FORM 10-K
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


[x] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 1999.

Commission file number

                           NAMIBIAN COPPER MINES, INC.

DELAWARE                                                  86-0800964
--------                                                  ----------
(State or other jurisidiction of                          (I.R.S. Employer
incorporation or organization)                            Identification number)

C/O  BLUME LAW FIRM , PC
------------------------
11811 TATUM BLVD, STE 1025
--------------------------
PHOENIX, AZ                                               85028
-----------                                               -----
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: 602-494-7976
                                                    ------------

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

         Title of each class                         Name of each exchange
                                                     which registered

                                      NONE

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

                                  COMMON STOCK
                                (Title of Class)

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

         Yes  X   No
             ---     ---
Indicate by check mark if the disclosure of delinquent  filers  pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this form 10-K [X]

Based on the closing  sales price of $0.10 the  aggregate  sales market value of
the voting and nonvoting  common equity held by  nonaffiliates of the registrant
was $ 109,439.50 .

The number of shares  outstanding of the registrant's  common stock,  $0.001 par
value was 10,943,950 as of December 31, 1999.

                                        1


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K                                   Incorporated Document

                           NAMIBIAN COPPER MINES, INC.

                                Table of Contents

                                                                        Page No.
                                                                        --------
Part I.
     Item 1.      Business                                                   3
     Item 2.      Properties                                                 4
     Item 3       Legal Procedings                                           4
     Item 4       Submission of Matters to a Vote of Security Holders        4

Part II

     Item 5       Market for Registrant's Common Equity and Related
                     Shareholder Matters                                     4
     Item 6       Selected Financial Data                                    5
     Item 7       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        5
     Item 8       Financial Statements and Supplementary Data                6
     Item 9       Changes in and Disagreements with Accountants
                     On Accounting and Financial Disclosure                  6

Part III

     Item 10      Directors and Executive Officers of the Registrant         6
     Item 11      Executive Compensation                                     6

     Item 12      Security Ownership of Certain Beneficial Owners
                     And Management                                          6
     Item 13      Certain Relationships and Related Transactions             6

Part IV

     Item 14      Exhibits, Financial Statement Schedules, and Reports
                  On Form 8-K                                                7

                                        2


<PAGE>





                                     PART I

Item 1. Business
----------------

         Namibian  Copper  Mines,   Inc.,   (the   "Company",   "Namibian")  was
incorporated  in the state of Delaware on October  20,  1989,  under the name of
Condon  Corporation.  On  December  15,  1989,  the  Company  merged with Cordon
Corporation, a Nevada Corporation,  with the Delaware entity being the surviving
corporation.  The Company filed for bankruptcy under Chapter 11 and on April 19,
1994, the U.S.  Bankruptcy Court,  Northern  District of Texas,  issued an order
closing  and  finalizing  the  bankruptcy  proceedings.  Under  the terms of the
bankruptcy,  the Company was forced to liquidate all of its assets. The proceeds
were  then  distributed  among  the  creditors,  thereby  satisfying  all of the
Company's  outstanding  debts.  The Company  halted  operations and ceased to do
business at the conclusion of the bankruptcy proceedings. The Company utilized a
"fresh-start" accounting method in its re-organization.

         On July 14, 1995,  the Company  effected a reverse  split of its $0.001
par value  common  stock at a ratio of one new share for every fifty old shares.
This reduced the total number of shares issued and  outstanding  to 152,207.  At
this time,  Alan Doyle,  Peter  Prentice,  and Willo Stear were appointed to the
Board of  Directors  and Paul Adams and Dave Wilson  resigned  as  officers  and
directors of the Company.

         At  a  Special  Shareholders'  Meeting  held  on  July  28,  1995,  the
Shareholders  ratified a name change of the Company to  Namibian  Copper  Mines,
Inc.

