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

                                   Form 10-QSB

(Mark One)

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

For the quarterly period ended: September 30, 2002

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

Commission file number: 000-12761

                           J.A.B. INTERNATIONAL, INC.
             ------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         NEVADA                                        88-0180496
-------------------------------               ---------------------------------
(State or Other Jurisdiction of               (I.R.S. Employer
 Incorporation or Organization)                         Identification Number)


                2400 Augusta Place, Suite 295, Houston, TX 77057
                     --------------------------------------
                    (Address of principal executive offices)

                                 (713) 785-5224
                 ----------------------------------------------
                (Issuer's telephone number, including area code)

APPLICABLE  ONLY TO ISSUERS  INVOLVED IN BANKRUPTCY  DURING THE  PRECEDING  FIVE
YEARS Check whether the Registrant  filed all documents and reports  required to
be filed by Section 12, 13 or 15(d) of the  Securities  and Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.

Yes [X} No [ ]

APPLICABLE ONLY TO CORPORATE  ISSUERS State the number of shares  outstanding of
each of the  issuer's  classes of common  equity,  as of the latest  practicable
date: Transitional Small Business Disclosure Format (Check one): Yes [_] No [_]





<PAGE>


Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying  interim un-audited  financial statements have been prepared in
accordance  with the  instructions  to Form 10-QSB and 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 of normal  recurring  adjustments)  considered  necessary for a fair
presentation  have been included,  and the  disclosures are adequate to make the
information  presented not  misleading.  Operating  results for the three months
ended September 30, 2002, are not necessarily indicative of the results that may
be expected for the year ending December 31, 2002.

These statements should be read in conjunction with the financial statements and
notes  thereto  included  in the Annual  Report on Form  10-KSB  (filed with the
Securities and Exchange Commission) for the year ended December 31, 2001.



                           J.A.B. INTERNATIONAL, INC.

                              Financial Statements
                                Table of Contents

                              FINANCIAL STATEMENTS


                                                               Page #


Balance Sheet                                                  F-1

Statements of Operations                                       F-2

Statement of Stockholders' Equity                              F-3

Cash Flow Statements                                           F-4

Notes to the Financial Statements                              F-6





<PAGE>


<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                         ( A Development Stage Company)
                                  BALANCE SHEET
                            As of September 30, 2002
                              and December 31, 2001


        ASSETS
                                                                     September 30,            December 31,
                                                                         2002                     2001
                                                                    -----------------       ------------------
CURRENT ASSETS
<S>                                                                  <C>                    <C>
        Cash                                                         $          3,776       $            3,037
                                                                    -----------------       ------------------

                Total Current Assets                                            3,776                    3,037
                                                                    -----------------       ------------------

        Mineral Properties and Mining Equipment, Net                        3,836,249                3,836,249
                                                                    -----------------       ------------------

                Total Properties                                            3,836,249                3,836,249
                                                                    -----------------       ------------------

        TOTAL ASSETS                                                 $      3,840,025       $        3,839,286
                                                                    =================       ==================

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURENT LIABILITIES

        Accounts payable and accrued expence                         $        770,859        $         744,683
        Accrued legal & accounting                                            683,654                  676,733
        Accrued compensation                                                1,025,000                  800,000
        Note payable                                                           96,349                   78,500
        Liability - default judgements and settlements                      2,179,482                2,179,482
                                                                    -----------------       ------------------

                Total current liabilities                                   4,755,344                4,479,398
                                                                    -----------------       ------------------

SHAREHOLDERS' EQUITY

        Common stock - $.001 par value;
           authorized 100,000,000 shares;
           issued and outstanding,  23,908,365 shares                      55,738,158               55,738,158
        Accumulated Deficit                                               (11,260,214)             (11,260,214)
        Accumulated Deficit during the Development Stage                  (45,393,263)             (45,118,056)
                                                                    -----------------       ------------------

                Total shareholders' equity                                   (915,319)                (640,112)
                                                                    -----------------       ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $      3,840,025        $       3,839,286
                                                                    =================       ==================
</TABLE>

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

                                       F-1




<PAGE>




<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                        ( A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
              For the nine months ended September 30, 2002 and 2001
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2002


                                                                                                            Period from
                                                                                                            July 1, 1989
                                                                                                              Through
                                                                                                           September 30,
                                                                      2002                 2001                 2002
                                                               ------------------- -------------------- --------------------

REVENUES
<S>                                                             <C>                 <C>                   <C>
        Sale of Joint Venture                                   $                -  $                 -   $        4,232,000
        Other Income - logging                                                   -                    -              193,956
        Interest                                                               988                2,506              226,752
                                                               ------------------- -------------------- --------------------

        TOTAL REVENUES                                                         988                2,506            4,652,708
                                                               ------------------- -------------------- --------------------

 EXPENSES
        General and Administrative                                         274,659              223,737           21,867,144
        General Mining and Exploration                                           -                    -           13,622,893
        Impairment of Development Costs                                          -                    -            5,393,115
        Loss on Lease & Equipment Abandonments                                   -                    -            1,586,623
        Depreciation and Amortization                                            -                    -            1,686,693
        (Gain) Loss on Sale of Mining Equipment                                  -                    -              171,174
        Interest Expense                                                         -                    -              498,494
        Loss from Litigation & Settlement                                        -                    -            8,628,761
                                                               ------------------- -------------------- --------------------

        TOTAL EXPENSES                                                     274,659               223,737          53,454,897
                                                               ------------------- -------------------- --------------------

        Other expense - interest                                            (1,536)              (1,650)              (3,186)
                                                               ------------------- -------------------- --------------------

        Loss Before Extra-ordinary Item                                   (275,207)            (222,881)         (48,805,375)
         Extra-ordinary Item, Net Gain from Debt
           Extinguishment, Net of Tax                                            -                    -            3,412,112
                                                               ------------------- -------------------- --------------------

NET INCOME (LOSS)                                               $         (275,207)$           (222,881)$        (45,393,263)
                                                               =================== ==================== ====================

NET LOSS PER COMMON SHARE                                       $               (0) $                (0)
                                                               =================== ====================

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                             23,908,365           20,958,366
                                                               =================== ====================
</TABLE>

(Note: weighted averages are adjusted for 3 for 1 split during 2001)

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

                                       F-2



<PAGE>





<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                        ( A Development Stage Enterprise)
                        STATEMENT OF STOCKHOLDERS' EQUITY




                                                                                          Deficit
                                        Number                                           During the
                                          of                          Accumulated       Development
                                        Shares         Amount           Deficit            Stage             Total
                                    ------------- ---------------- ----------------- ----------------- ----------------



<S>                                    <C>         <C>             <C>               <C>               <C>
Balance, December 31, 2001             24,358,365       55,738,158      (11,260,214)      (45,118,056)        (640,112)

Net Loss                                                                                     (275,207)        (275,207)
                                    ------------- ---------------- ----------------- ----------------- ----------------

Balance, September 30, 2002            24,358,365  $    55,738,158 $    (11,260,214) $    (45,393,263) $      (915,319)
                                    ============= ================ ================= ================= ================
</TABLE>


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

                                       F-3






<PAGE>




<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
             For the three months ended September 30, 2002 and 2001
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2002





