SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

|_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                         Commission file number: 0-25825

                             TIBERON RESOURCES LTD.
                 (Name of small business issuer in its charter)

             NEVADA                                            91-1921237
(State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                           Identification No.)

        11930 MENUAL BOULEVARD N.E., #107, ALBUQUERQUE, NEW MEXICO 87112
               (Address of principal executive offices)          (Zip Code)

         Issuer's telephone number, including area code: (505) 289-8235

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE

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 the filing requirements for the past 90 days. Yes X No

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

            Issuer's revenues for its most recent fiscal year. $00.00

        Aggregate market value of the voting stock held by non-affiliates
                of the registrant as of March 26, 2000: $35,000

  Number of shares outstanding of registrant's Common Stock, $0.001 par value,
                         as of March 26, 2000: 8,050,000

                    Documents incorporated by reference: NONE

       Transitional Small Business Disclosure Format (check one): Yes No X

Exhibit index on consecutive page ____                       Page 1 of ___ Pages



<PAGE>



                                     PART I

ITEM 1.        DESCRIPTION OF BUSINESS.

Tiberon Resources Ltd. (the "Company") was organized under the laws of the State
of Nevada on April 10, 1998,  to acquire  mining claims and explore for minerals
in Manitoba, Canada.

MINING CLAIMS

On April 28, 1998, the Company and Carey  Whitehead,  a  non-affiliate,  entered
into an Agreement (the  "Agreement")  whereby the Company acquired Falcon claims
25, 26 and 27 (the "Mining  Claims").  In return,  the Company agreed to pay Mr.
Whitehead a total of $50,000,  of which  $25,000 was due on September  28, 1999,
and the remaining  $25,000 was due by April 28, 2000.  In addition,  the Company
was  required to fund a $40,000  work  program by  September  28,  1999,  and an
additional $50,000 work program by April 28, 2000. The Company was also required
to pay a 2.5% royalty on the net smelter return to Mr. Whitehead.

On March 28, 2000, the Company  received an extension of time from Mr. Whitehead
within which to comply with the payments and capital  expenditures.  Pursuant to
the  extension,  the  Company is now  required to pay Mr.  Whitehead  $25,000 on
September 28, 2000, and the remaining $25,000 on September 28, 2001. The $40,000
work  program  must now be funded by  September  28,  2000,  with an  additional
$50,000 by September 28, 2001.

The Mining Claims are  exploration  property and do not have any proven  mineral
reserves.  Should  mineral  reserves  be  discovered  on  the  property,  it  is
anticipated  that  the  minerals  would  be  predominately  nickel-copper-cobalt
sulfides which would be removed from the raw ore and  concentrated  sulfides.  A
facility to reduce these minerals to their primary elements could be constructed
on or near the property,  or if the sulfides are of sufficient  size, they could
be shipped and sold.

The  Company  has not  retained  a  geologist  to  explore  the  mining  claims.
Management  anticipates that Mr.  Halterman,  the Company's sole director,  will
perform the  exploration  programs.  See Part III Item 9.  Directors,  Executive
Officers,  Promoters and Control  Persons;  Compliance with Section 16(a) of the
Exchange Act. It is anticipated  that Mr. Halterman will charge between $350 and
$500 per day, plus expenses.  If Mr. Halterman does not perform the exploration,
the Company does not anticipate any  difficulties  in retaining a geologist,  at
similar rates. Should economically  feasible mineral deposits exist, the Company
will require additional capital and expertise to develop the property.  This may
include some form of a joint venture.

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

Management   believes  the  Company's   target  market  is  either  refiners  of
nickel-copper-cobalt  sulfide or end users of the primary metals. There are many
individuals and companies which compete within this target market. Russia is the
largest  producer  of nickel  followed  closely by Canada.  However,  the nickel
market,  similar to other primary metal markets, has declined significantly over
the last several  years.  Nickel prices are at a ten (10) year low and have been
predicted  to stay near this level for the next  several  years.  The  long-term
outlook  appears  to be more  positive.  Companies  within  Japan and the United
States are in the process of  creating  electric  vehicles  which are powered by
nickel-metal hydride,  nickel-cardmium,  or sodium-nickel batteries.  This might
increase  the demand for  nickel.  Management  believes  that open  markets  and
trading  exchanges  would be used to sell and  delivery the metals which are not
encumbered under contractual agreements.

COMPETITIVE BUSINESS CONDITIONS, COMPETITIVE POSITION IN THE INDUSTRY

There are also many  individuals  and companies  which are engaged in the mining
business,  which is a highly  competitive and speculative  business  atmosphere.
Some of which are very large,  established  mining  companies  with  substantial
capabilities  and long  earning  records.  The Company  may be at a  competitive
disadvantage  in acquiring  mining  properties  or in  purchasing,  leasing,  or
obtaining mining equipment since it must compete with these individuals and

                                        2

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companies,  most of which have greater financial  resources and larger technical
staffs than the  Company.  There can be no  assurance  that the Company  will be
successful in prospecting for or acquiring  additional  mining claims or leases,
or in arranging for their exploration or development.

PRICE FLUCTUATIONS

The mineral  industry  has  experienced  from time to time  shortages of certain
supplies  and  materials  necessary in the  exploration  for and  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 such  shortages and that further price  escalations  will increase
the costs to the Company.  The Company might have to manufacture  its own mining
and processing equipment.

The prices of minerals are  controlled  by the world  market,  with  significant
emphasis on the United States and Canadian markets;  thus,  competitive  pricing
behaviors are considered unlikely; however,  competition in the mineral industry
exists in the form of competition  to acquire the most promising  acreage blocks
and  obtaining  the most  favorable  prices for  transporting  the product.  The
Company is relatively small compared to other mineral exploration  companies and
may have difficulty  acquiring  additional acreage and/or projects and arranging
for the transportation of product, in the event the Company is successful in its
exploration efforts.

GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL LAWS

At this time,  the  Company  does not offer or sell any  products  or  services;
however, it is required to obtain permits for exploratory activities.

Compliance with environmental  quality requirements and reclamation laws imposed
by the  Canadian  governmental  authorities  may  also  necessitate  significant
capital outlays,  materially affect the Company's ability to generate  revenues,
or cause  material  changes in the  Company's  intended  activities.  Regulatory
compliance  will depend upon the stage of mining  process.  The  planning  stage
could require  archeological and rare and endangered species clearances.  Should
the Mining  Claims  contain  economically  feasible  mineral  deposits,  then an
Environmental   Base  Line  Survey,   an   Environmental   Assessment,   and  an
Environmental Impact Statement could have to be created. This could also include
compliance with the clean water and air regulations. Should the Company commence
mining  activities,  then the  Company  could have to comply  with  governmental
requirements  relating to  hazardous  substance  use and  control,  air emission
standards, waste water discharge,  ambient noise levels, and employee safety. No
assurance can be given that environmental  standards imposed by any governmental
authority  will not be  changed  or  become  more  stringent,  thereby  possibly
materially and adversely  affecting the proposed  activities of the Company.  At
this time,  the Company is not able to estimate the cost of compliance  with all
applicable governmental regulations.

Various federal,  state and local laws and regulations covering the discharge of
materials into the environment,  or otherwise  relating to the protection of the
environment,  may affect the Company's operations and costs through their effect
on mineral  exploration,  development and production  operations.  Environmental
laws and  regulations  have changed  substantially  and rapidly over the last 20
years, and the Company anticipates that there will be continuing  changes.  Laws
and regulations  protecting the environment have generally become more stringent
in recent years,  and may in certain  circumstances  impose "strict  liability,"
rendering a  corporation  liable for  environmental  damages  without  regard to
negligence or fault on the part of such  corporation.  Such laws and regulations
may expose the Company to liability  for the conduct of operations or conditions
caused by others,  or for acts of the Company which were in compliance  with all
applicable  laws at the time  such  acts  were  performed.  Increasingly  strict
environmental  restrictions and limitations have resulted in increased operating
costs for the Company and other businesses throughout Canada, and it is possible
that the  costs of  compliance  with  environmental  laws and  regulations  will
continue to increase.  The  modification  of existing laws or regulations or the
adoption of new laws or regulations relating to environmental matters could have
a  material  adverse  effect  on the  Company's  operations.  In  addition,  the
Company's existing and proposed  operations could result in liability for fires,
blowouts,  spills,  discharge of hazardous materials into surface and subsurface
aquifers  and  other  environmental  damage,  any one of which  could  result in
personal injury,  loss of life,  property damage or destruction or suspension of
operations.

                                        3

<PAGE>


It is not  anticipated  that the Company  will be required in the near future to
expend  amounts that are material in relation to its total capital  expenditures
program by reason of environmental  laws and  regulations,  but inasmuch as such
laws and  regulations are frequently  changed,  the Company is unable to predict
the ultimate cost of compliance.

The  Company  believes  it  is  presently  in  compliance  with  all  applicable
environmental  laws,  rules or regulations;  however,  continued  compliance (or
failure to  comply)  and future  legislation  may have an adverse  impact on the
Company's present and contemplated business operations.

The  foregoing  is only a brief  summary of some of the  existing  environmental
laws,  rules and  regulations  to which the Company's  business  operations  are
subject,  and there are many others,  the effects of which could have an adverse
impact on the Company.  Future legislation in this area will no doubt be enacted
and revisions will be made in current laws. No assurance can be given as to what
effect these  present and future laws,  rules and  regulations  will have on the
Company's current and future operations.

RELIANCE ON WATER

Water is essential in all phases of the  exploration  and development of mineral
properties.  It is used in such  processes as  exploration  drilling,  leaching,
placer mining,  dredging,  testing,  and hydraulic  mining.  The Company has not
determined the  availability of water for any of the properties it has acquired,
and it has not  determined  the  cost  of  compliance  with  any  water  quality
restrictions.  Furthermore,  any  water  that may be found  will be  subject  to
acquisition  pursuant to state,  federal and foreign water law, and its use will
be subject to  regulation  pursuant to local,  state,  federal and foreign water
quality  standards.  Both the lack of available  water and the cost of complying
with  water  quality   restrictions   may  make  an  otherwise   viable  project
economically  impossible to complete.  If the Mining Claims warrant development,
such a determination will be made while planning a development  program. At this
time,  management does not expect any significant  difficulties  with respect to
this matter.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

The Company has no employees, other than its sole officer, Mr. Reg Handford, and
its  sole  director,  Mr.  Leroy  Halterman,  both of whom are  serving  without
compensation.  It is  anticipated  that the Company  will have  employees in the
future.  As President,  Secretary and Treasurer of the Company,  Mr. Handford is
responsible for conducting the day-to-day  operations of the Company.  Since the
Company's  inception,  Mr. Handford has spent approximately eighty (80) hours on
organizing  documentation,  property  acquisitions  and seeking  capital for the
Company.

