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: June 30, 1999

[ ]           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, $.0001 PAR VALUE, AS OF
                                  JULY 28, 1999

         Transitional Small Business Disclosure Format (check one); Yes___ No_X_

Exhibit index on page 10                                      Page 1 of 13 pages
                     ----                                              ----


<PAGE>

















                             TIBERON RESOURCES LTD.

                              FINANCIAL STATEMENTS
                            (Expressed in US dollars)

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1999
                      (Unaudited - Prepared by Management)




                                        2

<PAGE>


<TABLE>

TIBERON RESOURCES LTD.
BALANCE SHEETS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>

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

                                                                                                   June 30,           December 31,
                                                                                                       1999                   1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                            (Unaudited)              (Audited)
<S>                                                                                  <C>                    <C>
ASSETS

CURRENT
     Cash                                                                            $                8,563 $               19,292

     Prepaid expenses                                                                                   -                      757
                                                                                     ---------------------- ----------------------

                                                                                                      8,563                 20,049

ORGANIZATIONAL COSTS, net of accumulated amortization                                                   898                  1,018
                                                                                     ---------------------- ----------------------

                                                                                     $                9,461 $               21,067
===================================================================================================================================
===================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                                  <C>                    <C>
CURRENT
     Accounts payable and accrued liabilities                                        $                1,390 $                  -
                                                                                     ---------------------- ----------------------


SHAREHOLDERS' EQUITY (Note 2)
     Preferred stock, $0.01 par value,
         1,000,000 shares authorized, none outstanding
     Common stock, $0.001 par value,
         50,000,000 shares authorized,
         8,050,000 shares issued and outstanding                                                      8,050                  8,050
     Additional paid in capital                                                                      22,955                 22,955
     Deficit accumulated                                                                           (22,934)                (9,938)
                                                                                     ---------------------- ----------------------

                                                                                                      8,071                 21,067
                                                                                     ---------------------- ----------------------

                                                                                     $                9,461 $               21,067
===================================================================================================================================

</TABLE>







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


                                        3

<PAGE>


<TABLE>

TIBERON RESOURCES LTD.
STATEMENTS OF  OPERATIONS  AND DEFICIT  (Expressed  in US dollars)  (Unaudited -
Prepared by Management)
<CAPTION>

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

                                                                      Cumulative
                                                                         Amounts
                                                                            From             Six Month
                                                                    Inception to          Period Ended            Year Ended
                                                                        June 30,              June 30,          December 31,
                                                                            1999                  1999                  1998
-----------------------------------------------------------------------------------------------------------------------------
                                                                (Unaudited)            (Unaudited)               (Audited)


<S>                                                         <C>                   <C>                   <C>
REVENUE                                                                      -    $                -    $                -
                                                            --------------------  --------------------  --------------------

EXPENSES
     Accounting and audit                                                  2,733                 1,733                 1,000
     Administration                                                          690                   690                   -
     Amortization                                                            300                   120                   180
     Bank charges                                                             66                    66                   -
     Consulting                                                            5,573                 2,300                 3,273
     Filing fees                                                              85                    85                   -
     Legal                                                                11,146                 7,158                 3,988
     Office and miscellaneous                                                667                   370                   297
     Transfer agent                                                        1,068                 1,068                   -
     Foreign exchange (gain) loss                                            606                 (594)                 1,200
                                                            --------------------  --------------------  --------------------

                                                                          22,934                12,996                 9,938
                                                            --------------------  --------------------  --------------------

NET LOSS FOR THE  PERIOD                                    $           (22,934)  $           (12,996)  $             (9,938)
=============================================================================================================================
=============================================================================================================================

PER SHARE INFORMATION:
     Weighted average number
     of common shares outstanding - basic                                                   8,050,000              5,091,887
=============================================================================================================================
=============================================================================================================================

NET LOSS PER COMMON SHARE - basic                                                 $               -     $                -
=============================================================================================================================
</TABLE>