         A  total  of  2,000,000   post-split  shares  and  1,000,000   warrants
exercisable  at US $5.00 on or before August 31, 1998,  were issued to investors
outside of the U.S. in reliance  upon  Regulation S in order to fund the earning
of up to 70% of the Haib Copper Project, a copper mine located in the country of
Namibia.  An  offering  was  commenced  on August 21,  1995,  in  reliance  upon
Regulation  S of the  Securities  Act of 1933,  as amended,  offering  3,000,000
shares of the Company's common to raise additional funds for the purchase of the
Haib Copper Project. A supplementary offering, also under Regulation S, was made
at $3.50 per share plus one  warrant  for every three  shares  purchased.  These
warrants were  exercisable  at $3.50.  All sales of the offering and  supplement
were to non-US  residents in non-U.S.  transactions.  Of these  shares  offered,
1,325,000 were sold.

         Will Stear  resigned  from the Board of Directors on December 15, 1995,
and Peter  Prentice  resigned  from the  Company's  Board of  Directors in 1997.
Billie J. Allred was then  appointed to the Board.  At this time,  the Board was
reduced to two members, Alan Doyle and Billie J. Allred.

         In 1997, the Company failed to meet its commitment to fund its right to
earn a seventy (70%) interest in the Haib Copper Project. As a result, the joint
venture partner,  Great Fitzroy Mines,  N.L., gave notice to forfeit part of the
interest in the project and the  Company's  interest  was reduced to  forty-five
percent (45%).

         In 1998, the Company received a further notice of forfeiture from Great
Fitzroy Mines,  N.L.,  due to its inability to meet its additional  commitments.
The Company lost its interest in the project at that time.

                                        3


<PAGE>

         In April 1999, the Company commenced discussions with two Cypress firms
regarding  acquiring  their rights to various  interests and  agreements  with a
Russian government corporation involved with diamond cutting and marketing.  The
Company proposed to enter into identical  agreements with two entities formed in
and  operating  out of Cyprus.  These  entities  were  Mosquito  Mining  Limited
("Mosquito") and Select Mining Limited ("Select").  Both entities are controlled
by the same parties.

         The agreements were options to purchase  rights to strategic  interests
and  agrements  developed by Mosquito  and Select with the Russian  governmental
company JVSC  Alrosazoloto  Co. Ltd. Each set of interests and agreements was to
be purchased in exchange for US $3,250,000 or, at the option of each of Mosquito
and Select, common shares in the Company. The Company was to be able to exercise
its right to the interests and agreements at any time within 120 days of signing
each agreement at its discretion if certain conditions were met.

         After a further  period of due  diligence,  the company  decided not to
proceed with the transaction as had been presented at the annual meeting.

Item 2:  Properties
-------------------

         No licenses  or patents  are  required  for the  Company,  nor does the
Company hold any patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.

         The Company had offices in Namibia, Australia, and Mesa, Arizona. These
offices closed when the Company became  inactive in 1997. The Company  currently
operates out of the offices of Blume Law Firm, PC, in Phoenix, Arizona.

         The Company does not own any investments or interests in real property.
There are no plans in place for the Company to make any investments.

Item 3:  Legal Proceedings
--------------------------

         The Company has had no legal proceedings during the past three years.

Item 4: Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

         A  shareholder's  meeting was held on August 2, 1999.  At this meeting,
the  shareholders  approved  the  proposed  agreements.   Members  authorized  a
corporate name change,  and a 8:1 rollback of the Company's common stock subject
to a 120 due diligence period.

         No other matters were  submitted to a vote of security  holders  during
the fourth quarter of the fiscal year covered by this report.


                                     PART II

Item 5: Market for Registrant's Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------------

     Namibian Copper Mines,  Inc., common stock,  $0.001 par value, is traded on
the

                                        4


<PAGE>



OTC Bulletin  Board under the symbol NCMI and the  following  have been the High
and Low prices for the times indicated:

<TABLE>
<CAPTION>
DATE                                  HIGH                LOW
----                                  ----                ---
<S>                                   <C>                 <C>
October-December 1999                 $0.150              $0.080
July-September1999                    $0.300              $0.130
April-June 1999                       $0.562              $0.040
January-March 1999                    $0.093              $0.030
October-December 1998                 $0.093              $0.025
July-September1998                    $0.218              $0.093
April-June 1998                       $0.312              $0.125
January-March 1998                    $0.312              $0.187
October-December 1997                 $0.500              $0.125
July-September1997                    $0.437              $0.187
April-June 1997                       $2.125              $0.875
January-March 1997                    $3.00               $1.125
</TABLE>

     As of September 30, 1999,  there were 230  registered  shareholders  of the
Company  holding a total of  10,943,950  shares of common  stock.  There were no
dividend  restrictions  on the  Company.  Market  makers who have posted bids or
offers during the period were as follows:  Herzog,  Heine, Geduld, Inc., Paragon
Capital  Corporation,  Hill  Thompson  Magid & Co.  Inc.,  Wm. V. Frankel & Co.,
Incorporated,  Knight  Securities,  Inc.,  Sharpe Capital,  Inc., North American
Institutional Brokers, and Wien Securities Corp.