The Company's  officers and directors may become  involved with other  companies
that  have a  business  purpose  similar  to that of the  Company.  As a result,
potential conflicts of interest may arise in the future. If such a conflict does
arise and  officers or  directors  of the Company are  presented  with  business
opportunities  under  circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another exploration company they are
affiliated with, they will disclose the opportunity to all such companies.












                                        4

<PAGE>



RISK FACTORS

In addition to those described above, the Company's proposed business is subject
to numerous risk factors, including the following:

LIMITED OPERATING HISTORY AND MINIMAL ASSETS.

We have had a  limited  operating  history  and have no  significant  assets  or
financial  resources.  We have had no  operations  other than to  negotiate  the
Agreement to acquire the Mining Claims.  We have not commenced our work program,
and  there  is no  assurance  that  proven  mineral  reserves  exist.  As  such,
investment  in our  securities  should be  considered as the placing of funds at
high  risks  in an new or  "start-up"  venture  with all the  unforeseen  costs,
expenses, problems and difficulties to which such ventures are subject.

ACCUMULATED LOSSES.

From inception  through  December 31, 1999, the Company  incurred an accumulated
net  loss of  $34,943.  To date the  Company's  operations  have  not  generated
sufficient  operating  cash flows to provide  working  capital for the Company's
ongoing  overhead,  the  funding of its  mining  property  acquisitions  and the
exploration  and  development  of these  properties.  The Company  will,  in all
likelihood,  incur operating expenses without  corresponding  revenues, at least
until  mineral  reserves are located,  if at all. This may result in the Company
incurring a net operating loss that will increase continuously.  There can be no
assurances that the Company will be able to successfully  develop any properties
and achieve profitability from its operations.

MINIMAL PUBLIC MARKET.

As of March 26, 2000, there has been no reported trading of the Company's common
stock.  The  market,  if  any,  is  minimal  or  non-existent.  There  can be no
assurances that a market will develop.  Consequently,  a holder of the Company's
Common Stock may not be able to liquidate his or her  investment in the event of
an  emergency  and shares of the  Company's  common stock may not be accepted as
collateral for loans.

EXPLORATION AND PRODUCTION RISKS.

The business of exploring for and mining mineral reserves involves a substantial
risk of investment  loss which even a combination of  experience,  knowledge and
careful  evaluation may not be able to overcome.  Exploratory  drilling involves
the risk that the holes will be unproductive or that, although  productive,  the
holes will not result in mineral  reserves.  Other  hazards,  such as unusual or
unexpected  geological  formations,   pressures,   fires,   blowouts,   loss  of
circulation of drilling fluids or other  conditions may  substantially  delay or
prevent completion of any exploratory drill. Adverse weather conditions can also
hinder drilling operations.  As with any exploratory mining property,  there can
be no  assurance  that  mineral  reserves  will be located or produced  from the
properties  in which the  Company  may obtain an  interest,  either  directly or
indirectly,  including the Mining  Claims.  In addition,  the  marketability  of
mineral  reserves  which may be  acquired  or  discovered  will be  affected  by
numerous  factors beyond the control of the Company.  These factors  include the
proximity and capacity of processing  equipment,  market fluctuations of prices,
taxes, royalties,  land tenure, and environmental protection, to name a few. The
extent  of  these  factors  cannot  be  accurately  predicted,  but any one or a
combination of these factors may result in the Company not receiving an adequate
return on invested  capital.  There is no  assurance  that  mineral  reserves in
commercial quantities will be discovered by the Company.

SPECULATIVE NATURE OF THE MINERAL INDUSTRY.

Exploration for minerals is highly  speculative and involves  greater risks than
many other  businesses.  The search for valuable  minerals  often results in the
failure to discover mineralization or the discovery of mineralization which will
not return a profit over the costs  incurred.  The Company's  operations will be
subject to all of the operating hazards and risks normally incident to exploring
for and developing mineral properties.


                                        5

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FINANCING RISKS.

As of December 31,  1999,  the Company had cash of $1,229,  and had  anticipated
exploration and development expenditures,  completion costs and ongoing overhead
for the remainder of the 2000 calendar year totaling not less than approximately
$65,000.

The Company has relied on the sale of its equity capital to fund the acquisition
of the Mining Claims and working  capital.  It has no assurance that  additional
funding  will  be  available  to it to  fund  the  acquisition,  exploration  or
development  of the Mining  Claims.  There can be no assurance  that the Company
will be able to obtain  adequate  financing  in the  future or that the terms of
such financing will be favorable to the Company.  Failure to generate  operating
cash flow or obtain additional  financing could result in the Company losing its
interest in the Mining Claims,  or delay or indefinite  postponement  of further
exploration and development of any new projects in which the Company acquires an
interest.

UNINSURABLE RISKS.

Although management  believes the Company will acquire and maintain  appropriate
insurance  coverage in accordance with standard industry  practice,  the Company
has yet to  acquire  such  insurance.  The  Company  may  suffer  losses  before
obtaining  insurance,  from uninsurable hazards, or from hazards which insurance
does not insure  against  because of high  premium  costs or other  reasons.  By
drilling  exploratory  holes,  the Company may become  subject to liability  for
pollution, fire, explosion,  blow-outs, cratering and other events against which
it cannot insure or against which it may elect not to insure.  Such events could
result in substantial damage to the Mining Claims, equipment, and other property
and personal  injury.  The payment of any such  liabilities may have a material,
adverse effect on the Company's financial position.

NO ASSURANCE OF TITLES.

It is the practice of the Company in acquiring exploratory properties and mining
claims not to undergo the expense of  retaining  lawyers to examine the title to
the mineral interest to be placed under the claim. Rather, the Company will rely
upon the judgment its management and third parties who perform the field work in
examining  records in the appropriate  governmental  office before attempting to
place under claim a specific mineral interest.  This practice is widely followed
in the  exploration  of mineral  reserves.  It does happen,  as a result of such
examinations, that certain curative work must be done to correct deficiencies in
the marketability of the title, and such curative work entails expense. The work
might  include  obtaining  affidavits  of  heirship  or  causing an estate to be
administered.  IT DOES HAPPEN,  FROM TIME TO TIME,  THAT THE LEGAL  EXAMINATIONS
REVEAL THAT EXPLORATORY PROPERTIES AND MINING CLAIMS ARE WORTHLESS,  HAVING BEEN
PURCHASED  IN ERROR FROM A PERSON WHO IS NOT THE OWNER OF THE  MINERAL  INTEREST
DESIRED.  IN SUCH INSTANCES,  THE AMOUNT PAID FOR SUCH EXPLORATORY  PROPERTY AND
MINING CLAIM IS GENERALLY  LOST. To date, the Company has not lost any titles to
exploratory  properties  or mining  claims,  and the Company is not aware of any
facts that may  subject  the  Mining  Claims to being lost as a result of faulty
titles.

ENVIRONMENTAL REGULATIONS.

In general,  the exploration  and proposed mining  activities of the Company are
subject to certain  federal,  state and local laws and  regulations  relating to
environmental  quality and pollution control. Such laws and regulations increase
the costs of these  activities  and may  prevent  or delay the  commencement  or
continuance of a given operation. Compliance with these laws and regulations has
not had a material effect on the Company's  operations or financial condition to
date.  Specifically,  the Company is subject to legislation  regarding emissions
into the environment, water discharges, and storage and disposition of hazardous
wastes. In addition, legislation has been enacted which requires mining sites to
be abandoned and reclaimed to the  satisfaction of state  authorities.  However,
such laws and  regulations  are frequently  changed and the Company is unable to
predict the ultimate cost of compliance.  Generally,  environmental requirements
do not appear to affect the Company any  differently or to any greater or lesser
extent than other companies in the industry.


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The Company  believes that its operations comply, in all material respects, with
all applicable environmental regulations.

GOVERNMENTAL REGULATIONS.

Mineral exploration,  development and production are subject to various types of
regulation  by local,  state and federal  agencies.  Legislation  affecting  the
mining  industry is under  constant  review for amendment and  expansion.  Also,
numerous  departments  and agencies,  both federal and state,  are authorized by
statute to issue and have  issued  rules and  regulations  binding on the mining
industry and its individual members,  some of which carry substantial  penalties
for failure to comply.  The regulatory  burden on the mining industry  increases
the  Company's   cost  of  doing   business  and,   consequently,   affects  its
profitability.  There is no assurance that laws and  regulations  enacted in the
future  will not  adversely  affect the mining  industry.  However,  since these
regulations generally apply to all exploratory and mining companies,  management
of the Company believes that these  regulations  should not put the Company at a
material disadvantage with respect to other exploratory and mining companies.

Mining claims rights may be held by individuals or corporations  and, in certain
circumstances,  by governments  having  jurisdiction over the area in which such
mineral  rights are located.  As a general  rule,  parties  holding such mineral
rights grant licenses or leases to third parties to facilitate  the  exploration
and  development of these mineral  rights.  The terms of the leases and licenses
are generally  established to require timely  development.  Notwithstanding  the
ownership of mineral rights, the government of the jurisdiction in which mineral
rights are located generally retains authority over the manner of development of
those rights.

COPPER, NICKEL AND COBALT PRICES.

In recent decades, there have been periods of both worldwide  overproduction and
underproduction of various minerals,  including copper,  nickel and cobalt. Such
conditions have resulted in periods of excess supply of, and reduced demand for,
these minerals on a domestic and worldwide  basis. The excess or short supply of
these  minerals  placed  pressures on prices and has resulted in dramatic  price
fluctuations. If mineral reserves are located within the Mining Claims, of which
there can be no  assurance,  it may not be  commercially  feasible  to  commence
mining operations.

COMPETITION.