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


                                        4

<PAGE>

<TABLE>


TIBERON RESOURCES LTD.
STATEMENTS OF SHAREHOLDERS' EQUITY
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>

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


                                                              Common Stock               Additional
                                                    --------------------------------           Paid      Accumulated
                                                             Shares           Amount      in Capital         Deficit           Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>              <C>             <C>             <C>             <C>
BALANCE AT INCEPTION                                            -    $           -   $           -   $           -   $           -

Issuance of stock for repayment of advances
at $0.0025 per share (Note 4)                             2,000,000            2,000           3,000             -             5,000

Issuance of stock for cash at $0.0025 per
share (net of issuance costs) (Note 2)                    6,000,000            6,000           6,547             -            12,547

Issuance of stock for cash at $0.30 per share
(net of issuance costs) (Note 2)                             50,000               50          13,408             -            13,458

Net loss for the year                                           -                -               -           (9,938)         (9,938)
                                                    ---------------  --------------- --------------- --------------- ---------------

BALANCE AT DECEMBER 31, 1998 (audited)                    8,050,000            8,050          22,955         (9,938)          21,067

Net loss for the period                                         -                -               -          (12,996)        (12,996)
                                                    ---------------  --------------- --------------- --------------- ---------------

BALANCE AT JUNE 30, 1999 (unaudited)                      8,050,000  $         8,050 $        22,955 $      (22,934) $         8,071
====================================================================================================================================
====================================================================================================================================
</TABLE>



















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



                                        5

<PAGE>


<TABLE>

TIBERON RESOURCES LTD.
STATEMENTS OF CASH FLOWS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
<CAPTION>

=============================================================================================================================
                                                                      Cumulative
                                                                         Amounts
                                                                            From             Six Month
                                                                    Inception to          Period Ended            Year Ended
                                                                        June 30,              June 30,          December 31,
                                                                            1999                  1999                  1998
-----------------------------------------------------------------------------------------------------------------------------
                                                                 (Unaudited)            (Unaudited)                (Audited)


<S>                                                         <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                                     $           (22,934)  $           (12,996)  $            (9,938)
Adjustments to reconcile net loss to net cash
     Decrease in prepaids                                                    -                     757                 (757)
     Increase in accounts payable and accrued liabilities                  1,390                 1,390                   -
     Amortization                                                            300                   120                   180
                                                            --------------------  --------------------  --------------------

     Net cash used in operating activities                              (21,244)              (10,729)              (10,515)
                                                            --------------------  --------------------  --------------------


CASH FLOWS FROM INVESTING ACTIVITIES
     Organization costs                                                  (1,198)                   -                 (1,198)
                                                            --------------------  --------------------  --------------------

     Net cash used in investing activities                               (1,198)                   -                 (1,198)
                                                            --------------------  --------------------  --------------------


CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from stock issuance, net of issuance costs                  26,005                   -                  26,005
     Proceeds from stock issuance for repayment of advances                5,000                   -                   5,000
                                                            --------------------  --------------------  --------------------

     Net cash provided by financing activities                            31,005                   -                  31,005
                                                            --------------------  --------------------  --------------------


CHANGE IN CASH FOR THE PERIOD                                              8,563              (10,729)                19,292


CASH POSITION, BEGINNING OF PERIOD                                           -                  19,292                   -
                                                            --------------------  --------------------  --------------------


CASH POSITION, END OF PERIOD                                $              8,563  $              8,563  $             19,292
=============================================================================================================================
=============================================================================================================================

ISSUANCE OF STOCK FOR REPAYMENT OF ADVANCES                 $              5,000  $                -    $              5,000
=============================================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                        6

<PAGE>




TIBERON RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
JUNE 30, 1999
(Unaudited - Prepared by Management)

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

1.       SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         The Company was incorporated on April 10, 1998, in the State of Nevada.
         The  Company  is in the  exploration  stage  and  has  entered  into an
         agreement  to purchase  mineral  property  claims  located in Manitoba,
         Canada (see Note 3). At this initial  stage the Company is investing in
         mineral properties.