         There have been no cash  dividends  declared  on the  Company's  common
stock for the past three years.

Item 6:  Selected Financial Data
--------------------------------

         None.  See financial statements included as part of this filing.


Item 7:  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
         of Operations
         -------------

Plan of Operation
-----------------

         The Company has not had any revenues from  operations in the last three
fiscal  years.  The  Company has no  expenses  and does not pay its  officers or
directors.  Monies for legal and accounting expenses are advanced to the Company
by Doyle Capital Partners.

         The Company has enough  funds to satisfy  its cash  requirements  until
January 1, 2000.  The Company  will need to raise  additional  funds in the next
twelve months.  The amount required will depend upon the business  venture.  The
cash  requirements  are being met on an  on-going  basis,  as  needed,  by Doyle
Capital Partners.

         The Company  does not expect to expend any time or money to research or
develop any products.  The Company does not expect to purchase  equipment during
the next twelve months.  Additional  employees will be hired as required to meet
the demand based on the business  venture.  The Company  intends to move forward
with some type of business combination not yet identified.

                                                   5


<PAGE>


Item 8:  Financial Statements and Supplemental Data
---------------------------------------------------

         The  financial   statements  and  financial   statement  schedules  are
incorporated by reference in this report on pages F-1 through F-12.

Item 9:  Changes in and Disagreements with Accountants on Accounting on
-----------------------------------------------------------------------
         Accounting and Financial Disclosures
         ------------------------------------

         None

                                    Part III

Item 10:  Directors and Executive Officers of the Registrant
------------------------------------------------------------

         Alan Doyle is the sole officer and director of the Company.

Item 11:  Executive Compensation
--------------------------------

         No officer or director receives any compensation.

Item 12:  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------


<TABLE>
<CAPTION>
Name of                                   Amount of Beneficial      Percent
Beneficial Owner                          Ownership                 Of Class
----------------                          ---------                 --------
<S>                                       <C>                       <C>
Alan Doyle, Director                      548,000 shares            5%
Banque Privee Edmond de Rothschild*       972,990 shares            8%
Cede & Co. *                              1,754,044 shares          16%
United African Investments, LTD           651,000 shares            5%
VMR Limited                               1,000,000 shares          9%
Springbrook Investments LTD.              2,000,000 shares          18%
</TABLE>

*indicates  nominee  holding  shares on behalf of clients  who may or may not be
individual beneficial owners.

Item 13:  Certain Relationships and Related Transactions
--------------------------------------------------------

         None

                                                   6


<PAGE>

Item 14:  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
--------------------------------------------------------------------------

(a)     (1)     Financial Statements:                                       Page

          Report of Independent Public Accountants                          F-1

          Balance Sheets as of December 31, 1999, 1998, and 1997            F-2

          Statement of Operations for the Years ended
          December 31, 1999, 1998, and 1997                                 F-4

          Statements of Stockholders' Equity for the years ended
          December 31, 1999, 1998, and 1997                                 F-5

          Statement of Cash Flows for the years ended
          December 31, 1999, 1998, and 1997                                 F-7

          Notes to Financial Statements                                     F-8

(a)       (2)     Exhibits

         The following exhibits are referenced in this report:

          Articles of Incorporation
          By-Laws

(b)       Reports on 8-K

         The Company  has not filed any reports on Form 8-K during the  previous
fiscal year.

                                   SIGNATURES

Pursuant to the  requirements  of Sections  13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     NAMIBIAN COPPER MINES, INC.


                                                     /s/ Alan Doyle
                                                     --------------
                                                     By Alan Doyle, Chairman &
                                                     Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in capacities and on the dates indicated.