                                                                                                                Period From
                                                                                                               July 1, 1989
                                                                                                                  Through
                                                                                                               September 30,
CASH FLOWS FROM OPERATING ACTIVITIES                                     2002                  2001                2002
                                                                 --------------------- -------------------- -------------------

<S>                                                              <C>                   <C>                  <C>
     Net  (loss)                                                 $            (275,207)$           (222,881)$       (45,393,263)

     Gain on debt restructuring                                                                                      (3,056,068)
     Impairment of development costs                                                                                  5,393,115
     Depreciation and amortization                                                                                    1,686,693
     Loss on lease abandonments                                                                                       1,638,665
     Loss on littigation settlement                                                                                   8,598,761
     (Gain) loss on sale of mining equipment                                                                             49,164
     Other                                                                                                               43,576
     Shareholder payment of services                                                                                    105,055
     Stock and debt for services                                                                                      2,812,439
     Change in note receivable                                                                                           47,462
     Change in inventory                                                                                                  2,290
     Change in prepaid expenses                                                                                         501,736
     Change in deposits and other current assets                                                                       (115,961)
     Change in deposits                                                                                                  22,057
     Change in accounts payable and accrued liabilities                        258,610              211,452           5,224,452
                                                                 --------------------- -------------------- -------------------

                    Total adjustments                                          258,610              211,452          22,953,436
                                                                 --------------------- -------------------- -------------------

     Net cash usded in operating activities                                    (16,597)             (11,429)        (22,439,827)
                                                                 --------------------- -------------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Acquisition of mineral properties, equipment
        and deferred developments                                                                                    (5,164,817)
     Acquisition of office equipment                                                                                   (278,987)
     Proceeds from sale of equipment                                                                                    384,356
     Proceeds from the acquisition of Trans-Russian                                                                      20,060
                                                                 --------------------- -------------------- -------------------

     Net cash flows provided by (used in) investing activites                        -                    -          (5,039,388)
                                                                 --------------------- -------------------- -------------------
</TABLE>


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

                                       F-4



<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
             For the three months ended September 30, 2002 and 2001
                      and for the Period From July 1, 1989
         (Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2002





                                                                                                              Period From
                                                                                                              July 1, 1989
                                                                                                                Through
                                                                                                             September 30,
CASH FLOWS FROM FINANCING ACTIVITIES                                     2002                 2001                2002
                                                                 -------------------- -------------------- ------------------

<S>                                                                <C>                <C>                  <C>
        Advances from affiliates                                   $                  $                    $        2,009,127
        Payments made to affiliates
                                                                                                                     (343,798)
        Proceeds from issuance of stock                                                                            26,488,964
        Proceeds from warrant extensions                                                                              207,750
        Proceeds from issuance of notes payable                                17,336               13,200            911,079
        Payments of long-term debt
                                                                                                                   (2,093,979)
        Proceeds from convertible debenture                                                                           300,000
                                                                 -------------------- -------------------- ------------------

        Net cash provided by (used in) financing activities                    17,336               13,200         27,479,143
                                                                 -------------------- -------------------- ------------------

CASH RECONCILIATION

        Net increase (decrease) in cash                                           739                1,771                (72)
        Cash at beginning of period                                             3,037                1,039              3,848
                                                                 -------------------- -------------------- ------------------

        CASH AT END OF PERIOD                                                   3,776                2,810              3,776
                                                                 ==================== ==================== ==================

SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION

        Cash paid during the year for interest                    $                 -  $                 -
                                                                 ==================== ====================
        Cash paid during the year for income taxes                $                 -  $                 -
                                                                 ==================== ====================
</TABLE>



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

                                       F-5



<PAGE>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          Notes to Financial Statements

               (Information with Respect to the Three Months Ended
                    September 30, 2002 and 2001 is Unaudited)


NOTE  1  -  OPERATIONS  AND  BASIS  OF  PRESENTATION

J.A.B.  International,  Inc. (the Company)  formerly known as Brush Creek Mining
and Development Company,  Inc. was incorporated in 1982 and operated as a mining
and mineral  development  company until April 17, 1989, at which time its mining
operations,  all of which  had been  conducted  through  the Brush  Creek  Joint
Venture  (BCJV) (40% owned) were  terminated.  Shortly  thereafter,  the Company
became actively  engaged in acquiring  additional  mineral  properties,  raising
capital,  and preparing  properties for resumed production.  The Company did not
have any  significant  operations or activities from April 17, 1989 through June
30, 1989 and suspended  all mining  operations  and reduced its  activities to a
care and maintenance level. Accordingly, the Company is deemed to have reentered
the development stage effective July 1, 1989.

During the year ended  December 31,  2001,  the Company  changed its  accounting
fiscal  year end from June 30th to a calendar  year end of  December  31st.  The
Company's financial statements reflect this change.

In February 1992, the Company began limited  production at the Ruby Mine under a
permit that limited mill capacity to 225 tons per day. Production was terminated
due to adverse weather  conditions in December 1992. The Company resumed limited
production  at the Ruby Mine in July  1993 and  gradually  increased  production
until October 1996 when  production  was  suspended.  In early 1997, the Company
began preparing the lower Brush Creek Mine for limited production. In June 1997,
the Company  received  interim approval from the United States Forest Service to
transport thirty tons of ore per day from the lower Brush Creek Mine to the Ruby
mill site. Some of the Company's  leases have been defaulted upon. See footnotes
5 and 11. The Company has not  commenced  economic  production  and is therefore
still considered to be in the development stage.

The Company's financial statements have been presented on the basis that it is a
going concern,  which contemplates the realization of the mineral properties and
other  assets  and the  satisfaction  of  liabilities  in the  normal  course of
business.  The Company has  incurred  losses of  $56,378,270  from  inception to
December 31, 2001.  The Company has not realized  economic  production  from its
mineral properties as of December 31, 2001.  Management is actively  negotiating
the terms for additional capital of $18,000,000 to fund operations in Mexico and
Northern  California.  These financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

NOTE 2  - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amount of assets and  liabilities,  and
disclosure of contingent  liabilities  at the date of the financial  statements,
and the reported  amount of revenues and expenses  during the reporting  period.
Actual results could differ from those results.

                                      F-6

<PAGE>


Mineral Properties and Mining Equipment

Mineral  properties  and  mining  equipment  include  land  (and in prior  years
development  costs)  and mining  equipment  carried  at cost.  Mining  equipment
including mill  facilities is depreciated  using the  straight-line  method over
estimated useful lives of 5 to 15 years, or the units-of-production method based
on  estimated  tons of ore  reserves if the  equipment is located at a producing
property with a shorter  economic life.  Mining  equipment not in service is not
depreciated.

In the past,  the Company  deferred  direct  costs  related to the  acquisition,
exploration and development of mineral properties pending determination of their
economic viability, which normally entails performing an in-depth geological and
geophysical study. If no minable ore body was discovered, previously capitalized
costs were  expensed  in the period the  property  was  abandoned.  Any  revenue
generated from pre-production activities was offset against the related deferred
development and  pre-production  costs. When a property was placed in commercial
production,  such  deferred  costs were depleted  using the  units-of-production
method.

