UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB






[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2001
                                  -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from                  to
                                           -----------------  -----------------

Commission File Number: 000-30174

                           Fenway International, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                               98-0203850
------                                                               ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

308-409 Granville Street, Vancouver,
 British Columbia, Canada                                               V6C 1T2
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                  604.844.2265
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

   Title of Each Class                         Name of Each Exchange on which
   to be so Registered:                        Each Class is to be Registered:
   --------------------                        -------------------------------
           None                                             None
           ----                                             ----

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

Common Stock, Par Value $.001
-----------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes  [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]


State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of April 6, 2001, approximately $9,546,159.

As of December 31, 2001, there were 20,541,122 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                          [ ]  Yes            [X]  No



                                       1
<PAGE>



                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background and Development. Fenway International, Inc., a Nevada corporation
was incorporated in the State of Nevada on May 7, 1984 using the name
Nevada-Utah Gold, Inc. for the primary purpose of developing mining properties.
During 1985, we settled our liabilities and were inactive until 1998, when we
began acquiring property and mineral interests in anticipation of developing
commercial grade cement production facilities in the Philippines. Specifically,
on or about August 10, 1998, we acquired the assets of Fenway Resources, Ltd., a
Delaware corporation, which assets included property and mineral interests in
the Philippines. We issued 7,644,067 shares of our $.001 par value common stock
for the assets acquired. On or about September 4, 1998, we filed a Certificate
of Amendment to our Articles of Incorporation changing our name to Fenway
International, Inc. Our executive offices are located at 308-409 Granville
Street, Vancouver, British Columbia, Canada V6C 1T2. Our telephone number is
604.844.2265.

Our Business. We plan to develop and construct two large commercial grade cement
production facilities in the Philippines. Our predecessor-in-interest, Fenway
Resources, Ltd., spent more than five years obtaining the necessary licensing,
permits and environmental approvals necessary to support construction of such
facilities on the island of Palawan (the "Palawan Project"). The necessary
permits and environmental approvals for a proposed facility on the island of
Negros Oriental (the "Negros Project") have already been received. We are
required to participate with local corporations in the Philippines in order to
commercially exploit Philippine mineral claims and, therefore, we have
incorporated two Philippine corporations. The organizational chart attached as
Exhibit 21 to our Registration Statement on Form 10-SB filed with the Commission
on March 8, 1999 provides a diagram of our relationships with these entities,
which are specified in detail below.

The Negros Project. On or about July 16, 1998, we entered into an option
agreement ("Option Agreement") with Negor RR Cement Corporation, an independent
Philippine corporation, for the purpose of forming and operating a Negros mining
company ("NMC") and a Negros cement manufacturing company ("NCC"). Pursuant to
the Option Agreement, we purchased a 90% equity interest in the Negor RR Cement
Corporation, a Philippine corporation ("Negor Corporation").

The details of the Option Agreement are as follows:

A.       For a period of four (4) years following the date of acceptance by us
         of a commercial feasibility study and report for the Negros Project,
         which study and report are sufficient to enable us to obtain any and
         all funds necessary or appropriate to finance the development and
         operation of the Negros Project, Negor Corporation has the option to
         acquire that number of shares of our $.001 par value common stock equal
         to the lesser of (a) two million (2,000,000), or (b) ten percent (10%)
         of the then issued and outstanding shares of our common stock, at a
         purchase price of Five Dollars ($5.00) per share.

B.       NMC shall prepare, sign and deliver to Negor Corporation any and all
         documents and other instruments necessary or appropriate to vest in
         Negor Corporation an ownership interest in NMC equal to forty percent
         (40%) of the total issued and outstanding capital stock of NMC. As a
         result of such ownership interest, Negor Corporation shall be entitled
         to have allocated to it forty percent (40%) of the net profits, losses
         and credits of NMC.

C.       NMC shall prepare, sign and deliver to us any and all documents and
         other instruments necessary or appropriate to vest in us an ownership
         interest in NMC equal to forty percent (40%) of the total issued and
         outstanding capital stock of NMC. As a result of such ownership
         interest, we shall be entitled to have allocated to us forty percent
         (40%) of the net profits, losses and credits of NMC.

D.       NCC shall prepare, sign and deliver to Negor Corporation any and all
         documents and other instruments necessary or appropriate to vest in
         Negor Corporation an ownership interest in NCC equal to ten percent
         (10%) of the total issued and outstanding capital stock of NMC. As a


                                       2
<PAGE>


         result of such ownership interest, Negor shall be entitled to have
         allocated to it ten percent (10%) of the net profits, losses and
         credits of NCC. NCC shall prepare, sign and deliver to us any and all
         documents and other instruments necessary or appropriate to vest in us
         an ownership interest in NCC equal to ninety percent (90%) of the total
         issued and outstanding capital stock of NMC. As a result of such
         ownership interest, we shall be entitled to have allocated to it ninety
         percent (90%) of the net profits, losses and credits of NCC.

E.       NMC shall prepare, sign and deliver to one or more third party
         investors any and all documents and other instruments necessary or
         appropriate to vest collectively in those third party investors an
         ownership interest in NCC equal to twenty percent (20%) of the total
         issued and outstanding capital stock of NMC. As a result of such
         ownership interest, those third party investors shall be entitled to
         have allocated to them, in the aggregate, twenty percent (20%) of the
         net profits, losses and credits of NCC.