Signature                           Title                 Date
/s/ Alan Doyle                      Chairman and CEO      March 17, 2000
--------------

                                        7


<PAGE>


                  ASHWORTH, FRANCIS, MITCHELL, BRAZELTON, PLLC
                               4225 N. BROWN AVE.
                              SCOTTSDALE, AZ 85251

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



Board of Directors
Namibian Copper Mines, Inc.

We have audited the accompanying  balance sheet of Namibian Copper Mines,  Inc.,
as of December 31, 1999,  1998,and December 31, 1997, and the related statements
of income,  retained  earnings,  and cash flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Namibian Copper Mines, Inc., as
of December 31,  1999,  1998,  and  December  31,  1997,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.

As discussed in Note C of the financial  statements this company is still in its
development  stage,  and the  statements  are prepared based upon the assumption
that the company will continue as a going  concern.  The company is still in the
exploration/feasibility  stage  of its  development  and is not  yet  generating
revenue,  and as shown in the financial  statements,  has incurred losses in its
development  stage.  The  financial  statements  do not include any  adjustments
relating to the outcome of this situation.

Scottsdale, Arizona
March 13, 2000


                                      F-1
<PAGE>

                           NAMIBIAN COPPER MINES, INC.
                              (A Development Stage

                                    Company)

                                  BALANCE SHEET

                        December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                     ASSETS

                                                  1999             1998         1997
                                                  ----             ----         ----
<S>                                               <C>              <C>          <C>
CURRENT ASSETS
    Cash                                          $     212        $     328    $        328

DEFERRED MINERAL EXPLORATION COSTS

PROPERTY AND EQUIPMENT (AT COST)
    Mining properties (Haib Project)                                               1,588,799
    Roads
    Machinery and equipment                                           31,014          31,014
    Furniture, fixtures and office equipment                          16,788         129,311
                                                      -----           ------         -------

    Total property and equipment                                      47,802       1,749,124

    Less accumulated depreciation                                    (28,050)        (52,494)
                                                                     -------         -------

    Net property and equipment                                        19,752       1,696,630


OTHER ASSETS
    Organization Costs, net                          14,000           38,000          62,000
    Deposits and other assets
                                                     ------           ------          ------

    Net other assets                                 14,000           38,000          62,000
                                                     ------           ------          ------

    Total Assets                                  $  14,212        $  58,080    $  1,758,958
                                                  =========        =========    ============

</TABLE>



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

                                      F-2
<PAGE>




                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                        December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                   LIABILITIES

                                                  1999             1998         1997
                                                  ----             ----         ----
<S>                                               <C>              <C>          <C>
CURRENT LIABILITIES
    Accounts Payable                              $     73,060     $            $
    Notes Payable                                                                    469,970
    Interest Payable

    Total Current Liabilities                           73,060       -               469,970

STOCKHOLDER'S EQUITY
    Common stock-authorized, 100,000,000 shares at
      $.001 par value; issued and outstanding,
      10,643,950 shares in 1999, 9,263,950 in
      1998, and 8,190,960 shares in 1997                10,944            9,264        8,191
    Paid in Capital                                 11,329,802       11,243,482   10,774,586
    Common stock subscribed - 1,085,000 shares
      in 1996
    Deficit accumulated during the
      development stage                            (11,399,594)     (11,194,666)  (9,493,789)

    Total Stockholder's Equity                         (58,848)          58,080    1,288,988
    Total liabilities and stockholder's equity    $     14,212     $     58,080 $  1,758,958
                                                  ============     ============ ============


</TABLE>

                                      F-3

<PAGE>


                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                        December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                Cumulative                                       July 28, 1995
                                                during          Year ended      Year ended       through
                                                development     December 31,    December 31,     December 31,
                                                stage           1999            1998             1997
                                                -----           ----            ----             ----
<S>                                             <C>             <C>             <C>              <C>
Revenue
    Miscellaneous Income                        $      76,794   $     -         $     -          $      76,794

Expenses
    General and Administrative                      3,618,453         161,176          79,109        3,378,168
    Organizational Costs                              106,000          24,000          24,000           58,000
    Depreciation                                       61,465                           8,969           52,496
                                                       ------          ------           -----           ------
    Total expenses                                  3,785,918         185,176         112,078        3,488,664