During 1997,  the Securities and Exchange  Commission  (SEC) staff  reconsidered
existing accounting  practices for mineral  expenditures by United States junior
mining companies.  They now interpret  generally accepted  accounting policy for
junior mining companies to permit capitalization of acquisition, exploration and
development  costs only after  persuasive  engineering  evidence  is obtained to
support  recoverability  of these costs  (ideally upon  determination  of proven
and/or  probable  reserves  based upon dense  drilling  samples and  feasibility
studies  by  a  recognized  independent  engineer).  Although  the  Company  has
performed  drilling  samples,  and an  independent  engineer has deemed the gold
properties contain profitable reserves in excess of property and equipment costs
incurred,  management  has  chosen to  follow  the more  conservative  method of
accounting by expending the previously capitalized gold mineral costs, for which
there is no feasibility study.

Land Options

In prior years it was the Company's policy to record land options at cost during
the initial year of the lease on the mining  properties.  As noted above,  since
the  Company  interprets   generally  accepted  accounting  policies  to  permit
capitalization of acquisition costs including leases and land options only after
persuasive  engineering evidence has been obtained to support  recoverability of
these costs, these costs will now be expensed, effective July 1, 1996.

Asset Impairment

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," (SFAS 121),  management of the Company reviews the net carrying
value of the Northern  California mines and development  properties on a regular
quarterly  basis.  Estimated future net cash flows from each mine are calculated
using estimated future prices,  operating  capital,  and reclamation costs on an
un-descended  basis.  Reductions in the carrying value of each mine are recorded
to the extent the net book  value of the  investment  exceeds  the  estimate  of
future discounted net cash flows.

The  recoverability  of the carrying value of development  projects is evaluated
based upon persuasive  engineering  evidence of estimated  future net cash flows
from each property,  determined as described above, using estimates of contained
mineralization expected to be classified as proven and/or probable reserves upon
completion of a  feasibility  study.  Reductions  in the carrying  value of each
property are recorded to the extent that the Company's carrying value in each

                                      F-7

<PAGE>


property exceeds management's estimate of future discounted net cash flows. When
mining equipment is idle,  management decides if it will be used productively in
the  future.  For idle  equipment  that is unique to an  abandoned  or  impaired
property,  the Company  reduces its  carrying  value  following  the  impairment
accounting principle.

Management's estimates of gold prices, recoverable proven and probable reserves,
operating  capital,  and  reclamation  costs are  subject to  certain  risks and
uncertainties which may affect the recoverability of the Company's investment in
property,  plant, and equipment.  Although management has made its best estimate
of these factors  based on current  conditions,  it is reasonably  possible that
changes could occur in the near term which could adversely  affect  management's
estimate of the net cash flow expected to be generated from its operations.

Office Furniture and Equipment

Office furniture and equipment are recorded at cost. Depreciation is computed by
the straight-line method based upon the estimated useful lives of the respective
assets, generally three to five years.

Income  (Loss) per Common Stock

Income  (loss)  per  share of common  stock is  computed  based on the  weighted
average  number  of  shares  outstanding.   Warrants,  options  and  convertible
debentures  have not been included in the  calculation  as their effect would be
anti-dilutive.  All common shares included in the financial statements reflect a
reverse  stock  split of 1:12,  which the Board of  Directors  approved  and was
effective as of April 13, 1999.

Reclamation and Environmental Costs

Reclamation costs and related accruals are based on the Company's interpretation
of  environmental  and  regulatory  requirements.  Minimum  standards  for  mine
reclamation have been established by various governmental agencies. Reclamation,
site restoration, and closure costs for each producing mine are accrued over the
life of the mine  using  the  units-of-production  method.  Ongoing  reclamation
activities are expensed in the period incurred.

Income Taxes

The Company accounts for income taxes using the liability method, which requires
recognition of deferred tax liabilities,  and assets for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax returns.  Deferred tax assets and  liabilities  are determined  based on the
difference  between  the  financial  statements  and tax  basis  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.

Inventory

Gold inventory is stated at net realizable value.

Stock Based Compensation

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation,"  (SFAS  123),  which is  effective  for periods  beginning  after
December  15,  1995.   SFAS  123  requires  that  companies   either   recognize
compensation  expense  for  grants of stock,  stock  options,  and other  equity
instruments based on fair value or provide pro forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements.

                                      F-8

<PAGE>


The Company  intends to continue  to account  for its  stock-based  compensation
under Accounting  Principles Board No. 25; however,  the Company has adopted the
disclosure provisions of SFAS 123 for the fiscal year ended June 30, 1998.

Cash and Cash Equivalents

For purposes of reporting cash flows,  cash and cash equivalents  include highly
liquid debt instruments purchased with a maturity of three months or less.

Earnings Per Share

In February  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 128 (SFAS 128),  "Earnings Per
Share",  which was adopted by the Company for the year ended June 30, 1997. SFAS
128 replaces the  presentation of primary earnings per share with a presentation
of basic  earnings  per share based upon the weighted  average  number of common
shares for the period.

Leases

The Company  leases office space in Houston,  Texas and plans to open offices in
New York, N.Y. in the near future.

New Accounting Pronouncements

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
130 (SFAS 130), Reporting Comprehensive Income. This statement requires that all
items  that  are  required  to  be  recognized  under  accounting  standards  as
components of comprehensive  income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  SFAS 130 will
be adopted by the Company for the year ended  December  31,  1998.  Prior period
financial statements provided for comparative purposes will be reclassified,  as
required. Upon adoption, the Company does not expect SFAS 130 to have a material
effect upon the Company's financial condition or results of operations.

                                      F-9

<PAGE>


In June 1997, the FASB issued Statements of Financial  Accounting  Standards No.
131  (SFAS  131),  Disclosures  about  Segments  of an  Enterprise  and  Related
Information. The statement requires the Company to report income/loss,  revenue,
expense and assets by  business  segment  including  information  regarding  the
revenues derived from specific  products and services and about the countries in
which the Company is  operating.  The  Statement  also requires that the Company
report  descriptive  information  about  the way that  operating  segments  were
determined,  the  products  and  services  provided by the  operating  segments,
differences  between the measurements used in reporting segment  information and
those used in the Company's general-purpose financial statements, and changes in
the  measurement  of segment  amounts  from period to period.  SFAS 131 has been
adopted by the Company for the year ended December 31, 1998.  This statement has
no effect on financial  statements  traditionally  presented by the Company, but
increases required disclosures.

NOTE 3  - AFFILIATES AND RELATED PARTIES

Significant relationships with (1) companies affiliated through common ownership
and/or management, and (2) other related parties are as follows:

The Company has Joint ownership in the "Esperanza Gold Project". See Footnote #5
for a description of this Project and the joint ownership.

NOTE 4  - OFFICE FURNITURE AND EQUIPMENT

Office furniture and equipment have been written-off as a loss as the items were
repossessed, bartered, claimed or abandoned during the year ended June 30, 1999.
The Company  shall  reinstate  any  property  that is  recovered  if the Company
satisfies  amounts  that it is in default.  See  footnotes  6,7 and 12 regarding
commitments and contingencies with regard to the Company's property.

