As filed with the Securities and Exchange Commission on
                              January 21, 2002
                        Registration  File No. 333-79405
         ============================================================

                       SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington,  D.C.  20549
                             ------------------------
                                  FORM  SB-2
                       POST-EFFECTIVE AMENDMENT NO. 4
           REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                            NATALMA  INDUSTRIES,  INC.
                  (Name of small business issuer in its charter)

   Nevada                         1081                     88-0409369
-------------------          -----------------          -----------------
(State  or  Other           (Primary Standard          (IRS Employer
Jurisdiction of             Industrial Classifi-     Identification  No.)
Organization)               cation Code)

Natalma  Industries, Inc.                Warren J. Soloski, Esq.
1550  Ostler  Court                      11300 W. Olympic Blvd., Suite 800
N.Vancouver, B.C., Canada V7G 2P1        Los Angeles, CA. 90064
(604)  929-6437                          (310) 477-9742
--------------------------------         ---------------------------------
(Address and telephone of registrant's   (Name, address and telephone
 principal executive offices              number of agent for service)
 and principal place of business)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional common stock for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the  Securities Act, check the following  box  and  list  the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following  box.  [  ]
<TABLE>
<CAPTION>
                  CALCULATION  OF  REGISTRATION  FEE
-------------------------------------------------------------------------
<S>                  <C>            <C>            <C>            <C>
Securities        Amount To Be  Offering Price  Aggregate     Registration
To Be Registered  Registered    Per Share       Offering Price   Fee (1)
---------------------------------------------------------------------------
Common stock:    350,000 Shares    $1.00         $350,000       $97.30
---------------------------------------------------------------------------
</TABLE>
(1)   Estimated  solely  for  purposes  of  calculating  the  registration
fee pursuant to Rule  457(c). Previously paid through Fedwire.


                                       1
<PAGE>







REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT, WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(c), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.






































                                         2
<PAGE>

                                   PROSPECTUS
                                   ==========
                        350,000 SHARES OF COMMON  STOCK
                           NATALMA  INDUSTRIES,  INC.

We are offering up to a total of 350,000 shares of our common stock on a
self-underwritten basis, at an initial public offering price of $1.00 per
share. No fractional shares may be purchased. There is no minimum number
of shares which we must sell in this offering. We will commence the
offering on the effective date of this prospectus and continue for a
period of 120 days, unless we extend for an additional 90 days, or until
we complete the offering, whichever occurs sooner.

This offering was originally made effective by the U.S. Securities and
Exchange Commission in April 2000; however, the initial offering period
and 90-day extension expired before we made any sales.  No shares were
sold and no funds were received.  We are filing this Post-Effective
Amendment to update our financial information and again attempt to sell
the shares for a period of 120 days, with an option to extend for another
90 days, or until we complete the offering, whichever occurs sooner.

The purchase of shares in this offering is highly risky and you should
very carefully  and  thoroughly read the Risk Factors section of this
prospectus, beginning on Page 8.

These securities have not been approved or disapproved by the Securities
and Exchange Commission or the securities division of any state, nor has
the Commission or any state passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

Prior to this offering, there has been no public market for our common
stock and there is no assurance that a public market will result
following the sale of the shares being offered in this prospectus, or that
any shares purchased in this offering can be sold at or near the offering
price, or at all.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Commission is effective. This prospectus is not an offer to sell
the shares and it is not a solicitation of an offer to buy the shares in
any state where the offer or sale is not permitted.
-------------------------------------------------------------------------
                       Price  Per      Aggregate         Proceeds to Us
                         Share       Offering  Price     (1)(2)
-------------------------------------------------------------------------
Common stock            $1.00         $350,000           $350,000
-------------------------------------------------------------------------
1.	Messrs. Rex Pegg and Derick Sinclair, our officers and directors
will act as our sales agents, but will receive no commissions for any
shares they sell. They also will not register as broker-dealers pursuant
to Section 15 of the Securities Exchange Act of 1934, in reliance upon
Rule 3a4-1, which sets forth those conditions under which a person
associated with an Issuer may participate in the offering of the
Issuer's securities and not be deemed to be a broker-dealer.

2.   We calculated the net proceeds we will receive from this offering
after deducting $50,000 as the estimated costs for filing, printing,
legal, accounting and other miscellaneous expenses relating to the
offering, which we will pay out of the proceeds of this offering.


         Subject to Completion, Dated:                  , 2001


                                  3
<PAGE>












<TABLE><CAPTION>
                          TABLE  OF  CONTENTS

                                                                Page  No.
<S>                                                                 <C>
SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . . . . . . . 6
     Information about Our Company. . . . . . . . . . . . . . . . . .6
     The Offering . . . . . . . . . . . . . . . . . . . . . . . . . .6
     Summary Financial Data. . . . . . . . . . . . . . . . . . . . . 7
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     RISKS ASSOCIATED WITH OUR COMPANY:. . . . . . . . . . . . . . . 7
     We Lack an Operating History . . . . . . . . . . . . . . . . .  7
     The Mineral Exploration Industry is Highly Speculative . . . .  7
     Our Mining Claims Have No Known Ore Reserves . . . . . . . . .  8
     Our Mining Claims May Be Invalid . . . . . . . . . . . . . . .  8
     Our Continued Existence and Future Profitability is
       Highly Dependent Upon the Price of Precious Metals and Ores . 8
     Transportation Difficulties and Weather Interruptions
       in the Yukon Territory May Affect and Delay our Proposed
       Mining Operations and Severely Impact Our Proposed Business . 8
     We May be Delayed in or Unable to Comply With Government and
       Environmental Laws, Rules, and Regulation Related to our
       Proposed Operations Which Would Severely Impact Our
       Proposed Business . . . . . . . . . . . . . . . . . . . . . . 9
     Supplies Needed for Exploration May Not Always be Available . . 9
     We Must Be Able to Attract and Retain Key Personnel . . . . . . 9
RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . . . . . . . . .9
     The Risks of Buying Low-Priced Penny Stocks . . . . . . . . . . 9
     Possible Restrictions on the Resale of Your Shares. . . . . . . 10
     We Cannot Assure a Public Trading Market for the Shares . . . . 10
     You Will Incur Immediate and Substantial Dilution . . . . . . . 10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. . . . . . 11
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 11
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . . . 14
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. . . . . . . . . . . . 15
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING. . . . . . . . . . . . . 16
     Offering Will be Sold by Our Officer and Director . . . . . . . 16
     Offering Period and Expiration Date. . . . . . . . . . . . . . .16
     Procedures for Subscribing . . . . . . . . . . . . . . . . . . .16
     Right to Reject Subscriptions. . . . . . . . . . . . . . . . . .16
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     Description of Properties . . . . . . . . . . . . . . . . . . . 17
     Historical Background of Whitehorse Mining District . . . . . . 18
     Our Proposed Exploration Program. . . . . . . . . . . . . . . . 18
     Environmental Regulations . . . . . . . . . . . . . . . . . . . 20
     Government Regulations. . . . . . . . . . . . . . . . . . . . . 20
     Employees and Employment Agreements . . . . . . . . . . . . . . 20
     Office Facilities . . . . . . . . . . . . . . . . . . . . .. .  21
     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . 21
     Selected Financial Data . . . . . . . . . . . . . . . . . . . . 21
     Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . 22
     Limited Operating History; Need for Additional Capital . . . . .23
     Results of Operations . . . . . . . . . . . . . . . . . . . . . 24
     Liquidity and Capital Resources . . . . . . . . . . . . . . . . 24








                                4
<PAGE>









MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     Officers and Directors. . . . . . . . . . . . . . . . . . . . . 25
     Background of Officer and Director. . . . . . . . . . . . . . . 25
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . 26
     Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 26
PRINCIPAL STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . 26
     Future Sales by Present Stockholders. . . . . . . . . . . . . . 27
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . 27
     Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . 27
     Non-Cumulative Voting . . . . . . . . . . . . . . . . . . . . . 28
     Cash Dividends. . . . . . . . . . . . . . . . . . . . . . . . . 28
     Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Stock Transfer Agent. . . . . . . . . . . . . . . . . . . . . . . .  28
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . 28
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 29
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>








































                                        5
<PAGE>



















                       SUMMARY  OF  PROSPECTUS
                       =======================

Information  about  Our  Company
--------------------------------
Our company  was incorporated in the State of Nevada on July 9, 1998 and we
are engaged  in  the  exploration of mining properties. In March 1999, we
acquired 10 mining claims in the Whitehorse Mining District, Yukon
Territory, Canada and following completion of this offering, we intend to
implement an exploration program on the claims. Presently, we are only in
the exploration stage and have no assurances that any commercially viable
mineralized deposits exist, or will be found, on these properties until
such time as appropriate exploration work can be done on the properties
and a comprehensive economic evaluation based upon such work is concluded.

On March 10, 1999, we closed a public offering of 8,000,000 shares of our
common stock,  at  a  price  of  $.01  per  share,  under  Regulation D,
Rule 504, made effective  in  the  State  of New York on January 13, 1999
and raised a total of $80,000.

Our administrative office is located at 1550 Ostler Court, N. Vancouver,
British Columbia,  Canada V7G 2P1, telephone (604) 929-6437 and our
registered Statutory office  is located at 1495 Ridgeview Drive, Suite 220,
Reno, Nevada 89509.  Our fiscal year end is December 31.

The  Offering
-------------
Following is a brief summary of this offering.  Please see the Plan Of
Distribution; Terms of the Offering section for a more detailed description
of  the  terms  of  this  offering.
<TABLE>
<CAPTION>
<S>                                  <C>
Securities Being Offered             Up to 350,000 Shares of common stock,
                                     par value $.001.

Offering Price per Share             $ 1.00

Offering Period                      The shares are being offered for a
	                          	   period not to exceed 120 days, unless
                                     extended by our Board of Directors for
                                     an additional 90 days.

Net Proceeds to Our Company          Approximately $300,000

Use of Proceeds                      We intend to use the proceeds to pay
                                     for offering expenses and exploration
                                     and to generally expand our business
                                     operations.
Number of Shares
Outstanding Before
the Offering:                        11,500,000

Number of Shares
Outstanding
After the Offering:                  11,850,000
</TABLE>



                                        6
<PAGE>













Summary  Financial  Data
------------------------
The following table provides selected financial data about our Company for
the years ended December 31, 1999, December 31, 2000  and for the nine
months ended September 30, 2001. For detailed historical financial
information,  see the financial statements included in this prospectus.
<TABLE>
<CAPTION>
<S>                       <C>              <C>
Balance Sheet Data:.      9/30/01       12/31/00
------------------        -------       --------
Cash . . . . . . . .  $      3,139     $   5,890
                      ------------     ---------
Total assets . . . $      3,139     $   5,890

Total liabilities.    $      3,500     $       0

Shareholders' equity $      (361)    $   5,890
</TABLE>

RISK  FACTORS
=============
An investment in these securities involves an exceptionally high degree of
risk and is extremely speculative in nature.  In addition to the other
information regarding our company contained in this prospectus, you should
consider many important factors in determining whether to purchase the
shares. Following are what we believe are all of the material risks
involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:
==================================

We Lack an Operating History
-----------------------------
Our company was incorporated in July 1998 and we have not yet commenced our
proposed business operations or realized any revenues.  We have only a
limited operating  history upon which an evaluation of our future prospects
can be made. Such prospects must be considered in light of the substantial
risks, expenses and  difficulties  encountered  by  new  entrants  into the
competitive mining industry. The mining business is, by nature, extremely
speculative.  Our ability to  achieve  and  maintain  profitability  and
positive  cash  flow  is  highly dependent  upon  a number of factors,
including our ability to locate profitable mineral  properties  and
generate revenues,  while  reducing  exploration costs. Based upon current
plans, we expect to incur operating losses in future periods as we incur
significant expenses associated with the exploration of our mineral
properties. We cannot guarantee that we will be successful in realizing
revenues or achieving or sustaining positive cash  flow  in  the future
and  any such failure could have a material adverse effect  on  our
business,  financial condition and results of operations.













                                  7
<PAGE>












The Mineral Exploration Industry is Highly Speculative
-------------------------------------------------------
Gold, silver and strategic metals exploration is highly speculative in
nature, involving  many  risks  which  even  a  combination  of scientific
knowledge and experience cannot overcome, often resulting in unproductive
efforts.  We are in the very early exploration stage and are dependent on
the proceeds to be realized from the sale of the shares in this offering
for the funds necessary to carry out our planned exploration program. We
cannot guarantee that our explorations will be successful or that any
minerals will be found or that any production of minerals will be realized.
Although we believe there is a sufficient basis to engage in exploration
on our properties, it may not result in the discovery of any known minerals
or revenues.