F.       We paid Negor Corporation Fifty Thousand Dollars ($50,000) at the date
         of signing of the Option Agreement and Fifty Thousand Dollars ($50,000)
         on or prior to September 30, 1998, as specified in the Option
         Agreement.

At such time as all feasibility studies and similar studies and reports which
are necessary or appropriate for the construction and operation of the
manufacturing facilities (and which will be required prior to the receipt of the
funds to finance construction of the manufacturing facilities) are completed,
NMC has agreed to pay to Negor One Million Dollars ($1,000,000.00) which funds
may be contributions to capital and proceeds from one or more borrowing
transactions, or either of them. In connection with any and all such borrowing
transactions, the acquired claims may be utilized as collateral or otherwise be
pledged to enhance the credit of the borrower.

The development program for the Negros Oriental Project will be similar to that
for Palawan, except for the power plant. As there is already a source of power
supply available in Negros Oriental, the cement plant will only require an
electrical distribution system, which, we believe, will reduce capital costs by
$40 million.

We believe that the development of the Negros Oriental cement plant will be
approximately one year after the start of the Palawan cement project. During
this one year period, work will be undertaken to upgrade the original
environmental studies, bring the engineering reports to bankable standards, to
drill and test the limestone deposits, and to obtain land for the plant site.

The Palawan Project. The Palawan Project has been under development by us for
more than five years in association with local Philippine mining and development
interests. Our predecessor company, Fenway Resources Ltd., a Delaware
corporation, acquired mineral rights to 10,296 hectares in 1992 and 3,200
hectares in 1995 in three (3) contiguous claim blocks on the west central
portion of Palawan Island near Scott Point, Municipality of Sofronio Espanola,
Palawan, Philippines. Explorations by the Philippine government first confirmed
the existence of limestone deposits in the central part of Palawan. We retained
Kilborn Engineering Pacific Ltd., now known as Kilborn-SNC Lavalin Inc., to
prepare a project feasibility study which was completed in 1995. This study
concluded our claims have significant resources of limestone and shale, the two
main ingredients for the manufacture of Portland Cement, and that a cement plant
and quarries can be developed in full compliance with environmental regulations
in the Philippines and should not have any adverse effect on local communities
or indigenous people.

As required by the Philippine Government, formal application for the final
environmental certification of the Palawan Project will be submitted to the
Philippine Department of Environment and Natural Resources after receipt of the
Mineral Production Sharing Agreement, which is currently under departmental
review.

In addition, we have conducted professional hearings and discussions with all
levels of government, with indigenous leaders, and with local landowners who
might be affected by the Palawan Project. The project in production will
stimulate local economic development and employment and we have received strong
local support for the Palawan Project as evidenced by the Palawan Council for
Sustainable Development endorsement of the environmental compliance certificate
and letters of recommendation from local government units and endorsement of the
project from indigenous people as evidenced by the National Commission on
Indigenous Peoples' Certificate.


                                       3
<PAGE>


Commercial law in effect on Palawan Island requires the participation of local
entities to exploit the island's mineral resources. Two local corporations have
been created and formally registered in compliance with local commercial law and
securities regulation. We own approximately 40% of Palcan Mining Company ("PMC")
which will be responsible for the quarry properties and the production of
crushed stone, both graded and blended, for cement plant processing operations.
PMC will also be responsible for payments of royalties and fees based on the
volumes of quarried stone extracted for cement production. PMC was incorporated
in the Republic of the Philippines on August 13, 1998, and has several common
directors with us.

We have also continued to assess the market acceptance for products of the
proposed Palawan plant within the Philippines and in export markets. The ability
to produce cement of high quality and reliable uniformity from local materials
is essential to our success and this ability is currently unproven.

Discussions are currently in progress with several design-build groups to
construct and equip the Palawan plant. We are negotiating with Krupp Polysius to
provide the cement plant equipment and with Bilfinger + Berger to engineer and
construct the Palawan Project. These negotiations have not been concluded and
there can be no assurance that either Krupp Polysius or Bilfinger + Berger will
provide equipment or services to us.

The capital costs of the plants, including the construction of all facilities
such as power and ports, are estimated by our engineering consultants to be
approximately $340 million for the Negros Project and approximately $380 million
for the Palawan Project. To conform to investment guidelines promulgated by the
Philippine government, 70% of those capital costs can be financed by loans,
including export credits, and 30% can be financed by equity investments.

The approximately $500 million required in loans may be provided by a consortium
of German banks. Krupp-Polysius, one of the world's largest corporations,
anticipates supplying the cement plant equipment to both the Negros Project and
the Palawan Project and has offered to assist us in its loan negotiations with
these German banks. We anticipate that approximately $215 million may be
received from a registered offering of our common or preferred stock, probably
through brokerage firms located in New York, complemented by one or more private
placements of our common stock. In addition, approximately $110 million may be
provided by contractors for the quarry and power plant which will reduce
Fenway's need for equity financing.