NOTE 5  - MINERAL PROPERTIES AND MINING EQUIPMENT

The Company's net investment in mineral  properties  and mining  equipment is as
follows:

                     Mining                   Development
                    Equipment      Land          Costs          Total
                   ----------   ----------    -----------    ------------

Carson Mine        $2,199,858   $        -    $   42,835     $ 2,242,693
Brush Creek Mine      408,496            -       403,171         811,667
Gardner's' Point
 and Pioneer Mines    185,477      770,327       128,521       1,084,325
Ruby Mine                   -            -     1,589,229       1,589,229 (*)
High Commission Mine 101,875             -             -         101,875
Esperanza gold project
 and Vocar S.A.R.L.
 Permits               3,580             -             -           3,580
                  ----------    ----------    -----------    ------------
                   2,899,286       770,327     2,163,756       5,833,369
Accumulated
 depreciation              -             -    (1,172,549)     (1,172,549)
                  ----------    ----------    -----------    ------------
                  $2,899,286    $  770,327    $  991,207     $ 4,660,820
Less abandoned
 during 1999               -             -      (991,207)       (991,207)(*)
                  -----------   ----------    -----------    ------------
                  $ 2,899,286   $  770,327    $        -     $ 3,669,613
                  ===========   ==========    ===========    ===========

                                      F-10

<PAGE>


(*) Note that the Company no longer holds a lease on Ruby Mine. The equipment on
the property remains with the former lessor.  The Company hopes to renegotiate a
lease or  purchase  the  property  at  which  time  equipment  may or may not be
returned. Equipment on other properties is either no longer on the properties or
is obsolete.

The  Company  owns or holds  claims and rights to the above  properties  but has
property taxes,  maintenance fees and reclamation  bonds outstanding with regard
to its  California  properties.  Those  amounts  have been  included in accounts
payable.

All of the Company's mineral properties in the U.S. contain mines, which were in
production  previously.  All such mines,  except for the Esperanza Gold Project,
Salinas,  Mexico Coal Project and Vocar S.A.R.L.  Permits,  Gardner's  Point and
Pioneer Mines are located in the  Allegheny-Forest-Downieville  mining districts
on the western slope of the Sierra Nevada mountain range in Northern  California
and aggregate  approximately 6,300 acres.  Because of the close proximity of the
mines to each other,  the Company plans to centralize  milling  operations.  The
Gardner's  Point and  Pioneer  Mines  are  located  outside  this  district  and
management  has been  evaluating  alternatives  to  placing  them  into  current
production.  The Esparanza Gold Project is located in Southeastern Honduras. The
VOCAR  S.A.R.L.  mining  permits are located in the  Central  African  Republic.
Current developments and commitments related to certain properties follow:

                                      F-11

<PAGE>


Reverse  Merger  between  Brush Creek  Mining &  Development  Company and J.A.B.
International, Inc.

On April 14,  1999 the  Company  completed  a merger  whereby  it  obtained  two
properties.  The company obtained a Central African Republic  registered company
named VOCAR S.A.R.L.  which holds the permits to a mining concession  located in
the  Southeastern  section of the  country.  This  company was formed in 1987 by
Robert  Hendry,  Esq. And Harold McQuire in 1994 and purchased by the Company in
1994.  The permits for the mining  property were granted in November of 1995 and
are in VOCAR S.A.R.L.  and the Company's name. The permits require a maintenance
fee of  $5,000  every 5 years,  of which no fees are  outstanding.  The  permits
require  that the  Company  pay an import  tax on mining  equipment  of  various
amounts  and an export  tax on  minerals  at 8.25% of the  value in the  Central
African  Republic.  The mining area is 3,500 square  kilometers in size with one
major river with  tributaries.  The Company has initiated test pits to determine
the  recoverability  of diamonds and gold.  A full  geological  and  engineering
report is planned.

In addition to this property,  the Company acquired the "Esperanza Gold Project"
from the Esperanza  Mining Company in 1997. 80% of the Esperanza  Mining Company
was purchased with 50,000 common shares of the Company's  stock and an agreement
to pay a 3% net smelter royalty. Through additional agreements,  the Company has
issued an additional  100,000 common shares of the Company's  stock.  The mining
company was formed in the US by 3 Honduran  natives who owned the property.  The
property is roughly  49,000 acres located in the North Central part of Honduras.
Only  minor  exploration  has  taken  place  to  date.  A  full  geological  and
engineering  report is planed.  The Honduran  Government changed the mining laws
during the year 2000  whereby the Company had its law firm in  Tegucigalpa  file
papers with the bureau of mines to keep current.  The Company is responsible for
filing  a  Mining  Plan of  Operations  with the  Government  in  order  stay in
compliance with the new law.

NOTE 6  - DEMAND NOTE PAYABLE AND LINES OF CREDIT

On February 1, 2001, the Company entered into a 120-day note payable for $12,000
with an interest rate of 15% for the 120-day period. Principal and interest were
due at the end of the term. The Company will extend the due date until such time
that alternative financing becomes available.

The Company  has an  additional  demand  note  payable in the amount of $50,000,
which has  100,000  shares of common  stock to be issued in lieu of an  interest
charge.  The note was incurred with  installment  receipts during the year ended
December 31, 2001.

No unused lines of credit exist.

NOTE 7  - INCOME TAXES

At December 31, 2001 the Company had available net operating loss carry forwards
for  financial  statement  and  federal  income tax  purposes.  These loss carry
forwards expire between 2002 and 2021.

The Company has reported income tax losses of approximately $56,349,770 in prior
years.  In  general,  income tax losses are carried  forward to future  years to
reduce  future  income  taxes,  however,  the full amount of these losses is not
available or has been reduced.

The  Company's  management  has decided a valuation  allowance  is  necessary to
reduce any tax benefits because the available  benefits are more likely than not
to expire before they can be used.

                                      F-12

<PAGE>


NOTE 8  - SHAREHOLDERS' EQUITY

For the year ended December 31, 2001,  the Company  changed from its fiscal year
end of June 30th to a calendar year end of December 31st. The accounting for the
years ended  December  31,  2001 and 2000 are  presented  comparatively  for the
respective  years.  The  shareholders'  equity  section  reflects this change in
year-end.


During the year ended December 31, 2001, the following major equity transactions
occurred:

On June 4, 2001, the Company acquired 100% of the stock in Gables Company, Inc.,
a Florida corporation,  in exchange for the transfer to Gables Company,  Inc. of
all personal and real  properties,  both secured and unsecured,  relating to the
Brush Creek property in California. As of June 4, 2001, Gables Company, Inc. has
had no assets or liabilities or operations since 1994,  therefore the Company is
not required to include separate financial statements.  Gables Company, Inc. has
adopted the same fiscal year end as the Company.

Pursuant  to a  non-binding  letter of intent  dated June 7, 2001,  the  Company
acquired the right to purchase certain mineral  properties located in Zacatacas,
Mexico.

Pursuant  to the  unanimous  written  consent of the Board of  Directors  of the
Company dated June 1, 2001, the Board authorized the creation or the acquisition
of  subsidiaries  to hold mining  properties.  On June 13, 2001,  the  following
documents were filed with the Florida Department of State:

         Articles of Incorporation for J.A.B. Central Africa, Inc.
         Articles of Incorporation for J.A.B. Honduras, Inc.
         Articles of Incorporation for J.A.B. Mexico, Inc.

