UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

                                  Amendment #1

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

                     For the Fiscal Year Ended May 31, 2000

                         Commission File Number 0-30368



                         American Precious Metals, Inc.



        Delaware                                       22-3489463
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)



                  260 Garibaldi Avenue, Lodi, New Jersey 07644
          ------------------------------------------------------------
                    (Address of principal executive offices)


                                 (973) 335-4400
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

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

                         Common Stock $.00001 par value
                                 Title of Class

     Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
  1934 during the proceeding 12 months and (2) has been subject to such filing
                       requirements for the past 90 days.


               X Yes                                         No
           -------------                               --------------

       The registrant's revenues for its most recent fiscal year were: $0

     The number of shares  outstanding of the registrant's class of common stock
on August 17, 2000 was 8,420,544 shares.

     The aggregate  market value of voting stock held by  non-affiliates  of the
registrant was approximately $842,054 as of May 31, 2000.

<PAGE>






                         AMERICAN PRECIOUS METALS, INC.
                                  FORM 10-KSB/A
                     For the fiscal year ended May 31, 2000



                                TABLE OF CONTENTS

                                                                           Page
                                     PART I

Item 1.    Description of Business                                           3

Item 2.    Description of Properties                                         3

Item 3.    Legal Proceeding                                                  3

Item 4.    Submission of Matters to a Vote of Security Holders               3


                                     PART II


Item 5.    Market for Common Equity and Related Stockholder Matters          4

Item 6.    Management's Discussion and Analysis or Plan of Operations        5

Item 7.    Financial Statements                                              6

Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure                                              6


                                    PART III


Item 9.    Directors, Executive Officers, Promoters and Control Persons,     6
           Compliance with Section 16(a) of the Exchange Act

Item 11.   Executive Compensation                                            8

Item 12.   Security Ownership of Certain Beneficial Owners and Management    8

Item 13.   Exhibits and Reports on Form 8-K                                 10

Signatures                                                                  11

Index to Financial Statements                                              F-1

                                        2
<PAGE>



Item 1. Description of Business

     American Precious Metals, Inc., (the "Company") was originally organized as
Lucky Seven Gas and Minerals,  Inc., under the laws of the State of Pennsylvania
on July 16, 1984. The name was changed to Lucky Seven Gold Mines,  Inc. June 24,
1996.  American Precious Metals,  Inc was formed January 13, 1998 under the laws
of the State of Delaware.  On March 16,1998 Lucky Seven Gold Mines,  Inc. merged
into American Precious Metals, Inc., the surviving corporation.

     The Company intends to process precious metals using  environmentally  safe
process.  The Company is working on several joint ventures with mining companies
in North America.  The Company also,  intends to introduce  mining companies for
possible acquisition, joint ventures and financing.


Item 2. Description of Property

     The Company  currently has 350,000 shares of Birch Mountain  Resources Ltd.
and the Company does not own or lease any real or personal property. The Company
currently  operates  without  charge  out of  space  donated  by  the  Company's
President, Jack Wagenti, at 260 Garibaldi Avenue, Lodi, NJ 07644, his home.

     The  Company has no policy with  respect to  investments  in real estate or
interest in real estate and no policy with respect to investments in real estate
mortgages.  Further,  the Company has no policy with respect to  investments  in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Item 3. Legal Proceedings

     None

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

     No matters were  submitted to a vote of the security  holders during fiscal
year ending May 31, 2000.

                                        3
<PAGE>


                                     PART II

Item 5. Market Price for Common Equity and Related Stockholder Matters

Market Information:

     The Company's Common Stock was approved for trading on July 22, 1999 on the
Electronic Pink Sheets and February 2000 on the Over the Counter  Bulletin Board
under the  Symbol  "ANPC."  There is no  assurance  that the  Common  Stock will
continue  to  be  quoted  or  that  any  liquidity   exists  for  the  Company's
Shareholders.  The following  table sets forth the monthly trade of high and low
prices for the Company's Common Stock on the Electronic Pink Sheets and Over the
Counter Bulletin Board during the inception of trading.

     Monthly:                    High              Low
    ---------                    -----             -----
    July 22,1999                 $0.03             $0.03
    August 23,1999               $0.11             $0.11
    September 23,1999            $0.156            $0.156
    October 22, 1999             $0.062            $0.062
    November 22, 1999            $0.20             $0.187
    December 23, 1999            $0.18             $0.125
    January 21, 2000             $0.11             $0.11
    February 23, 2000            $0.15             $0.15
    March 23, 2000               $0.20             $0.20
    April 24, 2000               $0.187            $0.187
    May 23, 2000                 $0.10             $0.10

    The Source of this  information  is  Quicken.com;  quotation  services  and
broker-dealers  making a market in the  Company's  Common  Stock.  These  prices
reflect inter-dealer prices, without retail markup,  mark-down or commission and
may not represent actual transactions.

