U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


               [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999
                             Commission File No. 33-


                             MASON OIL COMPANY, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                 Utah                                 37-0278175
 (State or Other Jurisdiction of               (IRS Employer ID Number)
 Incorporation or Organization)


1325 Capital Circle, N.W., Unit C, Lawrenceville, Georgia           30043
         (Address of Principal Executive Offices)                 (Zip Code)


         Issuer's telephone number, including area code: (770) 338-1958



     Indicate by check mark whether the issuer (1) has 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.   YES     NO


     Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.


             104,490,504 shares common stock as of November 2, 1999
                                (Title of Class)


<PAGE>
                             MASON OIL COMPANY, INC.
                                   FORM 10-QSB
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999


PART I - FINANCIAL INFORMATION                                     Page

   Item 1 -

      Financial Statements

        Consolidated  Balance Sheets for September 30,
         1999 (unaudited) and December 31, 1998                     3

        Consolidated Statements of Operations (unaudited)
         for the three months ended September 30, 1999 and 1998     4

        Consolidated Statements of Comprehensive Loss
         (unaudited) for the three months ended September 30,
          1999 and 1998                                             5

        Consolidated Statements of Cash Flows (unaudited)
         for the three months ended September 30, 1999 and 1998     6

        Notes to Consolidated Financial Statements (unaudited)      7

   Item 2 -

      Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                    8

PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings                                      10

   Item 2 - Changes in Securities and Use of Proceeds              10

   Item 3 - Defaults Upon Senior Securities                        10

   Item 4 - Submission of Matters to a Vote of Security Holders    10

   Item 5 - Other Information                                      10

   Item 6 - Exhibits and Reports on Form 8-K                       10

SIGNATURES                                                         12


<PAGE>



                             MASON OIL COMPANY, INC.

                           Consolidated Balance Sheets

PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                 June 30,      September 30,
                                                                   1999             1999
                                                               -----------      -----------
                                                                                (Unaudited)
                                     Assets
<S>                                                            <C>              <C>
Current Assets
  Cash and cash equivalents ..............................     $    91,970      $    54,703
  Note receivable ........................................         110,900          117,966
                                                               -----------      -----------
                                                                   202,870          172,669

Property and equipment, at cost
  Unproved oil and gas properties,
   full cost method ......................................         354,211          349,871
  Plant ..................................................         174,235          172,100
  Vehicles ...............................................          39,882           56,371
  Other ..................................................           9,502            9,386
                                                               -----------      -----------
                                                                   577,830          587,728
  Less accumulated depreciation ..........................         (21,889)         (24,171)
                                                               -----------      -----------
                                                                   555,941          563,557

Other noncurrent assets
  Deposits ...............................................          20,421           20,171
                                                               -----------      -----------
    Total Other Assets ...................................          20,421           20,171
                                                               -----------      -----------

Total ....................................................     $   779,232      $   756,397
                                                               ===========      ===========

                      Liabilities and Stockholders' Equity
Current Liabilities
  Accounts Payable .......................................     $    64,136      $    80,988
  Notes payable - related party ..........................         258,824          255,997
  Current portion of notes payable .......................            --              5,224
                                                               -----------      -----------
    Total Current Liabilities ............................         322,960          342,209

Notes payable - long term ................................            --             10,448
Deferred salary payable ..................................         120,000          132,000

Stockholders' equity
  Common Stock, $.001 par value, 200,000,000
  shares authorized; 10,890,504 shares issued
  and  outstanding  at September 30, 1999 and at .........          10,890           10,890
  June 30,1999
  Additional paid-in capital .............................       2,365,801        2,365,801
  Accumulated deficit ....................................      (2,068,758)      (2,133,696)
  Foreign currency translation adjustment ................          28,339           28,745
                                                               -----------      -----------
    Total Stockholders' equity ...........................         336,272          271,740
                                                               -----------      -----------

Total Liabilities and Stockholders' Equity ...............     $   779,232      $   756,397
                                                               ===========      ===========
</TABLE>
                                     - 3 -

<PAGE>


                             MASON OIL COMPANY, INC.

