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

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended: March 31, 2000

[ ]            TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _______________ to _______________

                         Commission file number 0-25825

                             TIBERON RESOURCES LTD.
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (505) 289-8235
                           (Issuer's telephone number)

                                 NOT APPLICABLE
      (Former name, former address and former fiscal year, if changed since
                                  last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes__ No X

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

            8,050,000 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                  MAY 12, 2000

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

Exhibit index on page 8                                     Page 1 of 49  pages



<PAGE>

                         PART I - FINANCIAL INFORMATION

                              Tiberon Resources Ltd
                                  Balance Sheet
                                   (unaudited)


                                                     March 31,
                                                        2000
                                                   ------------
                    ASSETS

Current assets:
  Cash                                             $      1,787
                                                   ============




         LIABILITIES AND STOCKHOLDERS'
                    DEFICIT

Current liabilites:
 Accounts payable                                  $      4,330
 Loan payable                                             4,010
 Related party payable                                    4,620
                                                   ------------
                                                         12,960

Stockholders' (deficit) :
  Preferred stock, $0.01 par value,
     1,000,000 undesignated shares
authorized                                                 0.00
  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                                  (42,178)
                                                   ============
Total stockholders' (deficit)                          (11,173)
                                                   ------------

                                                   $      1,787
                                                   ============



                                       2
<PAGE>




                             Tiberon Resources Ltd.
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                        April 10,
                                                  Three                Three              1998
                                                  months               months          (inception)
                                                  ended                ended             Through
                                                  March              March 31,          March 31,
                                                 31,1999                2000              2000
                                              --------------       --------------    ---------------
<S>                                           <C>                  <C>               <C>

Revenue                                       $            0       $            0    $          0.00

Costs and expenses:
  General and administrative                           7,069                7,226             40,255
  Amortization                                            60                    0              1,198
                                              --------------       --------------    ---------------

(Loss) from operations                               (7,129)              (7,226)           (41,453)
                                              ==============       ==============    ===============

Other income (expense):
  Foreign currency transaction gain (loss)               245                  (9)              (725)
                                              ==============       ==============    ===============
                                                         245                  (9)              (725)
                                              --------------       --------------    ---------------

Net (loss)                                    $      (6,884)       $      (7,235)    $      (42,178)
                                              ==============       ==============    ===============


Per share information:

Weighted average number
of common shares outstanding - basic
and diluted                                        8,050,000            8,050,000          6,961,250
                                              ==============       ==============    ===============

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


                                       3

<PAGE>




                             Tiberon Resources Ltd.
                            Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                  April 10,
                                                               Three              Three              1998
                                                               months            months           (inception)
                                                               ended              ended             Through
                                                               March            March 31,          March 31,
                                                              31,1999             2000               2000
                                                           --------------    --------------     ---------------
<S>                                                        <C>               <C>                <C>

Cash flows from operating activities:
Net (loss)                                                 $      (6,884)    $       (7,235)    $      (42,178)
Adjustments to reconcile net (loss) to net
  cash provided by (used in) operating activities:
  Amortization                                                         60                  0              1,198
  Decrease in prepaid expenses                                        757                  0                  0
  Increase in accounts payable                                      1,174              3,173              4,330
Net cash provided by (used in) operating activities               (4,893)            (4,062)           (36,650)
                                                           ---------------   ----------------    ---------------

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

Cash flows from financing activities:
  Proceeds from loan                                                    0                  0              4,010
  Proceeds from loan from related party                                 0              4,620              4,620
  Proceeds from stock sales, net of
    issuance costs                                                      0                  0             26,005
 Proceeds from advances                                                 0                  0              5,000
                                                           --------------    ---------------    ---------------
Net cash provided by financing activities                               0              4,620             39,635
                                                           --------------    ---------------    ---------------

Net increase (decrease) in cash                                   (4,893)                558              1,787

Beginning cash                                                     19,292              1,229               0.00

                                                           --------------    ---------------    ---------------
Ending cash                                                $       14,399    $         1,787    $         1,787
                                                           ==============    ===============    ===============



Supplemental cash flow information:
    Cash paid for:   interest                                        0.00               0.00               0.00
                             income taxes                            0.00               0.00               0.00




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

</TABLE>

                                       4
<PAGE>

                            Tiberon Resources, Ltd.
                         Notes to Financial Statements
                                  (Unaudited)

Note 1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring adjustments,  considered necessary for a fair presentation,  have been
included in the accompanying  unaudited financial statements.  Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year. For further  information,  refer to the financial
statements and notes therto,  included in the Company's Form 10-KSB for the year
ended December 31, 1999.