     The closing  sale price of the Common  Stock  reported on the OTC  Bulletin
Board on September 1, 2000 was $0.165.

Holders

     As of May 31, 2000, there were approximately 227 holders of record of the
Company's Common Stock (this number does not include  beneficial owners who hold
shares at broker/dealers in "street-name").

Dividends

     The Company has paid no cash  dividends on its Common Stock and  management
does not anticipate that such dividends will be paid in the foreseeable future.

                                        4
<PAGE>

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

     The Company is considered to be in the development  stage as defined in the
Statement of Financial Accounting  Standards ("FASB") No.7.  Management believes
it will be able to satisfy its cash  requirements  through  debt  financing  and
sales of equity  through  private  placements  during  the next  twelve  months.
However,  there can be no  assurance  that the Company will be able to raise the
financing  required.  The Company  intends to acquire,  develop,  process and/or
operate  junior  mining  companies   through  majority  owned   subsidiaries  or
investment in other mining companies  through venture capital  arrangements.  If
successful in acquisition program, the employees would increase in proportion to
the  company's  acquired.  At the present time the Company has not submitted any
proposals for potential acquisition.

     In the  next  twelve  months,  the  Company  plans  to  seek  out  business
opportunity  candidates.  To date,  the Company has  introduced  Birch  Mountain
Resources to several  analytical  labs and processes and a Finders Fee Agreement
has been  signed.  The  Board of  Directors  of Birch  Mountain  Resources  have
approved an agreement  dated the 25th day of June,  1999 with American  Precious
Metals, Inc. American Precious Metals, Inc. has received 350,000 shares of Birch
Mountain   Resources  common  stock  as  a  finder's  fee  in  consideration  of
introductions  to third  parties who have  materially  advanced the research and
development  of any assay  procedure.  150,000  common shares shall be issued to
American  Precious  Metals,  Inc.  upon a proprietary  assay  procedure on Birch
Mountain Athabasca Project. The total value, see note seven Other Matters, Notes
to the Financial Statement.  The Company received the shares in May of 2000. The
Company plans to introduce other mining  companies and the Company believes that
this plan of  operations  can be  conducted  through  the  efforts  of a current
officer and will not require any additional funds. The Company  anticipates that
the  business  opportunities  will be  available  through  the  contacts of Jack
Wagenti, the Company's President. The Company anticipates that the investigation
of specific mining opportunities and the negotiation,  drafting and execution of
relevant agreements, and other instruments will be done by Jack Wagenti or under
his  direction.  The  Company  plans  to  investigate,  to the  extent  believed
reasonable  by us,  such  potential  mining  opportunities.  Due to our  limited
experience and resources in business  analysis,  the Company may not discover or
adequately evaluate adverse facts about a potential mining opportunity.

     Inasmuch as the Company  will have  limited  funds  available  to us in our
search  for  mining  opportunities,  the  Company  will  not be able  to  expend
significant funds on a complete and exhaustive investigation of potential mining
opportunities.  The Company  anticipates  that it will incur nominal expenses in
the  implementation of our business plan described  herein.  Because the Company
has no capital  with  which to pay these  expenses,  the sale of Birch  Mountain
shares may have to be sold to cover expenses. At the present time Birch Mountain
shares are not trading.  President Jack Wagenti intends to pay all expenses with
personal  funds as loans to the Company.  The company will be closing on 450,000
common  shares of a private  placement  for  accredited  investors on August 25,
2000.

     The Company's  management  has no future  obligation to provide the Company
with future loans or  contributions.  The failure of our  management  to provide
loans or  contributions  in the future could prevent the Company's  plan to seek
out business opportunities.

     YEAR  2000  COMPLIANCE.  The  Company  does  have  a  computer  that  is in
compliance with the year 2000. Management does not anticipate that there will be
any consequences,  material or immaterial,  negative or positive, to the Company
as a result  of the Year  2000  computer  problems.  As a result  of a  Business
Combination or merger,  however,  the Company may inherit  computer systems that
are not Year 2000 compliant,  or enter into contracts or business  dealings with
suppliers,  contractors, or others that are not Year 2000 compliant.  Management
cannot   anticipate   the  impact  of  such  future   occurrences.   Failure  to
satisfactorily  address the Year 2000 issue could have a material adverse effect
on the Company.

                                        5
<PAGE>

Item 7. Financial Statements

     The financial  statements  required by this Item are set forth beginning on
page F-1 hereof.


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

           None



                                    PART III


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

                                    Position
                                    With                    Year First became
Name                      Age       Company                 Director or Officer
--------------------------------------------------------------------------------

Dr. Emanuel Ploumis       73        CEO/Director                    1996

Jack Wagenti              63        President/Director              1996

Jonathan E. Downs         24        Secretary/Treasurer             1998

Charles A. Fitzpatrick    52        Director                        1998

Thomas F. August          47        Director                        1998

Brian Russell             71        Director                        1998

Dale Truesdell            57        Director                        1998


     Each  director  serves until the next annual  meeting of  Shareholders  and
until his respective successor is duly elected and qualifies; Executive officers
are elected by the Board to serve at the discretion of the directors.