                      Consolidated Statements of Operations


                                                  Three Months Ended
                                                     September 30,
                                            ------------------------------
                                                1998               1999
                                            ------------      ------------
                                             (unaudited)       (unaudited)
Costs and expenses
   General and administrative .........     $    150,870      $     64,028
                                            ------------      ------------
     Total operating costs and expenses          150,870            64,028

Other (income) expense
   Interest income ....................           (3,848)           (3,179)
   Interest expense ...................           11,263             4,089
                                            ------------      ------------

Net loss ..............................     $   (158,285)     $    (64,938)
                                            ============      ============

Basic net loss per common share .......     $       (.02)     $       (.01)
                                            ============      ============

Weighted  average number of shares
 outstanding ..........................       11,697,171        10,890,504
                                            ============      ============





                                     - 4 -


<PAGE>


                             MASON OIL COMPANY, INC.

                  Consolidated Statements of Comprehensive Loss


                                              Three Months Ended
                                                September 30,
                                           ------------------------
                                              1998          1999
                                           ---------      ---------
                                           (unaudited)   (unaudited)

Net loss .............................     $(158,285)     $ (64,938)
                                           ---------      ---------

Other comprehensive income, net of tax
   Foreign currency translation
    adjustments ......................        18,089            406
                                           ---------      ---------
     Total other comprehensive income         18,089            406
                                           ---------      ---------

Comprehensive loss ...................     $(140,196)     $ (64,532)
                                           =========      =========


                                     - 5 -
<PAGE>


                             MASON OIL COMPANY, INC.

                 Condensed Consolidated Statements of Cash Flows


                                                       Three Months Ended
                                                          September 30,
                                                     ------------------------
                                                        1998          1999
                                                     ---------      ---------
                                                    (Unaudited)     (Unaudited)
Cash flows from operating activities
   Net loss ....................................     $(158,285)     $ (64,938)
   Depreciation and amortization ...............         1,855          2,282
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Accrued interest receivable .................          --           (8,425)
    Prepaid expenses and other assets ..........          (475)          --
    Accounts payable and accrued liabilities ...        15,842         34,076
                                                     ---------      ---------
       Net cash used by operating activities ...      (141,063)       (37,005)
                                                     ---------      ---------

Cash flows used by investing activities
   Oil and gas exploration expenses ............       (35,756)          --
                                                     ---------      ---------
       Net cash used by investing activities ...       (35,756)          --
                                                     ---------      ---------

Cash flows from financing activities
   Payments on notes payable ...................        (3,639)        (3,682)
                                                     ---------      ---------
       Net cash used by financing activities ...        (3,639)        (3,682)
                                                     ---------      ---------

Net effect of currency  fluctuations on cash and
 cash equivalents ..............................        35,687          3,420

Net decrease in cash and cash equivalents ......      (144,771)       (37,267)

Beginning cash and cash equivalents ............       473,593         91,970
                                                     ---------      ---------

Ending cash and cash equivalents ...............     $ 328,822      $  54,703
                                                     =========      =========

Supplemental cash flow disclosures:
      The Company paid  approximately  $0 and $11,000 in interest expense during
      the three months ended September 30, 1999 and 1998, respectively.

      The Company  financed  the  purchase of a vehicle for $16,978  through the
      issuance of a note payable  during the three months  ended  September  30,
      1999.


                                     - 6 -

<PAGE>



                             MASON OIL COMPANY, INC.

                   Notes to Consolidated Financial Statements


Note 1 - Summary of Accounting Policies

     The summary of Mason Oil Company's, Inc. (the "Company") significant
accounting policies are incorporated by reference to the Company's annual
report on Form 10-KSB dated June 30, 1999.

     The accompanying unaudited consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the results of operations, financial position and cash flows.
The results of the interim period are not necessarily indicative of the results
for the full year.

Note 2 - Subsequent Events

     On October 22, 1999, the Company and Brandmakers, Inc., a closely held
Georgia corporation ("Brandmakers"), consummated an Asset Purchase Agreement
pursuant to which Brandmakers sold, and the Company purchased, substantially
all of Brandmakers' assets. In consideration of the purchase of substantially
all of the Brandmakers' assets, the Company agreed to issue 89,999,999 shares
of common stock to Brandmakers. The Company has filed the asset purchase
agreement Form 8-K and will file any required financial statements and
pro-forma information on an amendment to the Form 8-K filed.