On or about June 14,  2001,  the Company was issued 100% of the stock in each of
these new corporations. On or about June 14, 2001, the following acquisitions or
dispositions of assets were commenced:

The  Company  transferred  to J.A.B.  Central  Africa,  Inc.  all of the  assets
comprising its mining  operations in Central Africa,  including  permits related
thereto.  The Company  transferred  to J.A.B.  Honduras,  Inc. all of its assets
comprising the "Esperenza Gold Project," a 49,000-acre  placer gold mine located
in Southeastern Honduras. The Company assigned to J.A.B. Mexico, Inc. its rights
to acquire certain mineral properties  located in Zacatccas,  Mexico. All of the
above  assets have no recorded  value.  The assets will be valued in  accordance
with accounting standards after appropriate geological reports are comprised.

The Company  undertook a three for one stock split  during the third  quarter of
fiscal 2001. The earnings per share calculation have been retroactively adjusted
in consideration of this split.

The Company issued 1,700,000 common shares for services  provided to the Company
at a value of $51,000.  The President of the Company  received  1,000,000 of the
1,700,000 shares issued per his compensation  agreement with the Company.  These
shares were issued prior to the three for one stock split listed above.

During the year ended December 31, 2000, the following major equity transactions
occurred:

                                      F-13

<PAGE>


The Company  undertook an S-8  registration for the issuance of 1,330,000 common
shares with a value of $987,500 during the first quarter of the year. The shares
issued were used to reduce accrued  consulting  expenses  incurred during fiscal
year 1999.

The Company also issued 174,209 common shares with a value of $57,017 to convert
a demand note payable to common stock.

The Company sold 465,791  shares of common stock for $152,449 in cash during the
fiscal year 2000.

During fiscal 1999, the following major equity transactions occurred:

On March 1, 1999 the Company issued  3,730,861  common shares valued at $894,287
to Jefferson  Adams Bootes for services as a Director of the Company.  After the
issuance there were 9,235,040 shares issued and outstanding.

The Company  offered a 1 for 12 reverse  stock  split on April 13, 1999  leaving
869,455 common shares issued and outstanding.

In an exchange of 3,580,000  common shares of the  Company's  stock on April 14,
1999, the Company executed a tax-free reverse merger with a Florida  corporation
by the name of J.A.B. International, Inc. The merger was accounted for under the
purchase method.  The transaction was valued at the Company's par value.  When a
proper reserve study is completed of the acquired  assets,  the transaction will
be  revalued in  accordance  with  industry  standards.  The assets  transferred
included  VOCAR  S.A.R.L.,  a company that holds permits to a mining  concession
located in the  Southeastern  section of the Central African  Republic,  and the
Esperanza Gold Project, a 49,000-acre placer gold mine in Southeastern Honduras.
At the time of merger the Company  changed its name from Brush Creek  Mining and
Development Company, Inc. to J.A.B. International,  Inc. The Florida Corporation
was then dissolved leaving J.A.B. International, Inc., a Nevada corporation, the
surviving  company.  After this merger,  the Company had 4,449,455 shares issued
and outstanding.

During fiscal 1998, the following major equity transactions occurred:

The Company  affected a 10 for 1 reverse stock split.  To effect the split,  the
Company's  authorized,  issued,  and  outstanding  no par stock was reduced from
53,705,482 to 5,504,179.

At year-end,  the Company  shareholders'  equity had increased  2,673,600 and is
carried as subscribed common stock.

The Company sold 1,867,131  shares of Common Stock for $2,224,599.  These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

The Company  issued  500,000  shares of Common Stock with a value of $3,250,001.
The shares were registered  with the Securities and Exchange  Commission on Form
S-8.

The  following  shares  were sold under  Regulation  D and  Section  4(2) of the
Securities  Act of 1933.  Investors  who acquire such shares were required to be
accredited investors.  The Company has agreed to register the shares pursuant to
a  registration   statement  to  be  filed  with  the  Securities  and  Exchange
Commission.  The Company sold 600,000 restricted shares of Common Stock at $.125
per share  wherein  the Company  received  net  proceeds  of $75,000;  1,822,221
restricted shares of Common Stock at $.15 per share wherein the Company received
net proceeds of $290,000;  4,300,000  restricted  shares of Common Stock at $.07
per share  wherein the Company  received  net  proceeds of  $301,000;  6,600,000
restricted shares of Common Stock at $.10 per share

                                      F-14

<PAGE>


wherein the Company received net proceeds of $660,000; 670,000 restricted shares
of Common Stock at $.50 per share  wherein the Company  received net proceeds of
$335,000;  1,750,00 restricted shares of Common Stock at $.184 per share wherein
the Company  received  net  proceeds of $322,000;  60,000  restricted  shares of
Common  Stock at $.50 per share  wherein the Company  received  net  proceeds of
$30,000;  1,150,000 restricted shares of Common Stock at $.184 per share wherein
the Company received net proceeds of $211,600. The Company sold 5,000,001 shares
of Common  Stock  under  Regulation  S at $.65 per  share  wherein  the  Company
received net proceeds of $3,250,000.

During fiscal 1997, the following major equity transactions occurred:

The Company sold 286,756  shares of Common  Stock for  $1,016,250.  These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

The  Company  issued  2,000  shares  of Common  Stock  with a value of $5,200 in
connection with its acquisition of the New California Placer Mine.

The Company  issued 16,500  shares of Common Stock with a value of $41,250.  The
shares were registered with the Securities and Exchange Commission on Form S-8.

Shareholders'  equity increased by $1,200,000 as shares issued in the prior year
were used to settle the Zuri Invest litigation.  See 100,000 shares below issued
in 1996.

The Company sold 360,001  restricted  shares of Common Stock at $.0625 per share
wherein the Company received net proceeds of $225,000; 660,000 restricted shares
of Common Stock at $.07 per share  wherein the Company  received net proceeds of
$460,600;  175,455  restricted  shares of Common Stock at $.11 per share wherein
the Company  received  net proceeds of $193,000;  140,000  restricted  shares of
Common  Stock at $.125 per share  wherein the Company  received  net proceeds of
$175,000.  All  shares  were sold under  Regulation  D and  Section  4(2) of the
Securities  Act of 1933.  Investors who acquired such shares were required to be
accredited investors.  The Company has agreed to register the shares pursuant to
a  registration   statement  to  be  filed  with  the  Securities  and  Exchange
Commission.

During fiscal 1996, the following major equity transactions occurred:

The Company sold 678,350  shares of Common  Stock for  $6,875,416.  These shares
were old pursuant to Regulation S of the Securities Act of 1933.

The  Company  issued  110,000  shares as partial  settlement  of the Zuri Invest
litigation.  These shares were held in trust by the adverse party. The stock was
forfeited  and was valued at fair market  value on the forfeit  date,  i.e.  the
trading price.

The Company  issued  21,667  shares as partial  settlement  of the Royal Bank of
Scotland litigation.

