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 31, 2001

[_]  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  31,  2001,  are not
necessarily  indicative  of the results that may be expected for the year ending
June 30, 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 June 30, 2001.

                           J.A.B. INTERNATIONAL, INC.

                              Financial Statements
                                Table of Contents


                                                                        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.
                                AND SUBSIDIARIES
                         ( A Development Stage Company)
                                  BALANCE SHEET
                            As of September 30, 2001
                                and June 30, 2001






ASSETS
                                                                September 30,       June 30,
                                                                    2001              2001
                                                               ---------------  ---------------
<S>                                                            <C>              <C>
CURRENT ASSETS
       Cash                                                    $         2,810  $         2,808
                                                               ---------------  ---------------
                 Total Current Assets                                    2,810            2,808

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

       TOTAL ASSETS                                            $     3,839,059  $     3,839,057
                                                               ===============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURENT LIABILITIES

       Accounts payable and accrued liabilities                $     2,751,575  $     2,638,195
       Note payable                                                     24,150           23,650
       Liability due to litigation                                   4,891,729        4,851,229
                                                               ---------------  ---------------
                 Total current liabilities                           7,667,454        7,513,074



SHAREHOLDERS' EQUITY

       Common stock - $.001 par value;
          authorized 100,000,000 shares;
          issued and outstanding,  24,358,365 shares                 55,789,158      55,789,158
       Accumulated Deficit                                          (11,260,214)    (11,260,214)
       Accumulated Deficit during the Development Stage             (48,357,339)    (48,202,961)
                                                               ---------------  ---------------

                 Total shareholders' equity                          (3,828,395)     (3,674,017)


TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                     $      3,839,059 $     3,839,057
                                                               ===============  ===============
</TABLE>





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

                                      F-1


<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
             For the three months ended September 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2001





                                                                                             Period from
                                                                                            July 1, 1989
                                                                                               Through
                                                                                            September 30,
                                                             2001             2000              2001
                                                       ---------------- ----------------- -----------------
<S>                                                     <C>             <C>               <C>
REVENUES

      Sale of Joint Venture                             $             - $               - $       4,232,000
      Other Income - logging                                          -               135           193,956
      Interest                                                      479             1,654           225,398
                                                       ---------------- ----------------- -----------------

      TOTAL REVENUES                                                479             1,789         4,651,354
                                                       ---------------- ----------------- -----------------

 EXPENSES

      General and Administrative                                154,857           121,489        21,554,872
      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                                            154,857           121,489        53,142,625
                                                       ---------------- ----------------- -----------------

      Other expense - interest                                        -                              (1,650)

      Loss Before Extra-ordinary Item                          (154,378)         (119,700)      (48,492,921)
       Extra-ordinary Item, Net Gain from Debt
         Extinguishment, Net of Tax                                   -                 -           144,462
                                                       ---------------- ----------------- -----------------

NET INCOME (LOSS)                                              (154,378)         (119,700)      (48,348,459)
                                                       ================ ================= =================

NET LOSS PER COMMON SHARE                                         (0.01)            (0.01)
                                                       ================ =================

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                           24,385,365        13,348,365
                                                       ================ =================
</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.
                                AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                       STATEMENTS OF SHAREHOLDER'S EQUITY
                               Septemeber 30, 2001






                                                      COMMON STOCK
                                               -----------------------------
                                                                                             Accumulated
                                                                                               Deficit
                                                  Number                                      During the
                                                    of                       Accumulated     Development
                                                  Shares        Amount         Deficit          Stage            Total
                                               -------------- -------------- -------------- ---------------- -------------
<S>                                              <C>             <C>          <C>              <C>           <C>
Balance, June 30, 1999                              4,449,455     54,541,192   (11,260,214)     (47,167,223)    (3,886,245)

Stock issued for retirment of debt
        accrued for services during prior year      1,330,000        987,500                                       987,500
Stock issued to retire demand note                    174,209         57,017                                        57,017
Stock issued for cash                                 465,791        152,449                                       152,449

Net Loss                                                                                           (618,647)      (618,647)
                                               -------------- -------------- -------------- ---------------- -------------

