,830)
                         ---------      ---------      ---------
NET LOSS                 $ (11,256)     $ (54,913)     $ (56,288)
                         =========      =========      =========
NET LOSS PER COMMON
 SHARE                   $ (0.0027)     $ (0.0133)     $ (0.0134)
                         =========      =========      =========
WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES
  OUTSTANDING            4,212,530      4,133,943      4,212,530
                         =========      =========      =========
</TABLE>










           See accompanying notes and accountant's report

                                 4-a
<PAGE> 6

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                              Six months ended    Period from
                              June 30,            March 22, 1995
                              (unaudited)         (Inception) Through
                              ----------------    June 30, 1999
                              1998                (unaudited)
                              ------              --------------
<S>                           <C>                 <C>
REVENUES                      $      -            $      383
                              ---------           ----------

GENERAL AND ADMINISTRATIVE
EXPENSES
 Officer's compensation          47,499              127,082
 Professional services            7,884               44,398
 General and
  administrative                 21,961              148,419
 Amortization                        -                   480
                              ---------           ----------
Total general and
 administrative expenses         77,344              320,379
                              ---------           ----------
LOSS FROM OPERATIONS            (77,344)            (319,996)

OTHER INCOME (EXPENSE)
 Interest expense                (9,108)             (28,467)
                              ---------           ----------
NET LOSS                      $ (86,452)          $ (348,463)
                              =========           ==========
NET LOSS PER COMMON
 SHARE                        $ (0.0209)          $ (0.1122)
                              =========           =========
WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES
  OUTSTANDING                 4,312,977           3,105,261
                              =========           =========
</TABLE>













           See accompanying notes and accountant's report

                                4-b
<PAGE> 7

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                       Additional
                              Common Stock             Paid-in
                         Shares         Amount         Capital
<S>                      <C>            <C>            <C>
Beginning Balance
 March 22, 1995
 (Inception)                        -   $     -        $     -

Sale of shares for cash
 at $0.0002 per share      188,000,000     1,880         42,570

Shares exchanged for
 mining claims at
 $0.000042 per share       310,000,000     3,100          9,900

Net loss                            -         -              -
                         -------------  --------       --------
Balance,
 December 31, 1995         498,000,000     4,980         52,470

Shares exchanged for
 mining claims at
 $0.000165 per share       400,000,000     4,000         62,076

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

Net loss                            -         -              -
                         -------------  --------       --------
Balance,
 December 31, 1996         898,000,000     8,980         77,708

Sale of shares for
 cash at $0.000074
 per share                 135,000,000     1,350          8,650

Net loss                            -         -              -
                         -------------  --------       --------
Balance,
 December 31, 1997       1,033,000,000  $ 10,330       $ 86,358
                         -------------  --------       --------








         See accompanying notes are and accountant's report

                                6-a
<PAGE> 8

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY
                                   Accumulated
                                   Deficit        Total
<S>                                <C>            <C>
Beginning Balance
 March 22, 1995
 (Inception)                       $       -      $       -

Sale of shares for cash
 at $0.0002 per share                      -          44,450

Shares exchanged for
 mining claims at
 $0.000042 per share                       -          13,000

Net loss                              (10,094)       (10,094)
                                   ----------     ----------
Balance,
 December 31, 1995                    (10,094)        47,356

Shares exchanged for
 mining claims at
 $0.000165 per share                       -          66,076

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

Net loss                               (4,434)        (4,434)
                                   ----------     ----------
Balance,
 December 31, 1996                    (14,528)        72,160

Sale of shares for
 cash at $0.000074
 per share                                 -          10,000

Net loss                             (116,984)      (116,984)
                                   ----------     ----------
Balance,
 December 31, 1997                 $ (131,512)    $  (34,824)
                                   ----------     ----------
</TABLE>




          See accompanying notes and accountant's report.