                                        6
<PAGE>

Dr. Emanuel Ploumis, D.D.S., Chairman of the Board / Director / CEO
-------------------------------------------------------------------
     Dr.  Ploumis has been in dental  practice  since  receiving his DDS (Temple
University,  1961). Also, he is the former President of the Chester and Delaware
County Dental Society. Dr. Ploumis has served extensively as a consultant to the
courts and clients in legal issues.  Dr Ploumis has been actively  engaged as an
explorationist   for  more   than  15  years   with  a  small   group  of  other
explorationists  tracking for precious metal deposits. The discovery of "Manny's
Mountain" in Pennsylvania was an outcome of this activity.

Mr. Jack Wagenti, President / Director
--------------------------------------
     Mr. Wagenti was formerly a Director and Secretary with Universal Turf, Inc.
and helped  structured the company to go public.  He was formerly a Director and
President of Santa Fe Gold Mines, Inc. Mr. Wagenti was a Director with Greenleaf
Technology, Inc. a public corporation.



Mr. Charles A. Fitzpatrick, Esq., Director
------------------------------------------
     Mr.  Fitzpatrick was admitted to the bar in 1976,  Pennsylvania  and United
States Court of Appeals for the Third Circuit; and 1985, Maryland; Supreme Court
of the United States,  1990. Graduated from St. Joseph's Preparatory School; St.
Joseph's University (B.A. 1969). United States Navy, 1969-1972.  Also, graduated
from the  University of  Pennsylvania  (J.D.  1976).  Law Clerk to The Honorable
Edmund S. Pawelec,  1976-1978.  Mr.  Fitzpatrick is a member of the Philadelphia
and  Pennsylvania  Bar  Associations,  Defense  Research  Institute and American
Academy of Hospital Attorneys.

Mr. Thomas F. August, M.S., RPH., Director
------------------------------------------
     Mr.  August  graduated  Philadelphia  College of  Pharmacy  and Science and
received a Master Degree in Pharmacy and Chemistry. Mr. August was an Analytical
Chemist for Merck  Pharmaceutical  and became Senior Analytical Chemist at Merck
Institute for Therapeutic Research. Mr. August was Toxicology Lab Manager at the
Hospital  of the  University  of  Pennsylvania.  In 1992 he worked  at  Sterling
Winthrop Pharmaceuticals and was team leader for the NIC Development Program. Mr
August is presently employed at United Chemical  Technologies,  Inc. where he is
manager of Laboratory Services.

Mr. Dale B. Truesdell, B.S., M.S., Director
-------------------------------------------
     Mr. Truesdell,  graduated from the University of Massachusetts and received
his B.S. in Geology in 1970 and his M.S. in 1974. Mr.  Truesdell worked at Dames
& Moore doing geologic  mapping for a proposed  nuclear power plant.  As a field
geologist  for  Bendix  Field  Engineering  Corp.,  he  investigated   resources
potential  for  uranium  in small and large  scale  areas.  At  Morrison-Knudsen
Engineers  he did studies of rock and soil for major  construction  projects and
provided  technical  geologic  support  for a major  superfund  litigation.  Mr.
Truesdell is also a certified  Secondary  school teacher for General Science and
Earth  Science.   Mr.  Truesdell  is  listed  in  many  publications   regarding
Radioactive  Placers,  Uranium  Potential,  and Uranium  Resource  Evaluation in
several states.

                                        7
<PAGE>

Mr. Brian G. Russell, Director
------------------------------
     Mr. Russell,  graduated from the University of  Witwatersrand  in 1951 with
degrees in geology and chemistry.  He worked for nineteen years with the Council
for Mineral  Technology  (MINTEK) in South  Africa  doing  analytical  research,
established  an  X-Ray   Fluorescence   Section  and  directed  the  Development
Metallurgical  Process  Technology.  While at MINTEK he presented  and published
many scientific papers and supervised several masters and doctorate degrees.  In
1974  he was  appointed  Director  of the  South  African  Minerals  Bureau  and
represented South Africa on the International  Standards  Organization Committee
for the  standardization  of Ferro alloys and received an award for  meritorious
service from the American  Institute  for Mining,  Metallurgical  and  Petroleum
Engineers.  Mr. Russell of presently a consultant for USA and Canadian companies
that develop precious metals.

Mr. Jonathan Exter Downs, Secretary/Treasurer
---------------------------------------------
     Mr. Downs is a graduate of Mountain  Lakes High School and has received his
BA from Curry  College in Milton,  Massachusetts,  May of 1998.  Mr. Downs was a
deans list student.  Mr. Downs has traveled extensively in Europe and Africa and
is the son of Barry Downs,  Senior Vice President with the investment firm, Legg
Mason Wood  Walker,  where he is an  authority  on gold and gold mining  shares.
Jonathan is also the grandson of John Exter, an economist and central banker.