    Loss from development stage operations         (3,709,124)       (185,176)       (112,078)      (3,411,870)

    Interest Income                                     7,144                                            7,144
                                                        -----        --------        --------            -----

    Net operating (loss)                           (3,701,980)       (185,176)       (112,078)      (3,404,726)

    Extraordinary income (expenses)

    Restatement of prior year expenses
     resulting from write-off of
     liabilities on the Hiab Project                  266,135                                          266,135

    Write-down of Hiab mining
     properties, net                               (3,477,840)                     (1,588,799)      (1,889,041)

    Loss of Disposal of Equipment                     (19,753)        (19,753)
    Write-off of exploration and development
     costs on the Hiab Project                     (4,466,157)                                      (4,466,157)
                                                   ----------                                       ----------

    Net (loss)                                  $ (11,399,595)  $    (204,929)  $  (1,700,877)   $  (9,493,789)
                                                =============   =============   =============    =============

    Net (loss) per share                        $       (1.21)  $       (0.02)  $       (0.19)   $       (1.16)
                                                =============   =============   =============    =============

    Weighted average shares                          9,443,508     10,103,950       9,085,118        6,194,988
                                                     =========     ==========       =========        =========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>




                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                        December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                      Accumulated
                                                        Additional     Common         During The
                                     Common Stock       Paid-in        Stock          Development
                                 Shares      Amount     Capital        Subscribed     Stage           Total
                                 ------      ------     -------        ----------     -----           -----
<S>                              <C>         <C>        <C>            <C>            <C>             <C>
Balance at July 28, 1995            30,367   $     30   $              $              $               $          30

Shares issued at $.015 for
  services rendered              2,000,000      2,000         74,202                                         76,202
Shares issued at $0.15 for cash  2,967,493      2,967        441,747                                        444,714
Shares subscribed -
  145,000 shares @ $3.50                                                   507,500                          507,500
Net Loss                                                                                  (879,868)        (879,868)
                                 ---------   --------   ------------   --------         ----------       ----------

Balance at December 31, 1995     4,997,860   $  4,997   $    515,949 $     507,500    $   (879,868)   $     148,578

Issuance of subscribed shares      145,000        145        507,355      (507,500)

Shares issued for cash
    604,900 shares @ $3.50         604,900        605      2,116,545                                      2,117,150
    490,200 shares @ $5.00         490,200        491      2,450,509                                      2,451,000

Shares subscribed at $3.50
    For cash - 85,000 shares                                               297,500                          297,500
    For mining properties
      1,000,000 shares                                                   3,500,000                        3,500,000

    Net Loss                                                                            (2,327,161)      (2,327,161)
                                 ---------   --------   ------------   --------         ----------       ----------

Balance at December 31, 1996     6,237,960   $  6,238   $  5,590,358   $ 3,797,500    $ (3,207,029)   $   6,187,067

Issuance of subscribed shares    1,085,000      1,085      3,796,415    (3,797,500)

Shares issued for cash
    370,000 shares at $2.50        370,000        370        924,630                                        925,000
Shares issued for services
    498,000 shares at $.93         498,000        498        463,183                                        463,681

Net (loss)                                                                              (6,286,760)      (6,286,760)
                                 ---------   --------   ------------   --------         ----------       ----------

Balance at December 31, 1997     8,190,960   $  8,191   $ 10,774,586   $     -        $ (9,493,789)   $   1,288,988

</TABLE>

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

                                      F-5

<PAGE>

                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                   STATEMENTS OF STOCKHOLDER'S EQUITY (CON'T)

                        December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                      Accumulated
                                                        Additional     Common         During The
                                     Common Stock       Paid-in        Stock          Development
                                 Shares      Amount     Capital        Subscribed     Stage           Total
                                 ------      ------     -------        ----------     -----           -----
<S>                              <C>         <C>        <C>            <C>            <C>             <C>
Balance at December 31, 1997      8,190,960  $  8,191   $ 10,774,586   $    -         $ (9,493,789)   $   1,288,988

Issuance of shares for
  conversion of debt at $.44      1,072,990     1,073        468,897                                        469,970

Net (loss)                                                                              (1,700,877)      (1,700,877)
                                 ---------   --------   ------------   --------         ----------       ----------