                                6-b
<PAGE> 9

                      WINDSTAR RESOURCES, INC.
                   (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                       Additional
                              Common Stock             Paid-in
                    Shares              Amount         Capital
<S>                 <C>                 <C>            <C>
Balance Forward
 December 31, 1997   1,033,000,000      $ 10,330       $  86,358

Reverse stock split
 at 250 to 1        (1,028,867,930)       (9,917)          9,917

Shares issued in
 exchange for debt at
 $2.50 per share           22,000              2          54,998

Warrants exercised
 for shares at
 $0.25 per share           58,000         14,964          14,964

Registration costs
 charged to paid-
 in capital                    -              -           (3,477)


Net loss                       -              -               -
                    -------------       --------       ---------
Balance,
 December 31, 1998      4,212,530            421         162,760

Net loss                       -              -               -
                    -------------       --------       ---------
Balance,
 June 30, 1999
 (unaudited)            4,212,530       $    421       $ 162,760
                    =============       ========       =========














          See accompanying notes and accountant's report.


                                7-a
<PAGE> 10

                      WINDSTAR RESOURCES, INC
                   (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY


                                   Accumulated
                                   Deficit        Total
<S>                                <C>            <C>
Balance Forward
 December 31, 1997                 $ (131,512)    $  (34,824)

Reverse stock split
 at 250 for 1                              -              -

Shares issued in
 exchange for debt
 at $2.50 per share                        -          55,000

Warrants exercised
 for shares at $0.25
 per share                                 -          14,970

Registration costs
 charged to paid-in
 capital                                   -          (3,477)

Net loss                             (160,664)      (160,664)
                                   ----------     ----------
Balance,
 December 31, 1998                   (292,176)      (128,995)

Net loss                              (56,288)       (56,288)
                                   ----------     ----------
Balance,
 June 30, 1999
 (unaudited)                       $ (348,464)    $ (185,283)
                                   ==========     ==========
</TABLE>















           See accompanying notes and accountant's report

                                7-a

<PAGE> 11
                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                       Period from
                              Six months ended         March 22, 1995
                              June 30,                 (Inception)
                              (unaudited)              Through
                              ----------------         June 30, 1999
                              1998           1998      (unaudited)
                              ------         ------    -------------
<S>                           <C>                      <C>
Cash flows from operating
activities:
 Net loss                     $ (56,288)     $ (86,452) $ (348,464)
 Adjustments to reconcile net
  loss to net cash provided
  by operating activities
   Amortization                      69             -          480
   Changes in assets and
    liabilities
     Accounts payable             3,335         24,279      24,972
     Accrued interest            11,766             -       28,250
     Accrued payroll and
      payroll taxes              33,920             -      124,871
                              ---------      --------- -----------
Net cash used by operating
activities                       (7,198)       (62,173)   (169,891)
                              ---------      --------- -----------
Cash flows from investing
activities                           -              -           -
                              ---------      --------- -----------
Cash flows from financing
activities:
 Stock issuance and offering
  costs                              -          62,258      83,420
 Proceeds received on notes
  payable                         5,508             -       86,525
                              ---------      --------- -----------
Net cash provided by financing
activities                        5,508         62,258     169,945
                              ---------      --------- -----------
 Net increase (decrease) in
  cash and cash equivalents      (1,690)            85          54
 Cash and cash equivalents,
  beginning of period             1,744            387          -
                              ---------      --------- -----------
Cash and cash equivalents,
 end of period                $      54      $     472 $        54
                              =========      ========= ===========
Supplemental disclosures:
 Interest paid                $      -       $      -  $       217
                              =========      ========= ===========
 Income taxes paid            $      -       $      -  $        -
                              =========      ========= ===========
Non-cash financing activities:
 Common stock issued in
  exchange of debt            $      -       $      -  $    55,000
                              =========      ========= ===========
 Common stock issued for
  mineral property            $      -       $      -  $    79,076
                              =========      ========= ===========
</TABLE>
          See accompanying notes and accountant's report.

<PAGE> 12

WINDSTAR RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Windstar Resources, Inc. (Windstar) was incorporated on March 22, 1995,
under the laws of the State of Arizona under the name of Turtleback
Mountain Gold Co., Inc. to conduct business in the fields of mineral
exploration, construction and mining.