Item 11. Executive Compensation

     No  compensation  has teen  awarded to,  earned by, or paid to Officers and
Directors,  during  the  last  completed  fiscal  year or as of the  date of the
filing.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth,  as of the date of this report the stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the  Company's  Common  Stock,  each  executive  officer  and
director individually and all executive officers and directors of the Company as
a group.  No other class of voting  securities  is  outstanding.  Each person is
believed  to have sole  voting and  investment  power over the shares  except as
noted.

                                        8
<PAGE>

(a)      Security ownership of certain beneficial owners
--------------------------------------------------------

                 Name and                           Amount and
                 Address of                         Nature of
                 Beneficial                         Beneficial         Percent
Title of Class   Owner                              Owner              of Class
-------------------------------------------------------------------------------
 Common          Haber Inc.                          510,417            6.07%
                 470 Main Rd
                 Towaco, NJ 07082

(b)      Security ownership of management
------------------------------------------
                 Name and                           Amount and
                 Address of                         Nature of
                 Beneficial                         Beneficial         Percent
Title of Class   Owner                              Owner              of Class
--------------------------------------------------------------------------------
 Common          Dr. Emanuel Ploumis(1)             1,500,000          17.8%
                 436 Market Street
                 Oxford, PA 19363

 Common          Jack Wagenti(2)                    1,500,000          17.8%
                 260 Garibaldi Ave
                 Lodi, NJ 07644


 Common          Jonathan E. Downs(3)               1,400,000          16.6%
                 27 Bush Lane
                 Denville, NJ 07834

Common          Charles A. Fitzpatrick, Esq.(4)       50,000           0.6%
                 1111 Childs Ave
                 Drexell, PA 19026

 Common          Thomas F. August(4)                   50,000           0.6%
                 308 E. Ashland Ave
                 Glenholden, PA 19036


 Common          Brian Russell(4)                      50,000           0.6%
                 52 Doris Street
                 Kensington, South Africa 2094

 Common          Dale Truesdell(4)                     25,000           0.3%
                 78 Reynolds Road
                 Shelburne, MA 01370

 Common          Includes all Officers and          4,575,000          54.3%
                 Directors of the Company
                 As a group (7 persons)

(1)  Dr.  Emanuel  Ploumis is Chairman of the Board of Directors  and CEO of the
     Company.

(2)  Jack Wagenti is President and Director of the Company.

(3)  Jonathan E. Downs is Secretary/Treasurer of the Company.

(4)  Charles A.  Fitzpatrick,  Esq.,  Thomas F. August,  Brian  Russell and Dale
     Truesdell are Directors of the Company.

                                        9
<PAGE>

Item 13. Exhibits and Reports on Form 8-K


     Exhibits

     The following  exhibits marked with a footnote  reference were filed with a
registration statement,  which will automatically become effective on January 8,
2000 under the Securities Act of 1933, as amended (the  "Securities  Act"),  and
are incorporated herein by this reference. If no footnote reference is made, the
exhibit is filed with this Report.

Number     Exhibit

 3.1       Certificate  of  Incorporation  of Company filed with the Secretary
           of State of Delaware on January 13, 1998.  (1)

 3.2       Copy of the by-laws of the Company.  (1)

 3.3       Specimen Stock Certificate.  (1)

 10.1      Copy of Agreement with Birch Mountain Resources.  (2)

  27       Financial Data Schedule.
-------------------------------------

     (1) Filed as an Exhibit to the Company's Form 10SB filed November 8, 1999
         and incorporated herein by this reference.

     (2) Filed as an Exhibit to the Company's Form 10QSB filed December 30, 1999
         and incorporated herein by this reference.

  Reports on Form 8-K
     None


                                       10
<PAGE>




                                   SIGNATURE


     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant caused this registration  statement to be signed on the behalf by the
undersigned, thereunto duly authorized.


                                            AMERICAN PRECIOUS METALS, INC.


Date: September 6, 2000                     By:/s/Jack Wagenti
                                            ------------------
                                                  Jack Wagenti
                                                  President



                                       11
<PAGE>






                         AMERICAN PRECIOUS METALS, INC.
                          (A Development Stage Company)
                    TABLE OF CONTENTS TO FINANCIAL STATEMENTS


                                                                           Page


Report of Independent Certified Public Accountants .  . .  . . . . . . . .  F-2



Balance Sheet for the fiscal years ended May 31, 2000 and 1999 . . . . . ...F-3



Statement of Operations and Accumulated Deficit -
for the fiscal years ended May 31,2000 and 1999 . . . . . . . . . . . . . . F-4



Statement of Cash Flows -
For the fiscal years ended May 31,2000 and 1999. . . . . . . . . . . . .  . F-5