Balance at December 31, 1998      9,263,950  $  9,264   $ 11,243,483        -         $(11,194,666)   $      58,081

Shares issued for cash
  900,000 at $.02                   900,000       900         17,100                                         18,000

Shares issued for services
  100,000 shares at $.02            100,000       100          1,900                                          2,000

Shares issued for cash
  680,000 shares at $.10            680,000       680         67,320                                         68,000

Net Loss                                                                                  (146,604)        (146,604)
                                  ---------   --------   ------------   --------         ----------       ----------

Balance at December 31, 1999     10,943,950    10,944     11,329,803        -          (11,194,666)            (523)
                                 ==========    ======     ==========                   ===========             ====

</TABLE>

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

                                      F-6

<PAGE>


                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                           December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                Cumulative                                       July 28, 1995
                                                during          Year ended      Year ended       through
                                                development     December 31,    December 31,     December 31,
                                                stage           1999            1998             1997
                                                -----           ----            ----             ----
<S>                                             <C>             <C>             <C>              <C>
Cash flows from operating activities
    Net (loss)                                  $ (11,194,664)  $ (204,929)     $ (1,700,877)    $ (9,493,787)
    Adjustments to reconcile net loss to
      net used in operating activities:
        Depreciation                                  136,004                          8,969          127,035
        Decrease in accounts receivable                 2,422                                           2,422
        Amortization of organizational costs           82,000       24,000            24,000           58,000
        Loss or (gain) on Asset Sales                 (19,753)
        Decrease (increase) in deposits and              (760)                                           (760)
          other assets

        Increase (decrease) in accounts              (915,911)      73,538                           (915,911)
          payable

        Increase (decrease) in notes payable       (1,696,722)                      (469,970)      (1,226,752)
        Increase (decrease) in interest
          payable                                       7,113                                           7,113
                                                    ---------       ------         ---------        ---------
        Net cash (used) by operating activities   (13,580,518)    (127,144)       (2,137,878)     (11,442,640)

Cash flows from investing activities
        Write-off of exploration costs              4,466,157                                       4,466,157
        Write-off of machinery & office eqpt                        28,049
        Purchase of property and equipment           (931,920)                        79,109       (1,011,029)
        Expenditures on mineral exploration        (3,283,917)                                     (3,283,917)
          costs

        Write down of mining properties             5,654,010                      1,588,799        4,065,211
                                                    ---------       ------         ---------        ---------

        Net cash (used) by investing activities     5,904,330       28,049         1,667,908        4,236,422
                                                    ---------       ------         ---------        ---------

Cash flows from financing activities
        Sales of common stock                       6,871,516       98,980           469,970        6,401,546
        Common stock subscriptions received           805,000                                         805,000

        Net cash provided by financing activities   7,676,516       98,980           469,970        7,206,546
                                                          ---          ---               ---              ---

        Net increase (decrease) in cash                   328         (116)               -               328

        Cash at the beginning of period                                328               328
                                                          ---          ---               ---              ---

        Cash at end of period                   $         212          212      $        328              328
                                                =============          ===      ============              ===
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                      F-7

<PAGE>



                           NAMIBIAN COPPER MINES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


Namibian  Copper  Mines,  Inc.  (the  "Company")  is a mineral  exploration  and
development company whose sole purpose is to explore and develop the Haib Copper
Project in Namibia, Africa.

The Company was incorporated in the state of Delaware on October 20, 1989, under
the name of Cordon  Corporation and  subsequently  changed its name to Ameriserv
Financial Corporation  ("Ameriserv").  On April 19, 1994, bankruptcy proceedings
for Ameriserv were finalized in the US Bankruptcy  Court,  Northern  District of
Texas.  Under the terms of the  reorganization  plan,  Ameriserv  was  forced to
liquidate  all of its  assets  and the  proceeds  were  distributed  amount  the
creditors,  thereby satisfying all of Ameriserv's  outstanding debts.  Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.

At a special shareholders meeting held on July 28, 1995,  shareholders  ratified
the name change of the company from Ameriserv to Namibian Copper Mines, Inc. The
shareholders  also approved the Company  entering into a Farm-In  Agreement with
Great Fitzroy  Mines NL of Australia.  In order to earn a 70% equity in the Haib
Agreements  the Company  undertook a reverse  split on the basis of 50:1,  which
reduced the shares held by the pre- bankruptcy shareholders to 30,367.