Note 2. RELATED PARTY TRANSACTION

During the three months ended,  March 31, 2000, the Company received small loans
totaling  $4,620  from a related  party.  The loans  have no  specific  terms of
repayment or interest.


Note 3.  SUBSEQUENT EVENT

On May 11, 2000,  the Company  entered into a Share  Exchange  Agreement with an
unrelated corporation. Pursuant to the Share Exchange Agreement, the Company has
the right to acquire the unrelated  corporation  by exchanging  76,169 shares of
the  Company's  common  stock  for  each  issued  and  outstanding  share of the
unrelated  corporation's common stock. The unrelated  corporation has a total of
110  issued  and  outstanding  shares of common  stock.  If the  acquisition  is
completed,  the shareholders of an unrelated  corporation would collectively own
approximately 51% or more of the then outstanding  shares of common stock of the
Company.  The Company is not required to close on the Share Exchange  Agreement.
Pursuant to the Share  Exchange  Agreement,  the Company has the right,  for any
reason,  in its sole discretion,  at any time prior to closing,  to give written
notice of  termination,  thereby  releasing  it from any  obligation  or further
liabilities under the Share Exchange Agreement.




                                       5

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Since  incorporation  on April 10,  1998,  the  Company  has been a natural
resource company engaged in the acquisition of mineral properties, with its sole
focus in Canada.  Management  believes that diversifying the Company's  business
would enhance the Company's  stability and lessen its concentration of risks. In
furtherance of this objective, on May 11, 2000, the Company entered into a Share
Exchange Agreement with CD Promo, Ltd. CD Promo, Ltd. is a corporation organized
under the laws of England that intends to produce compact disks (CDs) to be used
as multi-media marketing  configurations for a variety of businesses.  CD Promo,
Ltd. also owns and holds the rights to a significant number of registered domain
names for use on the Internet.

     Pursuant  to the Share  Exchange  Agreement,  the  Company has the right to
acquire CD Promo, Ltd. by exchanging 76,169 shares of the Company's Common Stock
for each  issued and  outstanding  share of Common  Stock of CD Promo,  Ltd.  CD
Promo,  Ltd. has a total of 110 issued and  outstanding  shares of Common Stock.
The management and  shareholders  of CD Promo,  Ltd. are not affiliated with the
Company.

     The Company is currently  conducting  its due diligence of CD Promo,  Ltd.,
and anticipates receiving the United States GAAP audited financial statements of
CD Promo,  Ltd.  within  sixty to  seventy  days  from the date of this  filing.
Closing is scheduled to occur within twenty days after the date that the Company
receives the audited  financial  statements of CD Promo, Ltd. The Company is not
required to close on the acquisition. The Company has the right, for any reason,
in its sole discretion,  at any time prior to closing, to give written notice of
termination  to CD  Promo,  Ltd.  and the  Company  will be  released  from  any
obligation or further liabilities under the Share Exchange Agreement.

     Despite a working capital deficiency of $11,173,  management  believes that
the Company has  sufficient  working  capital to fund the  Company's  operations
through August 2000. Management  anticipates another offering of Common Stock to
fund the  required  $40,000 work  program for its mineral  property  and, if the
Company  closes on the Share  Exchange  Agreement,  to develop and implement the
business of CD Promo,  Ltd. In addition to a possible  offering of Common Stock,
management  anticipates that additional  financing may be obtained through long-
or short-term loans against the Company's  equity, or through a joint venture or
strategic  alliance.  There can be no assurance that the Company will be able to
obtain additional  funding, or obtain additional funding with terms favorable to
the Company. The failure to obtain additional financing could result in delay or
indefinite postponement of the Company's activities,  and a complete loss of its
investment.

     Since inception,  the Company has not generated any revenue.  For the three
months ended March 31, 2000,  the Company  recorded a net loss of $7,235,  which
included the following costs and expenses:  legal  ($3,354);  and accounting and
audit  ($2,475).  In  comparison,  the Company's net loss for the  corresponding
period of the last fiscal year was $6,884.