Balance, June 30, 2000                              6,419,455     55,738,158   (11,260,214)     (47,785,870)    (3,307,926)

Stock issued for services                           1,700,000         51,000                                        51,000
Stock spliit, 3 shares for 1 share                 16,238,910
Net Loss                                                                                           (417,091)      (417,091)
                                               -------------- -------------- -------------- ---------------- -------------

Balance, June 30, 2001                             24,358,365     55,789,158   (11,260,214)     (48,202,961)    (3,674,017)

Net Loss                                                                                           (154,378)      (154,378)
                                               -------------- -------------- -------------- ---------------- -------------

Balance, September 30, 2001                        24,358,365    $55,789,158  $(11,260,214)    $(48,357,339) $  (3,828,395)
                                               ============== ============== ============== ================ =============
</TABLE>




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


                                      F-3



<PAGE>



<TABLE>
<CAPTION>
                           J.A.B. INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
             For the three months ended September 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2001





                                                                                                   Period From
                                                                                                  July 1, 1989
                                                                                                     Through
CASH FLOWS FROM OPERATING ACTIVITIES                                                                June 30,
                                                                  2001              2000              2001
                                                               -------------- ----------------- -----------------
<S>                                                             <C>              <C>              <C>
       Net  (loss)                                                   (154,378)         (119,700)      (48,348,459)

       Gain on debt restructuring                                                                        (144,462)
       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                                                                20,251            22,057
       Change in accounts payable and accrued liabilities             153,880            99,998         5,284,412
                                                               -------------- ----------------- -----------------

                 Total adjustments                                    153,880           120,249        25,925,002
                                                               -------------- ----------------- -----------------

       Net cash usded in operating activities                            (498)              549       (22,423,457)

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.
                                AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
             For the three months ended September 30, 2001 and 2000
                      and for the Period From July 1, 1989
        ( Date of Resumption of Development Stage Enterprise Activities)
                           Through September 30, 2001






                                                                                                       Period From
                                                                                                       July 1, 1989
                                                                                                         Through
                                                                                                      September 30,
CASH FLOWS FROM FINANCING ACTIVITIES                                   2001              2000              2001
                                                                  ---------------- ----------------- ----------------
<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                                  500                            893,743
      Payments of long-term debt                                                                           (2,093,979)
      Proceeds from convertible debenture                                                                     300,000
                                                                  ---------------- ----------------- ----------------

      Net cash provided by (used in) financing activities                      500                 -       27,461,807
                                                                  ---------------- ----------------- ----------------

CASH RECONCILIATION

      Net increase (decrease) in cash                                            2               549           (1,038)
      Cash at beginning of period                                            2,808                 -            3,848
                                                                  ---------------- ----------------- ----------------

      CASH AT END OF PERIOD                                                  2,810               549            2,810
                                                                  ================ ================= ================



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 Six Months Ended
                    September 31, 2001 and 2000 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.

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 and are
therefore  at risk.  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 $59,463,175 from inception to June
30, 2001.  The Company has not  realized  economic  production  from its mineral
properties as of June 30, 2001. These factors raise  substantial doubt about the
Company's  ability to  continue  as a going  concern.  Management  continues  to
actively  seek  additional  sources  of  capital  to  fund  current  and  future
operations.  There  is no  assurance  that the  Company  will be  successful  in
continuing  to raise  additional  capital,  establishing  probable or proven ore
reserves,  or determining if the mineral  properties can be mined  economically.
Additionally,  the  Company is in default on the leases of certain of its mining
properties.  The lessors  have taken  action to  foreclose on the leases and the
Company is making  every  effort to fulfill  the  agreements.  The loss of these
leases  would have a material  adverse  effect on the Company.  These  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


<PAGE>



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.

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.


<PAGE>



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
undescended 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
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.  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.


<PAGE>



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 and mining  properties  under operating  leases.
All of the Company's leased mining properties  contain certain  provisions which
provide the Company with the option to purchase the property at a  predetermined
price or to renew the lease at a predetermined price. The Company is required to
pay all taxes, insurance, and maintenance on leased mining properties.