Our Mining Claims Have No Known Ore Reserves
--------------------------------------------
We do not claim any known ore reserves on our properties.

Our Mining Claims May Be Invalid
-------------------------------
The validity of certain mining claims depends upon numerous circumstances
and factual matters, many  of which are discoverable of record or by other
available means, and is subject to many uncertainties of existing law and
its applications. While we believe our properties could contain minerals,
further exploration and mineral assessments  performed by government
agencies may indicate that our claims are not sufficiently mineralized and
may later be abandoned or determined to be invalid because of insufficient
mineralization.

Our Continued Existence and Future Profitability is Highly Dependent Upon
the Price of Precious Metals and Ores
--------------------------------------------------------------------------
Recently, the price of gold was at its lowest point in the last
20 years. The economic viability of our minerals exploration program will
be highly  dependent  on, among many other factors, political  issues and
general economic conditions.  During  periods  of  economic  downturn
or slow economic  growth,  coupled with eroding consumer confidence or
rising inflation, the  price  and/or  sale  of  precious  metals could be
severely impacted. Such factors would likely have an immediate effect on
our business operations and/or profitability.  Currently,  the mining
industry is depressed and mineral values have been very low over the last
several years, making it difficult  to conduct  operations  profitably in
the mining industry.

Transportation Difficulties and Weather Interruptions in the Yukon
Territory May Affect and Delay our Proposed Mining Operations and Severely
Impact Our Proposed Business
-------------------------------------------------------------------------
While  some mining concerns operate 12 months per year, our proposed
exploration work can only be performed for approximately 8 months out of
the year due to heavy snowfall in the Yukon Territory of Canada, where our
properties are located. Also, the existing roads leading to our properties
are  rough-graded dirt and, during rainy weather, are sometimes unusable or
washed out. Such factors would likely have an immediate adverse effect on
our operations and/or  profitability.







                                8
<PAGE>














We May be Delayed in or Unable to Comply with Government and Environmental
Laws, Rules and Regulation Related to our Proposed Operations Which Would
Severely Impact Our Proposed Business
--------------------------------------------------------------------------
Any  mineral exploration programs we undertake will be subject to extensive
Canadian  laws, rules and regulations. Various governmental permits are
required for our proposed  operations.  We are not assured of receiving
such permits as and when we need them for our operations, or at all.  In
addition, existing, as well as future legislation and regulations could
cause additional expense, capital  expenditures,  restrictions  and
delays  in the exploration of  our properties.  The extent to which future
legislation and/or regulations might affect our operations cannot be
predicted. There is no assurance environmental or  safety  standards  more
stringent than those presently in effect may not be enacted, which could
adversely affect our exploration program.  Also, the industry often finds
itself in conflict with the interests of private environmental  groups
which often have an adverse effect on the mining industry.

Supplies Needed for Exploration May Not Always be Available
-----------------------------------------------------------
Competition  and  unforeseen  limited  sources of supplies we need for our
exploration programs could result  in  occasional spot shortages of
supplies of certain products, equipment or  materials.  We cannot guarantee
we will be able to obtain certain products, equipment and/or materials
which we require, without interruption, as and when needed, or on terms
favorable to us.

We Must Be Able to Attract  and Retain Key  Personnel
------------------------------------------------------
Our business operations will be highly dependent upon our ability to
attract and maintain key employees and management personnel with experience
in the exploration of  mineral properties.  The process of hiring employees
with the combination of skills and attributes required to carry out our
business strategy  is  extremely competitive and time-consuming. We cannot
guarantee that  we  will be able to identify and/or hire qualified personnel
as and when they are  needed for our operations. The loss of the services
of key personnel, or  the  inability  to attract qualified personnel,
could materially adversely affect  our  business, financial condition and
results of operations.

RISKS  ASSOCIATED  WITH  THIS  OFFERING:
========================================

There are Many  Risks of  Buying  Low-Priced Penny Stocks
---------------------------------------------------------
The shares are defined as a penny stock under the Securities and Exchange
Act of 1934, and rules of the Commission. The Exchange Act and such penny
stock rules generally impose  additional sales practice and  disclosure
requirements on broker-dealers who sell our securities to  persons  other
than  certain accredited  investors who are, generally,  institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding  $200,000,  or  $300,000  jointly
with  spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the  penny  stock  rules, a broker-dealer must
make a suitability determination for each purchaser and receive the
purchaser's written agreement prior to the sale.







                                9
<PAGE>














In addition, the broker-dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and
actual bid and offer  quotations,  the compensation to be received by the
broker-dealer and certain associated persons, and deliver certain
disclosures required by the Commission.  Consequently, the penny stock
rules may affect the ability of broker-dealers to make a market in or
trade our common stock and  may  also affect your ability to resell any
shares you may purchase in this offering in the public markets.

Possible  Restrictions  on  the  Resale  of  Your  Shares
---------------------------------------------------------
Except for shares we sold in the State of New York and certain
jurisdictions outside of the United States under a Regulation D, Rule 504
offering, which are unrestricted, all other shares of our common stock
issued and outstanding are restricted securities  and cannot be resold
publicly, except in compliance with the  registration or exemption from
registration requirements of the applicable state securities laws, rules
and regulations.

We are Selling the Offering Without an Underwriter and May be Unable to
Sell any Shares
----------------------------------------------------------------------
The offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell hem through
our Vice President of Exploration and pay no commissions.  We will hold
investment meetings and invite our friends, acquaintances and relatives in
an effort to sell the shares to them; however, there is no guarantee that
we will be able to sell any of the shares.  In the event we are unable to
sell most of the shares in this offering, we will be forced to reduce our
proposed business operations until such time as additional monies can be
obtained, either through loans or financings.

We  Cannot  Assure  a  Public  Trading  Market  for  the  Shares
---------------------------------------------------------------
There is currently no active trading in our common stock and we cannot
guarantee you that an active trading market in our shares will develop in
the near future, even  if  this  Offering  is  successfully completed; or,
if a trading market is developed, that it can or will be sustained for any
period of time. There is a high risk that  you  not  be able to be resell
any shares you purchase in this offering at or near the Offering price, and
in fact, we cannot guarantee that you will be able  to sell  your  shares
at all in the future.

You  Will  Incur  Immediate  and  Substantial  Dilution
-------------------------------------------------------
Our existing stockholders acquired their shares at a cost substantially
less than that which you will pay for shares you purchase in this offering.
Accordingly, any investment you make in these shares will result in the
immediate and substantial dilution of the net tangible book value of those
shares from the $1.00 you pay for them to $.03 per share immediately after
the offering.




                                  10

<PAGE>



















    CAUTIONARY  STATEMENT  REGARDING  FORWARD-LOOKING  STATEMENTS
     =============================================================
Some discussions in this prospectus may contain forward-looking statements
that involve risks and uncertainties.  A number of important factors could
cause our actual results to differ materially from those expressed in any
forward-looking statements made by us in this prospectus. Such factors
include, but are not limited to, those  discussed  in the Risk  Factors,
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Business sections, as well as those discussed elsewhere in
this prospectus. Forward-looking  statements are often identified by words
like: believe, expect, estimate,  anticipate,  intend, project and similar
expressions, or words which, by  their  nature,  refer  to future  events


                         AVAILABLE  INFORMATION
                         ======================

We have filed this registration statement on Form SB-2, of which this
prospectus is a part, with the Commission. In addition, we have filed
all of the reports required to be filed, such as Forms 10-KSB, 10-QSB and
8-KSB,proxy statements, under Sec. 14 of the Exchange Act,  and  other
information with  the  Commission.     Such reports, proxy statements,
this registration statement and other information, may be  inspected  and
copied  at the public reference facilities maintained  by the  Commission
at 450 Fifth Street N.W., Judiciary Plaza, Washington, D.C. 20549. Copies
of all  materials may  be  obtained from  the  Public  Reference  Section
of the Commission's Washington,  D.C. office at prescribed rates. The
Commission also maintains  a  Web site that contains reports, proxy  and
information statements and other information regarding registrants that
file electronically with the Commission at http://www.sec.gov.


                            USE  OF  PROCEEDS
                            =================

We have estimated the net proceeds from this offering to be approximately
$300,000, assuming all shares are sold, which we can't guarantee, after
deducting $50,000, for estimated  offering  expenses, including legal and
accounting fees.  We expect to disburse the proceeds from this offering in
the priority set forth below, during the first 12 months after successful
completion of this offering:
<TABLE>
<CAPTION>
<S>                                               <C>
Total Proceeds . . . . . . . . . . . . . . . . .  $ 350,000
Less Offering Expenses:
     Legal and Accounting Fees and Offering Exp.     50,000
                                                 ----------
Net Proceeds From This Offering. . . . . . . . .  $ 300,000
</TABLE>










                                       11
<PAGE>



















We estimate that we will allocate the following sums during the three
phases of our proposed exploration program; however, these figures may be
adjusted at the sole discretion of our management:

<TABLE><CAPTION>
<S>                                                 <C>
Phase 1:   Legal, Accounting, Administrative       $100,000
           and Working Capital
           Salaries and Wages:
             1 Senior Geologist @$500/day and
             3 Junior Geologists @$300/day for
             30 days                               $ 42,000
           Assays - 1,000 @ $25/sample             $ 25,000
           Equipment Rentals - Bulldozer, 4x4
            truck, 2 ATV's, radios, geophysical
            equipment and helicopter               $ 35,000
           Blasting crew and equipment for 15
            days @ $1000/day                       $ 15,000
           Camp expenses-food and lodging          $ 40,000
          Geological Report, including
            Recommendation to continue to Phase II $ 10,000
           Contingency Fund                        $ 33,000
                                                   --------
           Total Use of Proceeds                   $300,000
</TABLE>

In the event less than all the shares are sold in this offering, we
would reduce expenditures in the following order:

1.       The $33,000 contingency fund would be reduced by
         ensuring that contracts awarded to perform the exploration
         work were as close to budget as possible;

2.       Strictly manage all administrative, legal and accounting
         costs  in an effort to keep them to a minimum while still
         ensuring compliance with all regulatory requirements; and

3.       Take maximum advantage of the skills of our officers.

Only after minimizing the above costs, would we consider reducing the
scope of our proposed exploration work.

Phase 2 will be contingent on the success of the Phase 1 exploration work.
Assuming Phase 1 is successful, we will need to raise an additional
$300,000 either through sales of our common stock, loans from banks or
third parties, or by entering into a joint venture agreement with a major
mining company, who would have the cash reserves and equipment required for
further exploration and drilling work on our properties. Phase 2 would
consist of additional trenching and diamond drilling.











                                 12
<PAGE>













<TABLE><CAPTION>
<S>                                                <C>
Phase 2:  Legal, Accounting, Administrative        $ 30,000
           and Working Capital
           Salaries and Wages:
             1 Senior Geologist @$500/day and
             3 Junior Geologists @$300/day for
             30 days                               $ 42,000
           Assays-1,000 @ $25/sample               $ 25,000
           Equipment Rentals - Bulldozer, 4x4
            truck, 2 ATV's, radios, geophysical
            equipment and helicopter               $ 35,000
           Diamond drilling - Approx. 1000
            Meters @$100/meter                     $100,000
           Blasting crew and equipment for 15
            days @ $1000/day                       $ 15,000
           Camp expenses-food and lodging          $ 40,000
           Geological Report, including
            recommendation to continue to Phase 3  $ 10,000
           Contingency Fund                        $  3,000
                                                   --------
Estimated Total Required to Complete Phase 2       $300,000

</TABLE>
Phase 3 will be contingent on the success of Phases 1 and 2. Assuming
Phases 1 and 2 are successful and minerals are located on our properties,
of which we have no assurance or guarantee, we estimate we will need to
raise an additional $1,000,000 either through sales of our common stock,
loans from banks or third parties or by joint venturing with a major
mining company with establish cash reserves and the equipment required to
implement our proposed Phase 3 operations.

