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 quarterly period ended March 31, 2000

    ____       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _____ to _______

Commission file number:


                           NAMIBIAN COPPER MINES, INC.
                           ---------------------------
             (exact name of registrant as specified in its charter)



      DELAWARE                                 86-0800964
      --------                                 ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

c/o BLUME LAW FIRM, P.C.
11811 N. TATUM BOULEVARD, SUITE 1025, PHOENIX, ARIZONA       85028-1699
------------------------------------------------------       ----------
(Address of principal executive offices)                     (Zip Code)

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


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required 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
                                       ---     ---

The number of shares of the  Registrant's  Common  Stock,  as of March 31, 2000:
13,363,950







<PAGE>



                           NAMIBIAN COPPER MINES, INC.
                    FORM 10-QSB, QUARTER ENDED MARCH 31, 2000



                                      INDEX

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of March 31, 2000 ........................  5

Statement of Operations for the Quarter Ended March 31, 2000 and 1999 ..  7

Statement of Stockholder's Equity ......................................  8

Statement of Cash Flows for the Quarter Ended March 31, 2000  ..........  10

Notes to Interim Consolidated Financial Statements .....................  11

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.

Item 2  Management's Discussion and Analysis............................  16

PART II   OTHER INFORMATION

Item 1 Legal Proceedings................................................  17
Item 2 Changes in Securities............................................  17
Item 3 Defaults Upon Senior Securities..................................  17
Item 4 Submission of Matters to a Vote of Security Holders..............  17
Item 5 Other Information................................................  17
Item 6 Exhibits and Reports on Form 8-K.................................  17

       Signatures.......................................................  17















                                        2


<PAGE>



ITEM 1.    FINANCIAL STATEMENTS


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

                                TABLE OF CONTENTS
                                 March 31, 2000


<TABLE>
<CAPTION>
DOCUMENT                                                PAGE NO.
--------                                                --------
<S>                                                     <C>
Table of Contents                                             3
Compilation Statement                                         4
Balance Sheet - Assets                                        5
Balance Sheet - Liabilities                                   6
Statement of Operations                                       7
Statement of Stockholder's Equity                           8-9
Statement of Cash Flows                                      10
Notes to Financial Statements                             11-15

</TABLE>

                                       3
<PAGE>

                               COMPILATION REPORT
                           NAMIBIAN COPPER MINES, INC.

                                 MARCH 31, 2000



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



To the Board of Directors and Stockholders
Namibian Copper Mines, Inc.

We have compiled the accompanying  balance sheet of Namibian Copper Mines,  Inc.
as of March 31, 2000, and the related statements of income and retained earnings
and  cash  flows  for the  period  then  ended,  in  accordance  with  standards
established by the American Institute of Certified Public Accountants.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements and accordingly do not express an
opinion or any other form of assurance on them.





Scottsdale, AZ
May 10, 2000







                                        4

<PAGE>


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

                                  BALANCE SHEET

                        March 31, 2000 and March 31, 1999

<TABLE>
ASSETS
<CAPTION>
                                                                        March 31, 2000          March 31, 1999
                                                                        --------------          --------------
<S>                                                                     <C>                     <C>
CURRENT ASSETS
             Cash                                                       $    54,829             $        328

DEFERRED MINERAL EXPLORATION COSTS

PROPERTY AND EQUIPMENT (AT COST)
             Machinery and equipment                                                                  31,013
             Furniture, fixtures and office equipment                                                 16,788

             Total property and equipment                                                             47,801

             Less accumulated depreciation                                                           (28,049)

             Net property and equipment                                                               19,752

OTHER ASSETS

             Organization Costs, net                                          8,000                   38,000
             Deposits and other assets

             Net other assets                                                 8,000                   38,000

             Total Assets                                               $    62,829             $     58,080

