U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended: June 30, 2000

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _________________ to __________________

                         Commission file number 0-29260

                          TIMEBEAT.COM ENTERPRISES INC.
        (Exact name of small business issuer as specified in its charter)

        PROVIDENCE OF YUKON                             NOT APPLICABLE
    (State or other jurisdiction of                      (IRS Employer
     incorporation or organization)                     Identification No.)

    580 HORNBY STREET, SUITE 200, VANCOUVER, BRITISH COLUMBIA CANADA V6C 3B6
                    (Address of principal executive offices)

                                 (604) 689-4771
                           (Issuer's telephone number)

                             AGC AMERICAS GOLD CORP.
      (Former name, former address and former fiscal year, if changed since
                                  last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes    No X

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

             16,217,202 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
                                  JUNE 30, 2000

 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----



<PAGE>



                         TIMEBEAT.COM ENTERPRISES, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets

              Consolidated Statements of Operations

              Consolidated Statements of Cash Flow

              Notes to Consolidated Financial Statements

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


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities and Use of Proceeds

     Item 3.  Defaults Upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K

PART III - SIGNATURES

                                        2

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                           CONSOLIDATED BALANCE SHEETS
                              (In Canadian Dollars)
<TABLE>
<CAPTION>

                                                                           JUNE 30,             MARCH 31,
                                                                            2000                  2000
                                                                       -------------         -------------
                                                                        (Unaudited)
<S>                                                                    <C>                   <C>
ASSETS

Current assets:
     Cash and cash equivalents                                         $     749,214         $     861,299
     Accounts receivable                                                     144,832               181,643
     Inventory                                                               122,553               121,906
                                                                       -------------         -------------

         Total current assets                                              1,016,599             1,164,848

Restricted term deposit                                                      205,000               205,000

Deferred exploration costs                                                 4,964,452             4,947,942

Equipment, net                                                                36,242                33,473
                                                                       -------------         -------------

         Total assets                                                  $   6,222,293         $   6,351,263
                                                                       =============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued liabilities                         $     297,958         $     285,797

Commitments and contingencies

Stockholders' equity:
     Common stock, no par value, 100,000,000 shares
        authorized, 16,217,202 and 16,217,202 shares
        issued and outstanding at June 30, 2000 and
        March 31, 2000, respectively                                      13,510,163            13,510,163
     Accumulated deficit                                                  (7,585,828)           (7,444,697)
                                                                       -------------         -------------

         Total stockholders' equity                                        5,924,335             6,065,466
                                                                       -------------         -------------

         Total liabilities and stockholders' equity                    $   6,222,293         $   6,351,263
                                                                       =============         =============

</TABLE>

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


                                        3

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              (In Canadian Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED JUNE 30,
                                                                             2000                 1999
                                                                       --------------        --------------
<S>                                                                    <C>                   <C>

Net sales                                                              $      13,632         $         -0-

Cost of goods sold                                                            10,283                   -0-
                                                                       -------------         -------------

Gross profit                                                                   3,349                   -0-
                                                                       -------------         -------------

General and administrative expenses
     Advertising                                                              27,283                 8,001
     Amortization                                                              2,715                   666
     Audit and accounting                                                      2,500                 3,000
     Consulting                                                               29,543                10,303
     Foreign exchange (gain) loss                                            (23,363)               10,250
     Interest and bank charges                                                   113                   388
     Investor Relations                                                       22,500                15,050
     Legal                                                                     1,486                 5,506
     Management fees                                                          12,000                25,820
     Office, secretarial and administration                                    4,010                 5,359
     Rent                                                                     12,324                 5,512
     Salaries and wages                                                       32,926                   -0-
     Shareholder information                                                   8,664                 3,717
     Telephone, fax and utilities                                             11,080                 5,303
     Transfer agent and regulatory fees                                        1,633                 1,630
     Travel                                                                      -0-                 2,901
                                                                       -------------         -------------

         Total general and administrative                                    145,414               103,406
                                                                       -------------         -------------