During fiscal 1995, the following major equity transactions occurred:

The Company sold 256,667  shares of Common  Stock for  $3,696,457.  These shares
were sold pursuant to Regulation S of the Securities Act of 1933.

                                      F-15

<PAGE>


NOTE 9  - STOCK OPTIONS AND WARRANTS

Upon the merger that  occurred on April 14, 1999,  the Company  cancelled all of
its existing stock option agreements.

NOTE 10  - COMMITMENTS AND CONTINGENCIES

Compensation Agreement:

During March of 1999, the Company entered into a 5-year  compensation  agreement
compensation agreement with Jefferson Adams Bootes, the President and CEO of the
Company,  whereby he is to  receive  compensation  of $25,000  per month for his
duties as President and CEO.

Changes in management:

Recent  changes  in  management,  as  noted  in  footnote  18,  have  led to the
contingency  that all  transaction and liabilities may not have been recorded in
the Company's  accounting  records during fiscal year 1999. With the uncertainty
of  the  Company's  cash  flows,  the  Company's  management  chose  to  satisfy
liabilities that may or may not have been recorded with the bartering of company
assets  such as  equipment.  In  addition,  assets such as  equipment  have been
claimed by lessors of property in which the Company is in default.

The Company's management has inspected the mining locations for property and has
written-off  as an  abandonment  loss any assets not  observed.  In addition the
Company's  management has decided to leave accounts  payable amount as being due
if satisfaction has not been recorded in the Company's  accounting  records.  At
such time that the Company has funds to  research  these  amounts as having been
satisfied and possibly  additional  amounts due, the Company will  determine the
materiality of these amounts in order to determine if a prior period  adjustment
should be recorded and revised statements issued.

Contingencies:

The Company is currently in default of its property  taxes on the  properties in
Sierra  County,  CA. The Company has also had judgments  filed against it, which
have been accrued at $4,951,229.  The Company may have additional  suits brought
against it in the  future.  Currently  the Company is  negotiating  settlements,
however,  there is no assurance as to whether the Company will be  successful in
these negotiations.  The Company has reduced these accrued amounts in accordance
with the settlement agreements agreed to by the litigants.

Judgments  whereby a settlement  agreement has been agreed to have been recorded
at the minimum  amount due. The additional  judgment  liability that the Company
would record if a settlement were not in place is $5,850,000.

The  Company  is  currently  accruing  expense  reimbursements  for the  Company
president to retain all records for the Company.

The Company's  mining and exploration  activities are subject to various federal
and state laws and  regulations  governing the  protection  of the  environment.
These laws and regulations are continually  changing and are generally  becoming
more  restrictive.  The Company  conducts  its  operations  so as to protect the
public health and  environment and believes its operations are not in compliance
with all applicable laws and  regulations.  The Company has made, and expects to
make in the future,  expenditures to comply with such laws and regulations.  The
Company cannot predict such future expenditures.

                                      F-16

<PAGE>


On April 1, 1997,  the Company sold certain  pieces of equipment with a net book
value of  $73,191  for  $60,000  pursuant  to a  sale-leaseback  agreement.  The
agreement  required a single $90,000 payment on July 31, 1997 to reacquire title
to the equipment.  The Company did not make the $90,000 payment and defaulted on
the agreement.  Subsequent to the default, the Company made a $10,000 payment to
continue to use the equipment.  No additional agreements or modifications to the
original agreement have been made. Due to the Company's default,  the assets are
not included on the books of the Company.

NOTE 11  - LEGAL PROCEEDINGS

Filing of Reorganization

On December 1, 2000,  the Company filed for  reorganization  under Chapter 11 in
the state of Florida. The court dismissed this filing on February 15, 2001.

On June 12, 2001, a subsidiary of the Company,  Gables Company,  Inc., filed for
reorganization under Chapter 11 in the state of Florida. The court had converted
the  filing to  Chapter 7 during  the month of  December  2001.  The  Company is
currently  reorganizing  its debt  issues and plans to  litigate  a  substantive
portion of litigation debt and convert the Chapter 7 filing to Chapter 11.


The Royal Bank Action.

During the quarter ended June 30, 2002, the Company has negoted a new settlement
agreement  to reduce the  amount due to  $250,000  also with  319,000  shares of
common stock due at the time payment is made. Prior agreements are as follows:

On December 13,  1995,  the Company  entered into an agreement  (the "Royal Bank
Agreement") to settle an action commenced by the Royal Bank of Scotland,  et al.
by delivering to the plaintiffs (the "Royal Bank Plaintiffs")  216,667 shares of
the Company's Common Stock and cash in the amount of $241,000.  The Company also
assigned  to the Royal Bank  Plaintiffs  a portion of its  interest in any total
recovery from claims against the law firm formerly known as Bartel,  Eng, Miller
& Torngren, the Company's formal legal counsel ("Bartel,  Eng"). On December 13,
1996,  the  Company  was  further  required to deliver to each of the Royal Bank
Plaintiffs,  at his or her option,  additional  shares of the  Company's  common
stock or additional  cash. The number of shares of Common Stock or the amount of
cash each Royal Bank  Plaintiff  was entitled to receive was based on the amount
of his or her pro rata  interest in amounts paid by the Company  pursuant to the
Royal Bank  Agreement.  If all Royal Bank  Plaintiffs  elected to receive Common
Stock,  then the Company would have been required to issue and deliver a maximum
of 300,000 shares in the aggregate and if all Royal Bank  Plaintiffs  elected to
receive  cash,  then the Company would have been required to deliver cash in the
maximum aggregate amount of $600,000.

Prior to  December  13,  1996,  the Royal  Bank  Plaintiffs  elected  to receive
$600,000  in cash  under  the  terms of the Royal  Bank  Agreement.  On or about
December 17, 1996, the Company  received  notice from the Royal Bank  Plaintiffs
that the  Company  was in  default of its  obligation  to pay them  $600,000  on
December  13, 1996.  Under the Royal Bank  Agreement,  such  default  caused the
Company to incur an immediate $3.25 million debt to the Royal Bank Plaintiffs.

In fiscal 1999, the Company again amended the  Forbearance  Agreement to provide
for payment to Royal bank of $200,000 and 75,000 shares of the Company's  Common
Stock ("Amendment No. 3").

                                      F-17

<PAGE>


Effective on March 17, 1999, the Company  entered into an Amendment No. 4 to the
Forbearance  Agreement  ("Amendment No. 4") which, among other things,  provides
that the Royal Bank Plaintiffs  would continue to forbear from exercising  their
rights and  remedies  under the Royal Bank  Agreement  and  related  Forbearance
Agreement,  provided the Company performed the following: (a) on or before April
16, 1999 paid  $200,000 of the  Judgment  Amount (as defined in the  Forbearance
Agreement).  The Company also agreed to issue to the  plaintiffs an aggregate of
319,500 shares of the Company's common stock ("Additional  Forbearance  Shares")
pursuant  to an  exemption  from  registration  under Rule 506 of  Regulation  D
promulgated  under  Section 4(2) of the  Securities  Act. The Company  agreed to
register these shares with the Securities and Exchange Commission on Form S-3 no
later than December 31, 1999.  The plaintiffs  and the Company  executed  mutual
releases,  with the  release in favor of the  Company to be  effective  upon the
Company's  performance of all of its  obligations  under Amendment No. 4 and the
other settlement documents.