</TABLE>


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

                                       5
<PAGE>

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

                                  BALANCE SHEET

                        March 31, 2000 and March 31, 1999

<TABLE>
                                     LIABILITIES
<CAPTION>

                                                                        March 31, 2000          March 31, 1999
                                                                        --------------          --------------
<S>                                                                     <C>                     <C>
CURRENT LIABILITIES
             Accounts Payable                                           $       41,570          $
             Notes Payable
             Interest Payable
                         Total Current Liabilities                              41,570                      -
STOCKHOLDER'S EQUITY
             Common stock-authorized, 100,000,000 shares at
              $.001 par value; issued and outstanding, 10,943,950
              shares in 1999 and 13,363,950 in 2000                             13,364                  9,264
             Paid in Capital                                                11,569,382             11,243,482
             Deficit accumulated during the development stage              (11,561,487)           (11,194,666)
                         Total Stockholder's Equity                             21,259                 58,080
                         Total liabilities and stockholder's equity     $       62,829          $      58,080

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>

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

                             STATEMENT OF OPERATIONS

                March 31, 2000, and March 31,1999 and cumulative


<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                Cumulative            Quarter         Quarter         July 28, 1995
                                                                during                Ending          Ending          through
                                                                development           March 31,       March 31,       December 31,
                                                                stage                 2000            1999            1998
                                                                -----                 ----            ----            ----
<S>                                                             <C>                   <C>             <C>             <C>
Revenue
  Miscellaneous Income                                          $         76,794      $          -                    $      76,794

Expenses
  General and Administrative                                           3,580,700           123,423                        3,457,277
  Organizational Costs                                                    88,000             6,000                           82,000
  Depreciation                                                            61,465                                             61,465
  Total expenses                                                       3,730,165           129,423                        3,600,742
  Loss from development stage operations                              (3,653,371)         (129,423)                      (3,523,948)
  Interest Income                                                          7,144                                              7,144
  Net operating (loss)                                                (3,646,227)         (129,423)                      (3,516,804)
  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)                                        (3,477,840)
  Loss of Disposal of Equipment                                          (19,753)
  Write-off of exploration and development costs
    on the Hiab Project                                               (4,466,157)                                        (4,466,157)
  Net (loss)                                                    $    (11,343,842)     $   (129,423)                   $ (11,194,666)
  Net (loss) per share                                          $          (1.11)     $      (0.02)                   $       (1.16)

  Weighted average shares                                             10,227,596        10,227,596                        6,194,988

</TABLE>

        The accompanying notes are an integral part of these statements.

                                       7
<PAGE>

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

                       STATEMENTS OF STOCKHOLDER'S EQUITY

              March 31, 2000 and 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)      (978,868)

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

                                       8
<PAGE>

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

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

               March 31, 2000 and 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)

Shares issued for services
  900,000 shares at $.10                     900,000        900         89,100                                             90,000

Shares issued for cash
   1,520,000 shares at $.10                1,520,000      1,520        150,480                                            152,000

Net Loss                                                                                               (129,423)         (129,423)

Balance at March 31, 2000                 13,363,950     13,364     11,569,383          -           (11,324,089)          112,054

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       9
<PAGE>

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

                             STATEMENT OF CASH FLOWS

                March 31, 2000 and March 31, 1999 and cumulative

<TABLE>
<CAPTION>
                                                                        Cumulative
                                                                        during          Quarter Ending  Quarter Ending
                                                                        development     March 31,       March 31,
                                                                        stage           2000            1999
                                                                        -----           ----            ----
<S>                                                                     <C>             <C>             <C>
Cash flows from operating activities
             Net (loss)                                                 $  (11,529,016) $    (129,423)  $        -
             Adjustments to reconcile net loss to net
               used in operating activities:
                Depreciation                                                   136,004
                Decrease in accounts receivable                                  2,422
                Amortization of organizational costs                           112,000          6,000
                Loss or (gain) on Asset Sales                                  (19,753)
                Decrease (increase) in deposits and other assets               (10,760)       (10,000)
                Increase (decrease) in accounts payable                       (906,333)       (63,960)
                Increase (decrease) in notes payable                        (1,696,722)
                Increase (decrease) in interest payable                          7,113
             Net cash (used) by operating activities                       (13,905,045)      (197,383)          -
Cash flows from investing activities
             Write-off of exploration costs                                  4,466,157
             Write-off of machinery & office eqpt                               28,049
             Purchase of property and equipment                               (931,920)
             Expenditures on mineral exploration costs                      (3,283,917)
             Write down of mining properties                                 5,654,010
             Net cash (used) by investing activities                         5,932,379             -            -
Cash flows from financing activities
             Sales of common stock                                           7,212,496        242,000
             Common stock subscriptions received                               805,000
             Net cash provided by financing activities                       8,017,496        242,000           -
             Net increase (decrease) in cash                                    44,830         44,617
             Cash at the beginning of period                                         -            212         328
             Cash at end of period                                      $       44,830  $      44,829   $     328