Statement of Stockholder's Deficiency -
For the period from inception (June 1, 1996) through May 31, 2000 . . . . ..F-6



Notes to Consolidated Financial Statements .  . . . . . . . . . . . . . . ..F-9




                                      F-1

<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Stockholders and Board of Directors
American Precious Metals, Inc.
260 Garibaldi Avenue
Lodi, N.J. 07644


Gentlemen and Madames:

     We have audited the  accompanying  comparative  balance  sheets of American
Precious  Metals  as of May  31, 2000  and  1999  and the  related  comparative
statements of operations and accumulated  deficit,  and cash flows for the years
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position as of May 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then ended 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 4 to the
financial statements,  the Company has suffered recurring losses from operations
and, as of May 31,2000 has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 4. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

     Our audits were made to form an opinion on the basic  financial  statements
taken as a whole.  The  supplemental  schedules to the financial  statements are
presented to comply with rules and regulations under the Securities and Exchange
Act of  1934  and are not  otherwise  a  required  part of the  basic  financial
statements.  The supplementary schedule of changes in stockholder's  deficiency,
the  supplementary  schedule of  operations  and  accumulated  deficit,  and the
supplementary  schedule of cash flows are  presented  for purposes of additional
analysis and are not a required  part of the basic  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/GERALD BRIGNOLA, CPA.,PA
   August 17, 2000
   Hackensack, NJ
                                      F-2
<PAGE>



                          AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
                                  BALANCE SHEET
                              May 31, 2000 and 1999

                                                   ** 2000 **        ** 1999 **
                                     ASSETS
CURRENT ASSETS
  Cash in bank                                     $       63        $    5,604
 Prepaid expenses                                         100
                                                   -----------       -----------
    Total Current Assets                                  163             5,604

PROPERTY & EQUIP
  Equipment                                            11,567            11,567
    Less Depreciation                              (    1,913)        (     378)
                                                   -----------        ----------
                                                        9,654            11,189
OTHER ASSETS

  Security deposit                                          0               675
                                                   -----------        ----------
                                                            0               675
                                                   -----------        ----------
    TOTAL ASSETS                                   $    9,817        $   17,468
                                                   ===========        ==========



                                 LIABILITIES AND
                            STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable                                     10,077            12,291
  Fed & state tax payable                                 200
  Loan payable                                         37,876            23,976
  Deposit payable                                      10,000
                                                   ----------         ----------
    TOTAL CURRENT LIAB.                                58,153            36,267

STOCKHOLDER'S EQUITY
  Common stock (50,000,000 shares authorized
  6,922,159 and 6,922,159 issued, par                   6,928             6,923
    value .001, respectfully
  1,498,385 and 1,493,385 issued, par
    value .00001, respectfully)                            14                14
                                                   ----------        -----------
                                                        6,942             6,937
  Paid in capital                                     336,745           336,750

  Accumulated (deficit)                            (  392,023)        ( 362,486)
                                                   ----------        -----------

    TOTAL STOCKHOLDERS' (DEFICIENCY)               (   48,336)        (  18,799)
                                                   ----------        -----------

    TOTAL LIABILITIES &
           STOCKHOLDERs' DEFICIENCY                $    9,817        $   17,468
                                                   ==========        ===========

See accountants' report and notes to financial statements

                                      F-3
<PAGE>

                          AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
                 STATEMENTS OF OPERATIONS & ACCUMULATED DEFICIT
                        Year ended May 31, 2000 and 1999

                                                  ** 2000 **          ** 1999 **

OPERATING EXPENSES
  Entertainment                                 $     2,826          $    3,589
  Travel                                              1,756              14,586
  Supplies                                              181                 261
  Laboratory costs                                      223               8,709
  Small equipment/tools                                                     206
  Professional fees                                  11,802               8,430
  Automobile expense                                  1,290               2,754
  Interest & bank charges                               183                 222
  Consulting fees                                                           279
  Depreciation                                        1,535                 378
  Dues & subscriptions
  Insurance                                             225                  23
  License & fees
  Legal                                                                   3,184
  Maintenance                                           181                 776
  Office expense                                      2,809               4,481
  Rent and lease expense                             3, 175              37,145
  Property tax                                                              347
  Corp tax/annual rept                                  400                 360
  State corporate tax                                                       715
  Telephone                                           2,951               4,563
                                                -----------          -----------
TOTAL OPERATING EXPENSES                             29,537              91,008
                                                -----------          -----------

                                                -----------          -----------
NET INCOME/-LOSS                                     29,537         (    91,008)
Accumulated (deficit)-beginning                (    362,486)        (   271,478)
                                                -----------          -----------
Accumulated (deficit)-ending                   ($   392,023)        ($  362,486)
                                                ===========          ===========
Earnings per share                                 ($0.0466)           ($0.0430)
                                                ===========          ===========