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 is seeking additional capital to enable the Company to
continue its operations.  However, there are inherent uncertainties in
mining operations and management cannot provide assurances that it will
be successful in this endeavor.  Furthermore, the Company is in the
development stage, as it has not realized any significant revenues from
its planned operations.

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting.

Loss Per Share
Loss per share was computed by dividing the net loss for the period by
the weighted average number of shares outstanding during the period.
The weighted average number of shares was calculated by taking the
number of shares outstanding and weighting them by the amount of time
they were outstanding.

Outstanding warrants were not included in the computation of loss per
share because of the antidilutive effect.

Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.






                                 9


<PAGE> 13
                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mineral Properties
Costs of acquiring, exploring and developing mineral properties are
capitalized by project area.  Costs to maintain the mineral rights and
leases are expensed as incurred.  When a property reaches the
production stage, the related capitalized costs will be amortized using
the units of production method on the basis of periodic estimates of
ore reserves.  Mineral properties are periodically assessed for
impairment of value and any losses are charged to operations at the
time of impairment.

Should a property be abandoned, its capitalized costs are charged to
operations.  The Company charges to operations the allocable portion of
capitalized costs attributable to properties sold.  Capitalized costs
are allocated to properties sold based on the proportion of claims sold
to the claims remaining within the project area.

Provision for Taxes
At June 30, 1999, the Company had net operating loss carryforwards of
approximately $348,000 that may be offset against future taxable income
through 2013.  No tax benefit has been reported in the financial
statements, as the Company believes there is a significant chance the
net operating loss carryforwards will expire unused.  Accordingly, the
potential tax benefits of the net operating loss carryforwards are
offset by a valuation allowance of the same amount.

Stock Split
The Company restates all references to the number of common shares and
per-share amounts in the balance sheets and statements of operations to
reflect any stock splits or reverse stock splits.














                                 10
<PAGE> 14

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
This standard is effective for years beginning after December 15, 1995.
In complying with this, the Company reviews its long-lived assets
quarterly to determine if any events or changes in circumstances have
transpired which indicate that the carrying value of its assets may not
be recoverable.  The Company does not believe any adjustments are
needed to the carrying value of its assets at June 30, 1999.

Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from those estimates.

NOTE 3   MINERAL PROPERTIES

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 located in the La Paz, Maricopa,
and Yuma counties of Arizona were transferred to the Company on
November 16, 1996 by quitclaim deed in exchange for 400,000,000 units
as explained in note 5.  The mining claims are reflected in the balance
sheet at the transferor cost of $66,076.











                                 11
<PAGE> 15

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 3 - MINERAL PROPERTIES (Continued)

The Four Red Raven II claims purchased from Maxam Gold Corporation have
a royalty fee clause attached to them.  The royalty fee, payable to
Baragan Mountain Mining, LLC, is five percent of the net income from
operations on the claims or $50,000 annually (whichever is greater)
beginning July 14, 1996.  During 1998, the Company settled a default on
the $50,000 annual payment, which was due July 14, 1997 by the exchange
of 22,000 shares of its common stock.  This included $5,000 of
interest, which had been accrued on the indebtedness.  As part of this
settlement, the $50,000 annual fee has been rescinded and future
royalty fees will be calculated on 2.5% of net smelter return from
production from those claims, if any.

NOTE 4   COMMON STOCK

During the year ended December 31, 1995, the Company issued 310,000,000
shares of common stock in exchange for eight mining claims.  The stock
was issued at $0.000042 per share.

During the year ended December 31, 1996, the Company issued 400,000,000
units in exchange for one hundred twenty eight mining claims (Note 3).
Each unit consisted of one share of common stock, one "Class A Warrant"
and one "Class B Warrant".  The stock was issued at $0.000165 per
share.  See Note 5.

During the year ended December 31, 1998, the Board of Directors
authorized a 1-for-250 reverse stock split, thereby decreasing the
number of issued and outstanding shares and increasing the par value of
each share to $0.0001.  All references in the accompanying balance
sheets and statements of operations to number of common shares and
per-share amounts for 1998 and 1999 have been restated to reflect the
reverse stock split.