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       10
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2000


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

                                       11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 1999



$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.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
     -----------------

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

     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.

     Depreciation
     ------------

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

     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, 1999.

     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.

     Use of Estimates
     ----------------

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

                                       12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 1999

NOTE B - SUMMARY OF SIGNIFICIANT 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.

     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

                                       13
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 1999



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.

     Discussions  have been held with various  firms during the first quarter of
     2000,  in regards to selling the shares of the company.  These  discussions
     have not been advantageous to the Company, and no discussions are currently
     in process.

                                       14
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 1999

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.

     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.

                                       15
<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

     When  used  in  this  discussion,  the  words  "believes",   "anticipates",
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such  statements  are subject to certain  risks and  uncertainties,
which could cause  actual  results to differ  materially  from those  projected.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation to republish revised forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated  events.  Readers are also urged to carefully  review and consider
the various  disclosures made by the Company which attempt to advise  interested
parties of the factors which affect the Company's  business,  in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.

Overview
--------

     The  Company is  non-operational  and has been since  1997.  The Company is
searching for an acquisition or business  combination  and will have no activity
until that time.

Results of Operations
---------------------

     Revenues.  The Company  generated $0 in revenues for the three months ended
March 31,  2000,  versus $0 revenues for the same period in 1999.  To date,  the
Company has not relied on revenues  for funding.  The Company  expects to derive
the majority of its funding from private sources.

     General and  Administrative  Expenses.  During the three months ended March
31, 2000, the Company incurred $129,423 in general and administrative  expenses.
The total cumulative expense during the development stage is $3,646,227.

     Income. There has been no income in 1999 or 2000 and only $76,794 from July
28, 1995 to the present.

     Provision for Income Taxes. As of March 31, 2000, the Company's accumulated
deficit was $11,343,842, and as a result, there has been no provision for income
taxes.

     Net Income. For the three months ended March 31, 2000, the Company recorded
a net loss of  $129,423,  or $0.02 per share.  The loss of $129,423 for 2000 was
primarily  from  bringing the Company  current  with  accounting  and  reporting
requirements.

Liquidity and Capital Resources
-------------------------------

     As at March 31, 2000,  the Company had a cash balance of $54,829,  compared
to $328 as of March  31,  1999.  The  amounts  expended  were  used to bring the
Company current and came from private funds.

     As at March 31, 2000, the Company had $0 in accounts  receivable,  compared
to $0 as at March 31, 1999. The Company has been nonfunctioning during this time
frame.

     As at March 31,  2000,  the Company had $41,570 in accounts  payable and $0
for the period ended March 31, 1999.

     The Company's future funding  requirements will depend on numerous factors.
These factors  include the Company's  ability to receive  additional  funding to
meet its reporting  obligations  and find some form of  acquisition  or business
combination.

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     The Company may raise  additional  funds  through  private or public equity
investment  in order to expand the range and scope of its  business  operations.
The  Company  may seek  access to the  private or public  equity but there is no
assurance  that such  additional  funds  will be  available  for the  Company to
finance its operations on acceptable terms, if at all.

                          PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

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


                                 SIGNATURE PAGE

Pursuant to the  requirements of section 13 or 15(d) of the Securities  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
                                                     --------------
                                                     Alan Doyle
                                                     President

Dated: May 12, 2000



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