     Cash flows from operations reflect a net cash used in operating  activities
of $4,062 for the three months  ended March 31, 2000.  This was offset by $4,620
of net cash provided by financing activities. Since the Company currently has no
significant source of revenue, the Company's working capital will be depleted by
operating expenses and outlays for the property.

     From inception  through March 31, 2000, the Company has incurred a net loss
of $42,178.  At March 31, 2000, its working capital deficiency was $11,173.  The
Company's ability to continue as a going concern

                                        6

<PAGE>



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, to efficiently and successfully  implement and develop the business of
CD  Promo,  Ltd.,  to  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 identify  legitimate mineral reserves,  successfully
implement and develop the business of CD Promo,  Ltd., or obtain any  additional
financing.  The inability to obtain additional financing when needed will have a
material adverse effect on the Company's operating results.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         On May 11, 2000, the Company  entered into a Share  Exchange  Agreement
         with CD Promo, Ltd., a corporation organized under the laws of England.
         CD Promo, Ltd. is a company that intends to produce compact disks (CDs)
         to be used as  multi-media  marketing  configurations  for a variety of
         businesses.  CD  Promo,  Ltd.  also  owns and  holds  the  rights  to a
         significant number of registered domain names for use on the Internet.

         Pursuant to the Share Exchange Agreement,  the Company has the right to
         acquire CD Promo Ltd.  by  exchanging  76,169  shares of the  Company's
         Common Stock for each issued and  outstanding  share of Common Stock of
         CD Promo, Ltd. CD Promo, Ltd. has a total of 110 issued and outstanding
         shares of Common Stock.  The management and  shareholders  of CD Promo,
         Ltd. are not affiliated with the Company. The shareholders of CD Promo,
         Ltd. are Darren  Everitt,  Karl Heimer  Karlsson,  David Beasely,  John
         Stephens, Arnar Gunnlaugsson, and Domain Decision Ltd.

         If the acquisition is completed,  the  shareholders  of CD Promo,  Ltd.
         would   collectively  own   approximately  51%  or  more  of  the  then
         outstanding shares of Common Stock of the Company,  the shareholders of
         CD Promo,  Ltd. would have complete  control over the Company,  and the
         officers and directors of the Company would be replaced by the officers
         and directors of CD Promo,  Ltd. The Company would also change its name
         to iPromo Ltd.

                                        7

<PAGE>



         The Company is not required to close on the Share  Exchange  Agreement.
         Closing is scheduled  to take place on or before  twenty days after the
         date that the Company receives the United States GAAP audited financial
         statements of CD Promo, Ltd. Closing is contingent upon several events,
         including but not limited to the Company's  satisfactory  due diligence
         of CD Promo, Ltd., and receipt of the to be provided United States GAAP
         audited  financial  statements of CD Promo, Ltd. and the CD Promo, Ltd.
         disclosure  schedule  which will  identify all  agreements,  assets and
         liabilities of CD Promo, Ltd. Pursuant to the Share Exchange Agreement,
         the Company has the right, for any reason,  in its sole discretion,  at
         any time  prior to  closing,  to give  written  notice of  termination,
         thereby  releasing it from any obligation or further  liabilities under
         the Share Exchange Agreement.

         The  Company  anticipates  that  it will  file  the  audited  financial
statements of CD Promo,  Ltd. and combined pro forma financial  statements by an
amendment to this filing.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A) EXHIBITS

<TABLE>
<CAPTION>

   REGULATION                                                                                            SEQUENTIAL
   S-B NUMBER                                     EXHIBIT                                               PAGE NUMBER
<S>                     <C>                                                                             <C>

      3.1               Articles of Incorporation (1)                                                       N/A

      3.2               Bylaws (1)                                                                          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)

     10.2               Share Exchange Agreement between the Company and CD Promo, Ltd.,                     10
                        dated May 11, 2000.

     11                 Statement Regarding Computation of Per Share Earnings                            See Financial
                                                                                                          Statements

     27                 Financial Data Schedule                                                              48

----------------------------
(1)   Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File No. 0-25825.
</TABLE>

      B) REPORTS ON FORM 8-K:

      None.




                                        8

<PAGE>




                                   SIGNATURES

      In  accordance with  the requirements of the  Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     TIBERON RESOURCES LTD.
                                     (Registrant)



      Date: May 15, 2000             By:  /S/Reg Handford
                                        --------------------------------
                                        Reg Handford, President



                                        9