     On November 2, 1999, two officers each acquired 2,300,000 shares of the
Company's common stock pursuant to an Executive Stock Plan (the "Plan"). The
Company issued stock under the Plan in compensation for services rendered. The
shares issued have been registered with the Securities and Exchange Commission
on a Form S-8 registration statement filed November 2, 1999.

                                     - 7 -

<PAGE>


Item 2. Management's Discussion and Analysis

Plan of Operation

     The Company has not had revenues from operations in either of its last two
fiscal years, or during the portion of the current fiscal year for which
financial statements are furnished in this report. The Company's plan of
operation for the next twelve months is set forth below.

     Given its current cash position and resources, the Company anticipates
that it can satisfy its cash requirements, at current operating levels,
approximately until the end of 1999. In the near term, the Company will continue
to pursue financing to enable it to initiate exploration and production
activities. To the extent of available resources, the Company will also continue
to conduct investigations and evaluations of promising exploration and
development opportunities and to conduct testing and to gather data with respect
to such properties. However, the Company will defer any exploration or
production activities pending receipt of additional financing.

     While the Company continues to seek additional capital to fund development
operations in Indonesia and to otherwise fund future exploration and development
operations, its efforts during the last year to obtain such financing have been
unsuccessful. Furthermore, the Company's limited resources restrict the time it
can dedicate to such efforts. Given the Company's inability to obtain financing
for the pursuit of its proposed exploration and production projects, it is
considering possible alternatives to its current business strategy. The Company
is evaluating potential relationships and acquisition opportunities, both within
the petroleum industry and with non-petroleum related businesses The Company
hopes by the end of 1999 to either obtain financing to pursue its petroleum
exploration and production objectives, or identify and pursue another business
opportunity, by acquisition or otherwise.

     The Company does not anticipate any significant changes in the number of
employees, pending receipt of additional funding or a possible acquisition
transaction.

Year 2000

     The Year 2000 ("Y2K") problem is the result of two potential malfunctions
that could have an impact on systems and equipment. The first problem arises due
to computers being programmed to use two rather than four digits to define the
applicable year. The second problem arises in embedded chips, where microchips
and microcontrollers have been designed using two rather than four digits to
define the applicable year. If uncorrected, the problem could result in computer
system and program failures or equipment malfunctions that could result in a
disruption of business operations.

     To date, the Company has not completed an internal review of its minimal
number of systems to determine major areas of exposure to Y2K issues. The
Company does not, however, operate a significant number of computer systems and
does not rely on computers to regulate any critical corporate functions.
Accordingly, the Company believes that even without any corrective measures
being taken, the Company will not suffer material adverse effects from the Y2K
problems. However, there can be no assurance that the Company will not
experience loss of data and loss of capacity to continue pursuing its operations
if Y2K issues are not addressed and remedied.

     In addition, third parties with whom the Company interacts, need to be
surveyed to assess Y2K compliance, or if contingency plans will become
necessary. If such third party systems are not addressed, any failure of such
systems could have an adverse effect on the Company's development and
exploration activities. Inasmuch as the Company intends to rely heavily on third
parties for its exploration activities, if such third parties' systems fail, it
could have a material adverse effect on the Company.

                                     - 8 -
<PAGE>

Forward-Looking Statements

     The foregoing and subsequent discussion contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby. These
forward-looking statements include the plans and objectives of management for
future and possible further capitalization of the Company. The forward-looking
statements contained herein are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to such current
expectations involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond and control of the Company. Although the Company believes that the
assumptions could be inaccurate and therefore there can be no assurance that the
forward-looking statements included in this Form 10-QSB will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation of the Company or any other person
that the objectives and plans of the Company will be achieved.

Subsequent Events

Purchase of Substantially all of the Assets of Brandmakers, Inc.

     On October 22, 1999, the Issuer and Brandmakers, Inc., a closely-held
Georgia corporation ("Brandmakers"), consummated an Asset Purchase Agreement
pursuant to which Brandmakers sold, and the Issuer purchased, substantially all
of Brandmakers' assets. In consideration of the purchase of substantially all of
Brandmakers' assets, the Issuer agreed to issue 89,000,000 shares of common
stock to Brandmakers.