<TABLE><CAPTION>
<S>                                                     <C>
Phase 3  : Legal, Accounting, Administrative       $   60,000
           and Working Capital
           Salaries and Wages:
             1 Senior Geologist @$500/day and
             6 Junior Geologists @$300/day for
             30 days                               $   69,000
           Assays-Approx. 5,000 @ $25/sample       $  125,000
           Equipment Rentals - Bulldozer, 4x4
            truck, 6 ATV's, radios, geophysical
            equipment and helicopter               $   75,000
           Diamond drilling-Approx. 5,000 meters
            @ $100/meter                           $  500,000
           Blasting crew and equipment for 30
            days @ $1000/day                       $   30,000
           Camp expenses - food and lodging        $   75,000
           Geological Reports                      $   25,000
           Contingency Fund                        $   41,000
                                                   ----------
Estimated Total Required to Complete Phase 3       $1,000,000
</TABLE>









                                 13
<PAGE>


In the event we raise less than the maximum offering proceeds, we intend
to seek other financing through bank or third party loans to complete our
proposed exploration program.

While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to
reassess and reassign such use if, in the judgment of our Board of
Directors, such changes are necessary or advisable. At present, no material
changes are contemplated. Should there be any material changes in the above
projected use of proceeds in connection with this offering, we will issue
an amended prospectus reflecting the same.

There is no definitive use, at present, for the working capital, other than
for possible cost overruns caused by inflation and/or under-estimation of
costs for exploration.  Until used, the working capital proceeds may be
invested in short-term certificates of deposit or U.S. Treasury Notes.


                DETERMINATION  OF  OFFERING  PRICE
                ==================================

The price of the shares we are offering was arbitrarily determined in order
for us  to  raise up to a total of $350,000 in this offering.  The offering
price bears no relationship  whatsoever to our assets, earnings, book value
or other criteria of value. Among the factors considered were our limited
operating history, the proceeds to be raised by the offering, the amount of
capital to be contributed  by purchasers in this offering in proportion to
the amount of stock to be retained by our existing Stockholders, and our
relative cash requirements.


                           CAPITALIZATION
                           ==============

The following  table  sets forth our capitalization as of December 31,
2000 and for the nine months ended September 30, 2001  (i)on a
historical basis and (ii) as adjusted to reflect the sale of the shares
we are offering in this prospectus at an assumed initial public offering
price of $1.00 per  share, and the application of the estimated net
proceeds we will  receive, assuming sale of all shares, which we cannot
guarantee.

This table should be read in conjunction with the section entitled,
Management's Discussion and Analysis of Financial Condition and Results
of Operations; our Financial Statements and  Notes; and other  financial
and operating  data  included  elsewhere  in  this  prospectus.
<TABLE>
<CAPTION>
<S>                                       <C>               <C>
                                        9/30/01            12/31/00
                                      ------------       ------------
Stockholder's Equity:. . . .  . . .   $  (361)      $    5,890
Common stock:
      25,000,000 shares authorized,
      par value $.001, Issued and
      outstanding  . . . . .            11,500,000       11,500,000
</TABLE>






                                   14
<PAGE>





            DILUTION  OF  THE  PRICE  YOU  PAY  FOR  YOUR  SHARES
            =====================================================

Dilution represents the difference between  the offering price and the net
tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly
as a result of our arbitrary determination of the offering price of the
shares being offered.  Dilution of the value of the shares you purchase is
also a result of the lower book value of the shares held by our existing
Stockholders.

As of September 30, 2001, the net tangible book value of our shares
was  a deficit of ($361), or $.0000  per share, based
upon 11,500,000 shares outstanding.

The following  table illustrates the per share dilution to new investors,
assuming we sell all the shares offered:

<TABLE><CAPTION>
<S>                                                         <C>
Public Offering Price per Share                        $   1.00

Net Tangible Book Value                                $ (.0000)

Increase in Net Tangible Book Value per Share
  Attributable to New Investors                     $   1.00

Net Tangible Book Value After Offering                 $    .03

Immediate Dilution per Share to New Investors  . . . . $    .97
</TABLE>

The following table summarizes the number and percentage of shares
purchased, the amount and percentage of consideration paid and the
average price per Share paid by our existing stockholders and by
new investors in this offering:
<TABLE>
<CAPTION>
<S>            <C>         <C>           <C>            <C>
                                                       Total
               Price       Number of     Percent of    Consideration
               Per Share   Shares Held   Ownership     Paid
               ---------   -----------   ----------    -------------

Existing
Stockholders   $ .007      11,500,000       97%         $ 83,500

Investors in
This Offering  $ 1.00         350,000        3%         $350,000
</TABLE>








                                  15
<PAGE>



         PLAN  OF  DISTRIBUTION;  TERMS  OF  THE  OFFERING
         =================================================

Offering  Will  Be  Sold  By  Our  Officer  and  Director
---------------------------------------------------------
We intend to sell the shares in this offering through our officers and
directors,     who will receive no commission from the sale of any shares.
Messrs. Pegg and Sinclair will not register as broker-dealers pursuant to
Section 15 of the Securities  Exchange Act of 1934, in reliance upon Rule
3a4-1, which sets forth those conditions under which a person associated
with an Issuer may participate in the offering of the Issuer's securities
and not be deemed to be a broker-dealer.

1.  None of such  persons are subject to a statutory disqualification, as
that term is defined  in  Section  3(a)(39)  of  the  Act,  at  the  time
of  his participation;  and,

2.   None of such persons are compensated in connection with his or her
participation by the payment of commissions or other remuneration based
either directly  or  indirectly  on  transactions  in  securities;  and

3.  None of such persons are, at the time of his participation, an
associated person of a broker-dealer; and

4. All of such persons meet the conditions of Paragraph (a)(4)(ii) of
Rule 3a4-1 of  the  Exchange  Act, in that they (A)  primarily perform, or
are intended primarily  to perform at the end of the offering, substantial
duties for or on behalf  of the  Issuer  otherwise  than  in  connection
with  transactions in securities; and (B) are  not a broker or dealer, or
an associated person of a broker  or  dealer, within the  preceding  twelve
months; and (C) do not participate  in selling and offering of securities
for any Issuer more than once every  twelve months other  than  in reliance
on Paragraphs (a)(4)(i) or (a)(4)(iii).

Since the offering is self-underwritten, we intend to advertise and hold
investment meetings in various states where the offering will be registered
and will distribute this prospectus to potential investors at the meetings
and to our friends and relatives who are interested in our company and a
possible investment  in  the  offering.

We are offering the shares subject to prior sale and subject to approval
of certain matters by our legal counsel.

Offering  Period  and  Expiration  Date
----------------------------------------
This offering will commence on the date of this prospectus and continue
for a period of 120 days, unless we extend the offering period for an
additional 90 days,  or  unless  the  offering is completed or otherwise
terminated by us.

Procedures  for  Subscribing
-----------------------------
If you decide to subscribe for any shares in this offering, you will be
required to execute a Subscription Agreement and tender it, together with
a check or certified funds, to us for acceptance or rejection.








                                    16
<PAGE>




All  checks  for  subscriptions  should  be made payable to Natalma
Industries, Inc.

Right  to  Reject  Subscriptions
--------------------------------
We have the right to accept or reject subscriptions in whole or in part,
for any  reason or  for  no  reason. All monies from rejected subscriptions
will be returned immediately  by  us to the subscriber, without interest
or deductions. Subscriptions for securities will be accepted or rejected
within 48 hours after we  receive  them.


                               BUSINESS
                               ========
General
-------
Our Company was incorporated in the State of Nevada on July 9, 1998. We are
engaged in the acquisition and exploration of mining properties. We are a
relatively new company and, as such, are considered to be a junior mining
company. It is common practice in the mining industry for a junior mining
company to complete exploration activities on a property to determine if
any minerals exist.  At such time as mineralization is located, a junior
mining company then attempts to recruit a major mining company, with ample
cash reserves and equipment, to assist in the development of a property. As
a junior mining company, we intend to conduct exploration activities on our
properties and, if warranted, will seek a major mining company to joint
venture in any development and/or production.  However, since we are in the
early stages of exploration activities, there is no guarantee we will locate
any mineralization on our properties or, if mineralization is located in a
quantity sufficient to warrant development, there is no guarantee we will
be able to recruit a major mining company to join us as a joint venture
partner.  In the event we are unable to enter into a joint venture agreement
with a major mining company to assist in the development of our properties,
as a junior mining company with limited cash reserves, we will likely be
required to raise additional monies, either through sales of our equity
securities or through loans from financial institutions or third parties,
prior to commencement of any development activities on our properties.

We maintain our statutory registered agent's office at 1495 Ridgeview Drive,
Suite  220, Reno, Nevada 89509 and our business offices at the home of our
President and director, Derick Sinclair, in British Columbia, Canada.

Description  of  Properties
---------------------------
In  December, 1998,  we entered into an Option to Purchase Agreement with
John Martin, an unrelated third party, to acquire 100% of the rights,
titles and interests  in  and  to  a total of 10  mining claims in the
North Mt.Lorne Properties, Per 1-10 mineral claims, Grant No. YC08501-
YC08510, in the Whitehorse Mining  District,  Yukon Territory, Canada, in
exchange for $55,000 U.S. in cash and  500,000  shares  of  our  restricted
common  stock. On December 1, 1998, Mr. Martin obtained an option to the
same claims from Mr. Costas Takkas, an unrelated third party.  The terms
of the options are identical except Mr. Martin received 500,000 shares of
our restricted common






                                 17
<PAGE>


stock and $5,000 for his assignment to us.  On March 16, 1999, we exercised
our Option and acquired the mining claims.  We have also agreed to pay a 2%
net smelter return, which means 2% of the net proceeds from the sale of any
minerals after deducting the costs of extracting and smelting the minerals,
excluding any administrative or selling costs, to Mr. Martin, which he, in
turn, must pay to Mr. Takkas, on any and all minerals located and produced
on the properties. In addition, we were required to complete a minimum of
$80,000 Cdn. Exploration and development work on the properties on or
before September 1, 1999; however, since we have not yet raised the money
to commence any on-site exploration work on the properties, this date was
extended by an amendment to the Assignment of Option to Purchase Agreement
between the parties to September 1, 2001 and recently was extended
further by an amendment to the Assignment of Option to Purchase Agreement
between the parties to September 1, 2002.

The current exchange rate is approximately $1.00 U.S. equals $1.50
Canadian.

The existing roads leading to our properties in the Yukon Territory are
rough-graded dirt and, during rainy weather, are sometimes inaccessible or
washed out.  To date, we have not performed any geological work on any of
our claims.

Historical  Background  of  Whitehorse  Mining  District
--------------------------------------------------------
There is no known history of any operations on our mining claims; however,
adjacent claims have been staked and excavated.

The  main rock units historically found in the area include limestone,
limestone conglomerate, black siltstone and several phases of felsic to
intermediate dykes cross-cutting the sedimentary  stratigraphy.  Elevated
gold and arsenic values obtained from the mining  district  occur  proximal
to felsic dykes. Highly anomalous copper values were found in chalcopyrite/
malachite samples taken from a  garnet skarn outcrop in  the  area.
Magnetic surveys have revealed linear structures, possibly  magnetic dykes
and/or sills, which may be associated with skarn-type mineralization and/or
mesothermal gold-arsenic mineralization.  We do not  know  if  there  is
any  mineralization  on  our  properties.

Our  Proposed  Exploration  Program
-----------------------------------
Previous  exploration  work  on  adjacent  properties since 1959 has
indicated that mineral occurrences  exist  in  the area of our properties;
however, further exploration is needed to determine what amount of minerals,
if any, exist on our properties and if any minerals which are found can be
economically extracted and  profitably  processed.  We  believe  there  are
numerous  valuable  unexplored  and sometimes unclaimed prospects  in  the
Whitehorse Mining District where our properties are located.

Our exploration program will be designed to economically explore, evaluate
and acquire properties which, in our opinion, may merit exploration.







                               18
<PAGE>



We do not claim to have any mineralization or reserves whatsoever at this
time on any of our  properties;  however, between 1959 and 1980, claims
adjacent to ours were staked and excavated.  Our research data reveals that
in 1995, several rock samples were collected from claims adjacent to ours
by Kennecott Canada, Hemlo Gold Mines, Inc. and some individuals, which
revealed gold mineralization in the area. Based on this, we believe there
is a sufficient basis to engage in exploration activities, and we anticipate
finding some possible gold reserves.

Upon completion of this offering, in approximately late 2001, we intend
to implement  an  exploration program, which we anticipate will cost
approximately  $300,000 US. We intend to proceed in the following
three phases:

Phase 1 will begin with research of  the available geologic literature,
personal interviews with geologists,  mining  engineers  and  others
familiar with the prospect sites. We have recently begun this Phase of the
exploration process on our properties and anticipate continuing this Phase
through late Spring 2002.