NOTE  3  -  AFFILIATES  AND  RELATED  PARTIE

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:

<TABLE>
<CAPTION>
                                                               Development       Mining
                                                  Land          Costs            Equipment        Total
                                             --------------   ------------      ------------    --------------
<S>                                          <C>              <C>               <C>             <C>
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
                                             ==============   ============      ============    ==============
</TABLE>

(*)  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.


<PAGE>



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 that were in
production previously. All such mines, except for the Esperanza Gold 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:

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 had a demand note  payable in the amount of $57,017 with no interest
that was converted to 174,209  common  shares of stock during  fiscal 2000.  The
amounts were loaned during fiscal year 1999.

No unused lines of credit exist.


<PAGE>



NOTE  7  -  INCOME  TAXES

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  $59,500,000  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.


NOTE  8  -  SHAREHOLDERS'  EQUITY

During fiscal 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 fiscal 2000, the following major equity transactions occurred:

     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.


<PAGE>



     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.

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.


<PAGE>



Contingencies:

     The  Company  is  currently  in  default  of its lease  payments  on mining
properties  and the  property  taxes on these  leases.  The Company has also had
judgments filed against it that 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.

     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 holds a month-to-month lease for office space in Houston, Texas
at an amount of $400 per  month.  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.


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.

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


<PAGE>



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.

Subsequently,  in January 1997, the Company entered into a Forbearance Agreement
(the "Forbearance Agreement") with the Royal Bank Plaintiffs which provided that
notwithstanding the $3.25 million  obligation,  the Royal Bank Plaintiffs agreed
to forbear  from  exercising  their  rights and  remedies  against  the  Company
provided  the Company made a payment of $629,100 on or before March 20, 1997 and
a payment of $175,000  on or before July 1, 1997.  The Company had the option to
postpone the second payment ($175,000) by delivering written notice to the Royal
Bank Plaintiffs no later than June 25, 1997, whereupon the second payment was to
have  been  paid no  later  than  December  15,  1997 and the  amount  was to be
increased  to  $250,000.  The Company  also agreed to  reimburse  the Royal Bank
Plaintiffs  for their  attorneys'  fees and  costs.  Thereafter,  the Royal Bank
Plaintiffs  agreed to extend the time  period for  paying the  $629,100  to them
until May 15, 1997.  In addition,  the second  payment was increased to $225,000
payable on July 1, 1997 subject to  postponement  until  December  15, 1997,  in
which event the amount was to be increased to  $300,000.  The amount,  which was
due May 15, 1997, was not paid by such date. However, effective on June 2, 1997,
the  Company  entered  into an  Amendment  No.  2 to the  Forbearance  Agreement
("Amendment  No. 2") which,  among other  things,  provided  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) paid $896,000 in eight  installments  of
$112,000 each on May 31, July 31, September 30 and November 30, 1997 and January
31,  March 31,  May 31 and July 31,  1998 (the  "Periodic  Payments"),  (b) paid
$250,000 on or before  September 30, 1998,  (c) made payments of $25,000  within
five  business days after any  closing(s)  since March 20, 1997 of any single or
series of  sale-leaseback  transaction(s)  in which the Company  received in the
aggregate of at least  $65,000 in proceeds,  and (d) made a final  payment on or
before  September 30, 1998 of the Judgment Amount (as defined in the Forbearance
Agreement) less the aggregate amount of the Periodic  Payments  previously paid;
provided,  however,  that if the Company timely performed its obligations  under
its settlement  documents with the Plaintiffs and either (i) Plaintiffs received
all of the Periodic  Payments,  or (ii) the Company made one final payment in an
amount set forth in Amendment  No. 2 which amount  ranged from  $950,000 if such
final  payment  was paid on or before  May 31,  1997 to  $350,000  if such final
payment was paid after May 31, 1998 and on or before July 31, 1998 (and assuming
all Periodic  Payments coming due prior to the final payment were made), in such
event the Plaintiffs  agreed to waive the  enforceability of the Judgment Amount
against the  Company  and the Company  would not be required to make any further
payments.