     Mason has previously been positioning itself to participate in acquisition,
development  and  operation  of selected  oil and gas  properties,  primarily in
Australia and Southeast Asia. Due to inability to obtain the financing  required
to  further  pursue  such  efforts,  Mason  has  explored  alternative  business
opportunities  that have  culminated in the  consummation  of the Asset Purchase
Agreement.

     The  consummation  of the Asset Purchase  Agreement  represents a change in
Mason's  business  focus and control.  Following the  consummation  of the Asset
Purchase  Agreement,  Mason  expects to direct its business  efforts  toward the
advancement of the business  previously  pursued by  Brandmakers,  consisting of
telecommunications,  internet  technology,  software and advertising.  Mason may
consider  divesting some or all of Mason's oil and gas assets and liabilities at
a future  date if its  board  of  directors  deems  such  divesture  in the best
interests of Mason and its shareholders.

Issuance of Shares to Paul B. Ingram and John L. Naylor.

     On November 2, 1999, Messrs. Ingram and Naylor each acquired 2,300,000
shares of the Issuer's common stock pursuant to an Executive Stock Plan among
the Issuer and Messrs. Ingram and Naylor (the "Plan"). The Issuer issued stock
to Messrs. Ingram and Naylor under the Plan in compensation for services
rendered by Messrs. Ingram and Naylor to the Issuer. The Issuer's Board of
Directors acknowledged and confirmed the existence and nature of the conflicting
interests of Messrs. Naylor and Ingram with respect to the Plan had been fully
disclosed, and determined that the consideration received for the shares was
adequate. The shares received by Messrs. Ingram and Naylor were simultaneously
registered with the Securities and Exchange Commission on a Form S-8
registration statement filed November 2, 1999.

                                     - 9 -

<PAGE>


                      PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

Item 2. Changes in Securities., None.

Item 3. Defaults Upon Senior Securities

      There has been no material default in the payment of principal, interest,
      a sinking a purchase fund installment, or any other material default not
      cured within 30 days with  respect to any indebtedness of the Company
      exceeding five percent (5%) of the total assets of the Company.

Item 4. Submission of Matters to a Vote of Security Holders - None.

Item 5. Other Information, None.

Item 6. Exhibits and Reports on Form 8-K.

           (a)  Exhibits

    Exhibit No.                Description

    3.1         Articles  of   Incorporation   of  the  Registrant
                (Filed as  Exhibit  3.1 to the  Registrant's  Form
                10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).

    3.2         Articles    of    Amendment    to    Articles   of
                Incorporation.   (Filed  as  Exhibit  3.2  to  the
                Registrant's  Form  10-SB-A1,   Reg.  No.  0-28184
                filed May 31, 1996).

    3.3         Bylaws of the  Registrant.  (Filed as Exhibit  3.3
                to  the   Registrant's   Form  10-SB-A1  Reg.  No.
                0-28184 filed May 31, 1996).

    3.4         Amended  Bylaws  of  the  Registrant.   (Filed  as
                Exhibit  3.4 to the  Registrant's  Form  10-SB-A1,
                Reg. No. 0-28184 filed May 31, 1996).

    10.1        Stock  Purchase  Agreement,  dated  September  10,
                1996,  by and between Craig  Carpenter,  Mason Oil
                Company,  Inc., Paul B. Ingram and John L. Naylor.
                (Filed as  Exhibit  2.1 to the  Registrant's  Form
                10-QSB  Reg.  No.  000-28184  filed  November  15,
                1996).

    10.2        Stock Purchase and Sale  Agreement,  dated October
                14, 1996, between the Registrant,  Paul Ingram and
                John  L.  Naylor.  (Filed  as  Exhibit  2.2 to the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                November 15, 1996).

    10.3        Access  Agreement  between  Anangu  Pitjantjatjara
                and John Leonard and Paul Bryan Ingram.  (Filed as
                Exhibit 2.5 to the Registrant's Form 10-QSB,  Reg.
                No. 000-28184 filed February 21, 1997).

    10.4        Petroleum  Exploration License (PEL) No. 61and PEL
                Agreement.   (Filed   as   Exhibit   2.3   to  the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                February 21, 1997).