Products. We are not currently producing any products or supplying any services
to any third parties. When, and if, we develop and construct our cement
manufacturing facilities, we anticipate producing commercial quantities of
Portland cement. Portland cement is a finely ground processed material that,
when mixed with sand, gravel, water and other minerals, forms concrete. The raw
materials, limestone and shale, are mined, crushed, and burned in
high-temperature rotary kilns, producing a substance commonly referred to as
"clinker". The resulting clinker is then finely ground with small amounts of
gypsum to produce Portland cement. From the Palawan Project, we anticipate
producing 2.5 million metric tonnes of Portland cement per year.

Marketing and Sales. We anticipate that all revenues from the sale of our
products will be derived from customers located outside the United States. To
support our overseas customers, we anticipate operating offices outside the
continental United States. There can be no assurance that we will be able to
manage these operations effectively or that we will be able to compete
successfully in international markets or satisfy the service and support
requirements of its customers. In addition, a significant portion of our sales
and operations are subject to significant risks, including tariffs and other
trade barriers, difficulties in staffing and managing foreign subsidiary and
branch operations, currency exchange risks and exchange controls, potentially
adverse tax consequences, and the possibility of difficulty in accounts
receivable collection. There can be no assurance that any of these factors will
not have a material adverse effect on our business, financial condition and
results of operations.

We anticipate that initially the Portland cement produced by the Negros and
Palawan Projects will be marketed exclusively in the Philippines, with expanded
capacity providing cement to foreign markets, such as Japan, South Korea,
Thailand, Malaysia, Singapore, Taiwan, Vietnam and Indonesia (collectively, the
"Target Countries"). Nearby Asian export markets for cement products have a
current volume exceeding 90 million tonnes per year moving in trade. Entities
that have previously taken most Philippine cement exports have been countries
bordering the South China Sea, those close to the Malacca Straits and other
countries in the South Asia Sub-Continent.


                                       4
<PAGE>


Our strategy for growth is substantially dependent upon our ability to market
and distribute products successfully. Other companies, including those with
substantially greater financial, marketing and sales resources, compete with us,
and have the advantage of marketing existing products with existing production
and distribution facilities. There can be no assurance that we will be able to
market and distribute products on acceptable terms, or at all. Our failure to
market our products successfully could have a material adverse effect on our
business, financial conditions or results of operations.

We anticipate that the construction industries in the Target Countries will
experience positive growth, ranging from modest growth expected for Japan, to
more significant growth anticipated in the lesser developed countries, such as
Vietnam, Thailand, the Philippines and Indonesia. The location of the Palawan
and the Negros Projects provides easy access to the Target Countries.

Raw Materials. For the Palawan Project, we have acquired mineral rights to
13,496 hectares in three contiguous claims on the west central portion of the
Palawan Island near Scott Point. The claims are underlain by significant
reserves of limestone and shale, the two main ingredients for the manufacture of
Type I Portland cement. Chemical analysis by the Philippine Bureau of Mines and
Geosciences, Technical Services Division, indicates that the site of the Palawan
Project contains commercial quantities of these raw materials.

The Negor Corporation (in which we hold a 90% equity interest) has mineral
claims on the island of Negros Oriental in the Philippines, which include
significant reserves of limestone and shale suitable for the manufacture of
Portland cement. Limestone mineral claims lie near the coastal towns of
Guihulngan and La Libertad on the island of Negros Oriental. Geological studies
suggest that the raw resources on those claims could sustain significant cement
manufacturing operations. We have received an Environmental Compliance
Certificate and have entered into the Mineral Production Sharing Agreement
required by the Philippine government for all mining projects in the Philippines
before mining operations can proceed.

Distribution and Transportation. Distribution in the cement industry is
typically conducted using agency contracts. The agent accepts product in bulk or
bagged from the plant at a specified price. The agent then takes responsibility
for marketing within the region(s) served; for transport and delivery to
customers; and for selling to large-volume customers, retailers or intermediate
wholesalers. The agent marks up the price to cover all costs of distribution.
The final price to consumers at retail accommodates markups as appropriate in
the distribution process. An allowance is included in the markup applied at each
step as profit for product handling and sale.

The Palawan plant will adopt the customary methods typically used in the
Philippines for distribution of cement products, with the following variations:

    1.   As the Palawan plant will ship to markets in different countries, not
         one but several distribution agencies probably will be utilized;
    2.   Shipments of bagged or bulk product by truck will be for the emerging
         market on Palawan;
    3.   Most products will be shipped from the Palawan plant in bulk by sea to
         reach the Target Countries;
    4.   Transfer of Palawan product from vessels, bulk storage, bagging (as
         needed) and distribution by truck will occur within regional markets in
         the Target Countries; and,
    5.   Intra-regional transportation to customers will be minimized by the
         locations of regional facilities for the receipt and handling of
         Palawan plant products.

Costs of the first water crossing from Palawan to Philippine markets will be
less than typical costs associated with the transport of equivalent tonnage in
bulk by truck from competing plants. Overall, we believe that the costs of
product distribution to Philippine regional markets from the new plant in
Palawan pursuant to agency contracts will be equivalent to similar costs for
competing plants serving the same markets. If necessary to assure entry to
Philippine regional markets, all or part of the costs of the initial water
crossing can be absorbed at the Palawan plant by adjusting the price for product
placed to agents for distribution. Given the cost advantages of marine
transport, this will not be necessary as a general condition, but can be done
where and as needed in special situations.