The exploratory and mining industries are intensely  competitive and the Company
competes  with  other  companies  which  have  greater  resources.  Many of such
companies not only explore for and mine for copper,  nickel and cobalt, but also
carry on distribution operations and market the minerals and other products on a
worldwide basis.  Such companies may be able to pay more for productive  mineral
properties and exploratory prospects to define, evaluate, bid for and purchase a
greater number of properties and prospects than the Company's financial or human
resources permit. The Company's ability to acquire additional  properties and to
discover  reserves in the future will be dependent  upon its ability to evaluate
and  select  suitable  properties  and to  consummate  transactions  in a highly
competitive environment.  There is no assurance that the Company will be able to
effectively compete against such companies.

RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH.

Because of its small  size,  the  Company  desires  to grow  rapidly in order to
achieve  certain  economies of scale.  Although  there is no assurance that this
rapid  growth  will occur,  to the extent  that it does  occur,  it will place a
significant  strain  on the  Company's  financial,  technical,  operational  and
administrative  resources.  As the Company  expands its activities and increases
the number of projects it is evaluating or in which it is  participating,  there
will  be  additional   demands  on  the  Company's   financial,   technical  and
administrative  resources.  The failure to  continue  to upgrade  the  Company's
technical,  administrative,  operating  and  financial  control  systems  or the
occurrence of unexpected expansion  difficulties,  including the recruitment and
retention of geologists and engineers,  could have a material  adverse effect on
the Company's business, financial condition and results of operations.

                                        7

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DEPENDENCE UPON KEY PERSONNEL.

The  success of the  Company's  operations  and  activities  is  dependent  to a
significant  extent on the efforts and abilities of its management.  The loss of
services of any of its  management  could have a material  adverse effect on the
Company.  The  Company  has not  obtained  "key  man"  insurance  for any of its
management.

ADEQUATE LABOR.

In the event the Company needs to employ additional  personnel,  it will need to
recruit qualified  personnel to staff its operations.  The Company believes that
such personnel  currently are available at reasonable  salaries and wages in the
geographic  areas in which the  Company  operates.  There  can be no  assurance,
however,  that such personnel will be available in the future.  In addition,  it
cannot be predicted whether the labor staffing at any of the Company's  projects
will be unionized, which may result in potentially higher operating costs.

DIVIDEND RISKS.

The Company has not paid any  dividends on its common shares and does not intend
to pay dividends on its common shares in the immediate  future.  Any decision to
pay  dividends  on its common  shares in the future will be made by the board of
directors on the Company on the basis of earnings,  financial  requirements  and
other such conditions that may exist at that time.

AUTHORIZATION OF PREFERRED STOCK.

The Company is  authorized to issue up to 1,000,000  shares of preferred  stock,
$0.01 par value per share. As of the date of this filing, no shares of preferred
stock have been issued.  The Company's  preferred stock may bear such rights and
preferences,  including  dividend and liquidation  preferences,  as our board of
directors  may fix and determine  from time to time.  Any such  preferences  may
operate to the detriment of the rights of the holders of our common stock.

SCARCITY OF AND COMPETITION FOR MINING PROPERTIES AND MINERAL RESERVES.

The  Company is and will  continue  to be an  insignificant  participant  in the
business  of  exploration  and mining of  mineral  reserves.  A large  number of
established  and  well-financed   entities,   including   international   mining
conglomerates,  are active participants in the exploration and mining of mineral
reserves.   Nearly  all  such  entities  have  significantly  greater  financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  we will be at a competitive  disadvantage in identifying possible
mining properties and successfully completing exploration activities.  Moreover,
we will also compete in with numerous other small public and private companies.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.

While exploring for mineral reserves, management will only be devoting part-time
efforts to the  business of the  Company.  The  officers  and  directors  of the
Company do not have written  employment  agreements with the Company and are not
expected to have one in the foreseeable future. The Company has not obtained key
man life  insurance  on Messrs.  Handford  and  Halterman.  Notwithstanding  the
limited  experience and time commitment of management,  the loss of the services
of Messrs.  Handford and Halterman  would  adversely  affect  development of the
Company's business and its likelihood of continuing operations.








                                        8

<PAGE>



CONFLICTS OF INTEREST - GENERAL.

The officer and  director of the Company may  participate  in business  ventures
which could be deemed to compete directly with the Company. Additional conflicts
of interest and non-arms  length  transactions  may also arise in the event that
the  Company's  officer and director are involved in the  management of any firm
with which the Company  transacts  business.  The  officer  and  director of the
Company  may have a conflict of interest in  negotiating  and  concluding  terms
relating to the extent of such participation.  In the event that such a conflict
of interest  arises at a meeting of the board of  directors,  a director who has
such a conflict will disclose the nature and extent of his interest to the board
of  directors  and abstain  from  voting for or against  the  approval of such a
participation or such terms.

In accordance with the laws of the State of Nevada, the directors of the Company
are required to act honestly and in good faith with a view to the best interests
of the Company.  In determining whether or not the Company will participate in a
particular program,  exploration or mining endeavor, the director will primarily
consider  the  degree  of risk to  which  the  Company  may be  exposed  and its
financial position at that time.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.

The Company has neither conducted, nor have others made available to it, results
of market research  indicating that market demand exists for the copper,  nickel
and cobalt mined in Manitoba,  Canada. Moreover, we do not have, and do not plan
to establish, a marketing  organization.  Even in the event demand is identified
the minerals, there is no assurance we will be successful in our operations.

LACK OF  DIVERSIFICATION.

The Company's business is limited to the exploration and mining of minerals. The
Company's  inability  to  diversify  its  activities  into a number of areas may
subject the Company to economic  fluctuations  within the exploration and mining
industries and, therefore, increase the risks associated with our operations.

"PENNY" STOCK REGULATION OF BROKER-DEALER  SALES OF COMPANY SECURITIES.

For  transactions  covered by Rule 15g-9 under the  Securities  Exchange  Act of
1934, a  broker-dealer  must furnish to all  investors in penny  stocks,  a risk
disclosure   document   required  by  the  rule,  make  a  special   suitability
determination  of the  purchaser  and  have  received  the  purchaser's  written
agreement to the  transaction  prior to the sale. In order to approve a person's
account for  transactions  in penny stock,  the broker or dealer must (i) obtain
information  concerning the person's financial situation,  investment experience
and investment objectives;  (ii) reasonably determine,  based on the information
required by paragraph (i) that  transactions in penny stock are suitable for the
person and that the person has sufficient  knowledge and experience in financial
matters that the person  reasonably  may be expected to be capable of evaluating
the rights of  transactions  in penny stock;  and (iii)  deliver to the person a
written statement setting forth the basis on which the broker or dealer made the
determination  required  by  paragraph  (ii)  in  this  section,  stating  in  a
highlighted  format  that it is  unlawful  for the  broker or dealer to effect a
transaction in a designated security subject to the provisions of paragraph (ii)
of this  section  unless  the  broker  or  dealer  has  received,  prior  to the
transaction, a written agreement to the transaction from the person; and stating
in a highlighted format  immediately  preceding the customer signature line that
the  broker or  dealer is  required  to  provide  the  person  with the  written
statement and the person should not sign and return the written statement to the
broker  or dealer  if it does not  accurately  reflect  the  person's  financial
situation,  investment  experience and investment objectives and obtain from the
person a manually signed and dated copy of the written statement.

A penny stock means any equity security other than a security (i) registered, or
approved  for  registration  upon notice of  issuance  on a national  securities
exchange that makes  transaction  reports  available  pursuant to 17 CFR 11Aa3-1
(ii)  authorized  or approved for  authorization  upon notice of  issuance,  for
quotation  on the Nasdaq NMS ; (iii) that has a price of five dollars or more or
 . . . . (iv)  whose  issuer  has net  tangible  assets in  excess of  $2,000,000
demonstrated by financial  statements dated less than fifteen months  previously
that the broker or dealer has reviewed and has a

                                        9

<PAGE>



reasonable basis to believe are true and complete in relation to the date of the
transaction  with the person.  Consequently,  the rule may affect the ability of
broker-dealers to sell the Company's securities.

FORWARD LOOKING STATEMENTS.

Because  management desires to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "PSLRA"),  the Company
cautions readers regarding forward looking statements found in this registration
statement and in any other  statement  made by, or on the behalf of the Company,
whether or not in future filings with the  Securities  and Exchange  Commission.
Forward looking  statements are statements  based not on historical  information
and which relate to future  operations,  strategies,  financial results or other
developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond the
Company's control and many of which, with respect to future business  decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in many forward  looking  statements  made by or on behalf of the  Company.  The
Company disclaims any obligation to update forward looking  statements.  Readers
should also understand that under Section  27A(b)(2)(D) of the Securities Act of
1933, as amended,  and Section  21E(b)(2)(D)  of the Securities  Exchange Act of
1934,  as amended,  the "safe  harbor"  provisions  of the PSLRA do not apply to
statements made in connection with an initial public offering.


ITEM 2.           DESCRIPTION OF PROPERTY.

MINING CLAIMS

Pursuant to a written report by Leonard Gal, M.Sc. P. Geo., which was created on
behalf of the  Company  and dated  April 23,  1998,  the  Company  received  the
following recommendations and description of the Mining Claims:

     "The Falcon 25-27 claim group is composed of three  contiguous  claims
     covering  35  hectares,  located 34 km east - northeast  of  Winnipeg,
     Manitoba, Canada. These claims cover parts of the eastern periphery of
     a large geophysical  anomaly  (magnetic and gravity),  presently being
     explored  by  ProAm  Explorations  Corporation  in the  Selkirk  area.
     Essentially the entire geophysical  anomaly and the surrounding ground
     has been staked by various parties. The geophysical feature is thought
     to represent an  ultramafic / mafic complex in the  Precambrian  rocks
     underlying the  Phanerozoic  cover,  based on geophysical  and limited
     drill hole data.  The  magnetic  and gravity  responses of the anomaly
     bear many  similarities to those of the Sudbury basin in Ontario.  The
     exploration  target based on the geophysical  data, as well as limited
     core drilling into the Precambrian basement, is magmatic copper nickel
     (+ cobalt)  such as at Sudbury,  Thompson,  Manitoba or Voisey's  Bay,
     Labrador.  Potential for platinum group elements (PGE) and/or chromite
     similar to the  layered  ultramafic  complexes  of  Bushveld  in South
     Africa or Stillwater  in Montana also exists.  The Falcon 25-27 claims
     cover the southern flank of a moderate positive magnetic anomaly,  and
     are  approximately  10km  east-southeast  of a  strong  magnetic  high
     feature that likely  represents an offshoot or satellitic  node of the
     main geophysical  feature at Selkirk.  The gravity data for the Falcon
     25-27  claims  is  quite  uniform,  although  it is  based  on a 1950s
     government - produced map with very few data points.  It is considered
     that  there is some  potential  on the  Falcon  25-27  claims  to host
     magmatic Ni-Cu, PGE- chromite or other deposits hosted by ultramafic -
     mafic   complexes  below  the  Paleozoic  cover  rocks.  In  addition,
     volcanogenic  massive  sulphide or iron formation hosted gold deposits
     may occur  within  the  greenstone  belt that is  thought  to form the
     basement rocks in the area. A program of existing data compilation, to
     precede  detailed  airborne  magnetic  and ground  gravity  surveys is
     recommended to outline initial  targets.  Follow up work might include
     advanced  ground  geophysical  methods,  leading to the  refinement of
     initial targets that would then be tested by drilling.