The Company  also agreed to issue  433,334  shares (the  "Forbearance  Agreement
Shares") of its Common Stock to the Royal Bank Plaintiffs and agreed to register
such shares for resale pursuant to a Registration Statement to be filed with the
Securities  and Exchange  Commission.  Also,  the Company agreed to issue to the
Plaintiffs,  from time to time until the  payments  referred  to above have been
completed,  .025 shares of its Common  Stock for each share  issued in excess of
24,000,000 of the Company's  outstanding  shares.  Amendment No. 2 also provided
that the Company reimburses Plaintiffs for attorneys' fees and costs incurred in
connection with the preparation and negotiation of Amendment No. 2.


<PAGE>



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").

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.

In fiscal 1996, the Company  registered the 1,616,667  shares of Common Stock to
be issued and delivered pursuant to the Zuri Agreement the Royal Bank Agreement,
which included the 300,000  additional shares that may have been issued pursuant
to the Royal Bank Agreement as described above. This number does not include the
Forbearance Agreement Shares or the Additional  Forbearance Shares (as described
above).

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


<PAGE>


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.

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.

Other Matters.

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.


<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 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.

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 $401,606.46,  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.

3. Rising Sun - Judgment for $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.

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.

5.  ACP-Laurich  - Judgment  for $50,000,  Default  judgment for lease on office
space that the company  never  occupied.  The company is  currently  planning to
appeal.

6. Robert Half Inter. - Judgment for $21,481.79,  dated 3/23/99, we have no idea
who they are.

7. 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.

The company plans to appeal all above-mentioned suits through bankruptcy court.

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  -  CHANGES IN MANAGEMENT

None

                                       F-


<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 September 31, 2001, 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 31, 2001 was $59,617,553, compared to accumulated deficit at September
31, 2000 of  $59,165,784.  As of September  31,  2001,  the Company had negative
working capital of $7,664,644.  Mineral properties and mining equipment,  net of
depreciation  was  $3,836,249 at September 31, 2001 and September 31, 2000.  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  continues  to be  required  for the  Company to cover its
mining and development costs and to commence  full-scale mining  operations.  At
this time the Company has no definite plans regarding additional financing,  but
continues to consider  equity  financings via stock offerings or joint ventures.
There can be no  assurance  that the  Company  will be able to raise  sufficient
capital to cover its costs and commence mining operations,  or that it ever will
be able to achieve  profitable  operations.  If the  Company is unable to obtain
sufficient  funding  from  future  financings,  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 31, 2001, the Company continued
to be in default with respect to certain  county taxes.  Default  judgments were
entered  against  the  company by Rising Sun,  Ruby  Development  and Kate Hardy
Mines.

The  Company   estimates   mining   development  and  operating  costs  will  be
approximately $4 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.

Results Of  Operations  The  Company  had total  revenues  of 479 for the fiscal
quarter ended September 31, 2001 as compared to total revenues of $1,654 for the
fiscal quarter ended September 31, 2000.  Revenues consisted of interest income.
The Company had no material revenues from mining operations, which is consistent
with the year ended June 30, 2001 and June 30, 2000.  The Company had a net loss
of $154,378 for the fiscal  quarter  ended  September 31, 2001, as compared to a
net loss of $119,700  for the fiscal  quarter  ended  September  31,  2000.  The
increase  in the  size  of the net  loss of  approximately  $35,000  is  largely
attributable to an increase in general and administrative expenses.  General and
Administrative  expenses  increase  from  $121,489 for the fiscal  quarter ended
September 31, 2000 to $154,857 for the fiscal quarter ended September 31, 2000.



<PAGE>


PART II

Item 1. 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.

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.