                                 12
<PAGE> 16
                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 4 - COMMON STOCK (Continued)

The Company issued 22,000 shares of its common stock during the year
ended December 31, 1998 in lieu of outstanding debt that was owed to
Baragan Mountain Mining, LLC for an unpaid royalty fee and the interest
accrued.  The shares were issued at $2.50 per share.

During the period ended June 30, 1999, no new stock transactions were
executed.

NOTE 5   STOCK WARRANTS

During the year ended December 31, 1996, the Company issued 400,000,000
units. As stated in Note 4, each unit consisted of one share of common
stock, one "Class A Warrant" and one "Class B Warrant".  Each "Class A
Warrant" may be exercised to purchase one share of common stock at an
exercise price of $0.01.  Each "Class B Warrant" may be exercised to
purchase one share of common stock at an exercise price of $0.02.  The
warrants are redeemable at any time upon the Company giving thirty days
written notice to the holder thereof at redemption price of $0.00001
per warrant.  The warrants are exercisable up to five years from the
effective date of the offering unless called sooner.

During the year ended December 31, 1998, the Board of Directors voted
to reduce the warrants authorized and outstanding based on a 1 for 250
shares reverse split.  This reduced the authorized and outstanding
"Class A Warrants" to 1,600,000 exercisable to purchase 1,600,000
shares of the company's common stock at prices ranging from $0.25 to
$2.50 and the authorized and outstanding "Class B Warrants" to
1,600,000 exercisable to purchase 1,600,000 shares of the company's
common stock at $5.00.  As of March 31, 1999, 1,541,558 "Class A
Warrants" remain authorized and outstanding (not exercised).  No
warrants were exercised during 1998 or 1999.












                                 13
<PAGE> 17
                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 6   SALE OF STOCK AND 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. The Company granted to the purchaser
options ("Stock Options") to purchase 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 $0.01 per
share, and 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 $0.02 per share.  This agreement
was dated November 11, 1997.

During the year ended December 31, 1998, based on a 1-for-250 reverse
stock split, the Board of Directors reduced these stock options to
160,000 shares during the ten-year period commencing on the second
anniversary of the date of this agreement at an exercise price ranging
from $0.25 to $2.50 per share and 160,000 additional shares of stock
during the ten-year period commencing on the third anniversary of the
date of this agreement at an exercise price of $5.00 per share.  No
options were granted or exercised during 1998 or 1999 the six months
ended June 30, 1999.

Following is a summary of the status of fixed options outstanding at
December 31, 1998 and June 30, 1999:

                              Weighted
Exercise                      Average Remaining   Weighted Average
Price Range         Number    Contractual Life    Exercise Price
-----------         ------    ----------------    ---------------
$0.25 to $2.50      160,000   10 years            $1.375

The options referred to above are exercisable beginning November 11,
1999.  The Company estimates that substantially all of these options
will be exercised during the contractual period.










                                 14
<PAGE> 18

                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 7   NOTES PAYABLE

The Company's long-term debt at June 30, 1999 consists of an unsecured
note with Phoenix International Mining, Inc. dated August 1, 1997 with
interest due at 1% per month and the principal payable at the
discretion of Windstar Resources, Inc. with the full amount due not
later than five years from the date of the note.  Under terms of the
note, the Company may borrow from time to time in varying amounts up to
the sum of one million dollars within the two years from the date of
the note.  The balance due at June 30, 1999 was $27,600.

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

Maturities of the notes payable are as follows:

               1999                     $53,417
               2000                          -
               2001                          -
               2002                      27,600
               2003                          -

NOTE 8   GOING CONCERN

As shown in the financial statements, the Company incurred a net loss
of $56,288 during the period ended June 30, 1999 and an accumulated
deficit of $348,464 since inception.

These factors indicate that the Company may be unable to continue in
existence.  The financial statements do not include any adjustments
related to the recoverability and classification of recorded assets, or
the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.  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.






                                 15

<PAGE> 19
                      WINDSTAR RESOURCES, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                           JUNE 30, 1999

NOTE 8 - GOING CONCERN (Continued)

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
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.