                                       5
<PAGE>


The Palawan plant is ideally located for export of cement products to regional
markets in the Target Countries. Export sales will be developed and sustained
from the Palawan plant, as a means of broadening market presence, preserving
high utilization of plant assets and pursuing the best combination of available
customer relationships and opportunities for product sales and profits. Direct
relationships with large-volume customers and distribution relationships with
importers will be established in receptive countries, to assure that export
options remain available for the Palawan plant at all times.

We believe that we can provide our products to markets in the Target Countries,
subject to import barriers. Overt barriers have not been present in the
countries where Philippine cement has been accepted in the past, and import
duties in these and other locations continue to decline. Additional
liberalization of trade in East and South Asia may expand opportunities for
general acceptance of products from the Palawan plant. If necessary in
particular situations, entry may be eased by adjusting prices to absorb some of
the costs of marine transport and import costs. Although not necessary as a
general condition, some absorption of transport costs has been assumed to apply,
for purposes of project valuation, to all products shipped from Palawan.

Employees. We currently have eight full-time employees, three of whom are
salaried. Our management anticipates using consultants for business, accounting,
engineering, and legal services on an as-needed basis. Management has senior
company experience in mine management, mineral processing, engineering,
construction, administration, and marketing. All members of management have held
senior positions in international companies or organizations.

Competition. As a result of the lack of product differentiation and the
commodity nature of cement, the cement industry is quite competitive.
Competition is based generally on price and, to a lesser extent, quality and
service. We may compete with national, international and regional cement
producers in its target markets. Many of our competitors are larger and have
significantly greater resources than us. The prices that we charge our customers
probably won't be materially different from the prices charged by other cement
producers in the same markets. Accordingly, profitability in the cement industry
is generally dependent on the level of cement demand and on a cement producer's
ability to contain operating costs. Prices are subject to material changes in
response to relatively minor fluctuations in supply and demand, general economic
conditions and other market conditions beyond our control. There can be no
assurance that prices will not decline in the future or that such declines will
not have a material adverse effect on our financial condition or results of
operations.

Our anticipated cost per tonne of production will be directly related to the
number of tonnes of cement manufactured; and decreases in production will
increase our fixed cost per tonne. Equipment utilization percentages can vary
from year to year based upon demand for our products or as a result of equipment
failure. Much of our anticipated manufacturing equipment requires significant
time to replace and is very costly to replace or repair. Although we will
attempt to maintain sufficient spare parts to avoid long periods of shutdown in
the event of equipment failure, there can be no assurance such shutdowns can be
avoided.

Compliance with Environmental Laws. The proposed site for the Palawan Project is
near the ancestral lands of a Filipino indigenous people. These lands may
contain a portion of our mineral claims. The risk of accidental contamination or
injury to indigenous peoples from hazardous materials cannot be completely
eliminated. In the event of such an accident, we, or any successor-in-interest,
could be held liable for any damages that result and any such liability could
exceed our financial resources. In addition, there can be no assurance that in
the future we will not be required to incur significant costs to comply with
environmental laws and regulations relating to hazardous materials. There can be
no assurance that we will not be required to incur significant costs to comply
with current or future environmental laws and regulations nor that our
operations, business or assets will not be materially or adversely affected by
current or future environmental laws or regulations; provided, however, that we
have retained SNC Lavalin, a Canadian firm, and GAIA, Inc., a Philippine firm,
to prepare and file the requisite environmental impact statements necessary for
us to receive our Environmental Compliance Certificate for the Palawan Project
(an Environmental Compliance Certificate has already been issued for the Negros
Project).


                                       6
<PAGE>


Our management believes that both the Palawan Project and the Negros Project can
operate cleanly and without significant pollution in an environmentally safe
manner. However, certain environmental consequences associated with mining are
unavoidable. The primary environmental damage from the mineral industry occurs
during the extraction of raw materials, which requires large amounts of water
and energy. We believe that with the utilization of modern technology and
careful planning we can significantly reduce the environmental impact of the
manufacturing of cement. As we are not presently manufacturing any products, our
management believes we will not have any significant material expenditures in
the next fiscal year related to the cost of compliance with applicable
environmental laws, rules and regulations. However, at some time in the future,
our operations may involve the controlled use of hazardous materials. As a
result, we may be subject to various laws and regulations governing the use,
manufacture, storage, handling, and disposal of such materials and certain waste
products. We cannot presently estimate the potential costs of complying with the
applicable foreign environmental laws.

Item 2.  Description of Property.
---------------------------------

Property held by the Company. As of the date specified in the following table,
we held the following property:

<TABLE>
<CAPTION>
============================================== ======================== =========================
               Property                            December 31, 2001         December 31, 2000
---------------------------------------------- ------------------------ -------------------------
                 <S>                                     <C>                         <C>
Cash and equivalents                                              $814                  $ 12,257
---------------------------------------------- ------------------------ -------------------------
Project Investments                                         $2,950,800               $ 2,945,168
---------------------------------------------- ------------------------ -------------------------
Property and Equipment (consists of office                      $2,876                   $ 3,795
equipment and computers, less accumulated
depreciation)
============================================== ======================== =========================
</TABLE>
We define cash equivalents as all highly liquid investments with an maturity of
3 months or less when purchased.