See accountants' report and notes to financial statements

                                      F-4
<PAGE>

                          AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                        Year ended May 31, 2000 and 1999
                                                   ** 2000 **         ** 1999 **
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Income / (Loss)                             ($  29,537)        ($  91,008)


Adjustments to reconcile net income to net
cash provided by operating activities

Increase / (decrease) in cash:
  Depreciation                                         1,535                378
  Prepaid                                         (      100)
  Deposits                                               675
  Investments
  Accounts payable                                (    2,214)             3,468
  Fed & St taxes payable                                 200
  Deposits payable                                    10,000
                                                  -----------        -----------

Net cash provided by operating activities         (   19,441)        (   87,162)



CASH FLOWS FROM INVESTING ACTIVITIES
  Sale of Stock                                            0             69,000
  Sale / (purch):  fixed assets                            0         (   11,567)
                                                  -----------        -----------
Net cash used by investing activities                      0             57,433



CASH FLOWS FROM FINANCING ACTIVITIES

  Increase in loans payable                           13,900             23,976
                                                  -----------        -----------
Net cash provided by financing activities             13,900             23,976
                                                  -----------        -----------
Net increase in cash and cash equivalent          (    5,541)        (    5,753)



 Cash - beginning of year                              5,604             11,357
                                                  ------------       -----------
 Cash - end of year                                $      63         $    5,604
                                                  ============       ===========


See accountants' report and notes to financial statements

                                      F-5
<PAGE>

                         AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
          SUPPLEMENTARY SCHEDULE OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 Cumulative from Inception through May 31, 2000

<TABLE>
<CAPTION>


                                                                                        Deficit
                                                                                        Accumulated       Total
                                                                       Additional       During            Stock-
                                        Common  Stock                  Paid In          Development       holders
                                    Shares           Amount            Surplus          Stage             Deficiency
                                    --------------------------------------------------------------------------------
<S>                                 <C>              <C>               <C>              <C>               <C>
LUCKY SEVEN GOLD MINES, INC
---------------------------

Issuance of Common
Stock for Services
Directors & Officers                5,775,000        $5,775            $                $                 $   5,775
5/31/96

Issuance of Common
Stock for Services
& Consulting                          770,000           770                                                     770
5/31/96

Shares Issued for
Previous Payments of
Blackhawk Lease
5/31/96                               320,000           320                                                     320

Sale of Common Stock
for Cash in Private
Offering 6/1/96 thru
5/31/97                               118,100           118              117,982                            118,100

Shares Issued In
Exchange of Amerigold
& Sante Fe Common
Stock 10/7/96 thru
5/31/97                             1,323,344         1,332                                                   1,332

Common Stock
Rescinded 11/21/97                 (1,720,000)       (1,720)                                                 (1,720)

Issuance of
Common Stock for
Cash in Private
Offering 5/1/97
thru 3/15/98                          148,500           149              148,351                            148,500

Issuance of Common
Stock for Services
& Consulting 9/5/97                   112,300           112                1,416                              1,528
--------------------------------------------------------------------------------------------------------------------
Sub Total:                          6,847,244         6,856              267,749                            274,605
</TABLE>

See accountants' report and notes to financial statements


                                      F-6
<PAGE>

                         AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
          SUPPLEMENTARY SCHEDULE OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 Cumulative from Inception through May 31, 2000

<TABLE>
<CAPTION>

                                                                                        Deficit
                                                                                        Accumulated       Total
                                                                       Additional       During            Stock-
                                        Common  Stock                  Paid In          Development       holders
                                    Shares           Amount            Surplus          Stage             Deficiency
                                    --------------------------------------------------------------------------------
<S>                                 <C>              <C>               <C>              <C>               <C>
Sub Total Forward:                  6,847,244         6,856              267,749                            274,605

Shares Issued in
Exchange of Amerigold
& Sante Fe Common Stock
6/1/97 thru 3/15/98                    74,915            74                                                      74
--------------------------------------------------------------------------------------------------------------------
Sub Total:                          6,922,159         6,930              267,749                            274,679
 (See Note 6)
--------------------------------------------------------------------------------------------------------------------
AMERICAN PRECIOUS METALS, INC.  (Surviving Company)
--------------------------------------------------------------------------------------------------------------------
Outstanding Shares                  1,400,000            14                                                      14
of APM 1/14/98
issued 5/20/98

Net Loss for the
Year Ended 5/31/97                                                                        (107,508)        (107,508)

Net Loss for the
Year Ended 5/31/98                                                                        (163,970)        (163,970)

Rounding Dollars                                         (7)                                                     (7)
--------------------------------------------------------------------------------------------------------------------
Ending Balance
5/31/98                             8,322,159         6,937              267,749          (271,478)           3,208
--------------------------------------------------------------------------------------------------------------------

Issuance of Common
Stock for Cash in
Private Offering
6/1/98 thru 5/31/99                    69,000                             69,000                             69,000