When historical data research  is completed, our initial work will be
augmented with geologic  mapping,  geophysical  testing  and geochemical
testing of our claims. When  available,  existing  workings, such as
trenches, prospect pits, shafts or tunnels will be examined.  If an apparent
mineralized zone is identified and narrowed down  to  a specific area by the
studies, we intend to begin trenching the area. Trenches are generally
approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow
for a thorough examination of the surface of the vein structure types
generally encountered  in the  area.  They also  allow for  efficient
reclamation,  re-contouring  and re-seeding  of disturbed areas Once
excavation  of a trench is completed, a channel of samples are taken and
then  analyzed for economically potential minerals that are known to have
occurred in the area.  Careful interpretation of this available data
collected from the various tests aid in determining whether or not the
prospect, as viewed  by our experts, has current economic potential and
whether further exploration is warranted.

Phase 2 will involve an initial examination of the underground
characteristics of the vein  structure that was identified by Phase 1 of
exploration.  Phase 2 will be aimed at identifying any mineral deposits of
potential economic importance.  The methods which will be employed are more
extensive trenching, more advanced geophysical work and ultimately drift
driving to aid in the determination of subsurface characteristics of the
structure. The geophysical work is designed to give a general understanding
of the location and extent of mineralization at depths that are unreachable
by surface excavations and provide a  target  for  more  extensive
trenching and core drilling. The trenching will identify the continuity
and extent of mineralization, if any, below the surface. After a thorough
analysis of the data collected in Phase 2, a determination will be  made
as  to  whether  or  not  the  properties warrant a  Phase  3 study.
This Phase will commence, if warranted by results of Phase I activities,
in  early Summer 2002.









                               19

<PAGE>


Phase 3 will be aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any mineralized body,
assuming any are located on our  properties, so that they can be
considered proven mineralized bodies within the stringent industry
standards. This is accomplished  through extensive drift driving. An ore
body is not a proven ore body until it has been technically, economically
and legally  proven.  This Phase will commence, if warranted by results of
Phase 2 activities, approximately 60 days after results of Phase 2
activities have been analyzed.

Environmental Regulations
-------------------------
Environmental laws and regulations relating to public lands in Canada are
expected  to  be  tightly  enforced.  We intend to explore and, when
required, develop all of our properties in strict compliance with all
environmental requirements applicable to the mineral processing and mining
industry. We will secure  all  the  necessary  permits for exploration and,
if development is warranted on any property,  will file final Plans of
Operation prior to the commencement of any mining operations. We anticipate
no discharge of water into any  active  stream, creek, river, lake or any
other body of water regulated by environmental law or regulation.  No
significant  endangered species will be disturbed.  Re-contouring and
re-vegetation of disturbed surface areas will be completed pursuant to all
Canadian provincial and local legal requirements. Any portals, adits or
shafts will be sealed upon abandonment of a property.  It is difficult to
estimate the cost of compliance with environmental laws since the full
nature and extent of our proposed activities cannot be determined until we
commence our operations and know what that will involve from an
environmental standpoint.

Government  Regulations
-----------------------
We will be subject to all the laws, rules and regulations which govern the
mineral processing and mining industry in Canada. We intend to fully comply
with all environmental, health and safety laws, rules, regulations and
statutes.

Specifically, the proposed exploration of the property will be governed by
the Yukon Quartz Mining Act. Under the Act the Governor in Council makes
regulations which prescribe operating conditions governing all exploration
programs.  We will be required to notify the Chief of Mining Land Use of
our exploration plan to ensure compliance. We intend to fully determine and
comply with all rules and regulations governing our operations prior to
commencement of same.

Employees  and  Employment  Agreements
--------------------------------------
At  present, we have no employees, other than Derick Sinclair, our
President, Secretary, Treasurer and Chairman of the Board, and Rex Pegg,
our Vice President of Exploration, who are not presently compensated for
their services and do not have employment agreements with us. Initially,
we intend to use the services of subcontractors for all exploration work
on our properties. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however,
we may adopt such plans in the future.  There are presently no personal
benefits  available to any officers, directors or employees.



                                20
<PAGE>



Office Facilities
-----------------
We currently conduct our business operations from the home of our President
and Chairman of the Board, Mr. Derick Sinclair, in North Vancouver, B.C.,
Canada, on a rent-free basis.  If this offering is successful, we intend to
set up a remote office trailer near our properties and begin exploration
activities.

Legal  Proceeding
-----------------
We  are  not  involved  in  any  pending  legal  proceeding.


                 MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
              FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS
              ==================================================

This registration statement contains forward-looking statements that
involve risks and uncertainties. The statements contained in this
registration statement that are not purely historical are forward-looking
statements, including without limitation statements regarding our
expectations, projections, beliefs, intentions or strategies regarding
the future.  All forward-looking statements included in this document are
based on information available to us on the date hereof, and we  assume
no obligation to update any such forward-looking statements. Our actual
results may differ materially as a result of certain factors, including
those set forth in the Risk  Factors  section of this  registration
statement. Potential investors should consider carefully the following
factors, as well as the more detailed information  contained elsewhere
in this registration statement, before making a decision to invest in our
shares.  The following discussion and analysis should be read in
conjunction with our Financial Statements and Notes included in this
prospectus.

Selected  Financial  Data
-------------------------
We are a start-up, exploration stage company and have not yet generated
or realized any revenues from our business operations.

On March 10, 1999, we closed a public offering of 8,000,000 shares of our
common stock,  at  a  price  of  $.01  per  share,  under  Regulation D,
Rule 504, made effective  in  the  State  of New York on January 13, 1999
and raised a total of $80,000.

The following historical financial data for the years ended December 31,
1999, December 31, 2000 and for the nine months ended September 30,
2001  was derived from our financial statements, audited  and
reviewed by Clyde  Bailey P.C., an independent certified public
accountant.










                                     21


<PAGE>



<TABLE><CAPTION>
<S>                                   <C>           <C>          <C>
Balance Sheet Data
------------------                   9/30/01     12/31/00      12/31/99
                                     =======     ========      ========
Assets:

Cash . . . . . . . . . . . . .     $   3,139  $      5,890  $     10,158
                                   ---------  ------------   -----------
Total Assets . . . . . . . . .  $   3,139  $      5,890  $     10,158

Liabilities:

Accounts Payable . . . . . . .     $   3,500  $          0  $      2,577
                                   ---------  ------------   -----------
Total Liabilities. . . . . . .     $   3,500  $          0  $      2,577
Total Stockholders' Equity . .  $    (361) $     5,890   $      7,581
                                   ---------  ------------   -----------
Total Liabilities and
 Stockholders' Equity . . . . . $   3,139  $      5,890  $     10,189

Statements of Operations Data:

Revenues . . . . . . . . . . . . . $       0  $          0  $          0
Expenses. . . . . . . . . . .   $   6,251  $      1,691  $     57,849
Net Income/Loss. . . . . . . .  $  (6,251) $     (1,691) $    (57,849)
Net Income/Loss per common share $    (.00) $       (.00) $       (.01)
Weighted average common shares
  outstanding                     11,500,000    11,500,000    11,500,000
</TABLE>

Plan of Operation
-----------------
Assuming sale of all the shares in this offering and receipt of all the
proceeds, of which there is no guarantee, we estimate that we will use
most of the funds received during the next 12 months to complete Phase I
of our exploration program.  We intend to subcontract with approximately
three (3) geologists and a blasting crew with equipment to locate and
extract mineral samples on our properties.  All samples will then
be sent to an assay lab for analysis and a geological report will be
prepared.

In the event less than all the shares are sold in this offering, we
would reduce our Phase I expenditures in the following order:

1.       Our contingency fund would be reduced by ensuring that
         contracts awarded to perform the exploration
         work were as close to budget as possible;

2.       Strictly manage all administrative, legal and accounting
         costs  in an effort to keep them to a minimum while still
         ensuring compliance with all regulatory requirements; and

3.       Take maximum advantage of the skills of our officers.







                               22
<PAGE>




Only after minimizing the above costs, would we consider reducing the
scope of our proposed exploration work.

Phase 2 will be contingent on the success of the Phase 1 exploration work.
Assuming Phase 1 is successful, we will need to raise an additional
$300,000 either through sales of our common stock, loans from banks or
third parties, or by entering into a joint venture agreement with a major
mining company, who would have the cash reserves and equipment required for
further exploration and drilling work on our properties. Phase 2 would
consist of additional trenching and diamond drilling.

Phase 3 will be contingent on the success of Phases 1 and 2. Assuming
Phases 1 and 2 are successful and minerals are located on our properties,
of which we have no assurance or guarantee, we estimate we will need to
raise an additional $1,000,000 either through sales of our common stock,
loans from banks or third parties or by joint venturing with a major
mining company with establish cash reserves and the equipment required to
implement our proposed Phase 3 operations.

Limited  Operating  History;  Need  for  Additional  Capital
------------------------------------------------------------
There is little  to no historical financial information about our Company
upon which to  base an evaluation of our performance or to make a decision
regarding an investment in the shares.  We are still in the organizational
stages and have not yet generated or realized any revenues from operations.
We cannot guarantee  we  will  be  successful  in  our business operations
or will achieve significant levels of market acceptance for our proposed
business. Our business could be subject to any or all of the problems,
expenses, delays and risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the
exploration and/or development of our properties, possible cost overruns
due to price and cost increases in raw products and manufacturing
processes, and the absence of an operating history. Therefore, we cannot
guarantee we will be able to achieve or maintain profitable operations.
Further, there is no assurance that we will not encounter unforeseen
difficulties that may deplete our capital resources more rapidly than
anticipated.

To  become and remain profitable and competitive, upon successful
completion of this offering, we intend to look for a joint venture partner
who is experienced in the type of mining activities we propose and, while
seeking such partner, continue with our exploration activities to determine
if viable mineralization exists on any of our properties to warrant
development .Upon successful completion of this offering, and until we
commence exploration activities on our properties, we estimate our monthly
expenses will be minimal, that is less than $1,500 per month, and these
monies will be used only in our background data research efforts on our
properties and the surrounding claims. We anticipate this search will take
only 1-2 months.  At that time, we will likely be required to make
significant investments into the exploration of our properties before we
would able to commence production of any minerals we may find; however,
until the offering is completed or we enter into a joint venture agreement
with a major mining company with cash reserves and equipment it is not
possible to estimate how long our current cash reserves and funds raised in
this offering will last. We may need  to seek additional financing to
provide for the capital we will require to implement our proposed
exploration program.







                                   23
<PAGE>





The timing and total amount of capital requirements cannot be predicted at
this time and we have  no assurance that any financing will be available
to us on acceptable terms, as and when we need it, if at all. If such
financing is not available  on satisfactory terms, as and when  needed, we
may be unable to continue our exploration activities or expand our
operations and our operating results may be adversely  affected.  Equity
financing could also result in additional dilution to then existing
shareholders.

We do not plan to purchase any significant equipment in the next 12 months.

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

We are an exploration stage company and have not yet generated or
realized any revenues since inception.  We acquired our first property,
consisting of 10 claims and are commencing the exploration stage of our
mining operations  on  that  property  at  this  time.

Since inception, we have used our common stock to raise money for our
property  acquisition  and to repay outstanding indebtedness. We did not
raise any cash through financing activities for the year ended
December 31, 2000 and the nine months ended September 30, 2001.


Liquidity and Capital Resources
-------------------------------
As of the date of this registration statement, we have yet to generate any
revenues from our business operations due to the preliminary nature of our
operations, substantial ongoing investment in exploration efforts, and
expenditures incurred to build the appropriate infrastructure to support
our proposed operations. Consequently, we have been substantially
dependent on public and private placements of our equity securities and
shareholder loan financing to fund our cash requirements.

We issued 8,000,000 shares at $.01 per share through a Rule 504,
Regulation D offering in March, 1999.  The total proceeds we received
from the offering were $80,000 in  cash.

We issued 500,000 shares of our restricted common stock at $.001 per
share to John Martin in accordance with the Assignment of Option to
Purchase Agreement of Mineral Properties on May 11, 1999.

At December 31, 2000 and the nine months ended September 30, 2001,
our total assets were  $5,890 and $3,139, respectively, and our
total liabilities were $0 and $3,500, respectively .