Property and equipment are specified at cost. Major renewals and improvements
are charged to the asset accounts, while replacements, maintenance and repairs,
which do not improve or extend the lives of respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the assets
and related depreciation accounts are relieved of the applicable amounts. Gains
or losses from retirements or sales are credited or charged to income.

We depreciate our property and equipment for financial reporting purposes using
the accelerated method based upon an estimated useful life of 5 years.

The components of the property and equipment are as follows:

                    Property           December 31, 2001     December 31, 2000

Office equipment                             $6,427               $ 6,427
Computers                                    $5,360               $ 5,360
                                             ------               -------

Total cost                                  $11,787               $11,787
Less accumulated depreciation                $8,911               $ 7,992
                                             ------               -------

Total property and equipment                 $2,876               $ 3,795
                                             ------               -------

We are leasing office facilities in Vancouver, British Columbia, Canada and
Manila, Philippines. Our Vancouver office is under a 3 year lease that commenced
March 1, 2001 with a rental fee of $1,173 CDN plus occupancy costs. Our Manila
office is under a 5 year lease that began April 1, 2001, although occupancy and
lease payments will not commence until bridge loan financing is obtained. The
rent expense for the year ended December 31, 2001 was $39,964.


                                       7
<PAGE>


Item 3.  Legal Proceedings.
---------------------------

We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

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

Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission ("SEC"). The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Prices of Common Stock. Our common stock is quoted on the OTC Bulletin Board
(trading symbol: FWIN). Prior to our participation on the OTC Bulletin Board,
there was no public market for our common stock. Our common stock has closed at
a low of $0.15 and a high of $0.69 for the 52-week period ended April 17, 2002.
This market is extremely limited and the price for our common stock quoted by
brokers is not necessarily a reliable indication of the value of our common
stock.

The following table specifies the reported high and low sales or closing prices
of our common stock on the OTCBB for the periods indicated.

===================================== =========== =================
                       Period            High            Low
------------------------------------- ----------- -----------------
October 1, 2001 - December 31, 2001       0.4            0.16
------------------------------------- ----------- -----------------
July 1, 2001 - September 30, 2001        0.609           0.17
------------------------------------- ----------- -----------------
April 1, 2001 - June 30, 2001            0.693           0.35
------------------------------------- ----------- -----------------
January 1, 2001 - March 31, 2001         0.875          0.469
===================================== =========== =================

Stock Options. As of December 31, 2001, there were 4,616,926 incentive stock
options to purchase common stock, of which 3,416,926 are options to purchase
common stock at $3.00 per share, and expire by their own terms on July 4, 2004,
400,000 options to purchase common stock at $3.00 per share, which expire by
their own terms on July 31, 2004, and 200,000 options to purchase common stock
at $3.00 per share, which expire by their own terms on December 1, 2004. There
were also 350,000 incentive stock options to purchase common stock at $1.75 per
share, of which 300,000 options to purchase common stock at $1.75 per share,
which expire by their own terms on September 28, 2002 and 25,000 options to
purchase common stock at $1.75 per share, which expire by their own terms on
October 20, 2002, and 25,000 options to purchase common stock at $1.75 per
share, which expire by their own terms on January 8, 2003.

Warrants. As of December 31, 2001, there were 804,291 outstanding warrants to
purchase common stock. 45,750 of those warrants are to purchase common stock at
CDN$5.50 per share which expire on December 5, 2002; 25,250 of those warrants
are to purchase common stock at CDN$5.50 per share which expire on February 25,
2002; 28,901 of those warrants are to purchase common stock at CDN$5.50 per
share which expire on May 29, 2002; 25,000 of those warrants are to purchase
common stock at CDN$5.50 per share which expire on June 2, 2002; and 27,000 of
those warrants are to purchase common stock at CDN$5.50 per share which expire
on June 6, 2002. There were also 2,128 warrants to purchase common stock at
$4.00 per share outstanding which expire on October 26, 2002; 670 warrants to
purchase common stock at $4.00 per share outstanding which expire on October 26,
2002; 65,000 warrants to purchase common stock at $4.00 per share outstanding
which expire on June 10, 2002; 32,000 warrants to purchase common stock at $4.00


                                       8
<PAGE>


per share outstanding which expire on November 2, 2002; 25,000 warrants to
purchase common stock at $3.00 per share outstanding which expire on November 9,
2002; 3,000 warrants to purchase common stock at $3.00 per share outstanding
which expire on November 9, 2002; 7,000 warrants to purchase common stock at
$3.00 per share outstanding which expire on December 3, 2002; and 11,112
warrants to purchase common stock at $3.00 per share outstanding which expire on
December 13, 2002. There were also 228,000 warrants to purchase common stock at
$3.00 per share which expire on March 6, 2002; 100,000 warrants to purchase
common stock at $3.00 per share which expire on May 29, 2002; 10,000 warrants to
purchase common stock at $5.50 per share which expire on December 5, 2002; 2,500
warrants to purchase common stock at $0.75 per share which expire on September
30, 2003; 40,000 warrants to purchase common stock at $0.50 per share which
expire on July 26, 2003; 7,000 warrants to purchase common stock at $0.50 per
share which expire on July 27, 2003;3,980 warrants to purchase common stock at
$0.50 per share which expire on July 31, 2003; 5,000 warrants to purchase common
stock at $0.50 per share which expire on August 8, 2003; 10,000 warrants to
purchase common stock at $0.75 per share which expire on August 14, 2003; and
100,000 warrants to purchase common stock at $0.75 per share which expire on
August 22, 2003.