                                     10

<PAGE>



     INTRODUCTION

     This report  summarizes the exploration and economic  potential of the
     Falcon 25-27 claims located near Beausejour, Manitoba, Canada. Tiberon
     Resources  Ltd.  has  acquired  the Falcon 25-27 claims from Mr. Carey
     Whitehead. The Falcon 25-27 claims cover parts of the peripheral flank
     of a large  scale (36km x 20km)  elliptical  gravity  anomaly,  with a
     coincident  fringing  ring of  magnetic  highs.  The  source  of these
     anomalies is in the Precambrian  basement rocks underlying 100-200m of
     Phanerozoic  cover. The main part of the geophysical  feature centered
     29km to the west, is held by ProAm Explorations  Corporation,  who are
     presently carrying out a drill program. The exploration model cited by
     ProAm  Explorations  Corporation  is an ultramafic - mafic  lopolithic
     intrusion  within a  greenstone  belt.  This model  fits the  observed
     gravity,  magnetic and limited drill hole data. The exploration target
     is magmatic Ni-Cu-Co deposits (Sudbury, Voisey's Bay), and/or chromite
     -  platinum  group  element  deposits  (Bushveld,   Stillwater).   The
     greenstone  belt has further  potential to host VMS or iron  formation
     gold deposits. As well, there are indications of mineralization within
     the Phanerozoic  rocks in the area. The Falcon 25-27 claims of Tiberon
     Resources Ltd. are positioned at the flanks of this large anomaly, and
     cover magnetic  features that are possibly  related to the large scale
     magnetic and gravity anomalies.

     LOCATION AND ACCESS

     The Falcon  25-27 claims are  centered  25km  southeast of Selkirk and
     approximately  34  kilometers  east-northeast  of Winnipeg,  Manitoba,
     Canada.  The town of Beausejour is close to the claims.  The proximity
     to smaller  towns and the major city of Winnipeg  assures an excellent
     transportation and power  infrastructure,  and a supplies and services
     base.  Exploration  can  thus  continue  all  year  round  in a cost -
     effective  manner.  Winnipeg is the hub of rail  transport  in central
     Canada,  with  connections  to the U.S. are also in place.  The Falcon
     25-27 claims are located within  surveyed  prairie lands.  North-south
     and east-west aligned section roads, 1 mile apart,  afford road access
     to virtually all parts of the claims. The location of the Falcon 25-27
     claims is presented in Figure 1.

     PROPERTY DESCRIPTION

     The Falcon  25-27 claim group  comprises 3 claims with a total area of
     35 ha. The Falcon claims were staked by Mr. Carey Whitehead,  and were
     subsequently  acquired  by  Tiberon  Resources  Ltd.  The terms of the
     acquisition  are beyond the scope of this report.  On April 22, 1998 a
     check with the Manitoba Department of Mines showed that the registered
     holder of the  claims  was Mr.  Carey  Whitehead.  The claims are "map
     staked"  through  application  to the Manitoba  Government.  The claim
     units  are  based on the  survey  system of  sections,  townships  and
     ranges.  Each claim unit or section  covers one square  mile (259 ha).
     However,  the actual  mineral title granted by the  government in each
     section is generally  less than the full section,  as title is held in
     many  cases by private  landowners.  In some  instances,  only a "road
     allowance" of 80 feet (24m) surrounding the section roads on all sides
     of the  section  is  granted.  The table  below  outlines  the area of
     granted  mineral  title on each  claim,  as well as the  location  and
     expiry date of each  claim.  The claims are in good  standing  for two
     years (plus 60 days) beyond the recording date.

CLAIM NAME         LICENCE #        SIZE      NTS SHEET         EXPIRY DATE
                                    (HA)

Falcon #25          SV8821           15       621-01SW          Dec 28, 1999
                                              621-02SE
Falcon #26          SV8820           10       621-02SE          Dec 28, 1999
Falcon #27          SV8819           10       621-02SE          Dec 28, 1999



                                     11

<PAGE>



     CONCLUSIONS

     The Falcon  25-27  claims are  located  near the  eastern  margin of a
     large-scale  geophysical  feature  currently  being  explored by ProAm
     Explorations  Corporation.  The elliptical gravity high, and ring like
     fringing  magnetic highs  surrounding a central  elliptical  low, bear
     many  similarities  to the Sudbury  basin.  Geophysical  modeling  and
     limited drill hole information  suggests that the geophysical  anomaly
     is the result of an ultramafic - mafic  lopolith  complex  intruding a
     greenstone belt. The exploration target is magmatic Ni - Cu - Co, PGE,
     or chromite deposits. There is also potential, indicated by drill hole
     data,  that  the  surrounding  greenstone  belt  may  host  VMS,  iron
     formation gold or other deposits. Finally, there are local indications
     of  mineralization  within the Paleozoic cover rocks. The Falcon 25-27
     claims  are in  close  proximity  to  the  geophysical  feature.  Some
     interesting  magnetic  anomalies  are  present  adjacent to the Falcon
     25-27 claims  including a satellitic high possibly related to the main
     geophysical  feature.  Such highs could represent satellite bodies off
     the main anomaly, or outboard extensions (or "offsets"),  as are known
     in the Sudbury basin. A comparison between the geophysical features of
     the  Sudbury  basin and the main  feature  in the  Selkirk  area would
     suggest  that the Selkirk  feature is about half the size.  The larger
     Sudbury basin hosts at least 39 deposits, past-producing and producing
     mines  within  mafic -  ultramafic  intrusives,  as  well  as  several
     polymetallic  deposits  in the  central  part of the basin.  Seventeen
     mines in the Sudbury basin  collectively  produced Cu and Ni valued at
     1.8 billion dollars (Cdn) in 1996. The Selkirk anomaly is theorized to
     be related to the  westward  projection  of a major suture zone on the
     Canadian Shield that hosts several deposits and ultramafic rocks where
     exposed.  Limited drill hole data suggests that a greenstone belt lies
     under  the  Paleozoic  sediments  in the  Selkirk  area.  This belt is
     unexplored,  and the coupling  with a large  geophysical  feature that
     likely  represents a major ultramafic - mafic intrusive  complex makes
     this an attractive area for exploration.

     RECOMMENDATIONS FOR EXPLORATION

     A first phase exploration program is recommended to explore the Falcon
     25-27 claims for mineralization  hosted in Precambrian basement rocks.
     Potential for magmatic  Ni-Cu-Co,  or PGE - chromite  deposits exists.
     The  Falcon  25-27  claims  are near the flank of a major  geophysical
     feature that is thought to represent  an  ultramafic-mafic  lopolithic
     intrusion within a greenstone belt. The main anomaly is being actively
     explored by ProAm  Explorations  Corporation.  Magnetic highs observed
     adjacent to the Falcon 25-27  claims are possibly  related to the main
     geophysical  feature,  and  thus  an  ultramafic  - mafic  body  could
     underlie  the claims,  beneath the  Paleozoic  cover.  Potential  also
     exists in a greenstone belt to host polymetallic VMS deposits,  banded
     iron formation gold or other precious metal deposits.

     The  recommended  exploration  program  includes the  compilation  and
     analysis of all existing  geological and geophysical data. This should
     be followed by a low level,  detailed airborne magnetic survey. Flight
     lines  should be spaced at  approximately  200m.  A  detailed  gravity
     survey should be performed by  measurements  at ground stations on 1/4
     to 1/2 mile centers.  Airborne gravity surveys are possible,  but very
     expensive.  Upon completion of the initial geophysical surveys,  first
     order targets may be followed up with detailed  ground  geophysics.  A
     variety of advanced deep searching methods and modeling techniques may
     be used, with the consultation of a geophysicist.  Possibilities might
     include TEM or magnetotelluric surveys.  Analysis of airborne magnetic
     data and gravity data,  with or without ground survey follow up, could
     lead to the  establishment  of drill  targets.  A second phase of core
     drilling on these targets should then be initiated. Vertical holes can
     be drilled  through the Paleozoic and into the  Precambrian  basement.
     Some cost savings might be gained if the  Paleozoic  rocks are drilled
     by reverse  circulation  methods,  with core drilling reserved for the
     Precambrian rocks. Down hole geophysical methods should be employed in
     each drill hole to gain additional information.

     Because the Falcon  25-27  claims  cover a fairly  small  area,  it is
     recommended  that  the  owners/operators  approach  other  exploration
     concerns operating in the area and on adjacent claims

                                     12

<PAGE>



     to pool their  resources  in  contracting  for  airborne  surveys  and
     gravity  surveys.  Combining the surveys with  neighboring  properties
     would save on mob - demob costs,  analytical and modeling studies,  as
     well as the premiums paid on airborne surveys for short flight lines.

     COST ESTIMATE OF RECOMMENDED EXPLORATION PROGRAM

     A possible  exploration  budget for Phase I (geophysics)  and Phase II
     (drilling) on the Falcon 25-27 claims is outlined below.