Loss before other items                                                     (142,065)             (103,406)

Other items
     Interest income                                                             934                   597
                                                                       -------------         -------------

Net loss                                                               $    (141,131)        $    (102,809)
                                                                       =============         =============

Net loss per share, basic and diluted                                  $       (0.01)        $       (0.01)
                                                                       =============         =============

</TABLE>

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

                                        4

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Canadian dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED JUNE 30,
                                                                             2000                 1999
                                                                       --------------        --------------
<S>                                                                    <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                          $    (141,131)        $    (102,809)
     Adjustments to reconcile net loss to net cash used
     in operating activities:
         Depreciation and amortization                                         2,715                   666
     Cash provided by changes in working capital items                        48,325                25,040
                                                                       -------------         -------------
Net cash used in operating activities                                        (90,091)              (77,103)
                                                                       -------------         -------------

CASH PROVIDED BY FINANCING ACTIVITIES:
     Proceeds on issuance of common shares                                       -0-               878,495
                                                                       -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures on mineral properties                                      (16,510)              (11,009)
     Acquisition of capital assets                                            (5,484)               (1,874)
                                                                       --------------        --------------
Net cash used in investing activities                                        (21,994)              (12,883)
                                                                       --------------        -------------

Net (decrease) increase in cash and cash equivalents                        (112,085)              788,509

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                     861,299                52,648
                                                                       -------------         -------------

     End of period                                                     $     749,214         $     841,157
                                                                       =============         =============

</TABLE>


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

                                        5

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION. The accompanying unaudited consolidated
financial  statements have been prepared by Timebeat.com  Enterprises  Inc. (the
"Company")  pursuant to the rules and regulations of the Securities and Exchange
Commission.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted  pursuant to such rules and  regulations.  In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  and  disclosures  necessary  for  a  fair  presentation  of  these
financial  statements have been included.  These financial  statements should be
read in conjunction with the financial  statements and notes thereto included in
the  Company's  Annual  Report on Form 10-KSB for the year ended March 31, 2000.
Results for the three months ended June 30, 2000 are not necessarily  indicative
of the  results  that may be  expected  for any  future  quarter or for the year
ending March 31, 2001.

USE OF ESTIMATES.  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of 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.

NET LOSS PER SHARE.  Net loss per share is computed  using the weighted  average
number of common shares  outstanding.  Shares  associated with stock options and
warrants are not included because they are antidilutive.

                                        6

<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CURRENCY AND EXCHANGE RATES

Unless  otherwise  indicated,  all dollar amounts in this report are in Canadian
dollars.  The  following  table  sets  forth (i) the rates of  exchange  for one
Canadian dollar ("Cdn") expressed in one U.S. dollar at the end of each calendar
year;  (ii) the average  exchange  rates in effect on the last day of each month
during each calendar year; and (iii) the high and low exchange rates during each
calendar year.

<TABLE>
<CAPTION>
                                    1999             1998              1997             1996              1995
                                    ----             ----              ----             ----              ----

<S>                                 <C>              <C>               <C>              <C>               <C>
Rate At End Of Period:              0.6925           0.6504            0.7239           0.7300            0.7323

Average Rate Of Period:             0.6730           0.6740            0.7318           0.7332            0.7285

High Rate of Period:                0.6925           0.7105            0.7472           0.7524            0.7532

Low Rate of Period:                 0.6535           0.6340            0.7155           0.7219            0.7009
</TABLE>

Exchange  rates are based upon the noon  buying  rate in New York City for cable
transfers in foreign  currencies  as certified  for custom  purposes by the U.S.
Federal  Reserve Bank of New York.  The noon  exchange rate on October 20, 2000,
reported by the U.S. Federal  Reserve Bank of New York  was  $0.6614 (US$1.00  =
Cdn$1.5119).

DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP

Our financial  statements  were prepared in accordance  with Canadian  generally
accepted accounting  principles  ("Canadian GAAP").  Under Canadian GAAP, shares
issued  with  escrow  restrictions  are  recorded at the issue price and are not
revalued upon release from escrow. Under U.S. GAAP, escrow shares are considered
to be contingently issuable. These shares are excluded from the weighted average
shares  calculation  and the difference  between the fair value of the shares at
the time of their  release from escrow and the shares'  original  issue price is
accounted for as a compensation expense at the time the shares are released from
escrow.

Under Canadian GAAP all exploration  expenses related to mineral  properties and
areas of  geological  interest are deferred  until the  properties to which they
relate are placed  into  production  sold or  abandoned.  Under U.S.  GAAP these
exploration costs are not capitalized but expensed as incurred.

CAUTION

The following  discussion  contains trend information and other  forward-looking
statements that involve a number of risks and  uncertainties.  Our actual future
results could differ  materially  from our historical  results of operations and
those discussed in the forward-looking statements. All period references are for
the respective three-month periods ending June 30, 2000 and 1999.

                                        7

<PAGE>



OVERVIEW

We were  incorporated  in the  Province of British  Columbia,  Canada on May 23,
1986. In September 1999, we re-incorporated in the Yukon Territory,  Canada, and
changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises,  Inc.
We have  two  separate  business  divisions:  (1) we are a  mineral  exploration
company  exploring  for gold and silver  worldwide;  and (2) we own and  operate
Internet Web sites which  primarily cater to people who have an interest in fine
watches, jewelry, high-end gift and other luxury items.

We are an exploration stage company in the business of acquiring, exploring, and
if  warranted,  developing  mineral  properties  primarily  located  in  British
Columbia,  Canada.  We have acquired and subsequently  abandoned several mineral
properties in pursuit of our business. Our current mineral properties are not in
production and,  consequently,  we have no current operating income or cash flow
from these properties. We defer all exploration costs relating to our properties
and areas of geological  interest until the properties are placed in production,
sold or abandoned.  In 1999,  due to the price of minerals,  we chose to examine
other business possibilities.

In March 1999, we entered the Internet and  e-commerce  business.  We are in the
development  stage in our Internet  e-commerce  division.  In November  1999, we
launched our first Web site,  www.timebeat.com.  This is an e-commerce  Web site
that markets and sells watches,  jewelry,  high- end gift items and other luxury
items.  In  December  1999,  in order  to  increase  content  and  awareness  of
www.timebeat.com, we acquired our second Web site, www.watchzone.net. This is an
informational Web site which allows consumers the ability to gather and exchange
information  in chat  forums  and from  existing  publications,  news and  press
releases, manufacturer's literature, and product demonstrations and evaluations.

We have only generated  minimal revenues since our inception in 1986. As of June
30,  2000,  we have an  accumulated  deficit  of  $7,585,828.  We have  suffered
significant losses from operations,  require additional  financing,  and need to
continue  our  exploration  activities  and  the  development  of  our  Internet
e-commerce  businesses.  Ultimately we need to generate  sufficient revenues and
successfully  attain profitable  operations.  Our present business operations do
not  generate  sufficient  revenues  to cover our  expenses.  We cannot  provide
assurance that our business operations will be able to do so.

RESULTS OF OPERATIONS

We incurred a net loss of $141,131 for the three months ended June 30, 2000,  as
compared to a net loss of $102,809 for the three months ended June 30, 1999. Our
revenues were $13,632 for the three months ended June 30, 2000 as compared to no
revenues the three months ended June 30, 1999.  The revenues were generated from
sales in our Internet operations, and are net of sales or promotional discounts.
Revenue  from the sale of fine gold jewelry and watches is  recognized  when the
goods are shipped and received. The cost of goods sold related to these revenues
was $10,283,  leaving a gross margin of $3,349. The cost of goods sold consisted
primarily of the cost of the  products,  and included  such items as inbound and
outbound  shipping  costs.  Cost of goods sold is comprised  exclusively  of the
acquisition  cost of the  merchandise  sold inclusive of any import duties.  Our
inventory is valued at the lower of cost and net realizable value.