Subsequently,  in January 1997, the Company entered into a Forbearance Agreement
(the "Forbearance Agreement") with the Royal Bank Plaintiffs which provided that
notwithstanding the $3.25 million  obligation,  the Royal Bank Plaintiffs agreed
to forbear  from  exercising  their  rights and  remedies  against  the  Company
provided  the Company made a payment of $629,100 on or before March 20, 1997 and
a payment of $175,000  on or before July 1, 1997.  The Company had the option to
postpone the second payment ($175,000) by delivering written notice to the Royal
Bank Plaintiffs no later than June 25, 1997, whereupon the second payment was to
have  been  paid no  later  than  December  15,  1997 and the  amount  was to be
increased  to  $250,000.  The Company  also agreed to  reimburse  the Royal Bank
Plaintiffs  for their  attorneys'  fees and  costs.  Thereafter,  the Royal Bank
Plaintiffs  agreed to extend the time  period for  paying the  $629,100  to them
until May 15, 1997.  In addition,  the second  payment was increased to $225,000
payable on July 1, 1997 subject to  postponement  until  December  15, 1997,  in
which event the amount was to be increased to  $300,000.  The amount,  which was
due May 15, 1997, was not paid by such date. However, effective on June 2, 1997,
the  Company  entered  into an  Amendment  No.  2 to the  Forbearance  Agreement
("Amendment  No. 2") which,  among other  things,  provided  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) paid $896,000 in eight  installments  of
$112,000 each on May 31, July 31, September 30 and November 30, 1997 and January
31,  March 31,  May 31 and July 31,  1998 (the  "Periodic  Payments"),  (b) paid
$250,000 on or before  September 30, 1998,  (c) made payments of $25,000  within
five  business days after any  closing(s)  since March 20, 1997 of any single or
series of  sale-leaseback  transaction(s)  in which the Company  received in the
aggregate of at least  $65,000 in proceeds,  and (d) made a final  payment on or
before  September 30, 1998 of the Judgment Amount (as defined in the Forbearance
Agreement) less the aggregate amount of the Periodic  Payments  previously paid;
provided,  however,  that if the Company timely performed its obligations  under
its settlement  documents with the Plaintiffs and either (i) Plaintiffs received
all of the Periodic  Payments,  or (ii) the Company made one final payment in an
amount set forth in Amendment  No. 2 which amount  ranged from  $950,000 if such


<PAGE>



final  payment  was paid on or before  May 31,  1997 to  $350,000  if such final
payment was paid after May 31, 1998 and on or before July 31, 1998 (and assuming
all Periodic  Payments coming due prior to the final payment were made), in such
event the Plaintiffs  agreed to waive the  enforceability of the Judgment Amount
against the  Company  and the Company  would not be required to make any further
payments.

The Company  also agreed to issue  433,334  shares (the  "Forbearance  Agreement
Shares") of its Common Stock to the Royal Bank Plaintiffs and agreed to register
such shares for resale pursuant to a Registration Statement to be filed with the
Securities  and Exchange  Commission.  Also,  the Company agreed to issue to the
Plaintiffs,  from time to time until the  payments  referred  to above have been
completed,  .025 shares of its Common  Stock for each share  issued in excess of
24,000,000 of the Company's  outstanding  shares.  Amendment No. 2 also provided
that the Company reimburses Plaintiffs for attorneys' fees and costs incurred in
connection with the preparation and negotiation of Amendment No. 2.

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").

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.

In fiscal 1996, the Company  registered the 1,616,667  shares of Common Stock to
be issued and delivered pursuant to the Zuri Agreement the Royal Bank Agreement,
which included the 300,000  additional shares that may have been issued pursuant
to the Royal Bank Agreement as described above. This number does not include the
Forbearance Agreement Shares or the Additional  Forbearance Shares (as described
above).

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.


<PAGE>


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.

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.

Other Matters.

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.

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.


<PAGE>


The Company is a party to other various  claims,  legal  actions and  complaints
arising in the ordinary  course of business.  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.

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 $401,606.46,  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.

3. Rising Sun - Judgment for $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.

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.

5.  ACP-Laurich  - Judgment  for $50,000,  Default  judgment for lease on office
space that the company  never  occupied.  The company is  currently  planning to
appeal.

6. Robert Half Inter. - Judgment for $21,481.79,  dated 3/23/99, we have no idea
who they are.

7. 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.

The company plans to appeal all above-mentioned suits through bankruptcy court.


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.

     (a) Exhibits. There are no exhibits applicable to this Form 10-QSB.

     (b)  Reports on Form 8-K.  No reports on Form 8-K were filed by the Company
for the fiscal quarter ended September 31, 2000.




<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: 16 April 02
---------------------------                             ----------------------
Jefferson A. Bootes, Chief Executive Officer