     PHASE I (AIRBORNE MAGNETIC SURVEY, GROUND GRAVITY SURVEY)

     AIRBORNE (FIXED WIRING) MAGNETIC SURVEY approximately 45 line km (E-W
     orientation) at $14.75 per

     line km                                                         $ 664

     Mob - demob                                                     2,500

     Data modeling, reproduction and presentation                    2,500

     GRAVITY SURVEY

     21 stations at $200 per station, including

     data processing, report, etc.                                   4,200

     Geological, Geophysical consulting                              3,500

     Ground geophysical surveys (on recommendation of geophysicist)  7,500

     Contingencies, miscellaneous                                    3,000
                                                                    ------
     TOTAL PHASE I                                                 $23,864
                                                                   =======

     *Due to the relatively small size of the Falcon 25-27 Claims, it would
     be  practical  and cost  effective  only if the  airborne  survey were
     combined  with  neighboring  properties.  Pooling  projects  will save
     mob-demob  charges,  data  processing,  as  well  as the  considerable
     premiums  paid for short flight lines (flight lines less than 10km are
     charged a premium).  The costs  involved  in land access  negotiations
     with  surface  rights  holders are also not  included in Phase I or II
     estimates,   but  once  again,   pooling  resources  with  neighboring
     operators  is  expected  to  reduce  costs  and  expedite  exploration
     efforts.

     PHASE II (DIAMOND DRILLING)

     Reverse Circulation drilling through Phanerozoic, core drilling (NQ)
     through Precambrian

     Reverse Circulation: 200m at $60/m                              $12,000

     Core drilling: 250m at $90/m                                     22,500

     Drill Mob-demob                                                   2,500

     Down hole geophysics (Pulse-EM)                                   2,000

     Analytical charges                                                  500

     Geological consulting (drill supervision, core logging, sampling) 3,500

     Room, board                                                       1,000

     Rentals, travel, communications                                   2,500

     Contingencies, miscellaneous                                      3,500
                                                                     -------
     TOTAL PHASE II (PER DRILL HOLE)                                 $50,000
                                                                     =======

                                     13

<PAGE>



     The Phase II budget is no more than a general  estimate  of costs that
     might be expected to be incurred. The number and depths of drill holes
     can not be  foreseen  at this time.  While  reverse  circulation  (RC)
     drilling is recommended  as a cost saving measure at this time,  there
     are  instances  where it might be  preferable to core drill the entire
     hole. In fact, if aquifers are encountered  with flows of greater than
     50-60  gallons per minute,  RC drilling will be  ineffective  and core
     drilling (with casing) will have to be employed.

     Drill holes have intersected  aquifers in the Selkirk area,  adding to
     drill costs, and also presenting environmental  difficulties which had
     to be addressed to the  satisfaction  of  government  authorities  and
     local stakeholders. Likewise, analytical costs (based on the number of
     samples taken) are only a broad estimate,  as the basement geology and
     any mineralization encountered are largely unknown."

The Company has not  retained a geologist to perform the  exploration  programs.
Management  anticipates that Mr.  Halterman,  the Company's sole director,  will
perform the  exploration  programs.  See Part III Item 9.  Directors,  Executive
Officers,  Promoters and Control  Persons;  Compliance with Section 16(a) of the
Exchange Act. Mr.  Halterman's rates for such work vary between $350 to $500 per
day, plus expenses.  If Mr. Halterman does not perform the exploration programs,
the  Company  does not  anticipate  any  difficulties  in  retaining a qualified
geologist with comparable rates.

PRINCIPAL OFFICES

The Company is  currently  occupying a minimal  amount of office  space from its
sole  officer,  Leroy  Halterman,   at  11930  Menual  Boulevard  N.E.,  #  107,
Albuquerque,  New Mexico 87112. The office space is provided to the Company on a
rent free basis.


ITEM 3.        LEGAL PROCEEDINGS.

Not Applicable.


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

Not Applicable.


                                     PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET

The Company's common stock was first listed on the "pink sheets" on February 17,
1999. There was no reported trading.  On November 20, 1999, the Company's common
stock was cleared to be quoted on the Over-the-Counter Bulletin Board ("OTCBB").
The Company's common stock is quoted as "TBRE".  As of March 26, 2000, there has
been no reported trading of the Company's common stock on the OTCBB.

On March 26, 2000,  there were 31 record holders of the Company's  common stock.
During the last two fiscal years,  no cash  dividends  have been declared on the
Company's common stock and management does not anticipate that dividends will be
paid in the foreseeable future.




                                       14

<PAGE>



RECENT SALES OF UNREGISTERED SECURITIES

Since the Company's inception, it has sold shares of common stock which were not
registered under the Securities Act of 1933, as amended.

On April 11, 1998, the Company sold 8,000,000  shares of Common Stock at a price
of $0.0025 per share in a private offering pursuant to Sections 3(b) and 4(2) of
the  Securities  Act of 1933,  as  amended,  and Rule  504 of the  Regulation  D
promulgated thereunder.

In September  1998, the Company sold 50,000 shares of Common Stock at a price of
$0.30 per share in a second private offering  pursuant to Sections 3(b) and 4(2)
of the  Securities  Act of 1933,  as amended,  and Rule 504 of the  Regulation D
promulgated thereunder.

No  underwriting  discounts or commissions  were paid in either offering in that
such transactions did not involve a public offering.


ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

Since  incorporation  on April 19, 1998, the Company has been a natural resource
company  engaged in the acquisition of mineral  properties.  As of the filing of
this  statement,  the  Company's  sole focus is in Canada.  The  Company has not
generated  any  revenues  since  inception.  From  inception  to the year  ended
December 31, 1999, the Company has recorded an accumulated net loss of $34,943.

Working  capital at December  31,  1999 was a deficit of $3,938,  as compared to
$7,173 for the period  ending June 30,  1999,  and $20,049 at December 31, 1998.
Management  believes that the Company has sufficient working capital to fund the
Company's operations through August 2000.

The  Company's  primary  source of working  capital has been through the sale of
common stock. Since incorporation, the Company has received $31,005 net proceeds
from the sale of common stock.  In December  1999, the Company  borrowed  $4,010
from a third  party  for a term  of one  year  with  interest  at 5% per  annum.
Management  anticipates  that an additional  offering of shares in the amount of
$100,000 will be necessary to provide  sufficient  operating capital and to fund
the  required  property  payment  and work  program  for the  fiscal  year 2000.
Management  believes that the additional  offering  should be completed prior to
September 2000. If the initial work program produces a positive result, then the
Company  will be required to raise an  additional  $150,000 by  September  2001.
Management  believes  that it may be  necessary  for the  Company  to conduct an
offering of common stock to fund the continued  exploration program and property
expense. If additional funding is not obtained,  the Company will not be able to
begin or continue its exploration  programs and may have to abandon its plans to
explore mining claims.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to generate  sufficient  cash flow to meet its  obligations  on a timely
basis, to identify and develop  legitimate  mineral reserves,  obtain additional
financing  or  refinancing  as  may  be  required,   and  ultimately  to  attain
profitability.  There are no assurances  that the Company will be able to obtain
identify  legitimate  mineral  reserves,  obtain any such  financing  or, if the
Company is able to obtain additional  financing,  that such financing will be on
terms  favorable to the Company.  The inability to obtain  additional  financing
when  needed  will have a material  adverse  effect on the  Company's  operating
results.

The  Independent  Accountant's  Report  and  Note 1 of the  Notes  to  Financial
Statements accompanying this report state that substantial doubt has been raised
about the  Company's  ability to  continue  as a going  concern.  The  Company's
present  business  operations do not generate  sufficient  revenues to cover its
expenses. The Company would have to obtain other business operations or severely
reduce its expenses to remain  viable,  and there can be no  assurance  that the
Company will be able to do so.

                                       15

<PAGE>


IMPACT OF THE YEAR 2000

The Year 2000 issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date- sensitive  systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000,  and, if not addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect the Company's ability to conduct normal business  operations.  Management
believes  the Company  does not face  significant  internal  risk from  computer
failure or errors due to the Year 2000 Issue.  It is not  possible to be certain
that all aspects of the Year 2000 issue  affecting the Company,  including those
related to the efforts of customers,  suppliers, or other third parties, will be
fully resolved.  As of the date of this report,  the Company has not experienced
any problems related to the Year 2000.


ITEM 7.        FINANCIAL STATEMENTS.

Please refer to the pages beginning with F-1.


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

Not Applicable.



                                    PART III

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

The officers and directors of the Company are as follows:

       Leroy Halterman           Sole Director since April 10, 1998 (inception).
       Reg Handford              President, Secretary and Treasurer since
                                 August 20, 1998.

LEROY  HALTERMAN,  DIRECTOR.  Mr.  Halterman  has been a certified  professional
geologist  for 21 years.  In 1968,  Mr.  Halterman  graduated  from the Missouri
School of Mines,  Rolla,  with a Bachelor  of  Science  degree in  Geology.  Mr.
Halterman  performed  additional  work  at the  University  of New  Mexico  from
1969-70, focusing on hydrology and submarine geology. However, Mr. Halterman did
not receive a graduate degree.  Since 1985 , Mr. Halterman has been a consulting
geologist for MinSearch, Inc., located in Albuquerque, New Mexico ("MinSearch").
Mr. Halterman's responsibilities at MinSearch included the evaluation of mineral
and petroleum deposits,  and ac-cumulations in various geological  environments.
Mr. Halterman's  evaluations included all phases of the projects from generation
through  exploration,  reserve estimating,  testing,  and mine planning.  He has
similar experience in petroleum,  including prospect generation and exploration,
as  well as all  phases  of  well  completion  and  production.  His  production
specialties  include   computerized   reserve  estimation  (both  volumetic  and
decline),  production records,  and production and transport agreements for both
oil and gas. Mr.  Halterman  is also the  president,  director,  and a principal
shareholder of Consolidated North American  Resources,  a private company in the
oil and gas industry,  and is the sole officer and director of Rimpac  Resources
Ltd., a Nevada corporation engaged in mineral exploration activities.

In addition to  consulting,  Mr.  Halterman has  emphasized in natural  resource
appraisals,  and  damage  calculations,  both of  which  included  environmental
evaluations and site assessments.  Environmental problems and potential problems
encompassed  in  these  type of  assessments  included  hazardous  material  and
chemicals located in abandoned dumps,

                                       16

<PAGE>



mills,  mines and other structures,  ground and surface water  contamination and
pathways, underground storage tanks, and above ground storage tanks, kinetic and
structural hazards, unstable surfaces, induced erosion problems, and explosives.
Within the past six years, Mr. Halterman perfomed a total of 20 natural resource
evaluations and appraisals  according to Uniform Appraisal Standards for Federal
Land Acquisitions for such clients as the United States Park Service, the United
States Department of Justice, the Nature Conservatory, Wellington Financial, and
Maximum Resources.