Assuming we sell all of the shares in this offering and commence our
business operations, during the  first half of 2002, we expect to incur
additional costs for exploration of our properties and for subcontractors,
professional and legal fees. Significant additional funding will be
required to meet any additional operating and/or expansion requirements.








                              24
<PAGE>



We are taking steps to raise equity capital; however, we cannot guarantee
that any new capital will be available to us or that adequate funds for
operations, whether from  our  revenues,  financial  markets, collaborative
or other arrangements with corporate partners or from other sources, will be
available as or when needed, or on terms satisfactory to us. Our failure to
obtain adequate additional financing may require  us to delay, curtail or
scale back some or all of our exploration programs, sales and marketing
efforts and, potentially, to cease  our  operations.  Any additional equity
financing may involve substantial dilution  to  our  then-existing
shareholders.

                               MANAGEMENT
                               ==========
Officers  and  Directors
------------------------
Each of our directors  is elected by the stockholders to a term of one year
and serves until  his or her successor is elected and qualified. Each of our
officers  is  elected  by the Board of Directors to a term of one year and
serves  until his or her successor is duly elected and qualified, or until
he or she is removed from office. The Board of Directors has no nominating,
auditing or compensation  committees.

The names, addresses, ages and positions of our present officers and
directors is set  forth  below:

<TABLE><CAPTION>
<S>                      <C>                     <C>
Name and Address          Age                     Position(s)
-----------------        -----                   -------------
Derick Sinclair           45                      President, Secretary,
1550 Ostler Court                                 Treasurer and Chairman
N. Vancouver, B.C.                                of the Board
Canada V7G 2P1

Rex S. Pegg               49                      Vice President of
1-410 Mahon Ave.                                  Exploration
N. Vancouver, B.C.
Canada V7M 2R5
</TABLE>

The persons named above have  held their offices/positions since inception
of our Company and are expected to hold their offices/positions until the
next annual meeting of our stockholders.

Background of Officers and Directors
------------------------------------
Derick Sinclair has been the President, Secretary, Treasurer and Chairman
of the Board of Directors of our Company since inception. Since March 1997,
he has also been the President of Cosmah Industries, Inc., a privately-held
exploratory mining company in Vancouver, Canada. Since March, 1996, he has
also been the Chief Financial Officer and Vice President for Westel
Telecommunications/RSL COM Canada, Inc. in  Vancouver, B.C. From December,
1992 to March, 1996, he was Director  of  Fleet  Management for BC Rail,
Ltd., a freight train service in Vancouver, B.C., Canada. He received a
Bachelors Degree in Commerce from the University of Windsor, Canada in 1982
and became a member of the Institute of Chartered Accounts of British
Columbia in 1985. Mr. Sinclair devotes his time as required to our business.



                                25
<PAGE>



Rex S. Pegg has been the Vice President of Exploration of the Company
since October 5, 1999.  Since April 1989, he has also been an Independent
Geologist/Consultant specializing in exploration of mining properties.
From April 1985 to April 1989, he was an Exploration Geologist for British
Petroleum-Canada.  He received a Bachelor of Science Geological Engineering
(Exploration Option) Degree from the University of Toronto, Ontario, Canada
in 1976.  Mr. Pegg will devote his time as required to our business.


                            EXECUTIVE  COMPENSATION
                            ========================

Neither of our officers or the director have been compensated for their
services and there are no plans to compensate them in the near future,
unless and until we begin to realize revenues and become profitable in our
business operations.

Indemnification
--------------
Pursuant to the Articles of Incorporation and By-Laws of the corporation,
we may indemnify an  officer  or  director  who  is  made  a  party to any
proceeding, including a law suit, because of his position, if he acted in
good faith and in a manner he reasonably believed to be in our best
interest. In certain cases, we may advance expenses incurred in defending
any such proceeding.

To the extent that the officer or director is successful on the merits in
any such proceeding as to which such person is to be indemnified, we must
indemnify him against all expenses incurred, including attorney's fees.
With  respect to a derivative action, indemnity may be made only for
expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent  permitted  by the
laws  of  the  State  of  Nevada.

As regards indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors or officers pursuant to
the foregoing  provisions, we are informed  that, in  the  opinion of the
Commission, such indemnification is against public policy, as expressed in
the Act and is, therefore, unenforceable.


                           PRINCIPAL  STOCKHOLDERS
                           =======================

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by each of our directors, officers and
key employees, individually and as a group, and the present owners of 5% or
more of our total outstanding shares. The table also reflects what such
ownership will be assuming completion of the sale of all shares in this
offering, which we can't guarantee.  The stockholder listed  below  has
direct ownership of his shares and possesses sole voting and dispositive
power with respect to the shares.









                                 26
<PAGE>


<TABLE><CAPTION>
<S>                       <C>         <C>                     <C>
Name and Address . . . .  No. of      No. of             Percentage of
Beneficial . . . . . . .  Shares      Shares             of Ownership
Owner (1). . . . . . . .  Before      After Offering     Before   After
                          Offering        -              Offering Offering
- -----------------------   --------    --------------    -----------------

Derick Sinclair. . . . .   3,000,000  3,000,000            26%       25%
1550 Ostler Court
N. Vancouver, B.C.
Canada V7G 2P1
- ------------------
All Officers and
Directors as a Group . .   3,000,000  3,000,000            26%       25%
</TABLE>

(1)     The  person  named  above  may  be deemed to be a parent and
promoter of our Company,  within the meaning of such terms under the
Securities Act of 1933, by virtue of his/its direct and indirect stock
holdings.  Mr. Sinclair and Mr. Pegg, Vice President of Exploration are
the only promoters of  our  Company.

Future  Sales  by  Existing  Stockholders
-----------------------------------------
A total of 11,500,000 shares have been issued to the existing Stockholders,
3,500,000  of  which are restricted securities, as that term is defined in
Rule  144 of the Rules and Regulations of the SEC promulgated under the Act.
Under Rule 144, such shares can be publicly sold, subject to volume
restrictions and certain  restrictions  on the manner of sale, commencing
one year after their acquisition. 8,000,000 of the issued and outstanding
shares were sold in a public offering pursuant to Regulation D, Rule 504,
and are unrestricted securities and may be publicly sold at any time,
without  restriction.

Shares purchased in this offering, which will be immediately resalable, and
sales of all of  our other shares after applicable restrictions expire,
could have a depressive  effect on the market price, if any, of our common
stock and the shares we are offering.


                          DESCRIPTION  OF  SECURITIES
                          ===========================
Common  Stock
-------------
Our authorized capital stock  consists of 25,000,000 shares of common stock,
par value $.001 per share. The holders of our common stock (i) have equal
ratable rights to dividends from funds legally available therefor, when,
as and if declared by our Board of Directors; (ii) are entitled to share
ratably in all of our assets available for distribution  to  holders  of
common stock upon liquidation, dissolution or  winding up of our affairs;
(iii) do not have preemptive, subscription or conversion  rights and there
are no redemption or sinking fund provisions or rights; and (iv) are
entitled to one non-cumulative  vote  per  share  on all matters on which
stockholders may vote.




                                   27
<PAGE>



Prior to this offering, there was a total of 11,500,000 shares of common
stock issued and outstanding, held by 28 shareholders of record. All these
outstanding shares are fully paid for and non-assessable and all shares
subject of this offering, when issued, will be fully paid for and
non-assessable. We refer you to our Articles of Incorporation, By-Laws and
the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of our securities.

Non-cumulative  Voting
----------------------
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of  the outstanding shares,
voting for the election of directors, can elect all of the directors to be
elected, if they so choose, and, in such event, the holders of the
remaining shares will not be able to elect any of our directors. After this
offering is completed, the present stockholders will own approximately 97%
of our outstanding shares.

Cash  Dividends
---------------
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend  will be at the
discretion of our Board of Directors and will depend upon our earnings, if
any, our  capital  requirements  and  financial  position,  our  general
economic conditions, and other pertinent conditions.  It is our present
intention  not to pay  any cash dividends in the foreseeable future, but
rather to reinvest earnings,  if  any,  in  our  business  operations.

Reports
-------
We are subject to certain reporting requirements and will furnish annual
financial reports to our stockholders, certified  by our independent
accountants, and may, in our discretion, furnish unaudited quarterly
financial  reports.

Stock  Transfer  Agent
----------------------
The  stock transfer agent for our securities is Transfer Online,
227  S.W. Pine, Suite  300,  Portland,  Oregon  97204


                             CERTAIN  TRANSACTIONS
                             =====================

In  October, 1998, a total of 2,500,000 shares were issued to Derick
Sinclair, President, Secretary, Treasurer and Chairman of the Board of
Directors of our Company, in exchange for $.001 par value per share, or
$2,500.  On December 1, 1998, an additional 500,000 shares of restricted
common stock were issued to Mr. Sinclair in  exchange for $.001 par value
per share, or $500.

Since inception of our Company, Derick Sinclair advanced loans to us in
the total sum of $14,500, which were used for organizational and start-up
costs and operating capital. The loans did not bear interest and were paid
in full on March  16, 1999.







                                     28
<PAGE>



In  December,  1998,  we  entered into an Option to Purchase Agreement with
John Martin, an unrelated  third party, and acquired 100% of the rights,
titles and interests in and to a total of 10  mining claims in the
Whitehorse Mining District,  Yukon  Territory, Canada, in exchange for
$55,000 in cash and 500,000  shares  of  our  restricted common stock.
On December 1, 1998, Mr. Martin entered into an option to acquire the
rights from Costas Takkas, an unrelated third party. Pursuant to the terms
of the Agreement,  we agreed to pay a 2% net smelter return, as that term
is defined in the Purchase Agreement, to  Mr.  Martin  on  all  minerals
produced  on  the properties, if any. In addition, the Option Agreement
required us to complete a minimum of $80,000 Cdn. in exploration and
development work on the properties on or  before September 1, 1999;
however, the time period for completion of this exploration and
development work has been extended by an Amendment to the Assignment
of Option to Purchase Agreement between the parties to September 1,
2002 in order to allow us time to complete this offering and raise
the money necessary to complete the required  exploration work. On
March 16, 1999, we exercised the Option and acquired the mining claims.


                                   LITIGATION
                                   ==========

We are not a party to any pending litigation and, to the best of our
knowledge, none  is  contemplated  or  threatened.


                                    EXPERTS
                                    =======

Our consolidated  audited financial statements for the years ended
December 31, 2000 and 1999 and unaudited financial statement for the three
and nine-month periods ended September 30, 2001, included in this
prospectus have been prepared by Clyde Bailey P.C., Independent Certified
Public Accountants, 10924 Vance Jackson #404, San Antonio, Texas 78230.
We include the financial statements in reliance on the reports of
Clyde Bailey P.C., given upon their authority as experts in accounting
and auditing.


                             LEGAL  MATTERS
                             ==============

The law office of Warren J. Soloski, Esq., A Professional Corporation,
11300 West Olympic Blvd., Suite 800, Los Angles, California, Los Angeles,
California 90064, has passed upon the validity of the shares being offered
and certain other legal matters and is representing us in connection with
this offering.

                          FINANCIAL  STATEMENTS
                          =====================

Our fiscal year end is December 31. We provide audited financial statements
to our stockholders on an annual basis, prepared by an Independent
Certified Public Accountant, in our annual report filed on Form 10-KSB. Our
unaudited financial statements for the three and nine-month period
ended September 30, 2001, and our audited financial statements for the
fiscal years ended December 31, 1999 and 2000, prepared by Clyde Bailey,
P.C., an independent certified public accounting firm, immediately follow.



                                      29
<PAGE>


------------------------------------------------------------------------------
CLYDE BAILEY, P.C.
------------------------------------------------------------------------------
www.clydecpa.com                        Certified Public Accountant
clyde@clydecpa.com                      10924 Vance Jackson #404
                                        San Antonio, Texas 78230
www.clydebaileypc.com                   (210) 699-1287 (ofc)
clyde@clydebaileypc.com                 (888)699-1287 (210)691-2911-fax
                                        Member: American Insitute of CPA's

                                                Texas Society of CPA's
-----------------------------------------------------------------------------
To the Board of Directors
Natalma Industries, Inc.
(a Nevada corporation)


We have made a review of the balance sheet of Natalma Industries,
Inc. as of September 30, 2001, and the related statements of
operations and cash flows for the three and nine month periods
ended September 30, 2001 and 2000,  and the statement of cash flows for
the nine months ended September 30, 2001 and 2000, in accordance with the
standards established by the American Institute of Certified Public
Accountants.  These financial statements are the responsibility
of the Company's management.