    10.5        Petroleum  Exploration  License  No.  63  and  PEL
                Agreement.   (Filed   as   Exhibit   2.4   to  the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                February 21, 1997).

                                     - 10 -
<PAGE>

    10.6        Joint    Venture    Agreement    between    Hemley
                Exploration  Pty. Ltd., an Australian  corporation
                and  Pt.  Putra  Bakti   Mahkota,   an  Indonesian
                corporation.

    10.7        Subscription      Agreement     and     Investment
                Representation,  dated  February 28, 1997.  (Filed
                as Exhibit  10.1 to the  Registrant's  Form 10-QSB
                Reg. No. 000-28184 filed May 20, 1997).

    10.8        Consulting Fee Agreement  dated February 28, 1997.
                (Filed as a plan in the Registrant's  Registration
                Statement  in Form S-8 Reg.  No.  333-24467  filed
                April 3, 1997).

    10.9        Amendment No. 1 to Consulting  Fee Agreement  dated
                May 8, 1997, amending the Consulting  Fee Agreement
                dated February 28, 1997, and previously filed  with
                the Securities and Exchange Commission  on  a  Form
                S-8  Registration  Statement dated March 25,  1997.
                (Filed  as  Exhibit  10.2 to the Registrant's  Form
                10-QSB Reg. No. 000-28184 filed May 20, 1997).

    10.10       Access  Agreement  dated  May 1, 1998  among Yan Kun
                Ytjatjhara  Council,  Antakirinja  Management, Paddy
                Jones, Jean Woods, Tilly Waye,  Sadio Singer, Lallie
                Dennen, Johnny Cullinan, William Herbert Lenmy Snr.,
                Eileen Crombie, Ian Crombie, Keith Smith and Hemley
                Exploration  Pty. Ltd. (Filed as Exhibit 10.9 to the
                Registrant's  Form 10-KSB Reg. No.  000-28184  Filed
                January 26, 1999)

    10.11       Drilling Rig Sales Agreement (Filed as exhibit 10.10
                to the Registrants June 30, 1998, Form 10-KSB filed
                January 26, 1999).

    10.12       Memorandum  of  Agreement   between   Pt.   Patrindo
                Persadamadjn  and   Hemley   Exploration  Pty.  Ltd.
                (Filed  as  Exhibit 10.11 to the  Registrant's  Form
                10-KSB  Reg.  No. 000-28184 filed January 26, 1999).

    16          Letter of  Change  in Certifying  Accountant  (Filed
                as  Exhibit 16  of  the  Registrant's  Form 8-K Reg.
                No. 0-28184 filed September 29, 1997).

    21          Subsidiaries  of the Registrant (Filed as Exhibit 21
                to the Registrant's June 30, 1999 Form 10-KSB  dated
                September  28, 1999).

    24.1        Power   of  Attorney (Filed as  Exhibit  24  to  the
                Registrant's  June  30,   1999   Form  10-KSB  dated
                September 28, 1999).

    24.2        Power of Attorney.

    27          Financial Data Schedule.

(b)   Forms 8-K filed during the last quarter.  None.


                                     - 11 -
<PAGE>


                              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 18th day of November, 1999.


                               MASON OIL COMPANY, INC.




                               By:/s/ Bob Palmquist
                                      Bob Palmquist
                                      President

                                     - 12 -

<PAGE>



                             Exhibit Index

    Exhibit No.                Description

    3.1         Articles  of   Incorporation   of  the  Registrant
                (Filed as  Exhibit  3.1 to the  Registrant's  Form
                10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).

    3.2         Articles    of    Amendment    to    Articles   of
                Incorporation.   (Filed  as  Exhibit  3.2  to  the
                Registrant's  Form  10-SB-A1,   Reg.  No.  0-28184
                filed May 31, 1996).

    3.3         Bylaws of the  Registrant.  (Filed as Exhibit  3.3
                to  the   Registrant's   Form  10-SB-A1  Reg.  No.
                0-28184 filed May 31, 1996).

    3.4         Amended  Bylaws  of  the  Registrant.   (Filed  as
                Exhibit  3.4 to the  Registrant's  Form  10-SB-A1,
                Reg. No. 0-28184 filed May 31, 1996).