The Company's  obligations  under the Royal Bank  Agreement are secured by (1) a
deed of trust on all real property and patented and  un-patented  mineral claims
owned by the  Company;  (2) a first  priority  security  interest  in all of the
Company's  right,  title and  interest  in and to any and all  goods,  products,
yield,  receivables,  inventory (including any gold from any mines), any and all
exploration and drilling  information,  data, maps, reports or surveys,  and any
and all income and proceeds  derived from the  Company's  mining  operations  on
property  which the Company  presently  or  subsequently  owns or leases;  (3) a
first-priority  security interest in the Company's right,  title and interest in
and to any total recovery by the Company on the claims against Bartel,  Eng; and
(4) a stipulated judgment in the amount of $3,250,000.

The Anderson Matter.

The Company was  plaintiff in the matter of Brush Creek  Mining and  Development
Co., Inc. v. Anderson,  et al., United States District Court,  Northern District
of  California,  case no.  C94-3487 CAL, filed on September 24, 1994. The action
was  against  former  officers  and  directors  of the  Company  and  others for
violations of federal and state  securities  laws and common law torts. On April
3, 1998, the Company's counsel, the Hinton & Alfert firm, withdrew as counsel of
record.  Upon the  Company's  failure to obtain new  counsel as  directed by the
Court, the action was dismissed with prejudice on May 15, 1998.  Following entry
of judgment of dismissal,  two of the defendants  moved as purported  prevailing
parties for an award of attorney's fees and costs incurred in defending  against
the  Company's  claims.  The  defendants  sought  by  their  motion  to  recover
$63,782.14.  On August 21, 1998, the Court denied the  defendants'  motion.  The
Company is not actively pursuing this matter.

The Volcanic Matter.

On August 12,  1998,  Volcanic  Resources,  LLC filed a  complaint  against  the
Company,  its past CEO and Chairman of the Board,  and two of its directors.  On
September 16, 1998,  Plaintiff filed its First Amended Complaint alleging breach
of  contract  and breach of express  warranties  against  the  Company  only and
alleging fraud,  negligent  misrepresentation,  rescission,  constructive trust,
declaratory  relief and violation of Business and Professions Code section 17200
against  all  defendants.  The  underlying  contract  giving  rise to this  suit
involves a written Exploration, Development and Mine Operating Agreement entered
into November 20, 1997 between  Sterling Mining,  LLC and the Company.  Sterling
Mining,  LLC  assigned its rights under the  Exploration,  Development  and Mine
Operating  Agreement to  Plaintiff.  In  accordance  therewith,  the  individual
defendants filed three  preliminary  "motions":  (1) Motion to Change Venue; (2)
Demurrer; and (3) Petition to Compel Arbitration.

                                      F-18

<PAGE>


The Shareholder Suit.

In  August  1999,  Paul  Body and  other  shareholders  of the  Company  filed a
complaint against the Company,  its past CEO and Chairman of the Board and three
of its directors,  alleging fraudulent  misrepresentations,  breach of contract,
breach  of  express  and  implied  contractual  obligations,   defamation.   The
plaintiffs  purchased  shares of common  stock in a private  offering and allege
that the  defendants  fraudulently  misrepresented  the financial  condition and
business  prospects of the Company.  The defendants also allege that the Company
did not  register  the  common  stock  purchased  as it agreed to as part of the
private placements.  Certain plaintiffs also allege that they were obstructed in
their efforts to sell certain of their shares of common  stock.  With respect to
the defamation  allegations,  the plaintiffs  allege that the former chairman of
the Company posted publicly on the Internet defamatory  statements regarding the
plaintiffs and that the Company has never withdrawn or recanted such statements.
As of June 30, 2002 the Company has negotiated a settlement with the plaintiff's
for $113,500 in cash and 300,000 shares of the Company's common stock.

Other Matters.

In fiscal  1996 and 1997,  the Company was  requested  pursuant to a  non-public
informal  inquiry  by  the  staff  of the  Securities  and  Exchange  Commission
("Commission"), to provide information to the Commission regarding the Company's
financing activities in reliance upon Regulation S under the Securities Act. The
Commission  advised the Company  that the inquiry  should not be construed as an
indication  by the  Commission  or its  staff  that any  violations  of law have
occurred,  nor should it be considered a reflection upon any person.  No charges
were filed as a result of the inquiry.

On February 8, 1996, the Company filed a complaint against F. James Anderson and
Simone  Anderson in Superior  Court of the State of  California,  in and for the
County of  Sacramento,  Case No.  96AS  00513  (the  "Sacramento  Action").  The
complaint seeks (a) judicial determination and declarations that the Company (1)
has no further  obligations  to advance  defense fees and costs  incurred by the
Andersons in connection  with other settled  litigation  involving  Zuri Invest,
including on the  Andersons'  appeal of that judgment  (which fees and costs the
Company agreed to pay pursuant to a settlement in a previously resolved matter);
(2) is entitled to recoup  defense fees and costs  allocable  to the  Andersons'
defense of claims in the Zuri  Invest  matter for which they were found  liable;
(3) is not required to indemnify the  Andersons for their  liability in the Zuri
Invest  litigation;  (4) has no duty or  obligation  to the Andersons to account
for, replenish, and/or return monies to or pay interest on the $200,000 provided
by the Andersons as partial  indemnification  to the Company in connection  with
the Royal Bank  litigation;  and (5) is entitled to have all amounts returned to
the Company from the $200,000  which were  disbursed for the purposes other than
to indemnify the Company such that the Company  receives the full net benefit of
the $200,000,  and (b) equitable  indemnification  to collect from the Andersons
their proportionate share of the judgment in the Zuri Invest litigation.

On April 4, 1996,  the  Company  was served  with the  Andersons'  answer to the
Sacramento Action and they're  cross-complaint  against the Company.  The answer
generally denied the allegations of the Company's complaint and asserted various
affirmative  defenses.  The  cross-complaint  seeks judicial  determination  and
declarations that the Company (1) is obligated to advance the Andersons' defense
costs  (including  costs of appeal) in the Zuri  litigation and defense costs in
the Federal  Action and (2) is obligated to indemnify  them from the judgment in
the Zuri Invest  litigation and any judgment that might be rendered against them
in the Federal Action.

                                      F-19

<PAGE>


Also,  on April 4, 1996,  the Company was served with a motion by the  Andersons
for summary  adjudication  of two of their cross  claims which would have forced
the Company to advance the  Andersons'  defense cost in the Zuri  litigation and
the  Federal  Action.  On May 3, 1996,  the  Andersons'  motion was heard by the
superior court and denied.  The Company  answered the Andersons' cross complaint
on May 6, 1996 generally denying the allegations and asserting various defenses.
[Although the Company has not done so to date,  the Company may attempt to amend
its  original  complaint  to assert an  additional  claim to hold the  Andersons
liable for the entire amount of the Royal Bank of Scotland settlement.