A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation
of interim financial information, applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards,  the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally
accepted auditing standards, the  balance sheet as of
December 31, 2000, and the related statements of operations,
cash flows and changes in common shareholders' equity
(deficit) for the period then ended ; and in our report
dated February 17, 2001, we expressed a qualified opinion
on those financial statements.  In our opinion, the
information set forth in the accompanying balance sheet
as of September 30, 2001, is fairly stated in all material
respects in relation to the balance sheet from which it has
been derived.

                         Clyde Bailey P.C.

San Antonio, Texas
October 10, 2001





                                30
<PAGE>


<TABLE><CAPTION>

                    NATALMA INDUSTRIES, INC.
               (An  Exploration  Stage Enterprise)
                  Balance Sheet (Unaudited)

                         A S S E T S
                         -----------
                                 September 30   December 31
                                    2001           2000

                                 <c>             <c>
Current Assets
--------------
Cash                              $ 3,139      $  5,890
                                  -------      --------
Total Current Assets                3,139         5,890

Total Assets                      $ 3,139      $  5,890
                                  =======       =======

                 L I A B I L I T I E S
                 ---------------------
Current Liabilities
-------------------
Accounts payable                  $     -       $     -
Officer Advances                    3,500             -
                                  -------       -------
Total Current Liabilities           3,500             -
                                  -------       -------
Total Liabilities                   3,500             -

Commitments and
Contingencies                           -             -

          S T O C K H O L D E R S' E Q U I T Y
          ------------------------------------
Common Stock                       11,500        11,500
25,000,000 authorized shares,
par value $.001, 11,500,000
shares issued and outstanding
Additional Paid-In-Capital         53,930        53,930
Accumulated Deficit during the
Development Period                (65,791)      (59,540)
                                  -------       -------
Total Stockholders' Equity
(Deficit)                            (361)        5,890
                                  -------       -------
Total Liabilities and
Shareholders' Equity             $  3,139      $  5,890
                                  =======       =======
</TABLE>

The accompanying notes are integral part of the consolidated
financial statements.


                                31


<PAGE>

<TABLE><CAPTION>

                  NATALMA INDUSTRIES, INC.
            (An  Exploration  Stage Enterprise)

            Statement of Operations (Unaudited)
           ------------------------------------

                                  Three Months    Nine Months   From 7/8/98
                                     Ended          Ended        (Initial)
                                  September 30    September 30     to
                                  -------------   -------------  September
                                  2001     2000   2001     2000   30, 2001
                                  =============   =============  ==========

                              <c>      <c>      <c>     <c>        <c>
Revenues:
---------
Revenues                          -       -       -       -           -
                               -----  ------    ------  ------    ---------
Total Revenues                $   -   $   -     $ -     $ -       $   -
Expenses:
---------
Professional fees                 -       -      3,300     470       3,950
Option to Purchase
  Mineral Property                -       -       -       -         55,500
Operating Expenses               150     470     2,951   2,029       6,341
                               -----  ------    ------  ------    --------
Total Expenses                150     470     6,251   2,499      65,791
Net Income before Taxes      (150)   (470)   (6,251) (2,499)    (65,791)

Provision for Income Taxes:
---------------------------
Income Tax Benefit               -       -        -       -           -

Net Income (Loss)            (150)   (470)   (6,251) (2,499)    (65,791)
                               ======  ======   ======  ======      ======
Basic and Diluted
Earnings Per Common Share       -nil    -nil      -nil    -nil    (0.01)
                               ------  ------   ------   ------     ------
Weighted Average number of
Common Shares used in per
share calculations (millions)  11,500  11,500   11,500   11,500     11,500
                               ======  ======   ======   ======     ======

</TABLE>

The accompanying notes are integral part of the consolidated
financial statements.


                                32

<PAGE>


<TABLE><CAPTION>

                  NATALMA INDUSTRIES, INC.
         (An  Exploration  Stage Enterprise)
          Statement of Stockholders' Equity As of
               September 30, 2001 (Unaudited)

                                                     Stock-
                       $0.001   Paid-In Accumulated holders'
               Shares Par Value Capital   Deficit    Equity
              ------- --------- ------- ----------- -------

             <c>       <c>     <c>      <c>        <c>
Balance,
July 9,
1998            -          -       -         -         -

Issuance
of common
stock       3,000,000    3,000     -         -         3,000

Net(Loss)                                    -          (616)
            ------------------------------------------------
Balance,
December
31, 1998    3,000,000    3,000     -         -         2,384

Issuance
of common
stock       8,500,000    8,500    72,000      -       80,500

Expense
for stock
offering        -          -     (18,070)     -      (18,070)

Net(Loss)    -          -       -       (57,849)  (57,849)
           -------------------------------------------------
Balance
December
31, 1999   11,500,000   11,500   53,930 (57,849)   (1,691)

Net(Loss)                                (1,691)   (1,691)
           -------------------------------------------------
Balance,
December,
31, 2000   11,500,000   11,500   53,930 (59,540)    5,890

Net(Loss)                                (6,251)   (6,251)
           -------------------------------------------------
Balance,
September
30, 2001   11,500,000   11,500   53,930 (65,791)     (361)
           =================================================
</TABLE>

The accompanying notes are integral part of the consolidated
financial statements.

                                33

<PAGE>

<TABLE><CAPTION>
                    NATALMA INDUSTRIES, INC.
             (An Exploration Stage Enterprise)
              Statement of Cash Flows (Unaudited)
              ------------------------------------
                           For the Nine Months Ended    From 7/8/98
                                 September  30           (Initial)
                          --------------------------         to
                                 2001        2000     September 30, 2001
                             ----------   ---------   ------------------

                              <c>         <c>             <c>
Cash Flows from
Operating Activities:
--------------------
Net Income (Loss)        $  (6,251)   $  (2,499)       $  (65,791)
Adjustments to reconcile
net loss to net cash
provided (used) for
operating activities:
Stock Issued for
  services and Mineral Option        -           -              3,500
  Increase (Decrease) in
  Accounts Payable                   -      (1,067)                 -
                             ---------    --------         ----------
Total Adjustments        $       -    $  (1,067)        $    3,500
                             ---------    --------         ----------
Net Cash Used in
Operating Activities     $  (6,251)   $  (3,566)        $  (62,291)

Cash Flows from
Investing Activities:
---------------------
Capital Expenditures             -            -                  -
                             ---------    --------         ----------
Net Cash Used in
Investing Activities         $       -    $      -      $        -
                             ---------    --------         ----------
Cash Flows from
Financing Activities:
--------------------
Stockholder Advance              3,500           -              3,500
Proceeds from
Issuance of Stock                    -           -          80,000
Costs Incurred to
Raise Capital                        -           -            (18,070)
                             ---------     -------         ----------
Net Cash Provided for
Financing Activities         $   3,500    $      -         65,430
                             ---------    --------         ----------
Net Increase (Decrease)
 in Cash                  $  (2,751)   $ (3,566)       $    3,139
Cash Balance, Begin
Period                           5,890      10,158                  -
                             ---------    --------         ----------
Cash Balance, End Period  $   3,139    $  6,592        $    3,139
                             =========    ========         ==========
Supplemental
Disclosures:
  Cash paid for interest     $       -    $      -         $        -
  Cash paid for income tax           -           -                  -
Stock Issued for Mineral Option                           500,000
Stock Issued for Services                               3,000,000
</TABLE>

The accompanying notes are integral part of the consolidated financial
statements.



                             34

<PAGE>


             NATALMA INDUSTRIES, INC.
       Notes to Financial Statements

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
----------------------------------------------------
NATURE OF BUSINESS
------------------
Organization
------------
Natalma Industries, Inc. ("the Company") was incorporated under the laws
of the State of Nevada on July 9, 1998 for the purpose to promote and
carry on any lawful business for which a corporation may be incorporated
under the laws of the State of Nevada. The company has a total of
25,000,000 authorized common shares with a par value of $.001 per share
with 11,500,000 common shares issued and outstanding as of December 31,
2000 and September 30, 2001.

Fixed Assets
------------
The Company has no fixed assets at this time.

Exploration  Stage Enterprise
-------------------------------------
The Company is an exploration stage enterprise, as defined in Financial
Accounting Standards Board No. 7.  The Company is devoting all of its
present efforts in securing and establishing a new business, and its
planned principal operations have not commenced and, accordingly, no
revenue has been derived during the organizational period.

Federal Income Tax
------------------
The Company will be taxed under Subchapter C of the Internal Revenue
Code for its US operations. The Company has adopted the provisions of
Financial Accounting Standards Board Statement No. 109, Accounting for
Income Taxes. "Accounting for Income Taxes", which requires an asset
and liability approach to calculating deferred income taxes. The asset
and liability approach requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis
of assets and liabilities.

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 and disclosure on 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.

Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

Accounting Method
-----------------
The Company's financial statements are prepared using the
accrual method of accounting. Revenues are recognized when
earned and expenses when incurred. Fixed assets are stated at
cost. Depreciation and amortization using the straight-line
method for financial reporting purposes and accelerated
methods for income tax purposes.

                                     35
<PAGE>


Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS)
No. 128, "Earnings Per Share," which simplifies the
computation of earnings per share requiring the restatement
of all prior periods.

Basic earnings per share are computed on the basis of the weighted
average number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding.
Dilutive securities having an anti-dilutive effect on diluted earnings
per share are excluded from the calculation.


Comprehensive Income
--------------------
Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income," establishes standards
for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income
is defined to include all changes in equity except those
resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No. 130 requires that
all items that are required to be recognized under current
accounting standards as components of comprehensive income
be reported in a financial statement that is displayed with
the same prominence as other financial statements. The
Company does not have any assets requiring disclosure of
comprehensive income.



Segments of an Enterprise and Related Information
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131,
Disclosures about Segments of an Enterprise and Related
Information, supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies
report information about operating segments in annual
financial statements and requires reporting of selected
information about operating segments in interim financial
statements issued to the public. It also establishes
standards for disclosures regarding products and services,
geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about
which separate financial information is available that is
evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does
not believe it is applicable at this time.







                                   36


<PAGE>

Employers' Disclosure about Pensions and Other
Postretirement Benefits
----------------------------------------------
Statement of Financial Accounting Standards (SFAS) 132,
"Employers' Disclosure about Pensions and Other
Postretirement Benefits," revises standards for
disclosures regarding pensions and other postretirement
benefits. It also requires additional information on changes
in the benefit obligations and fair value of plan assets
that will facilitate financial analysis. This statement
does not change the measurement or recognition of the
pension and other post-retirement plans. The financial
statements are unaffected by implementation of this new
standard.

Accounting for Derivative Instruments and Hedging
Activities
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) 133,
"Accounting for Derivative Instruments and Hedging
Activities," establishes accounting and reporting
standards for derivative instruments, including certain
derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the
statement of financial position and measure those
instruments at fair value. If certain conditions met, a
derivative may be specifically designated as (a) a hedge
of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable
cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment
in a foreign operation, an unrecognized firm commitment,
an available-for sale security, or a foreign currency-
denominated forecasted transaction. Because the Company
has no derivatives, this accounting pronouncement has no
effect on the Company's financial statements.

Fair Value of Financial Instruments
-----------------------------------
The Financial Accounting Standards Board ("FASB") Statement
No. 107. "Disclosure About Fair Value of Financial
Instruments" is a part of a continuing process by the FASB
to improve information on financial statements. The carrying
amounts reported in the balance sheets for the Company's
assets and liabilities approximate their fair values as of
December 31, 2000 and September 30, 2001.

Impairment of Long-Lived Assets
-------------------------------
The Company follows SFAS No. 121, "Accounting for Impairment of
Long-Lived Assets and for Long-Lives Assets to be Disposed Of." The
Statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for
impairment whenever events of changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.

Note 2 - COMMON STOCK
---------------------
The Company issued 8,500,000 shares of common stock to
various investors for cash totaling $80,500. The Company
issued 500,000 shares of common stock at $.001 per share in
accordance with the Assignment of Option to Purchase Agreement
of Mineral Properties.

                             37
<PAGE>




Note 3 - SUPPLEMENTARY SCHEDULE OF NONCASH ACTIVITIES
-----------------------------------------------------
No amounts were actually paid for either interest or income
taxes during the year ended December 31, 2000 and the period
ended September 30, 2001.