In July 1995, a private  placement of the Company's  common stock was undertaken
in order to fund  preliminary  work on the Haib Copper Project,  provide working
capital to the Company,  and to enable the company to undertake more substantial
capital  raising in the  future.  Seed  capital  was raised  which  resulted  in
2,967,493 fully paid shares being issued.  As compensation for services rendered
in conjunction with the private  placement,  the Company issued 1,502,000 shares
to two entities; such shares were recorded at their par value.

The Company  issued  Peter  Prentice  and Alan Doyle,  directors of the Company,
249,000  fully paid shares each as  compensation  for  services  rendered;  such
shares were recorded at the private  placement price of $0.15 per share,  with a
corresponding charge to expenses.

The Company is party to an agreement  (the "Swanson  Agreement")  to acquire the
mining claims owned by Mr. Swanson's company, Haib Copper Co. (Pty) Limited. The
total  purchase   consideration   is  $3,780,000   subject  to  CPI  indexation.
Installments totaling

$427,000  has been paid to Mr.  Swanson.  The  Swanson  Agreement  entitled  the
Company to explore the claims and carry out mining to obtain bulk samples.  When
the Company defaulted on their Farm-in Agreement, their interests in the Swanson
Agreement transferred to Great Fitzroy Mines, their joint-venture partner.

                                      F-8

<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         1.  Accounting Method
         ---------------------

         The Company's  financial  statements  are prepared  using United States
         generally  accepted  accounting  principles  with a fiscal  year ending
         December 31.

         2.  Deferred Mineral Exploration Costs and Mineral Properties
         -------------------------------------------------------------

         Costs of acquisition and  development  relating to the Haib Project are
         capitalized on an area of interest basis.

         3.  Depreciation
         ----------------

         Depreciation  is computed on a  straight-line  basis over an  estimated
         service life of five years.

         4.  Income Taxes
         ----------------

         The  Company has a net  operating  loss of  approximately  $11,000,000,
         which may be carried  forward to reduce  taxable income in future years
         through  2011.  Because of the loss,  no current  provision  for income
         taxes has been recorded for the year ended December 31, 1998.

         5.  Foreign Currency Transactions
         ---------------------------------

         Monetary  assets and  liabilities in foreign  exchange  currencies have
         been  translated  into  United  States  dollars at the  exchange  rates
         prevailing  at the balance  sheet date.  Other assets and  liabilities,
         revenue and expenses  arising from foreign currency  transactions  have
         been  translated  at the exchange  rate  prevailing  at the date of the
         transaction.  Gains and losses arising from these translation  policies
         are included in income.

         6.  Use of Estimates
         --------------------

         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions

                                      F-9

<PAGE>



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

         that  affect  the  reported  amounts  of assets  and  liabilities,  the
         disclosure  of  contingent  assets and  liabilities  at the date of the
         financial statements, and the reported amounts of revenues and expenses
         during the  reporting  period.  Actual  results could differ from those
         estimates.

         7.  Estimated Fair Value Information
         ------------------------------------

         Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  107,
         "Disclosure  about  Fair  Value  of  Financial   Instruments"  requires
         disclosure  of  the  estimated  fair  value  of an  entity's  financial
         instrument  assets and liabilities,  as defined,  regardless of whether
         recognized in the financial  statements  of the reporting  entity.  The
         fair value  information does not purport to represent the aggregate net
         fair value of the Company.

         The following  methods and  assumptions  were used to estimate the fair
         value  of  each  class  of  financial   instruments  for  which  it  is
         practicable to estimate that value:

         Cash
         ----

         The carrying value amount approximates fair value.

         Notes Payable
         -------------

         Fair value  can not be determined  due to the Company's  lack of credit
         history.

NOTE C- DEVELOPMENT STAGE AND GOING CONCERN

         Since July 28, 1995, the Company has been in the development  stage and
         its principal  activities have consisted of raising capital,  obtaining
         property or exploration rights and conducting exploratory operations in
         anticipation  of  completing  a  feasibility  study on the Haib  Copper
         Project.