There were additional warrants to purchase common stock at CDN$4.00 per share
outstanding, 1,000,000 of which are exercisable upon receipt of certain
production funds (see Note 4 to the Company's financial statements attached as
exhibits hereto). As of December 31, 2001, there were 900,000 warrants to
purchase common stock at CDN$2.00 per share outstanding (exercisable upon
receipt of certain production funds as specified in Note 5 to the Company's
financial statements attached as exhibits hereto) and an additional 900,000
warrants to purchase common stock at CDN$3.00 per share which are exercisable at
any time. As of December 31, 2001, there were an additional 4,000,000 warrants
to purchase common stock at CDN$2.00 per share outstanding which are exercisable
upon receipt of certain production funds (see Note 4 to the Company's financial
statements attached as exhibits hereto). Finally, as of December 31, 2001, there
were 1,000,000 warrants to purchase common stock at CDN$5.00 per share
outstanding which are exercisable at any time.

The approximate number of holders of record of shares of our common stock is
thirty-six.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.


                                       9
<PAGE>


In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6. Management's Discussion and Analysis of Financial Condition or Plan of
Operation.
-------------------------------------------------------------------------------

The following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

The financial projections in this report have been prepared to us and are based
on certain assumptions regarding future operations. The projections are an
estimate only, based on certain assumptions which may prove to be inaccurate and
which are subject to future conditions over which we may have no control. We
cannot guaranty that we will experience the operating results depicted in the
financial projections.

The financial projections were prepared by our management and have not been
examined or complied by independent certified public accountants or our legal
counsel. The accountants and legal counsel have not participated in the
preparation or review of the financial projections. Accordingly, our legal
counsel and accountants cannot provide any level of assurance on them.

Results of Operations. We have not yet realized any revenue from operations, as
our cement manufacturing facilities are presently in the development stage.

Liquidity and Capital Resources. At December 31, 2001, we had cash resources of
$ 814. The cash and equivalents constitute our present internal sources of
liquidity. Because we are not generating any revenues at this time from our
operations, our only external source of liquidity is the sale of our capital
stock. We are attempting to acquire funding for both the Palawan Project and the
Negros Project from German financial institutions with assistance from
Krupp-Polysius, a German machinery manufacturing, engineering, trading and
financial services company. Krupp-Polysius has agreed to help us arrange the
export credits and the required loan guaranties for the loans required for both
projects.


                                       10
<PAGE>


Our Plan of Operation For Next 12 Months. Based on current discussions, we
presently anticipate that the necessary financing for the Palawan Project will
be secured during the second quarter of 2002, which will allow us to begin our
preliminary engineering programs during the fourth quarter and initiate
construction in the fourth quarter of 2002. Emphasis will be initially on
completing the port site which is necessary to enable supplies and materials to
be delivered for construction of the plant.

The Palawan Project will be the only cement manufacturing facility on the island
of Palawan. We anticipate that the facility will have an initial production
capacity of 2.5 million tonnes per year with expansion capability to ten to
twelve million tonnes per year. Negotiations with potential suppliers indicate
that the port site and power plants could be provided on a BOT basis which, we
believe, would reduce our financing costs by approximately $90 million. In
addition, as a result of our discussions with Krupp-Polysius, we would take
delivery of the manufacturing equipment earlier than expected, thus advancing
our start-up date by up to six months.

Our development schedule contemplates that cement plant construction will
commence in the fourth quarter of 2002 after completion of the initial design
engineering and construction of the port facilities. We anticipate that all
facilities will be constructed by the end of 2004 and full production should
begin in the first quarter of 2005. When direct project development and
construction is in progress, we anticipate that other activities will commence
including environmental requirements and community related initiatives. We
believe that the cement plant will provide economic growth for the southern part
of Palawan and we will be actively involved in developing beneficial programs to
assist the local and indigenous people.

The Negros Oriental Project will consist of a cement plant of 1.5 million tonnes
per year capacity with expansion capability to 3 million tonnes per year. We
anticipate that the Negros Oriental Project will basically duplicate the Palawan
development program and development will commence one year after construction
begins at Palawan.

We have solicited and received bids for an exploratory drilling program to
confirm the full extent of the limestone reserves on Negor Corporation's Negros
Oriental Province mineral claims. On June 9, 1999, we announced that we had
signed a contract with Roctest Machinery and Drilling Corporation to core drill
2,000 meters for test sampling of the limestone deposits for the Negros Project
and we anticipate that the drilling will commence as soon as the necessary
regional work permits are received.