Note 4 - MINERAL PROPERTIES
---------------------------
On December 11, 1998, the Company entered into an Option to Purchase
Agreement with an unrelated third party, ("Seller) wherein the Company
would acquire 100% of the rights, title and interests in and to a total
of 10 unpatented mining claims in the Whitehorse Mining District, Yukon
Territory, Canada. The Agreement called for the Company to pay $55,000
U.S. in cash and to issue 500,000 shares of its common stock. On
March 16, 1999, the Company consummated the Agreement by paying the
Seller $55,000 in cash. On May 11, 1999, the Company issued 500,000
shares of its common stock. In addition, the Company has agreed to pay
a 2% net smelter return on all minerals produced by the properties to
the Seller, and to complete a minimum of $80,000, Canadian, exploration
and development work on the properties on or before September 1, 2002.
The Option to Purchse Agreement was expensed in March 1999.

Note 5 - RELATED PARTY
----------------------
The Company has significant related party transactions and/or relation-
ships with the principal officer and shareholder, Derick Sinclair, in
the form of the initial stock issuance for services.

During the quarter ended June 30, 2001, the Company's principal officer,
Derick Sinclair, advanced the Company $3,500 to fund the initial
operation expenses of the Company.  The note will be repaid as funds
are available and does not contain an interest provision.

The Company neither owns nor leases any real or personal property.  An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and, accordingly,
have not been reflected therein.  The officers and directors of the
Company are involved in other business activities and may in the future
become involved in other business opportunities.  If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.

Note 6 - ORGANIZATION COSTS
---------------------------
The Company has incurred legal, accounting and other formation costs.
During the year ended December 31, 1999, these costs were charged to
operations in accordance with the American Institute of Certified Public
Accountants' Statement of Position 98-5. During the year ended December
31, 1998, the Company also incurred $12,885 in expenses related to an
offering of shares of its common stock. At December 31, 1999 these costs
were included in organization




                                   38

<PAGE>






costs, as no proceeds had yet been received from the offering. During
the year ended December 31, 1999, these expenses, plus additional
offering costs incurred, were charged against the gross proceeds receive
from the offering in accordance with the Securities and Exchange
Commissions' Staff Accounting Bulletin 5A.

Note 7 - GOING CONCERN
----------------------
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business.  However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
that raises substantial doubt about its ability to continue as a going
concern. The stockholders/officers and/or directors have committed to
advancing operating costs of the Company interest free.

Note 8 - SUBSEQUENT EVENTS
--------------------------
There were no other material subsequent events that have occurred since
the balance sheet date that warrants disclosure in these financial
statements.


































                                 39


<PAGE>















                         Natalma Industries, Inc.



                        Audited Financial Statements


                        December 31, 2000 and 1999













                             Clyde Bailey, P.C.
                        Certified Public Accountant

                          10924 Vance Jackson #404
                          San Antonio, Texas 78230










                                       40




<PAGE>


Clyde Bailey, P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287
(210) 691-2911(fax)

Member:
American Institute of CPA's
Texas Society of CPA's


Board of Directors
Natalma Industries, Inc.


                   INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheet of Natalma Industries, Inc.
(Company) as of December 31, 2000 and 1999 and the related statement of
operations, statement of stockholders' equity, and the statement of cash
flows for the years then ended December 31, 2000 and 1999 and from
July 9, 1998 (Initial) to December 31, 2000.  These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these statements based on my
audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

The Company is an exploration stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its
present efforts in securing and establishing a new business, and its
planned principal operations have not commenced, and, accordingly, no
revenue has been derived during the organizational period.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2000 and 1999 and the results of its operations for the
years then ended on December 31, 2000 and 1999 and from July 9, 1998
(Initial) to December 31, 2000 in conformity with generally accepted
accounting principles.

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company has limited
operations currently and suffered recurring losses from operations
that raise substantial doubt about the Company's ability to continue
as a going concern. This is further explained in the notes to
financial statements.



/s/  Clyde Bailey P.C.
San Antonio, Texas
February 17, 2001





                                   41

<PAGE>






                         NATALMA  INDUSTRIES,  INC.
                (An Exploration  Stage Enterprise)
                              BALANCE  SHEET
                     As of December 31, 2000 and 1999
<TABLE>
<CAPTION>
                                           2000                  1999
                                           ----                  ----
                               ASSETS
<S>                                   <C>                         <C>
Current Assets
--------------
   Cash. . . . . . . . . . . . . . .$        5,890          $   10,158
                                    --------------          ----------
Total Current Assets . . . . . . . .         5,890              10,158
Other Assets
                                    --------------          ----------
Total Assets . . . . . . . . . .          5,890              10,158
                                    ==============          ==========

                            LIABILITIES

Current  Liabilities
--------------------
Accounts Payable . . . . . . . . . .             -               2,577
Officer Advances . . . . . . . . . .             -                   -
                                    --------------          ----------
Total Current Liabilities. . . . . .             -               2,577
                                    --------------          ----------
Total Liabilities                                -               2,577
Commitments and Contingencies                    -                   -

                        STOCKHOLDERS EQUITY

Common Stock                                11,500              11,500

25,000,000 authorized shares, par value $.001
11,500,000 shares issued and outstanding
Additional Paid-in-Capital . . . . . . . .  53,930              53,930
Accumulated Deficit during  the Development
Period . . . . . . . . . . . . . . . . . (59,540)            (57,849)
                                          --------          ----------
Total Stockholders' Equity (Deficit) . .  5,890               7,581
                                          --------          ----------
Total liabilities and
stockholders' equity . . . . . . . . .    5,890          $   10,158
                                          ========          ==========
</TABLE>
The accompanying notes are integral part of the consolidated financial
statements.

                                       42
<PAGE>


<TABLE><CAPTION>

                             NATALMA  INDUSTRIES,  INC.
                    (An Exploration Stage Enterprise)
                               Statement of Operations
                               -----------------------

                                                             From 7/8/98
                                    For the Years Ended       (Initial)
                                        December 31              to
                                         2000	   1999        12/31/00
                                  ----------------------     -----------
<S>                                    <C>         <C>           <C>
Revenues
Revenue . . . . . . . . . . . . . .   $    -    $     -       $       -

Expenses
Professional Fees. . . . . . . . . . .    650         -              650
Operating expenses . . . . . . . . . .  1,041     2,349            3,390
Option to Purchase Mineral Property.    -     55,500           55,500
                                      -------   -------       ----------
Total Expenses . . . . . . . . . .   1,691    57,849           59,540

Net Income before Taxes. . . . . .  (1,691)  (57,849)         (59,540)

Provision for Income Taxes
---------------------------
Income Tax Benefit . . . . . . . . . .      -         -                -

Net Income (Loss)  . . . . . . . .  (1,691)  (57,849)         (59,540)

Basic and Diluted Earnings Per
Common Share . . . . . . . . . . . . .$ (0.00) (0.01)      $    (0.01)
                                      -------  --------       ----------
Weighted Average number of Common
Shares used in per share
calculations                       11,500,000 11,500,000      11,500,000
                                   ========== ==========      ==========
</TABLE>



The accompanying notes are integral part of the consolidated financial
statements.

                                         43
<PAGE>


<TABLE><CAPTION>
                           NATALMA  INDUSTRIES,  INC.
                   (An Exploration Stage Enterprise)
                      Statement of Stockholders' Equity
                          As at December 31, 2000


                        $0.001         Paid-in  Accumulated Stockholders'
             Shares     Par Value      Capital      Deficit       Equity
------------------------------------------------------------------------
<S>           <C>         <C>             <C>          <C>          <C>
Balance
July 9,
1998                -         -            -            -            -

Issuance
of common
stock       3,000,000     3,000            -            -        3,000

Net Income
(Loss)                                               -            -
            ----------------------------------------------------------
Balance
December
31, 1999    3,000,000     3,000            -         -        3,000

Issuance
of Common
Stock       8,500,000     8,500       72,000            -       80,500

Expenses
for stock
offering           -          -      (18,070)           -      (18,070)

Net Income
(Loss)                                         (57,849)     (57,849)
            ==========================================================
Balance at
December
31, 1999  11,500,000     11,500       53,930   (57,849)       7,581
          ------------------------------------------------------------
Net Income
(Loss)                                         ( 1,691)      (1,691)
          ------------------------------------------------------------
Balance at
December
31, 2000  11,500,000     11,500       53,930   (59,540)       5,890
          ============================================================


</TABLE>






The accompanying notes are integral part of the consolidated financial
statements.



                                       44


<PAGE>

<TABLE><CAPTION>
                        NATALMA  INDUSTRIES, INC
               (An Exploration Stage Enterprise)
                         Statement of Cash Flows
                         ----------------------
                                                             From 7/8/98
                                       For the Years Ended     (Initial)
                                           December 31            to
                                       ---------------------    12/31/00
                                        2000        1999
                                      ---------------------   ----------

                                     <c>          <c>             <c>
Cash Flows from
Operating Activities:
---------------------
Net Income (Loss) . . . . . . . .  $  (1,691)  $ (57,849)  $ (59,540)

Changes in operating assets and
  liabilities:
  Organizational costs expensed
   under SOP 98-5. . . . .  . . .             -         125           -
Stock Issued for Services and
   Mineral Option                             -         500       3,500
Increase (Decrease) in Accounts Payable  (2,577)   2,577       -
                                      ---------   ---------    --------
Total Adjustments . . . . . . . .  $  (2,577)  $   3,202    $  3,500
                                      ---------   ---------    --------
Net cash Used in
Operating Activities  . . . . . . . . $  (4,268) (54,647)   $(56,040)
                                      ---------   ---------    --------
Cash Flows from
Investing Activities
--------------------
Purchase of Mineral Properties                -        -           -
                                      ---------   ---------    --------
Net Cash Used in Investing Activities $       -        -    $      -
                                      ---------   ---------    --------
Cash Flows from
Financing Activities
--------------------
Payments on stockholder advance. . .  $       -  (14,500) $      -
Proceeds from issuance of stock. . .          -   80,000       80,000
Costs incurred to raise capital  . . .        -   (5,185) (18,070)
                                      ---------   ---------    ---------
Net Cash Provided by
Financing Activities                  $       -   60,315    $  61,930
                                      ---------   ---------    ---------
Net Increase (Decrease)in Cash . . . .$  (4,268)   5,668 $   5,890

Cash Balance, Begin Period . . . . . .   10,158       4,490            -
                                      ---------   ---------    ---------
Cash Balance, End Period . . . . . . .$   5,890   10,158 $   5,890
                                      =========   =========    =========
Supplemental Disclosures:
Cash Paid for interest . . . . . . . .$       -   $       -
Cash Paid for income taxes . . . . . .$       -   $       -
Stock Issued for Option to Purchase  .        -  500,000      500,000
Stock Issued for Repayment of
Shareholder  . . . . . . . . . . . . .        - 3,000,000    3,000,000
</TABLE>



      The accompanying notes are integral part of the consolidated
      financial statements.

                                    45
<PAGE>

                             NATALMA INDUSTRIES, INC.
                          Notes to Financial Statements


Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization
------------
Natalma Industries, Inc. ("the Company") was incorporated under the laws
of the State of Nevada on July 9, 1998 for the purpose to promote and carry
on any lawful business for which a corporation may be incorporated under
the laws of the State of Nevada. The company has a total of 25,000,000
authorized common shares with a par value of $.001 per share and with
11,500,000 common shares issued and outstanding as of December 31, 2000
and 1999.

Fixed Assets
------------
The Company has no fixed assets at this time.

Exploration  Stage Enterprise
------------------------------------
The Company is an exploration stage enterprise, as defined in Financial
Accounting Standards Board No. 7 and Industry Guide 7 of the SEC Industry
Guide .  The Company is devoting all of its present efforts in securing and
establishing a new business, and its planned principal operations have not
commenced, and, accordingly, no revenue has been derived during the
organizational period.

Federal Income Tax
------------------
The Company will be taxed under Subchapter C of the Internal Revenue Code
for its US operations. The Company has adopted the provisions of Financial
Accounting Standards Board Statement No. 109, Accounting for Income Taxes.
The Company accounts for income taxes pursuant to the provisions of the
Financial Accounting Standards Board Statement No.  109, "Accounting for
Income Taxes", which requires an asset and liability approach to calculating
deferred income taxes.  The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the carrying amounts and
the tax basis of assets and liabilities.

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 and
disclosure on 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.

Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.

Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.

                                     46
<PAGE>


Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share," which simplifies the computation of earnings per
share requiring the restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding.
Dilutive securities having an anti-dilutive effect on diluted earnings per
share are excluded from the calculation.

Comprehensive Income
-------------------
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except
those resulting from investments by owners and distributions to owners.
Among other disclosures, SFAS No.130 requires that all items that are
required to be recognized under current accounting standards as components
of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The
Company does not have any assets requiring disclosure of comprehensive
income.

Segments of an Enterprise and Related Information
------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
about Segments of an Enterprise and Related Information, supersedes SFAS
No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS 131 establishes standards for the way that public companies report
information about operating segments in annual financial statements and
requires reporting of selected information about operating segments in
interim financial statements issued to the public.  It also establishes
standards for disclosures regarding products and services, geographic areas
and major customers.  SFAS 131 defines operating segments as components of
a company about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how
to allocate resources and in assessing performance. The Company has
evaluated this SFAS and does not believe it is applicable at this time.

                                47
<PAGE>

Employers' Disclosure about Pensions and Other Postretirement Benefits
----------------------------------------------------------------------
Statement of Financial Accounting Standards (SFAS) 132, "Employers'
Disclosure about Pensions and Other Postretirement Benefits," revises
standards for disclosures regarding pensions and other postretirement
benefits. It also requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis. This statement does not change the measurement or recognition of
the pension and other postretirement plans. The financial statements are
unaffected by implementation of this new standard.

Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------
Statement of Financial Accounting Standards (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as
(a) a hedge of the exposure to changes in the fair value of a recognized
asset or liability or an unrecognized firm commitment, (b) a hedge of the
exposure to variable cash flows of a forecasted transaction, or (c) a
hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for sale security,
or a foreign-currency-denominated forecasted transaction. Because the
Company has no derivatives, this accounting pronouncement has no effect on
the Company's financial statements.

Fair Value of Financial Instruments
----------------------------------
The Financial Accounting Standards Board ("FASB") Statement No. 107.
"Disclosure About Fair Value of Financial Instruments" is a part of a
continuing process by the FASB to improve information on financial
statements. The carrying amounts reported in the balance sheets for the
Company's assets and liabilities approximate their fair values as of
December 31, 2000 and 1999.

Impairment of Long-Lived Assets
-------------------------------
The Company follows SFAS No. 121, "Accounting for Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".  The Statement requires
that long-lived assets and certain identifiable intangible to be held and
used by an entity be reviewed for impairment whenever event of changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

                                    48
<PAGE>

Note 2 - COMMON STOCK

The Company issued 8,000,000 shares of common stock to various investors
for cash totaling  $80,000.

The Company issued 500,000 shares of common stock at $.001 per share in
accordance with the Assignment of Option to Purchase Agreement of Mineral
Properties.

Note 3 - SUPPLEMENTARY OF SCHEDULE OF NONCASH ACTIVITIES

No amounts were actually paid for either interest or income taxes during
the years ender December 31, 2000 and 1999.

During the year ended December 31, 1999, deferred offering cost of $12,885
previously included in organization costs, were charged to additional
paid-in-capital in accordance with Staff Accounting Bulletin 5A.

On May 11, 1999 an related third party acquired a total of 500,000 shares
of the Company's common stock as partial payment for mineral properties.

Note 4 - MINERAL PROPERTIES

On December 11, 1998, the Company entered into an Option to Purchase
Agreement with an unrelated third party, ("Seller) wherein the Company
would acquire 100% of the rights, title and interests in and to a total
of 10 unpatented mining claims in the Whitehorse Mining District, Yukon
Territory, Canada.  The Agreement called for the Company to pay $55,000
U.S. in cash and to issue 500,000 shares of its common stock. On
March 16, 1999, the Company consummated the Agreement by paying the
Seller $55,000 U.S. in cash. On May 11, 1999 the Company issued 500,000
shares of its common stock. In addition, the Company has agreed to pay
a 2% net smelter reruns on all minerals produced by the properties to
the Seller, and to complete a minimum of $80,000, Canadian, exploration
and development work on the properties on or before September 1, 2002.
 The Company has expensed the cost of the option when the payments
were paid on March 16, 1999.

Note 5 - ORGANIZATION COSTS

The Company has incurred legal, accounting and other formation costs.
During the year ended December 31, 1999,  these costs were charged to
operations in accordance with the American Institute of Certified
Public Accountants' Statement of Position 98-5.  During the year ended
December 31, 1998, the Company also incurred $12,885 in expenses related
to an offering of shares of its common stock.  At December 31, 1999,
these costs were included in organization costs, as no proceeds had yet
been received from the offering. During the year ended







                                49



<PAGE>




December 31, 1999, these expenses, plus additional offering costs
incurred, were charged against the gross proceeds received from the
offering in accordance with the Securities and Exchange Commission's
Staff Accounting Bulletin 5A.

Note 6 - RELATED PARTIES

During 1999, the Company paid the major shareholder a total of $14,483,
which had been advanced previously to the Company.

Note 7 - INCOME TAXES

Deferred tax benefits and liabilities are calculated using enacted tax
rates in effect for the year in which the differences are expected to
reverse.  The following is a schedule of the composition of the
provision for income taxes:
<TABLE><CAPTION>
                  			        2000	         1999
                            <S>            <C>             <C>
                            Current	$ -0-	         $-0-
                           Deferred	  -0-		   -0-
                                         ------          ------
  	Total provisions for
           income taxes		       $ -0- 	         $-0-
                                        ======          ======
</TABLE>

Deferred federal income taxes consist of future tax benefits and
liabilities attributed to:
<TABLE><CAPTION>
                		              2000     	  1999
      <S>                                 <C>             <C>
Net operating loss carryforward      $     575	    $    799
		Valuation allowance	        (575)         (799)
                                     ----------     --------
Total provisions for income taxes	   $    -0-	    $	   -0-
                                     ==========     =========
</TABLE>

The net operating loss carryforward will expire if not applied by 2020.

Note 8 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates
the realizations of assets and liquidation of liabilities in the normal
course of business.  However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern  that raise substantial doubt about the
Company's ability to continue as a going concern.   The stockholders/
officers and or directors have committed to advancing operating costs of the
Company interest free.

Note 9 - SUBSEQUENT EVENTS

There were no other material subsequent events that have occurred since
the balance sheet date that warrants disclosure in these financial
statements.




                                     50
<PAGE>



                             PART  II
             INFORMATION  NOT  REQUIRED  IN  PROSPECTUS
             ==========================================

ITEM  24.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Registrant has authority under Nevada General Corporation Law  to
indemnify its directors and officers to the extent provided in such
statute. The Registrant's  Articles of Incorporation, as amended,
provide that the Registrant shall indemnify its executive officers and
directors to the fullest extent permitted by law either now or hereafter.

At present, there is no pending litigation or proceeding involving a
director or officer  of  the  Registrant as to which indemnification is
being sought, nor is the  Registrant aware of any threatened litigation
that may result in claims for indemnification by any officer or director.

ITEM  25.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

The Registrant estimates that expenses payable by the Registrant in
connection with  the offering described in this registration statement
will be as follows:
<TABLE><CAPTION>
<S>                                                             <C>
Securities and Exchange Commission registration fee . . . . .  $    97.30
NASD filing fee . . . . . . . . . . . . . . . . . . . . . . .      505.00
Printing expenses . . . . . . . . . . . . . . . . . . . . . .    1,500.00
Accounting fees and expenses. . . . . . . . . . . . . . . . .   12,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . .   27,000.00
Fees and expenses (including legal fees) for qualification       5,000.00
   under state securities laws
Registrar and Transfer Agent's fees and expenses. . . . . . .    3,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .      397.70
                                                               ----------
          Total . . . . . . . . . . . . . . . . . . . . . . . .$50,000.00
                                                               ==========
</TABLE>
All amounts except the Securities and Exchange Commission registration fee
and  the  NASD  filing  fee  are  estimated.

The Company is paying all of the expenses related to the sale of common
stock offered by the  Company.

ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES.

In October, 1998, a total of 2,500,000 shares of our restricted common
stock were sold to Derick Sinclair, in exchange  for  $.001  par  value
per  share, for  a  total  of  $2,500.

On December 1, 1998, an additional 500,000 shares of our restricted common
stock were sold to Mr. Sinclair in exchange for $.001 par value per share,
for a total of  $500.

In March, 1999, in connection with exercise of the Option to Purchase
Agreement, and pursuant to the terms of the Agreement by which the
Company acquired 10 mining claims, 500,000 shares of restricted common
stock were issued to John Martin, an unrelated third party.

The three transactions described above were conducted in reliance upon an
exemption from registration provided under Section 4(2) of the Securities
Act of 1933, based upon the fact that the sales were made by the Issuer in
transactions not involving any public offering.  In addition, the sales to
Derick Sinclair involved transactions with an accredited investor and
would also be exempt under Section 4(6).


                                40

<PAGE>



In March, 1999, we also sold a total of 8,000,000 shares of our common
stock at a price of $.01 per share,  pursuant to an offering memorandum
filed with and made effective by the State of New York Securities
Division under an exemption from registration for limited offerings not
exceeding $1,000,000, as provided by Rule 504 of Regulation D of the
Securities Act of 1933.

ITEM  27.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES.

(a)  Exhibits:

The following exhibits, which are required to be filed herein, can be
found in Registrant's initial Form SB-2 Registrations Statement, filed on
May 27, 1999, under SEC File No. 333-79405 :

<TABLE><CAPTION>
<S>           <C>
EXHIBIT. . .  DESCRIPTION
- --------      ------------
*  3.1. . . .  Articles of Incorporation

*  3.2. . . .  Bylaws

*   5 (23) . . Opinion and Consent of Warren J. Soloski, Esq.

* 10.1 . . . . Option to Purchase Agreement

* 10.2 . . . . Assignment of Option To Purchase Agreement

* 10.3 . . . . Amendment to Assignment of Option to Purchase Agreement

* 10.4 . . . . Amendment to Assignment of Option to Purchase Agreement

* 10.5 . . . . Amendment to Assignment of Option to Purchase Agreement

 23 . . . . Consent of Clyde Bailey, P.C., Independent Auditor (Page 55)

* Previously filed and not included in this Post-effective Amendment.

</TABLE>


ITEM  28.  UNDERTAKINGS

I.     The  undersigned  Registrant  hereby  undertakes:

(1)  To file, during any period in which offers or sales are being made,
a post-effective  amendment  to  this  Registration  Statement:

(i)  To  include  any  prospectus required by Section 10(a)(3) of the
Securities Act;

(ii)  To reflect in  the prospectus any facts or events which,
individually or together,  represent  a  fundamental  change in the
information set forth in the Registration  Statement;

(iii)  To include any additional or changed material information with
respect to the  plan  of  distribution;  and

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective  amendment  shall be deemed to
be a new registration statement  relating  to the securities offered
therein, and the offering of such securities  at  that  time  shall be
deemed to be the initial bona fide offering thereof.

(3) To  remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes to provide to the
purchasers in this  offering  certificates  in such denominations and
registered in such names as  required  to  permit  prompt  delivery
to  each  purchaser.

<PAGE>

(c)  Insofar as indemnification for liabilities arising under the
Securities Act of  1933  (the Act)  may  be permitted to directors,
officers and controlling persons  of  the  Registrant pursuant to the
foregoing provisions, or otherwise, the  Registrant  has  been  advised
that,  in the opinion of the Securities and Exchange  Commission, such
indemnification is against public policy as expressed in  the  Securities
Act  and  is,  therefore, unenforceable.

In  the  event  that a claim for indemnification against such liabilities
(other than  the  payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person  in connection with the securities
being registered, the Registrant will, unless  in the opinion of its counsel
the matter has been settled by controlling precedent,  submit  to  a court
of appropriate jurisdiction the question whether such  indemnification  by
it  is  against  public  policy  as  expressed in the Securities  Act  and
will  be governed by the final adjudication of such issue.

(d)	The  undersigned  Registrant  hereby  undertakes  that:

(1)	For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
\of prospectus  filed by the Registrant pursuant to Rule 424(b)(1), or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective  amendment  that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

                              SIGNATURES
                              ===========

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, Province of British
Columbia, Canada, on January 12, 2002.

                         NATALMA  INDUSTRIES, INC.
                     /s/ Derick Sinclair, President and
                         Chairman of the Board




<PAGE>