NOTE 9   YEAR 2000 ISSUES

The Company has modified its business technologies to be ready for the
year 2000.  Critical data processing systems have been reviewed and the
Company does not expect a significant effect on internal operations.
However, like other companies, Windstar Resources, Inc. could be
adversely affected if the computer systems its suppliers or customers
use do not properly process and calculate date-related information and
data for the period surrounding and including January 1, 2000.  This is
commonly known as the "Year 2000" issue.  Additionally, this issue
could impact non-computer systems and devices such as production
equipment, elevators, etc.  At this time, because of the complexities
involved in the issue, management cannot provide assurances that the
Year 2000 issue will not have an impact on the Company's operations.





















                                 16
<PAGE> 20

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS 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

     On April 15, 1998, the Company's shareholders approved, among other
things, a 1 for 250 share of Common Stock reverse stock split; and, a
change in the authorized capital from 3,000,000,000, shares of Common
Stock, $0.00001 par value per share to 50,000,000, shares of Common
Stock , $0.0001 par value, and from 400,000,000 shares of Preferred
Stock, $0.00001 par value per share to 10,000,000 shares of Preferred
Stock, $0.0001 par value per share.

     The Company sold 1,992,000 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.

     Eight mining claims were transferred to the Company on June 30,
1995 by "Quitclaim Deed" in exchange for 1,240,000 shares on 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
1,600,000 shares of Common Stock.  The mining claims are reflected in
the balance sheet at the transferor cost of $66,076.

     Included in this group of claims are the four Red Raven II Claims
which carry an annual minimum payment of $50,000 or 5% of the net
income from operations (whichever is greater) starting July 1, 1996.
The Company defaulted on the minimum annual payment due on the first
anniversary date and interest accrued at the annual rate of 5% payable
to affiliated entities which are 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.  On June 18, 1998, a settlement with Baragan Mountain
Mining LLC was finalized curing the default on the Red Raven II Claims.
In exchange for the past due annual payment and interest thereon
together totaling $55,000 and the elimination of all future similar
minimum annual payment obligations, the Company's independent board of
director members approved and authorized the issuance of 22,000 shares
of restricted Common Stock at a value of $2.50 per share, to settle the
default amount on these claims.  In addition, the future production
royalty interest on the four claims was reduced from 5% to 2-1/2% net
smelter return on the sale of commercially mined minerals from these
claims, if any.
<PAGE> 21

     In order to maintain the mining rights to the 136 unpatented
mining claims the Company must pay an annual maintenance fee of $100
per claim to the United States government and $10 per claim to the
county where the claims are located.  This amount of $14,960 is payable
by August 31 each year. The Company paid the annual assessment amount
for the current year, however, failure to meet this payment obligation
in the future could result in the loss of these claims and mining
rights.

     As part of the employment agreement dated November 11, 1997 the
Company sold Fred R. Schmid, pursuant to a Stock Purchase Agreement,
540,000 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 160,000 shares at $2.50 per share and 160,000
shares at $5.00 per shares 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.  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. The Company has borrowed $27,600.  However, at the
time of this report this source of funding has been delayed and future
loans may not be available due to unforeseen circumstances beyond
Phoenix's control.  The Company is therefore considering the exercise
of the outstanding 3,200,000 "A" and "B" Warrants as its best source of
raising capital for funding the initial phase of exploration work on
the claims.  The Company has no operating history.

     On June 19, 1998, Amendment No. 1 to the Form S-1 Registration
Statement under the Securities Act of 1933 became effective.  The
Company has registered 3,200,000 shares of Common Stock underlying the
Company's Class "A" and Class "B" Warrants of 1,600,000 shares,
respectively.  Each A Warrant entitles the holder to purchase one share
of Common Stock at $2.50 per share; and each B Warrant entitles the
holder to purchase one share of Common Stock at $5.00 per share; on or
before August 15, 2001, unless the Warrants are called sooner by the
Company. On July 29, 1998, the Company notified Class A Warrantholders
of an offer to exercise the Class A Warrants at a reduced price for a
specific time period, subject to the written approval of each
Warrantholder to modify the same. A majority of the Class A
Warrantholders did reply and approved a lower exercise price of the
Class A Warrant. To date, $12,839 has been raised through the exercise
of a small portion of the Class A Warrants by some of the
Warrantholders who approved the modification. Funds must continue to be
raised through the exercise of the Class A and Class B Warrants.  There
is no assurances that the Warrants will be exercised, nor that the
Company will realize any funding from this transaction.