From 1983 to 1985,  Mr.  Halterman  was the Vice  President of  Exploration  for
Goldsill Mining and Milling,  Inc., a corporation  located in Denver,  Colorado.
Mr. Halterman was responsible for  coordination,  evaluation,  acquisition,  and
management of the company's  exploration  programs and budgets for both precious
metals and  petroleum.  The  company  focused  its  precious  metals  efforts in
Saskatchewan,  Canada, and in Arizona, Montana and Nevada. Prior to becoming the
Vice President,  Mr.  Halterman was responsible for a district office engaged in
the  exploration  and  acquisition  of  commercial  uranium  deposits.   He  was
thereafter promoted to Minerals Manager,  and was responsible for overseeing the
company's  precious metals programs and budgets in the Western United States and
locations  in Canada.  Mr.  Halterman  began  working with  Goldsill  Mining and
Milling, Inc. in 1979.

From 1975 to 1979,  Mr.  Halterman  was the  Senior  Exploration  Geologist  for
Philips Petroleum Corporation. He was responsible for generating,  recommending,
acquiring, and administering uranium prospects in New Mexico, Arizona, Colorado,
Utah,  Nevada,  California  and Texas.  From 1968 to 1975,  Mr.  Halterman was a
Geologist for Gulf Oil Corporation.  His duties included geologic  evaluation of
uranium, coal base and precious metal prospects.

Mr.  Halterman is a member of the American  Association of Petroleum  Geologists
and the Society for Mining, Metallurgy and Exploration.

REG  HANDFORD,  PRESIDENT,  SECRETARY  AND  TREASURER.  Mr.  Handford has been a
self-employed  management  consultant  for junior  development  companies  since
October 1991. Mr. Handford  assists these  companies with financial  consulting,
and has supervised of a team of programmers  writing bingo software to run under
Windows(TM)  NT. Since August 1998, he has been the sole officer and director of
Minas Novas Gold Corp., a development stage mining company located in Vancouver,
British  Columbia.  From June 1975 to October 1991, Mr.  Handford was a salesman
for  Cararim   Investment   Corp.,   located  in  Vancouver,   British  Columbia
("Cararim"). Mr. Handford worked as a financial advisor for Cararim.

In 1966, Mr. Handford graduated from the University of British Columbia, with an
undergraduate  degree in mathematics.  Mr. Handford received a masters degree in
mathematics from the Simon Fraser University in 1971.

Mr. Halterman and Mr. Handford may be deemed to be the "promoters" and "parents"
of the Company within the meaning of the Rules and Regulations promulgated under
the Act.

The term of office  of each  director  of the  Company  ends at the next  annual
meeting  of the  Company's  stockholders  or when the  director's  successor  is
elected and qualified.  No date for the next annual meeting of  stockholders  is
specified in the Company's Bylaws,  nor has a meeting been fixed by the Board of
Directors.  The term of office of each  officer of the Company  ends at the next
annual  meeting of the Company's  Board of Directors,  which is expected to take
place  immediately  after the next annual meeting of stockholders,  or when such
officer's successor is elected and qualified.

CONFLICTS OF INTEREST

Members of the Company's  management are associated with other firms involved in
a range of  business  activities.  Consequently,  there are  potential  inherent
conflicts of interest in their acting as officers and  directors of the Company.
Insofar as the officers and directors are engaged in other business  activities,
management  anticipates  they  will  devote  only a minor  amount of time to the
Company's affairs.

The officers and  directors of the Company are now and may in the future  become
shareholders,  officers or directors of other  companies which may be formed for
the purpose of engaging in business activities similar to those conducted by the
Company.  Accordingly,  additional direct conflicts of interest may arise in the
future with respect to such individuals

                                       17

<PAGE>



acting  on  behalf  of the  Company  or  other  entities.  Moreover,  additional
conflicts of interest may arise with respect to opportunities  which come to the
attention of such  individuals in the  performance of their duties or otherwise.
The Company  does not  currently  have a right of first  refusal  pertaining  to
opportunities that come to management's  attention insofar as such opportunities
may relate to the Company's business operations.

The officers and directors are, so long as they are officers or directors of the
Company,  subject to the restriction that all opportunities  contemplated by the
Company's  plan of  operation  which  come to  their  attention,  either  in the
performance  of  their  duties  or in  any  other  manner,  will  be  considered
opportunities  of, and be made  available to the Company and the companies  that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary  duties of the officer or director.  If the Company or
the  companies in which the  officers and  directors  are  affiliated  with both
desire to take  advantage of an  opportunity,  then said  officers and directors
would abstain from  negotiating and voting upon the  opportunity.  However,  all
directors may still  individually take advantage of opportunities if the Company
should decline to do so. Except as set forth above,  the Company has not adopted
any other conflict of interest policy with respect to such transactions.

The  Company  does not have any  standing  audit,  nominating,  or  compensation
committees of the Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors,  and persons who own more than 10% of a registered class
of the Company's equity securities,  to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.  Officers,  directors and
greater than 10% percent  shareholders are required by SEC regulation to furnish
the Company with copies of all Section  16(a) forms they file.  Leroy  Halterman
and Reg Handford were each  required to file an Initial  Statement of Beneficial
Ownership  of  Securities  on  Form 3 at the  time  of the  registration  of the
Company's securities under Section 12(g) of the Exchange Act. Messrs.  Halterman
and Handford filed their Form 3 on June 18, 1999. Messrs. Halterman and Handford
were not required to file a report on Form 5 for the fiscal year ended  December
31, 1999.  There are no shareholders  owning 10% or more of the Company's common
stock.


ITEM 10.       EXECUTIVE COMPENSATION.

The following table sets forth information for Reg Handford, the sole Officer of
the  Company  during the fiscal  years  ended  December  31,  1998 and 1999.  No
disclosure need be provided for any executive officer, other than the CEO, whose
total annual salary and bonus for the last completed  fiscal year did not exceed
$100,000.  Accordingly,  no other executive officers of the Company are included
in the table.

<TABLE>
<CAPTION>
                                                                                LONG TERM COMPENSATION
                                                                        ---------------------------------------
                                         ANNUAL COMPENSATION                     AWARDS              PAYOUTS
                             ----------------------------------------------------------------------------------
                                                            OTHER       RESTRICTED    SECURITIES
                                                           ANNUAL          STOCK      UNDERLYING                    ALL OTHER
NAME AND                                                   COMPEN-       AWARD(S)      OPTIONS /        LTIP         COMPEN-
PRINCIPAL POSITION     YEAR     SALARY($)     BONUS($)    SATION ($)        ($)        SARS ($)     PAYOUTS ($)    SATION ($)
------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>          <C>           <C>           <C>           <C>           <C>            <C>

Reg Handford,          1999        -0-          -0-           -0-           -0-           -0-           -0-            -0-
President and Chief    1998        -0-          -0-           -0-           -0-           -0-           -0-            -0-
Executive Officer
</TABLE>


The Company does not have any  employment  contracts with any of its officers or
directors. Such persons are employed by the Company on an at will basis, and the
terms and  conditions  of  employment  are subject to change by the Company.  At
December  31,  1998 and 1999,  none of the  Named  Executive  Officers  held any
options to acquire shares of the Company's stock.


                                       18

<PAGE>



STOCK OPTION PLANS

The Company has not adopted a Stock Option Plan.

OPTION/SAR/LTIP AWARDS

Since its  inception,  the  Company has not  granted  any Stock  Options,  Stock
Appreciation Rights or Long Term Incentive Plan payouts.

EMPLOYMENT AGREEMENTS

There are no  employment  agreements  between  the  Company  and its officer and
director.

DIRECTORS' COMPENSATION

The Company does not compensate its director.



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

The following table sets forth  information,  as of March 26, 2000, with respect
to the beneficial  ownership of the Company's  common stock by each person known
by the  Company  to be the  beneficial  owner of more than five  percent  of the
outstanding  Common  Stock and by directors  and  officers of the Company,  both
individually and as a group:

--------------------------------------------------------------------------------
NAME AND ADDRESS OF OWNER              NUMBER OF SHARES        PERCENT OF
                                             OWNED              CLASS (1)
--------------------------------------------------------------------------------
Lillian de Leveaux
Abney Trading S A                           700,000               8.69%
94 Dowdeswell Street
P.O. Box N-31114
Nassau, Bahamas
--------------------------------------------------------------------------------
Sheila Andrews
Blue Cotil                                  700,000               8.69%
Samares Inner Road
St. Clement, Jersey, C. I.
--------------------------------------------------------------------------------
Madeline Gray
Aurora Marketing Limited                    700,000               8.69%
P.O. Box N-10741
Oakes Field
Nassau, Bahamas
--------------------------------------------------------------------------------
Isaac Collie                                                      7.45%
Breadstone Investments Ltd                  600,000
21 East Drive, Garston
Watford, Herts, WD2 6AH
United Kingdom
--------------------------------------------------------------------------------

                                       19

<PAGE>

--------------------------------------------------------------------------------
NAME AND ADDRESS OF OWNER              NUMBER OF SHARES        PERCENT OF
                                            OWNED               CLASS (1)
--------------------------------------------------------------------------------
Shelly Johnson
But Sup But International                   700,000               8.69%
P.O. Box N-7521
Suite 61 Grosvenor Close
Shirely Street
Nassau, Bahamas
--------------------------------------------------------------------------------
Cede & Co.
Box 20 Bowling Green Station                600,000               7.45%
New York, New York  10004
Ian Fox
--------------------------------------------------------------------------------
Derb Engineering                            700,000               8.69%
#700-1190 Melville Street
Vancouver, B.C.  V6E 3W1
Canada
--------------------------------------------------------------------------------
Phyllis Grant
#103-1140 Castle Crescent                   700,000               8.69%
Pot Coquitlam, B.C.
Canada
--------------------------------------------------------------------------------
Janeen Curtis
Liberty Holdings Limited                    700,000               8.69%
#13 St. Thomas Road
P.O. Box N-7964
Nassau, Bahamas
--------------------------------------------------------------------------------
Ruth Pearce
25 Steyne Street                            700,000               8.69%
Bognor Regis
Sussex, United Kingdom  POS 1TJ
--------------------------------------------------------------------------------
Andres Robinson
22 Le Bernage, Longueville                  500,000               6.21%
 St. Thomas, Jersey, C.I.
--------------------------------------------------------------------------------
Leroy Halterman
Tiberson Resources Ltd.                        0                    -
11930 Menaul Blvd. N.E. # 107
Albuquerque, New Mexico  87112
--------------------------------------------------------------------------------
Reg Handford
Tiberon Resources Ltd.                         0                    -
11930 Menaul Blvd. N.E., # 107
Albuquerque, New Mexico  87112
--------------------------------------------------------------------------------
Officers and Directors as a group              0                    -
(2 persons)
--------------------------------------------------------------------------------

         (1) This table is based on 8,050,000 shares of Common Stock outstanding
on  March  26, 2000.  Where the  persons listed  on this table have the right to
obtain additional  shares of  common stock  within 60 days  from March 26, 2000,
these  additional  shares  are  deemed  to  be  outstanding for  the  purpose of
computing the percentage of class  owned by such persons, but are not  deemed to
be outstanding for the purpose of computing the percentage of any other person.