         The accompanying  financial  statements have been prepared on the basis
         of a going concern,  which  contemplates  the realization of assets and
         liquidation  of  liabilities  in the  normal  course of  business.  The
         Company is not yet generating  revenue from mining  operations  and, at
         December  31,  1997,  has  accumulated  a  deficit  from its  operating
         activities and has incurred  substantial  obligations.  Continuation of
         the Company as a going concern is dependent upon, among other

                                      F-10

<PAGE>



NOTE C - DEVELOPMENT STAGE AND GOING CONCERN - CONTINUED

         things, obtaining additional capital, and achieving satisfactory levels
         of profitable operations.  The financial statements include adjustments
         resulting from the default on the Farm-In  Agreement with Great Fitzroy
         Mines NL and the write-down of assets relating to the Haib Project.  It
         is unlikely the Company will continue in the mining industry.

         In April 1999, the Company commenced discussions with two Cypress firms
         regarding  acquiring  their rights to various  interests and agreements
         with a Russian government corporation involved with diamond cutting and
         marketing. The Company proposed to enter into identical agreements with
         two  entities  formed  in and  operating  out of the  island  nation of
         Cyprus.  These entities were Mosquito Mining Limited  ("Mosquito")  and
         Select Mining Limited  ("Select").  Both entities are controlled by the
         same parties.

         The agreements were options to purchase  rights to strategic  interests
         and  agreements  developed  by  Mosquito  and Select  with the  Russian
         governmental  company JVSC  Alrosazoloto Co. Ltd. Each set of interests
         and agreements was to be purchased in exchange for US $3,250,000 or, at
         the  option  of each of  Mosquito  and  Select,  common  shares  in the
         Company.  The  Company  was to be able to  exercise  its  right  to the
         interests  and  agreements  at any time within 120 days of signing each
         agreement at its discretion if certain conditions were met.

         A  shareholder's  meeting was held on August 2, 1999.  At this meeting,
         the shareholders approved the proposed agreements. Members authorized a
         corporate  name  change,  and an 8:1 rollback of the  Company's  common
         stock subject to a 120 due diligence period.

         After a further  period of due  diligence,  the company  decided not to
         proceed  with the  transaction  as had  been  presented  at the  annual
         meeting.

NOTE D - DEFAULT ON FARM-IN AGREEMENT

         During 1997, the Company was unable to raise  sufficient  funds for the
         continued development of the Haib Project. As a result, the Company has
         defaulted on its Farm-In  Agreement with Great Fitzroy Mines NL to earn
         an 80%  interest  in the  Haib  project.  At  December  31,  1997,  the
         following  adjustments  and  write-downs  were made to reduce assets to
         their expected net realizable value.

         Deferred  Mineral  Exploration  costs in the amount of $4,887,852  were
         written off.

                                      F-11

<PAGE>


NOTE D - DEFAULT ON FARM-IN AGREEMENT  CONTINUED

         In 1997,  total  capitalized  costs of the Haib mining property  in the
         amount  of  $5,740,262   were   reduced  by  $4,151,463  to  $1,588,799
         representing a 20% interest in the Haib project.

         Liabilities  in the amount of $2,684,118  relating to the Haib  project
         have been written off.

         Prior year expenses  resulting  from the write-off  liabilities  in the
         amount of $266,136 have been restated (reduced).

         Effective December 31, 1998,  additional  write-offs of $1,588,788 were
         made resulting in the Company  owning no residual  interest in the Haib
         Project.

         In 1999,  the  Company  determined  that it needed to write off all its
         remaining fixed assets, as they we no longer owned by the Company.  All
         machinery and office  equipment were removed from the balance sheet and
         the loss on the  disposition of these assets were noted.  Expenses were
         recorded  for the purpose of getting the Company  ready to  re-register
         its stock on the NASD  Bulletin  Board.  The Company  has  successfully
         completed  the  filing  of its  financial  information  with  the  SEC.
         Accordingly,  the  Company  is in  compliance  with  the new  NASD  OTC
         Bulletin  Board  eligibility  rules for continued  quotation as a fully
         reporting company.

NOTE E - WARRANTS

         At December 31, 1999,  the Company had no  outstanding  warrants to  be
         redeemed.


                                      F-12

<PAGE>