         ORGANIZATIONAL COSTS

         Organizational  costs  include  costs  for  professional  fees  and are
         amortized using the straight-line method over five years.

         BASIC LOSS PER SHARE

         The basic loss per share is computed  by dividing  the net loss for the
         period by the weighted average number of common shares  outstanding for
         the period.

         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.

         LOSS ON FOREIGN CURRENCY TRANSLATION

         The Company's functional currency is the US Dollar, however the cash is
         held  in  a  Canadian  bank  account.   Therefore,   foreign   currency
         translation  resulted  in an  aggregate  exchange  loss of $606 for the
         period.


2.       SHAREHOLDERS' EQUITY

         As of August 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.


3.       COMMITMENTS AND CONTINGENCIES

         The Company entered into an Agreement on April 28, 1998, 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
         CDN$50,000  (approximately  US$33,500)  which is  payable  on April 28,
         2000.




                                        7

<PAGE>



TIBERON RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
JUNE 30, 1999
(Unaudited - Prepared by Management)

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

3.       CONT'D...

         The   agreement   also  requires  the  Company  to  fund  a  CDN$40,000
         (approximately  US$26,500)  work program by April 28,  1999,  which has
         been  extended  to  September   28,  1999.  An  additional   CDN$50,000
         (approximately  US$33,500) work program is to be completed by April 28,
         2000.


4.       RELATED PARTY TRANSACTIONS

         During 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.


5.       INCOME TAXES

         The  Company  has  a  Federal  net  operating  loss   carryforward   of
         approximately  $9,900  expiring in 2018 and  $12,996  expiring in 2019.
         This  carryforward  may be limited upon the  consummation of a business
         combination under Section 381 of the Internal Revenue Code.


6.       YEAR 2000

         The Company  has  assessed  its  exposure  to date  sensitive  computer
         programs  that  may  not  be  operative  subsequent  to  1999  and  has
         implemented a requisite course of action to minimize Year 2000 risk and
         ensure that neither significant costs nor disruption of normal business
         operations are encountered. However, because there is no guarantee that
         all systems of outside vendors or other entities on which the Company's
         operations rely will be 2000 compliant, the Company remains susceptible
         to consequences of the Year 2000 issue.



                                        8

<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. As of the
filing of this report, the Company's sole focus is in Canada. From inception to
the date of this report, the Company had no revenue. Management believes the
Company has sufficient working capital to fund the Company's operations through
October 31, 1999. For the six months ended June 30, 1999, the Company recorded a
net loss of $12,996, which included the following costs and expenses: legal
($7,158); consulting ($2,300); and accounting and audit ($1,733). For the six
months ended June 30, 1999, the Company recognized a gain on foreign currency
translation of $594.

         The Company's primary source of working capital has been through the
sale of Common Stock. Since incorporation, the Company has received $31,005 of
net proceeds from sales of Common Stock. Management anticipates additional
offerings of Common Stock to fund the required $40,000 work program. Cash flows
from operations since incorporation reflect net cash used in operating
activities of $21,244, and net cash used in investing activities of $1,198.
Since the Company currently has no significant source of revenue, the Company's
working capital will continue to be depleted by operating expenses and outlays
required for the property.



                                        9

<PAGE>



                           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

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>

         A) EXHIBITS

<CAPTION>

           REGULATION                                                                                              SEQUENTIAL
           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>

               11                Statement Regarding Computation of Per Share Earnings                            See Financial
                                                                                                                    Statements
               27                Financial Data Schedule                                                                14

----------------------------
<FN>
<F1>
(1)      Incorporated  by reference to the exhibits filed with the  Registration
         Statement on Form 10-SB, File No. 0-25825.
</FN>
</TABLE>

         B) REPORTS ON FORM 8-K:

         None.


                                       10

<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:      August 14, 1999             By:    /S/REG HANDFORD
                                            ---------------------------------
                                                Reg Handford, President



                                       11

<PAGE>



                                   Exhibit 27

                             Financial Data Schedule

                                       12

<PAGE>