Shares Issued in
Exchange of Amerigold
& Sante Fe Common Stock
6/1/98 thru 5/31/99                    24,385
--------------------------------------------------------------------------------------------------------------------
Sub Total                           8,415,544         6,937              336,749          (271,478)          72,208
</TABLE>


See accountants' report and notes to financial statements

                                      F-7
<PAGE>

                         AMERICAN PRECIOUS METALS, INC.
                          (a development stage company)
          SUPPLEMENTARY SCHEDULE OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 Cumulative from Inception through May 31, 2000

<TABLE>
<CAPTION>

                                                                                        Deficit
                                                                                        Accumulated       Total
                                                                       Additional       During            Stock-
                                        Common  Stock                  Paid In          Development       holders
                                    Shares           Amount            Surplus          Stage             Deficiency
                                    --------------------------------------------------------------------------------
<S>                                 <C>              <C>               <C>              <C>               <C>
Sub Total Forward:                  8,415,544         6,937              336,749          (271,478)          72,208

Rounding                                                                                                         (1)

Net Income for the
Year Ended 5/31/99                                                       (91,008)                           (91,008)
--------------------------------------------------------------------------------------------------------------------
Balance 5/31/99                     8,415,544         6,937              336,749          (362,486)         (18,799)
                                    ================================================================================
</TABLE>

See accountants' report and notes to financial statements

                                      F-8
<PAGE>

                         AMERICAN PRECIOUS METALS, INC.
                          (A Development Stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 2000

Note 1.  Summary of  Significant Accounting Policies Reporting Entity.

          Lucky Seven Gold Mines,  Inc. was  incorporated in the Commonwealth of
          Pennsylvania  on July 16, 1984.  On March 16,  1998,  Lucky Seven Gold
          Mines,   Inc.  merged  with  American   Precious  Metals,  a  Delaware
          Corporation,   incorporated   on  January  13,  1998.   The  Surviving
          corporation  will be American  Precious  Metals,  Inc. and maintains a
          classification as a development stage company. Lucky Seven Gold Mines,
          Inc.  shareholders  received  an  equivalent  amount  of  shares  from
          American Precious Metals, Inc.

          Activities  to date have been  limited to the sale of its common stock
          securities. The company has, over a number of years, been developing a
          process of  technology  relating  to the  testing of  precious  metals
          mineralization.  As more fully  explained in Note 4, management of the
          company   has   identified   and   intends  to  pursue  new   business
          opportunities with other mining companies.

          Method of accounting:  The financial  statements have been prepared in
          accordance  with the accrual  basis method of  accounting.  Under this
          method of accounting, income and expenses are identified with specific
          periods of time and are recorded as earned or incurred  without regard
          to date of receipt or disbursement of cash.

          Costs of securities  registration  - All costs incurred by the company
          in connection  with the pubic  offering of the Company's  common stock
          securities were charged to expense.

          Research  and  Development  Costs:  The Company  charges  research and
          development   costs,  which  are  not  incurred  in  conjunction  with
          contractual obligations, to expense as incurred.

          Earnings Per Share:  Computed by dividing the net loss by the weighted
          average  number of shares  outstanding  during the year.  Common stock
          equivalents  have  not  been  included  in  the   earnings-per   share
          computation because of their anti-dilutive effect.

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


Note 2.   Issuance  of Common  Stock.  The Company  issued its common  stock
          according to a public offering made in accordance with and pursuant to
          the  provisions  of Regulation  D, Rule 504 as  promulgated  under the
          Securities Act of 1933, as amended.  The Company sold 100,100 founders
          shares of common  stock and 23,550 were units,  at a price of $10.00 a
          unit.  Each unit  consisted  of Ten (10) shares of common  stock,  par
          value  $.001  per share and three  redeemable  common  stock  purchase
          warrants. The redeemable common stock purchase warrants are designated
          as Class "A",  Class  "B",  and Class  "C".  Each class of  redeemable
          common stock purchase warrants will be exercisable for a period of six
          months  commencing  twelve  (12) ,  eighteen(18)  and twenty four (24)
          months respectively, from the date of the closing at an exercise price
          of $1.50,  $2.00 and $2.50.  All or any portion of the Class "A", "B",
          or "C" redeemable  warrants can be called for at a redemption price of
          one mil ($.00l) per redeemable  warrant by the Company on a minimum of
          thirty days written notice of call mailed to the registered holders of
          the Class "A", "B", and "C" redeemable warrants,  provided the closing
          bid of the common  stock  exceeds  $1.50 $2.06 and $2.50 per share for
          ten  (10)  consecutive  trading  days  prior  to  the  notice  of  the
          redemption.  Any holder who does not exercise his  redeemable  Warrant
          prior to the. date set for call,  will receive the call price and will
          forfeit  his  rights to  purchase  the  common  stock  underlying  the
          redeemable  warrants so called.  The  Company  must have a current and
          effective  notification  and/or  offering  memorandum or  registration
          statement  and  prospectus  on tile with the  Securities  and Exchange
          Commission in order for a redeemable  common stock  purchased  warrant
          holder to be able to exercise his redeemable warrant.