                                        8

<PAGE>



Our general and administrative expenses were $145,414 for the quarter ended June
30,  2000,  as compared to $103,406  for the quarter  ended June 30,  1999.  The
increase in expenses were generally  attributable  the development and operation
of our Web sites and  include  advertising  ($27,283  as  compared  to  $8,001),
consulting  fees  ($29,543 as  compared  to  $10,303),  and  salaries  and wages
($32,926 as compared to $0). We expense administrative  expenditures in the year
incurred.

ANTICIPATED TRENDS

We anticipate  that the current  level of sales will increase  during our fiscal
year ending  March 2001.  The expected  sales  increase is  attributable  to the
increased  exposure Due to our limited  operating history and the seasonality of
our sales,  we are unable to estimate  future  sales or trends at this time with
any reasonable degree of certainty.

LIQUIDITY

During  the  quarter  ended  June 30,  2000,  we used  cash of  $90,091  for our
operating  activities,  as compared to $77,103 during 1999 quarter. The increase
in the amount of cash used was  attributable  primarily to the loss for the 2000
quarter.  While cash of $878,495 was  provided by proceeds  from the issuance of
common shares in the 1999 period,  no cash was provided by financing  activities
during the 2000  quarter.  We used cash for  investing  activities of $21,994 in
2000 and  $12,883  in 1999,  consisting  primarily  of  expenditures  on mineral
properties.

At June 30, 2000, we had working capital of $718,641, as compared to $879,051 at
March 31, 2000. The decrease in working capital was caused by continued losses.

FINANCIAL CONDITION

Our total  assets  decreased  slightly  from  $6,351,263  at March  31,  2000 to
$6,222,293 at June 30, 2000. The decrease was  attributable  to primarily to the
decrease in cash used in operations.  Correspondingly,  our stockholders' equity
decrease due to  accumulated  deficit which  increased by the amount of our loss
for the three months ended June 30, 2000.

CAPITAL ASSETS

Our capital assets are recorded at cost and are amortized  over their  estimated
useful lives.  We use a declining  balance  method per annum as follows:  office
equipment 30%, computer  equipment 30%, and computer software 30%. For the three
months ended June 30, 2000, our total cost of assets was $47,369, with total net
book value of $36,242.

PLAN OF OPERATION

MINERAL EXPLORATION. Due to the current price of gold, we anticipate that only a
minimal  amount of work will be  conducted  on our  properties  during  the next
twelve  months.  We have no foreseeable  plans for our properties  other than to
maintain the leases and to carry out  reclamation  work. We estimate the cost of
reclamation to be approximately $100,000. We do not anticipate that we will

                                        9

<PAGE>



purchase any significant  equipment for exploration  activities during this time
period.  We  anticipate  retaining the services of  contractors  and other third
parties to assist us in our exploration activities.  These contractors and other
third parties generally use their own equipment and labor and, therefore,  we do
not anticipate  hiring any employees for exploration  activities during the next
twelve months.

Our current and future  exploration  activities,  if any, are subject to various
federal,  state and local  environmental  laws and  regulations.  These laws and
regulations govern the protection of the environment,  prospecting, exploration,
development,  production,  taxes,  labor standards,  occupational  health,  mine
safety,  toxic substances and other matters. We expect to be able to comply with
these laws and do not  believe  that  compliance  will have a  material  adverse
effect on our competitive position. We intend to obtain all licenses and permits
required  by  all  applicable   regulatory   agencies  in  connection  with  our
exploration  and  reclamation  activities.  We intend to maintain  standards  of
compliance consistent with contemporary industry practice.

INTERNET WEB SITES. During the fiscal year ended 2000, we enter into a number of
agreements and alliances  which had a positive impact on our Web sites' traffic.
To date,  however,  they have not yet impacted sales. We believe this may be due
in part to the seasonal  nature of luxury  items and because  www.watchzone.net,
which generated most of the traffic, is not an e-commerce site.