Our success is dependent upon our ability to secure the necessary financing.
Through the efforts of Krupp-Polysius and Belfinger + Berger, we have received a
letter of interests from German banks to provide all of the export credit and
loan funding. We are currently conducting negotiations for all of the equity
requirements which we believe will be completed in the second quarter of 2002.
We may also obtain financing from the individual contractors for the port, power
and quarry facilities which would reduce our overall financing needs.

If we do not obtain adequate financing, we may need to delay the program or to
enter into arrangements with other companies interested in developing cement
plants in the Philippines.

In the opinion of management, available funds will satisfy our working capital
requirements through June 2002. Our forecast for the period for which our
financial resources will be adequate to support our operations involves risks
and uncertainties and actual results that could fail as a result of a number of
factors. We will need to raise additional capital to develop, promote and
conduct our operations. Such additional capital may be raised through public or
private financing as well as borrowings and other sources. We cannot guaranty
that additional funding will be available on favorable terms, if at all.

We are not currently conducting any research and development activities. We do
not anticipate conducting any such activities in the next twelve months. We do
not anticipate that we will purchase any significant equipment in the next six
to twelve months unless we obtain significant additional capital.

During the next 12 months, depending on the success of our market expansion
plan, we may be required to hire additional employees; however, we are not able
to provide a reasonable estimate of the number of such additional employees
which may be required at this time. We believe our future success depends in
large part upon the continued service of our key personnel.


                                       11
<PAGE>


Item 7.  Financial Statements
-----------------------------

Copies of the financial statements specified in Regulation 228.310 (Item 310)
are filed with this Annual Report on Form 10-KSB.









                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2001





                                       12
<PAGE>





                                TABLE OF CONTENTS

                                                                    Page No.
                                                                    --------

INDEPENDENT AUDITORS' REPORT ...................................       14

FINANCIAL STATEMENTS

       Balance Sheet............................................       15

       Statements of Comprehensive (Loss).......................       16

       Statements of Operations.................................       17

       Statement of Stockholders' Equity........................     18 - 23

       Statements of Cash Flows.................................     24 - 25

       Notes to Financial Statements............................     26 - 28




                                       13
<PAGE>




                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Fenway International Inc.



We have audited the accompanying balance sheet of Fenway International Inc. (a
Nevada corporation and a Development Stage Company) as of December 31, 2001, and
the related statements of comprehensive (loss), operations, stockholders'
equity, and cash flows for the years ended December 31, 2001 and 2000, and for
the period from May 7, 1984 (date of inception) to December 31, 2001. These
financial statements are the responsibilities of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting 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. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects the financial position of Fenway International Inc. as of
December 31, 2001 and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000 and for the period from May 7, 1984 (date
of inception) to December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 16 and 17 to the
financial statements, the Company has a deficit working capital, has incurred
$2,256,357 of development costs and is still developing its cement operations.
In addition, the Company must obtain additional financing to continue its
development plans. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding this matter are
described in Notes 16 and 17. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.


Moffitt & Company, P.C.
Scottsdale, Arizona

April 4, 2002


                                       14
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                DECEMBER 31, 2001


                                     ASSETS

<TABLE>
<CAPTION>
       <S>                                                                               <C>              <C>
CURRENT ASSETS
       Cash                                                                      $          814
       G.S.T. refund                                                                        189
                                                                                 --------------
            TOTAL CURRENT ASSETS                                                                  $          1,003

PROPERTY AND EQUIPMENT, NET OF
   ACCUMULATED DEPRECIATION                                                                                  2,876

OTHER ASSETS
       Investments in projects in the Republic of the Philippines                     2,950,800
       Rent security deposit                                                                676
                                                                                 --------------
            TOTAL OTHER ASSETS                                                                           2,951,476
                                                                                                  ----------------
            TOTAL ASSETS                                                                          $      2,955,355
                                                                                                  ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
       Accounts payable $                                                               454,584
       Accrued interest                                                                  78,252
       Notes and loans payable
          Related parties                                                               287,221
          Unrelated parties                                                              77,494
                                                                                 --------------
             TOTAL CURRENT LIABILITIES                                                            $        897,551

STOCKHOLDERS' EQUITY
       Common stock, par value $0.001 per share
            Authorized 100,000,000 shares
            Issued and outstanding - 20,541,122 shares                                   20,541
       Paid in capital                                                                4,293,620
       Deficit accumulated during the development stage                              (2,253,665)
       Accumulated other comprehensive (loss)
          (Primary cumulative translation adjustment)                                    (2,692)
                                                                                 --------------
            TOTAL STOCKHOLDERS' EQUITY                                                                   2,057,804
                                                                                                   ---------------
            TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                                                                 $     2,955,355
                                                                                                   ===============
</TABLE>


            See Accompanying Notes and Independent Auditors' Reports.

                                       15
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF COMPREHENSIVE (LOSS)
               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001



<TABLE>
<CAPTION>
                                                                       Years Ended               May 7, 1984 (Date
                                                                      December 31,               of Inception) to
                                                                2001              2000           December 31, 2001
                                                          ----------------  -----------------   -----------------
         <S>                                                      <C>                <C>                <C>
NET (LOSS)                                                $       (561,475) $       (661,610)  $        (2,253,665)

OTHER COMPREHENSIVE INCOME
   (LOSS)
       Foreign currency translation adjustments                     19,779            (5,452)               (2,692)
                                                          ----------------  -----------------   -------------------

NET COMPREHENSIVE (LOSS)                                  $       (541,696)  $      (667,062)           (2,256,357)
                                                          ================  =================   ===================
</TABLE>



            See Accompanying Notes and Independent Auditors' Reports.