                                      F-9
<PAGE>

Note 3.   Based on management's  present assessment,  the Company has not yet
          determined it to be more likely than not that a deferred long term tax
          asset of $124,053  attributable to the future  utilization of $392,023
          of net  operating  loss carry  forwards  as of May 31, 2000,  will be
          realized.  Accordingly,  the  Company  has  provided a 100%  allowance
          against the deferred tax asset in the financial  statements as May 31,
          2000. The Company will continue to review this valuation allowance and
          make  adjustments  as  appropriate.  The  net  operating.  loss  carry
          forwards will expire as follows:

                           Year                                Amount
                           ----                               --------
                           2011                               $ 33,703
                           2012                                 58,532
                           2013                                 27,383
                           2014                                  4,435
                                                              --------
                                                              $124,053
                                                              ========


Note 4.   Basis of Presentation - The accompanying  financial statements have
          been  prepared  on a  going  concern  basis,  which  contemplates  the
          realization  of assets and  liquidation  of  liabilities in the normal
          course of business. As shown in the financial statements,  the Company
          has experienced  substantial operating losses. The continuation of the
          Company as a going  concern is  dependent  on its  ability to generate
          sufficient  cash  flows  to  meet  its  obligations  and  sustain  its
          operations.

          Management  of the  Company has  identified  and intends to pursue new
          business opportunities, which it believes will be profitable and plans
          to  infuse  new  equity  capital  into  the  Company.   There  are  no
          assurances, however, that management of the Company will be successful
          with  either the new  business  opportunities  or  raising  new equity
          capital.

Note 5.   Leases

          On June 1,1999,  The Company was declared in default of a lease it had
          previously accepted on assignment of a related party lease on June 26,
          1996 From  Amerigold,  Inc. and Santa Fe Gold Mines,  Inc. The Company
          has no further obligations under this lease.

          The prior monthly rental was $2,500 per month or $30,000 annually.

Note 6.  Mergers and Acquisitions

          On June 27, 1996, the  shareholders  of Santa Fe Gold Mines,  Inc. and
          Amerigold, Inc. agreed to the following exchange of shares.

          I.  Santa Fe Fold Mines, Inc.

          (a) The principals of Santa Fe Gold Mines,  Inc.  agreed to accept one
              share of Lucky Seven Gold Mines,  Inc. stock in exchange for three
              shares of Santa Fe Gold Mines, Inc.

          (b) The  remaining  shareholders  agreed to accept one share of common
              stock in exchange for one share of Lucky Seven Gold Mines Inc.

          II. Amerigold, Inc.

          (a) The  shareholders  agreed to accept one share of Lucky  Seven Gold
              Mines, Inc. in exchange for three shares of Amerigold, Inc.

          III American Precious Metals, Inc.

              On March 16, 1998,  6,922,159 shares of Lucky Gold Mines were
              exchanged for 6,922,159  shares of American  Precious Metals.

                                     F-10
<PAGE>
              The total number of  outstanding  shares of the surviving  company
              (American  Precious  Metals,  Inc.) were  unchanged  by this stock
              swap. The only  outstanding  shares of American  Precious  Metals,
              Inc. before the merger were 1,400,000  shares.  Total  outstanding
              shares  after the merger  were  8,322,159  shares.  The  surviving
              company is American Precious Metals Inc.

          Due to the fact that there is no market value for either Santa Fe Gold
          Mines,  Inc. or  Amerigold,  Inc.,  the  financial  statements  do not
          reflect any value for these securities.

Note 7.  OTHER MATTERS

          During the fiscal year ended May 31,2000, the Company earned a finders
          fee  per  an  agreement  dated  June  25,  1999  with  Birch  Mountain
          Resources,  Ltd. On May 16, 2000, the Company  received 350,000 shares
          of  restricted  common stock (four  months),  in  connection  with the
          agreement.  On June 15, 2000,  the Canadian  Exchange  suspended  from
          trading the stock of Birch Mountain Resources,  Ltd., effective at the
          close of trading June 28, 2000,  pursuant to Rule C.1.07. The Exchange
          is  requiring  an  independent   review  and   verification  of  Birch
          Mountain's  proprietary  precious metal extraction  technology and the
          reported  occurrence of precious metals on its Athabasca  Prairie Gold
          property.  The  Exchange  is also  continuing  its own review of Birch
          Mountain's  disclosure.  The trading price of Birch Mountain Resources
          Ltd.  on May 16,  2000 was $.95,  however,  due to the  actions of the
          Canadian  Exchange,  which  was  announced  within  15 days  after the
          year-end of American Precious Metals, Inc. the financial statements at
          May 31, 2000, do not reflect any income or related asset.


                                      F-11