    10.1        Stock  Purchase  Agreement,  dated  September  10,
                1996,  by and between Craig  Carpenter,  Mason Oil
                Company,  Inc., Paul B. Ingram and John L. Naylor.
                (Filed as  Exhibit  2.1 to the  Registrant's  Form
                10-QSB  Reg.  No.  000-28184  filed  November  15,
                1996).

    10.2        Stock Purchase and Sale  Agreement,  dated October
                14, 1996, between the Registrant,  Paul Ingram and
                John  L.  Naylor.  (Filed  as  Exhibit  2.2 to the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                November 15, 1996).

    10.3        Access  Agreement  between  Anangu  Pitjantjatjara
                and John Leonard and Paul Bryan Ingram.  (Filed as
                Exhibit 2.5 to the Registrant's Form 10-QSB,  Reg.
                No. 000-28184 filed February 21, 1997).

    10.4        Petroleum  Exploration License (PEL) No. 61and PEL
                Agreement.   (Filed   as   Exhibit   2.3   to  the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                February 21, 1997).

    10.5        Petroleum  Exploration  License  No.  63  and  PEL
                Agreement.   (Filed   as   Exhibit   2.4   to  the
                Registrant's  Form 10-QSB Reg. No. 000-28184 filed
                February 21, 1997).

    10.6        Joint    Venture    Agreement    between    Hemley
                Exploration  Pty. Ltd., an Australian  corporation
                and  Pt.  Putra  Bakti   Mahkota,   an  Indonesian
                corporation.

    10.7        Subscription      Agreement     and     Investment
                Representation,  dated  February 28, 1997.  (Filed
                as Exhibit  10.1 to the  Registrant's  Form 10-QSB
                Reg. No. 000-28184 filed May 20, 1997).

    10.8        Consulting Fee Agreement  dated February 28, 1997.
                (Filed as a plan in the Registrant's  Registration
                Statement  in Form S-8 Reg.  No.  333-24467  filed
                April 3, 1997).

    10.9        Amendment No. 1 to Consulting  Fee Agreement  dated
                May 8, 1997, amending the Consulting  Fee Agreement
                dated February 28, 1997, and previously filed  with
                the Securities and Exchange Commission  on  a  Form
                S-8  Registration  Statement dated March 25,  1997.
                (Filed  as  Exhibit  10.2 to the Registrant's  Form
                10-QSB Reg. No. 000-28184 filed May 20, 1997).

    10.10       Access  Agreement  dated  May 1, 1998  among Yan Kun
                Ytjatjhara  Council,  Antakirinja  Management, Paddy
                Jones, Jean Woods, Tilly Waye,  Sadio Singer, Lallie
                Dennen, Johnny Cullinan, William Herbert Lenmy Snr.,
                Eileen Crombie, Ian Crombie, Keith Smith and Hemley
                Exploration  Pty. Ltd. (Filed as Exhibit 10.9 to the
                Registrant's  Form 10-KSB Reg. No.  000-28184  Filed
                January 26, 1999)

    10.11       Drilling Rig Sales Agreement (Filed asd exhibit 10.10
                to the Registrants June 30, 1998, Form 10-KSB filed
                January 26, 1999).

    10.12       Memorandum  of  Agreement   between   Pt.   Patrindo
                Persadamadjn  and   Hemley   Exploration  Pty.  Ltd.
                (Filed  as  Exhibit 10.11 to the  Registrant's  Form
                10-KSB  Reg.  No. 000-28184 filed January 26, 1999).

    16          Letter of  Change  in Certifying  Accountant  (Filed
                as  Exhibit 16  of  the  Registrant's  Form 8-K Reg.
                No. 0-28184 filed September 29, 1997).

    21          Subsidiaries  of the Registrant (Filed as Exhibit 21
                to the Registrant's June 30, 1999 Form 10-KSB  dated
                September  28, 1999).

    24.1        Power   of  Attorney (Filed as  Exhibit  24  to  the
                Registrant's  June  30,   1999   Form  10-KSB  dated
                September 28, 1999).

    24.2        Power of Attorney.

    27          Financial Data Schedule.