The Company is a party to other various  claims,  legal  actions and  complaints
arising  in the  ordinary  course of  business.  In most cases the  Company  has
negotiated  settlement   agreements,   which  are  reflected  in  the  financial
statements.  In the opinion of  management,  the ultimate  disposition  of these
matters  will not have a material  adverse  effect on the  business or financial
position of the Company. The judgment amounts are as follows:

1. Ruby  Development  - Judgment for  $1,250,000,  default for breech of contact
associated  with lease of the mine. The Company was not properly served and will
ask the court to set aside the judgment.

2. Kate Hardy / Omega - Judgment for $401,606,  The Company has agreed to settle
for $100,000 in cash and 100,000 shares of the Companies common stock.

3. Rising Sun - Judgment for $250,000

4. Jean Gasperoni - Judgment for $105,000,  filed suit for commission on funding
that the  company  did not  receive.  The  company is  currently  appealing  the
judgment.

7. Robert Half Inter. - Judgment for $21,481.79,  dated 3/23/99, The company has
agreed to settle for $7,000 in cash.

8. Western  Capital  Group for  $300,000,  Financial  Public  Relations  firm in
Aurora, Co. had a consulting agreement with Brush Creek from May 1, 1998 through
October 1, 1998.  Award by Arbitrator on Dec. 30, 1998 of $209,211.00 Plus costs
of $2,323.50 and interest of 8% per month from Aug. 1, 1998. As of June 30, 2002
the Company has agreed to settle for $150,000 in cash.

NOTE 12  - SEGMENT INFORMATION

The Company's activities have been devoted to the acquisition,  development, and
production of mineral properties.  Accordingly,  the Company is considered to be
in a single  line of  business.  To  date,  substantially  all of the  Company's
identifiable  assets  and  operating  expenditures  are  in the  United  States,
Southeastern Honduras and Africa.

NOTE 13 - SUBSEQUENT EVENTS

The  Company is  currently  anticipating  a  $10,000,000  funding for the mining
properties in Salinas, Mexico. On May 16, 2002 a written commitment was received
by the  Company  with actual  funding to be in place by the end of August  2002.
Since then the funding group has requested more information from the Company and
has also  required the Company to produce  core  samples from the property  from
outside geologists.

                                      F-20

<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

Introduction

The  following  discussion  should  be read in  conjunction  with the  Financial
Information  and Notes  thereto  included in this report and is qualified in its
entirety by the  foregoing.  This report  contains  information  relating to the
Company  that are based on the beliefs  and  assumptions  made by the  Company's
management as well as information  currently  available to the management.  Such
beliefs  reflect the current  views of the Company with respect to future events
and are subject to certain risks,  uncertainties and assumptions.  Should one or
more  of  these  risks  or  uncertainties  materialize,   or  should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described herein as anticipated,  believed,  estimated or expected.  The Company
has no obligation to publicly  release the result of any revisions  which may be
made to any forward- looking statements to reflect  anticipated or unanticipated
events or circumstances  occurring after the date of such statements.  Liquidity
and Capital  Resources The mining industry is capital  intensive and the Company
is continuing its efforts to develop active mining operations. During the fiscal
quarter ended March 31, 2002, the Company raised  approximately $0 from the sale
of shares of common stock.  Consistent with prior years,  the Company derived no
material  revenues  from  operations.   The  Company's  accumulated  deficit  at
September 30, 2002 was $56,653,457, compared to accumulated deficit at September
30, 2001 of  $59,617,553.  As of September  30,  2002,  the Company had negative
working capital of $4,571,568.  Mineral properties and mining equipment,  net of
depreciation was $3,836,249 at September 30, 2002 and September 30, 2001.

The  Company's  financial  resources  are limited and to date have been depleted
through  development  costs and losses  sustained  by the  Company  through  its
development  stage.  The Company has  virtually  no liquidity as a result of its
costs and  losses,  and the  Company  currently  is  experiencing  a severe cash
shortage.  Additional financing is currently being negotiated for the Company to
cover its  mining  and  development  costs  and to  commence  full-scale  mining
operations.  If the Company is unable to obtain the funding, the Company may not
be able to  achieve  its  business  objectives  and may have to  scale  back its
development  plans.  During the fiscal  quarter ended  September  30, 2001,  the
Company continued to be in default with respect to certain county taxes.

The  Company   estimates   mining   development  and  operating  costs  will  be
approximately $20 million for the next fiscal year, assuming the Company is able
to obtain adequate financing on terms acceptable to the Company. The majority of
these funds will be used to exploration and development operations. There can be
no  assurance  that the Company will be able to obtain such  financing,  or that
such  financing,  or that the terms of such  financing will be acceptable to the
Company. During December 2000, the Company filed Chapter 11 under the Bankruptcy
laws,  and the case was  dismissed  in the  quarter  ended March 31,  2001.  The
Company created the following subsidiaries in June of 2001 to hold the company's
current assets and future assets:

J.A.B. Mexico, Inc.                 In negotiations for Mexican properties
J.A.B. Honduras, Inc.               Holds Esperanza mining permits
J.A.B. Central Africa, Inc.         Holds Central African mining permits
Gables Company, Inc.                Holds former Brush Creek mining properties.

                                       22

<PAGE>


Results Of  Operations  The  Company  had total  revenues of $262 for the fiscal
quarter ended September 30, 2002 as compared to total revenues of $1,256 for the
fiscal quarter ended September 30, 2001.  Revenues consisted of interest income.
The Company had no material revenues from mining operations, which is consistent
with the year ended December 31, 2001. The Company had a net loss of $83,186 for
the fiscal  quarter  ended  September  30,  2002,  as  compared to a net loss of
$84,462 for the fiscal  quarter ended  September  30, 2001.  The decrease in the
size of the net loss of $1,276 is largely attributable to an decrease in general
and administrative expenses.  General and Administrative expenses decreased from
$85,268  for the fiscal  quarter  ended  September  30,  2001 to $83,960 for the
fiscal quarter ended September 30, 2002.

Item 3.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report  on Form  10-Q,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Quarterly  Report on Form 10-Q contains any untrue  statement of a
     material  fact or omits  to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Quarterly Report on Form 10-Q, and

     (ii) the financial statements,  and other financial information included in
     this Quarterly Report on Form 10-Q, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     Company as of, and for, the periods  presented in this Quarterly  Report on
     Form 10-Q.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

Part II

Item 1.  Legal Proceedings

Item 2.  Changes in Securities.

None

Item 3.  Defaults Upon Senior Securities.

None

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

None

Item 5.  Other Information.

None

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

Exhibits.

     99.1   Sarbanes-Oxley Certification by Chief Executive Officer


                                       23

<PAGE>


I, Jefferson Bootes, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of J.A.B. International,
Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:

A)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

B)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

A)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

B)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

     Date: November 26, 2002

     /s/  Jefferson Bootes
     -------------------------------------------------
     Jefferson Bootes
     Chief Executive Officer (or equivalent)



                                       24


<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.



                             JAB INTERNATIONAL, INC.
                         -----------------------------
                                  (Registrant)





     By: /s/ Jefferson A. Bootes                   Date: 26 November 02
     ---------------------------                        ------------------
     Jefferson A. Bootes,
     Chief Executive Officer


                                       24