<PAGE> 22

     On September 16, 1998, the National Association of Securities
Dealers ("NASD") cleared Olsen Payne & Company's (a brokerage company)
request to quote the Company's Common Stock for trading on the OTC
Bulletin Board ("OTCBB"). After 30 days other brokerage companies could
also become market makers in the Company's securities. The symbols used
for trading on the OTCBB are WSRI for the common stock; WSRIW for the
Class A Warrant; and WSRIZ for the Class B Warrant. The current gold
market price continues to be depressed and this has affected gold
mining companies' stock prices and also their ability to raise capital.

     The Company has estimated that a minimum of $950,000 of proceeds
to be derived from the exercise of the Warrants is necessary to
undertake the initial exploratory phase of operations on the first
target area, namely, Lost Horse Peak Claim.  Following the initial
phase, if results warrant further exploratory operations, it is
estimated that an additional $1,500,000 will be required to proceed
with further exploration development on the Lost Horse Peak Claim.
Other target areas will also be considered when necessary.  There is no
assurance that the Company will be successful in undertaking the
exploration of the claims.

     The foregoing figures reflects a 1 for 250 share reverse split
which occurred on April 15, 1998.

     The Company is aware of the issues associated with the programming
code in existing computer systems as the millennium (year 2000)
approaches.  The "year 2000" problem is pervasive and complex as
virtually every computer operation will be affected in some way by the
rollover of the two digit year value to 00.  The issue is whether
computer systems will properly recognize date sensitive information
when the year changes to 2000.  Systems that do not properly recognize
such information could generate erroneous data or cause a system to
fail.  Since the Company is not producing or maintaining time sensitive
operations at present, the year 2000 problem is not anticipated to have
a significant impact on the Company's operations.

     The Company's management continues to explore opportunities which
could create valuation for shareholders.  The Company has received
expressions of interest from several companies concerning a possible
joint-venture, acquisition or merger transaction.  However, due to the
depressed price for gold and the fact that many mining companies have
curtailed exploration activities in favor of pursuing properties with
proven reserves or production, the Company has been unable to conclude
a joint-venture transaction or raise funds for exploration and
development of the properties.   Management believes that a significant
increase in the price of gold is necessary before the Company is
successful in raising capital for its operations.  Discussion with
interested joint-venture, acquisition or merger candidates shall
continue.

<PAGE> 23

     Management is also investigating a possible reverse acquisition
transaction with a private company which would permit the private
company to become a public company using our company as a means of
achieving their goal. The reverse acquisition company candidate in that
case would have the major stock and control position in the company and
all current shareholders' stock position in the company would be
significantly diluted. Since it is likely that a reverse acquisition
company candidate would not be a gold mining company or be interested
in our assets, our precious metal claims would be transferred to a
private company and current shareholders would receive stock in the
private company on a prorata basis to their current stock holdings in
the Company. However, funds will be needed for the private company to
maintain the mining rights to the claims.

     Management is of the opinion that it is not presently economical
to continue as a public gold exploration mining company and has engaged
the services of a consultant to assist management in finding a suitable
reverse acquisition company candidate. At the time of this report the
Company has entered into serious discussions with several possible
reverse acquisition company candidates and expects to eventually reach
an agreement with one of these candidates.


                    PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - None

ITEM 2.   CHANGES IN SECURITIES - None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5.   OTHER INFORMATION - None

ITEM 6.   EXHIBITS AND REPORTS OF FORM 8-K.

(a)  Exhibits

Exhibit
Number         Description

27             Financial Data Schedule








<PAGE> 24
                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

     Dated this 4th day of August, 1999.


                         WINDSTAR RESOURCES INC.
                         (the "Registrant")

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