                                       20

<PAGE>



CHANGES OF CONTROL

As of the date of this annual  report,  there are no  arrangements  known to the
Company  which may at a  subsequent  date  result in a change of  control of the
Company.


ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as  disclosed  below,  none of the  present  directors,  officers  or
principal  shareholders of the Company,  nor any family member of the foregoing,
nor, to the best of the information and belief of the present  management of the
Company, any of the former directors,  senior officers or principal shareholders
of the  Company,  nor any family  member of such former  directors,  officers or
principal  shareholders,  have or have had any  material  interest,  director or
indirect,  in any  transaction,  within the two years  prior to the date of this
report,  or in any proposed  transaction  which has materially  affected or will
materially affect the Company.  Management  believes the following  transactions
are as fair to the Company  and  similar to terms  which could be obtained  from
unrelated third parties.

1.       Leroy  Halterman  may  provide  geological  services  to the Company in
         furtherance  of its  exploration  program,  for which it is anticipated
         that he would receive compensation. Mr. Halterman's rates for such work
         vary between $350.00 to $500.00 per day, plus expenses.

2.       During the period from April 10, 1998 (inception) to December 31, 1998,
         associates of the sole officer and director of the Company advanced the
         Company  $5,000  for a  legal  retainer  which  was  reimbursed  to the
         associates through the issuance of 2,000,000 shares of common stock.

Messrs.  Halterman and Handford may be deemed to be  "promoters"  of the Company
within the meaning of the rules and regulations promulgated under the Securities
Act of 1933,  as amended.  Messrs.  Halterman  and  Handford  have not  received
anything of value from the Company.



                                       21

<PAGE>


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

(a)      Exhibits:

<TABLE>
<CAPTION>
 REGULATION                                                                                    CONSECUTIVE
 S-B NUMBER                                 EXHIBIT                                            PAGE NUMBER

<S>                 <C>                                                                        <C>
3.1                 Articles of Incorporation (1)<F1>                                              N/A
3.2                 Bylaws (1)<F1>                                                                 N/A
10.1                Agreement between the Company and Carey Whitehead dated April 28,              N/A
                    1998 relating to Falcon claims 25, 26 and 27, located in
                    Manitoba, Canada (1)<F1>
10.2                Agreement for extension of time between the Company and Carey                  ___
                    Whitehead dated March 28, 2000 relating to Falcon claims 25, 26, and 27,
                    located in Manitoba, Canada.
11                  Statement re: Computation of Per Share Earnings                                See
                                                                                                Financial
                                                                                                Statements
27                  Financial Data Schedule                                                         38


---------------------------
<FN>
<F1>
(1)      Incorporated by reference to the exhibits filed with the Company's Form
10-SB dated April 19, 1999.
</FN>
</TABLE>

                                       22

<PAGE>



                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          TIBERON RESOURCES LTD.



Dated: April 13, 2000                     By:    /s/Reg Handford, President
                                             -------------------------------
                                                  Reg Handford, President

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                          DATE
<S>                               <C>                                          <C>

                                  President, Secretary and Treasurer
                                  (Sole Executive Officer)
/s/ Reg Handford                                                                April 13, 2000
------------------------------
Reg Handford

                                   Director
                                   (Sole Director)
/s/ Leroy Halterman                                                             April 13, 2000
------------------------------
Leroy Halterman
</TABLE>


                                       23

<PAGE>











                             Tiberon Resources Ltd.
                          As of and for the year ended
                               December 31, 1999,
                               and for the periods
                          April 10, 1998 (inception) to
                           December 31, 1998 and 1999









                                       F-1

<PAGE>

                             Tiberon Resources Ltd.
                 As of and for the year ended December 31, 1999,
                and for the periods April 10, 1998 (inception) to
                           December 31, 1998 and 1999
                                Table of Contents

                                                                            PAGE
                                                                            ----

Report of Independent Auditors                                                 1

Balance Sheet                                                                  2

Statements of Operations                                                       3

Statement of Changes in Stockholders' Equity                                   4

Statements of Cash Flows                                                       5

Notes to Financial Statements                                               6-10


                                       F-2

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Tiberon Resources Ltd.
Albuquerque, NM


We have audited the accompanying  balance sheet of Tiberon  Resources Ltd. as of
December 31,  1999,  and the related  statements  of  operations,  stockholders'
deficit,  and cash flows for the year ended  December  31,  1999 and the periods
from April 10, 1998  (inception) to December 31, 1998 and 1999.  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  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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  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 Tiberon Resources Ltd. as of
December 31, 1999, and the results of its operations, and its cash flows for the
year ended December 31, 1999 and the periods from April 10, 1998  (inception) to
December 31, 1998 and 1999 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  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a working  capital deficit and a  stockholders'  deficit.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  discussed in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


Stark Tinter & Associates, LLC

/s/ Stark Tinter & Associates, LLC

Denver, Colorado
March 25, 2000


                                       F-3

<PAGE>






                             Tiberon Resources Ltd.
                                  Balance Sheet
                                December 31, 1999


                                     ASSETS

   Current assets:
      Cash                                              $          1,229
                                                        ----------------

                                                        $          1,229
                                                        ================


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

   Current liabilities:
      Accounts payable                                  $          1,157
      Loan payable                                                 4,010
                                                        ================
                                                                   5,167

   Stockholders' (deficit):
      Preferred stock, $0.01 par value,
        1,000,000 undesignated shares authorized                       0
      Common stock, $0.001 par value,
        50,000,000 shares authorized,
        8,050,000 shares issued and outstanding                    8,050
      Additional paid in capital                                  22,955
      Accumulated deficit                                       (34,943)
                                                        ================
   Total stockholders' (deficit)                                 (3,938)
                                                        ----------------

                                                        $          1,229
                                                        ================





    The accompanying notes are an integral part of the financial statements.


                                       F-4

<PAGE>


                             Tiberon Resources Ltd.
                            Statements of Operations

<TABLE>
<CAPTION>

                                                                          April 10, 1998     April 10, 1998
                                                                           (inception)         (inception)
                                                        Year Ended           Through             Through
                                                       December 31,        December 31,       December 31,
                                                           1999                1998               1999
                                                    ==================   ================   =================
<S>                                                 <C>                  <C>                <C>

Revenue                                             $                0   $              0   $               0

Costs and expenses:
  General and administrative                                    24,471              8,558              33,029
  Amortization                                                   1,018                180               1,198
                                                    ------------------   ----------------   -----------------

Loss from operations                                          (25,489)            (8,738)            (34,227)
                                                    ------------------   ----------------   -----------------

Other income (expense):
  Foreign currency transaction gain (loss)                         484            (1,200)               (716)
                                                    ==================   ================   =================
                                                                   484            (1,200)               (716)
                                                    ------------------   ----------------   -----------------

Net (loss)                                          $         (25,005)   $        (9,938)   $        (34,943)
                                                    ==================   ================   =================

Per share information:

  Weighted average number
  of common shares outstanding - basic and diluted           8,050,000          5,091,887           6,805,714
                                                    ==================   ================   =================

Net (loss) per common share - basic and diluted     $     (0.00)         $    (0.00)        $    (0.01)
                                                    ==================   ================   =================
</TABLE>





    The accompanying notes are an integral part of the financial statements.

                                       F-5

<PAGE>


                             Tiberon Resources Ltd.
                       Statement of Stockholders' Deficit
       For the Period April 10, 1998 (inception) through December 31, 1999


<TABLE>
<CAPTION>

                                           Common Stock                Additional        Accumulated
                                      Shares           Amount        Paid in Capital       Deficit            Total
                                  =====================================================================================
<S>                                <C>             <C>             <C>                  <C>               <C>

Balance,  April 10, 1998               0.00        $     0.00      $       0.00         $      0.00       $       0.00

Issuance of stock for
  repayment of advances
  at $0.0025 per share              2,000,000           2,000             3,000                  0               5,000

Issuance of stock for
  cash at $0.0025 per share
  (net of issuance costs)           6,000,000           6,000             6,547                                 12,547

Issuance of stock for
  cash at $0.30 per share
 (net of issuance costs)               50,000              50            13,408                                 13,458

Net (loss) for the period ended
December 31, 1998                           0               0                 0             (9,938)             (9,938)
                                   ----------      ----------      ------------         -----------       -------------

Balance, December 31, 1998          8,050,000           8,050            22,955             (9,938)             21,067

Net (loss) for the year ended
December 31, 1999                           0            0.00              0.00            (25,005)            (25,005)
                                   ----------      ----------      ------------         -----------       -------------

Balance, December 31, 1999          8,050,000      $    8,050      $     22,955         $  (34,943)       $     (3,938)
                                   ==========      ==========      ============         ===========       =============
</TABLE>








    The accompanying notes are an integral part of the financial statements.