For the next  twelve  months,  we intend to focus our  resources  and efforts on
increasing  sales and traffic on our  Internet Web sites.  We will  continue our
effort to provide superior  service,  extended product  warranties,  establish a
high placement with the various search engines,  create brand awareness with the
intent to leverage  that  awareness by launching  additional  Web sites,  and to
expand into other areas which may offer a higher gross profit margin potential.

In an effort to increase  sales in the  short-term,  we intend to  complete  our
unique auction service to differentiate our Web site from other luxury Web sites
which sell comparable items. We also believe that an auction service will appeal
to our existing the customers.  In the long-term,  we will focus on establishing
additional  strategic  alliances and continuing our marketing and advertising to
accelerate  the  adoption  of our brand name and  services.  We do not expect to
purchase any  significant  equipment  during the next twelve  months,  nor do we
expect to hire a significant number of employees during that time period.

ADDITIONAL FUNDING

As of June 30, 2000, we had a working capital  surplus of $718,641.  Although we
anticipate a minimal  amount of work on our  exploration  properties  during the
next twelve months,  exploration and reclamation are capital intensive. The cost
to complete our objectives  relating to the Web sites and our ongoing  operation
costs are also  extensive.  For these  reasons,  we believe  we have  sufficient
working capital for the next nine (9) months.

As a result, we will need external  financing  implement our plan of operations.
Sources of external  financing may include bank  borrowings and joint  ventures,
but will most likely be accomplished  through future debt and equity  offerings.
We cannot assure that financing will be available to us on acceptable  terms, or
at all. Our failure to obtain additional financing when needed could result in

                                       10

<PAGE>



delay or the indefinite  postponement of one or both of our business  divisions,
and the possible loss of your entire investment in us.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-QSB, our Annual Report on
Form  10-KSB for our fiscal  year ended  March 31,  2000,  our Annual  Report to
Shareholders,  as well as statements made by us in periodic press releases, oral
statements  made by our officials to analysts and  shareholders in the course of
presentations about ourselves,  constitute  "forward-looking  statements" within
the  meaning  of  the  Private   Securities   Litigation   Act  of  1995.   Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
us  to  be  materially  different  from  any  future  results,   performance  or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and  equity  markets;  (4)  competition;  (5) the  availability  and cost of the
products  used  in our  Web  sites;  (6)  demographic  changes;  (7)  government
regulations  particularly  those  related to  Internet  commerce;  (8)  required
accounting changes; (9) equipment failures,  power outages, or other events that
may interrupt  Internet  communications;  (10) disputes or claims  regarding our
proprietary  rights to our software and  intellectual  property;  and (11) other
factors over which we have little or no control.


                                       11

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable.

ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  A)       EXHIBITS

<TABLE>
<CAPTION>
   REGULATION                                                                                          CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                          PAGE NUMBER

<S>               <C>                                                                                  <C>
      3.1         Certificate of Name Change and Ordinary and Special Resolution.                        n/a(1)

      3.2         Certificate of Incorporation and Memorandum.                                           n/a(1)

      4.1         VSE acceptance dated January 3, 1996 of Private Placement announced                    n/a(1)
                  October 25, 1994.

      4.2         VSE acceptance dated January 9, 1996 of Private Placement announced                    n/a(1)
                  November 5, 1995 and November 23, 1996.

      4.3         VSE acceptance dated June 6, 1997 of Private Placement announced                       n/a(1)
                  February 2, 1997.

      4.4         Sample Purchase Warrants.                                                              n/a(1)

      4.5         Sample Purchase Options.                                                               n/a(1)

     10.1         Letter Agreement dated October 10, 1993 between the Company and                        n/a(1)
                  Energex Minerals Ltd. regarding the JD Property (Amendment).

     10.2         Agreement dated July 7, 1994 between the Company and Floralynn                         n/a(1)
                  Investments Ltd.

     10.3         Letter Agreement dated September 30, 1994 between the Company and                      n/a(1)
                  Energex Minerals Ltd.