                                       F-6

<PAGE>


                             Tiberon Resources Ltd.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                              April 10, 1998       April 10, 1998
                                                                                (inception)          (inception)
                                                          Year Ended              Through              Through
                                                         December 31,          December 31,         December 31,
                                                             1999                  1998                 1999
                                                      ------------------   --------------------   ------------------
<S>                                                   <C>                   <C>                   <C>

Cash flows from operating activities:
Net (loss)                                            $          (25,005)   $           (9,938)   $         (34,943)
Adjustments to reconcile net (loss) to net
  cash used in operating activities:
  Amortization                                                      1,018                   180                1,198
  (Increase) decrease in prepaid expenses                             757                 (757)                    0
  Increase in accounts payable                                      1,157                  0.00                1,157
                                                      -------------------   -------------------   ------------------
Net cash (used in) operating activities                          (22,073)              (10,515)             (32,588)
                                                      -------------------   -------------------   ------------------

Cash flows from investing activities:
  Organization costs                                                    0               (1,198)              (1,198)
                                                      -------------------   -------------------   ------------------
Net cash (used in) investing activities                                 0               (1,198)              (1,198)
                                                      -------------------   -------------------   ------------------

Cash flows from financing activities:
  Proceeds from loan                                                4,010                     0                4,010
  Proceeds from stock issuance, net of
    issuance costs                                                      0                26,005               26,005
  Proceeds from advances                                                0                 5,000                5,000
                                                      -------------------   -------------------   ------------------
Net cash provided by financing activities                           4,010                31,005               35,015
                                                      -------------------   -------------------   ------------------

Net increase (decrease) in cash                                  (18,063)                19,292                1,229

Beginning cash                                                     19,292                     0                    0

                                                      -------------------   -------------------  -------------------
Ending cash                                           $             1,229   $            19,292  $             1,229
                                                      ===================   ===================  ===================



Supplemental cash flow information:
    Cash paid for:   interest                                           0                     0                    0
                     income taxes                                       0                     0                    0

Non-cash investing and financing activities:
   Issuance of common stock as repayment of
advances                                              $                 0   $             5,000  $             5,000

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-7

<PAGE>




                             Tiberon Resources Ltd.
                          Notes to Financial Statements


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was  incorporated  on April 10,  1998,  in the State of Nevada.  The
Company has  entered  into an  agreement  to purchase  mineral  property  claims
located in Manitoba, Canada. The Company is in the exploration stage and intends
to invest in mineral properties.

Basis of reporting

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

The Company has experienced  recurring losses from operations as a result of its
investment  in  professional  and  consulting  fees  necessary  to  achieve  its
operating  plan which is long-range in nature.  For the year ended  December 31,
1999 and for the periods  April 10, 1998  (inception)  to December  31, 1998 and
1999  the  Company   realized  net  losses  of  $25,005,   $9,938  and  $34,943,
respectively. At December 31, 1999, the Company has a working capital deficit of
$3,938 and a stockholders' equity deficit of $3,938.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure  financing,  increase  ownership equity and attain  profitable
operations.  In addition,  the Company's  ability to continue as a going concern
must  be  considered  in  light  of the  problems,  expenses  and  complications
frequently  encountered by entrance into established markets and the competitive
environment in which the Company operates.

The Company is pursuing  financing  for its  operations  and seeking  additional
private  placement  investments.  The Company  then intends to invest in mineral
properties  and begin  operations.  Failure to secure such financing or to raise
additional private placement  investment may result in the Company depleting its
available funds and not being able pay its obligations or begin operations.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.



                                       F-8

<PAGE>

                             Tiberon Resources Ltd.
                          Notes to Financial Statements

Exchange Act Guide 7

The Securities and Exchange  Commission's  Exchange Act Guide 7 "Description  of
property by issuers engaged or to be engaged in significant  mining  operations"
requires  that mining  companies  in the  exploration  stage should not refer to
themselves as  development  stage  companies in the financial  statements,  even
though such companies  should comply with Financial  Accounting  Standards Board
Statement No. 7, if applicable. Accordingly the Company has not been referred to
as being a development stage company.

Net loss per common share

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" ("SFAS No. 128").  Basic  earnings per common share ("EPS")
calculations  are determined by dividing net loss by the weighted average number
of shares of common  stock  outstanding  during the year.  Diluted  earnings per
common share  calculations are determined by dividing net income by the weighted
average  number  of  common  shares  and  dilutive   common  share   equivalents
outstanding.

Estimates

The  preparation  of the  Company's  financial  statements  in  conformity  with
generally accepted accounting  principles  requires the Company's  management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.

Cash and Cash Equivalents

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when earned.

Financial Instruments

The carrying  amounts for the Company's cash and cash  equivalents  and accounts
and loans payable approximate fair value.

                                       F-9

<PAGE>


                             Tiberon Resources Ltd.
                          Notes to Financial Statements

Foreign Currency Exchange and Translation

The functional  currency of the Company is the U.S. dollar. The Company also has
a Canadian  dollar  bank  account  it uses for some  operations.  For  reporting
purposes,  the financial  statements are presented in U.S. dollars in accordance
with  Statement of  Financial  Accounting  Standards  No. 52,  Foreign  Currency
Translation.  The balance sheet is translated into U.S.  dollars at the exchange
rates  prevailing at the balance sheet date and the statement of operations  and
cash flows at the average rates for the relevant  periods.  The Company does not
use  foreign  exchange  contracts,  interest  rate swaps,  or option  contracts.
Foreign currency transaction gains and (losses), for the year ended December 31,
1999,  and the periods April 10, 1998  (inception) to December 31, 1998 and 1999
were $484, $(1,200),  and $(716),  respectively and are included in other income
(expense).

Comprehensive income

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income." SFAS 130 establishes standards for reporting
and displaying  comprehensive  income, its components and accumulated  balances.
SFAS 130 is effective for periods beginning after December 15, 1997. The Company
adopted SFAS 130 in 1998.

Recent Pronouncements

The  FASB  recently  issued   Statement  No  137,   "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".  The
rule now will apply to all fiscal  quarters of all fiscal years  beginning after
June 15,  2000.  In June 1998,  the FASB issued SFAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. The Statement  permits early adoption as
of the beginning of any fiscal  quarter after its issuance.  The Statement  will
require the Company to recognize  all  derivatives  on the balance sheet at fair
value.  Derivatives  that are not hedges must be adjusted to fair value  through
income.  If the  derivative  is a hedge,  depending  on the nature of the hedge,
changes in the fair  value of  derivatives  will  either be offset  against  the
change in fair  value of the hedged  assets,  liabilities,  or firm  commitments
through  earnings or recognized in other  comprehensive  income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be  immediately  recognized in earnings.  The Company has not
yet  determined  if it will early adopt and what the effect of SFAS No. 133 will
be on the earnings and financial position of the Company.



                                       F-10

<PAGE>

                             Tiberon Resources Ltd.
                          Notes to Financial Statements

Note 2.  STOCKHOLDERS' EQUITY

During the period from April 10, 1998 to December 31, 1998,  6,000,000 shares of
stock were issued to various investors at $0.0025 per share for cash of $15,000,
pursuant to the Company's Regulation D, Rule 504 offering ("Rule 504"). Issuance
costs were $2,453.

In addition,  during September 1998 the Company completed a second Regulation D,
Rule 504 offering and issued  50,000 shares of its $0.001 par value common stock
to various investors at $0.30 per share for cash of $15,000. Issuance costs were
$1,542.

Note 3. COMMITMENTS AND CONTINGENCIES

The Company  extended an Agreement  on March 28, 2000,  to acquire the rights to
mineral  claims and explore for copper,  nickel and cobalt in Manitoba,  Canada.
The agreement is made with an unrelated third party.  The terms of the agreement
require  the  Company  to pay a total  of  $50,000  of which  $25,000  is due on
September 28, 2000, and $25,000 is due on September 28, 2001.

The  agreement  also  requires  the  Company to fund a $40,000  work  program by
September  28, 2000,  and an  additional  $50,000 work program by September  28,
2001.

Note 4.  RELATED PARTY TRANSACTIONS

During the period from April 10, 1998 to December  31, 1998,  associates  of the
sole officer and director of the Company advanced the Company $5,000 for a legal
retainer  which  was  reimbursed  to the  associates  through  the  issuance  of
2,000,000 shares of common stock.

Note 5.  LOAN PAYABLE

On December 21, 1999, an unrelated party loaned the Company  $4,010.  The amount
is due one year from the date of the loan. The loan has an interest rate of five
percent.

Note 6.  INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 (FAS 109),  "Accounting for Income Taxes",  which requires use
of the  liability  method.  FAS  109  provides  that  deferred  tax  assets  and
liabilities  are  recorded  based on the  differences  between  the tax bases of
assets and  liabilities  and their  carrying  amounts  for  financial  reporting
purposes,  referred  to  as  temporary  differences.  Deferred  tax  assets  and
liabilities at the end of each period are determined


                                       F-11

<PAGE>

                             Tiberon Resources Ltd.
                          Notes to Financial Statements


using the currently  enacted tax rates applied to taxable  income in the periods
in which the deferred tax assets and  liabilities  are expected to be settled or
realized.

Income  tax  provision  (benefit)  for income  taxes  differs  from the  amounts
computed by applying the statutory federal income tax rate of 34% as a result of
the following:

<TABLE>
<CAPTION>
                                                                           April 10,       April 10,
                                                                              1998          1998
                                                               Year       (inception)    (inception)
                                                              Ended         through        through
                                                             December      December        December
                                                             31,1999       31, 1998        31, 1999
                                                            ---------     ----------      ----------
<S>                                                         <C>           <C>             <C>
Computed "expected" tax provision (benefit)                  ($8,500)      ($3,400)        ($11,900)
Valuation allowance                                            8,500         3,400           11,900
                                                            ---------     ----------      ----------
                                                             $    -       $     -         $      -
                                                            =========     ==========      ==========

</TABLE>

The net change in valuation allowance for the year ended December 31, 1999 was
$5,100.

The types of  temporary  differences  between  the tax basis of assets and their
financial  reporting  amounts  that give rise to a  significant  portion  of the
deferred tax asset are as follows:

                                                    Temporary       Tax
                                                    Difference     Effect
                                                    ----------     ------
Net operating loss carryforward:                     $35,000       $7,000
                                                    ==========     ======


The net operating loss carry forward will expire in the year 2019.



                                        F-12