</TABLE>

                                       12

<PAGE>


<TABLE>
<CAPTION>
   REGULATION                                                                                          CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                          PAGE NUMBER

<S>               <C>                                                                                  <C>
      10.4        Letter Agreement dated April 13, 1995 between the Company and David                    n/a(1)
                  Ford.

      10.5        Consulting Agreement dated September 15, 1995 between the Company and                  n/a(1)
                  Founder's Group Management Ltd.

      10.6        Agreement dated January 10, 1996 between the Company and Energex                       n/a(1)
                  Minerals Ltd.

      10.7        Agreement dated June 14, 1996 between the Company and Energex Minerals                 n/a(1)
                  Ltd.

      10.8        Agreement dated December 6, 1996 between the Company and Cheni                         n/a(1)
                  Resources Inc. and Meota Resources Corp.

      10.9        Joint Venture Agreement dated August 1, 1997 between the Company and                   n/a(1)
                  Antares Mining and Exploration Corporation.

      10.10       Minerals Property Earn-In Agreement dated July 17, 1997
                  between the n/a(1) Company and Antares Mining and Exploration
                  Corporation.

      10.11       1994 Drilling Results.                                                                 n/a(1)

      10.12       1995 Drilling Results.                                                                 n/a(1)

      10.13       1996 Drilling Results.                                                                 n/a(1)

      10.14       Maps of the Company's Properties.                                                      n/a(1)

      10.15       Flow-Through Funding and Renunciation Agreement dated May 10, 1996                     n/a(1)
                  between the Company and Henry A. Meyer.

      10.16       Flow-Through Funding and Renunciation Agreement dated May 10, 1996                     n/a(1)
                  between the Company and John Peterson.

      10.17       Flow-Through Funding and Renunciation Agreement dated May 10, 1996                     n/a(1)
                  between the Company and Kenneth A. Thompson.

      10.18       Flow-Through Funding and Renunciation Agreement dated December 21,                     n/a(1)
                  1995 between the Company and Sandy Lynn Gammon.

      10.19       Flow-Through Funding and Renunciation Agreement dated December 21,                     n/a(1)
                  1995 between the Company and Lorraine McWilliams.

      10.20       Flow-Through Funding and Renunciation Agreement dated December 21,                     n/a(1)
                  1995 between the Company and Thomas Mitchell.

      10.21       Flow-Through Funding and Renunciation Agreement dated December 21,                     n/a(1)
                  1995 between the Company and Janet Thompson.

      10.22       Flow-Through Funding and Renunciation Agreement dated December 21,                     n/a(1)
                  1995 between the Company and Olza Tien.

      10.23       Stock Option Plan dated August 29, 1999.                                                 (2)

      10.24       Letter of Intent dated March 5, 1999, between the Company, Watch Central                 (2)
                  Corporation and Timebeat.com Inc.

</TABLE>

                                       13

<PAGE>



<TABLE>
<CAPTION>
   REGULATION                                                                                          CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                          PAGE NUMBER

<S>               <C>                                                                                  <C>

     10.25        Agreement dated December 14, 1999 between the Company, Watchzone.net                     (2)
                  Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.

      27          Financial Data Schedule                                                                   16

</TABLE>

---------------------
(1)   Incorporated by reference to our Annual Report on Form 20-F for the fiscal
      year ended March 31, 1999, file  no. 0-29260.
(2)   To be filed by amendment  to the Company's Form 10-KSB for the fiscal year
      ended March 31, 2000..


                  (B)      REPORTS ON FORM 8-K:  None.

                                       14

<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.

                                   TIMEBEAT.COM ENTERPRISES INC.
                                   (Registrant)



Date:    October 31, 2000          By: /s/ Thomas L. Crom
                                      -----------------------------------------
                                      Thomas L. Crom, Corporate Secretary
                                      (Principal financial officer)



                                       15

<PAGE>



                                   Exhibit 27

                             Financial Data Schedule


<PAGE>