                                       16
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001



<TABLE>
<CAPTION>
                                                        Years Ended            May 7, 1984 (Date
                                                       December 31,            of Inception) to
                                                 2001              2000        December 31, 2001
                                        ---------------  -----------------    -------------------
          <S>                                 <C>                <C>                  <C>
REVENUE - INTEREST INCOME               $         3,639  $          6,752    $            10,391

DEVELOPMENT COSTS                               565,114           668,362              2,264,056
                                        ---------------  -----------------    -------------------
NET (LOSS)                              $     ( 561,475) $       (661,610)
                                        ===============  =================   $       ( 2,253,665)
                                                                              ===================
NET (LOSS) PER COMMON SHARE

       Basic and diluted                $          (.03) $           (.03)
                                        ================  =================
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

       Basic and diluted                     20,430,966        20,286,585
                                        ================  =================
</TABLE>






            See Accompanying Notes and Independent Auditors' Reports.

                                       17
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                                 Common Stock
                                                       -------------------------------     Paid In
                                                           Shares            Amount        Capital
                                                       ---------------  --------------  ---------------
             <S>                                              <C>             <C>              <C>
BALANCE, MAY 7, 1984
   (DATE OF INCEPTION)                                               0  $            0  $             0

      Issuance of common stock for
         mineral lease (unknown value)
         and expenses at $.005 -
         May 7, 1984                                           600,000             600            2,400
      Issuance of common stock for
         cash at $.267 - May 7, 1984                             8,610               9            2,287
      Net (loss) for the period ended
         December 31, 1984                                           0               0                0
                                                       ---------------  --------------  ---------------
BALANCE, DECEMBER 31, 1984                                     608,610             609            4,687

      Issuance of common stock for
         services at $.267 -
         February 3, 1985                                        9,000               9            2,391
      Issuance of common stock for
         cash at $.267 - February 3, 1985                       96,480              96           25,632
      Net (loss) for the year ended
         December 31, 1985                                           0               0                0
                                                       ---------------  --------------  ---------------
BALANCE, DECEMBER 31, 1985                                     714,090             714           32,710
                                                       ---------------  --------------  ---------------
BALANCE, DECEMBER 31, 1996                                     714,090             714           32,710

      Contribution to capital -
         expenses                                                    0               0            3,600
      Net (loss) for the year ended
         December 31, 1997                                           0               0                0
                                                       ---------------  --------------  ---------------
BALANCE, DECEMBER 31, 1997                                     714,090             714           36,310

      Contribution to capital -
         expenses                                                    0               0            1,300
      Issuance of common stock
         for cash
         $.01 - May 29, 1998                                 2,000,000           2,000           18,000
         $.01 - June 9, 1998                                 9,000,000           9,000           81,000
</TABLE>



            See Accompanying Notes and Independent Auditors' Reports.

                                       18
<PAGE>



                                            Deficit
                                         Accumulated        Accumulated
                     Advances              During the         Other
                     On Stock            Development        Comprehensive
                   Subscriptions            Stage             (Loss)
                   ---------------    --------------    ---------------

                    $            0    $            0    $          0


                                 0                 0               0

                                 0                 0               0

                                 0           ( 5,296)              0
                   ---------------    --------------    ---------------

                                 0           ( 5,296)              0


                                 0                 0               0

                                 0                 0               0

                                 0          ( 28,128)              0
                   ---------------    --------------    ---------------
                                 0          ( 33,424)              0
                   ---------------    --------------    ---------------

                                 0          ( 33,424)              0


                                 0                 0               0

                                 0           ( 3,600)              0
                   ---------------    --------------    ---------------

                                 0          ( 37,024)              0


                                 0                 0               0


                                 0                 0               0
                                 0                 0               0



            See Accompanying Notes and Independent Auditors' Reports.

                                       19
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY( CONTINUED)
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001



<TABLE>
<CAPTION>
                                                                     Common Stock
                                                       ---------------------------------------        Paid In
                                                              Shares              Amount               Capital
                                                       ------------------  -------------------  ---------------------
              <S>                                             <C>                  <C>                     <C>
        Issuance of common stock for
           net assets of Fenway
           Resources Ltd - $.387 -
           August 31, 1998                                       7,644,067 $             7,644  $           2,950,988
        Issuance of common stock
           for cash
           $3.00 - October 29, 1998                                 2,128                    2                  6,450
           $3.00 - October 29, 1998                                   670                    1                  2,031
        Net (loss) for the year
           ended December 31, 1998                                      0                    0                      0
                                                       ------------------  -------------------  ---------------------
BALANCE, DECEMBER 31, 1998                                       19,360,955             19,361              3,096,079

        Issuance of common stock for cash
           $   .25 - February   4, 1999                           500,000                  500                124,500
           $ 3.00 - February 24, 1999                               2,000                    2                  5,998
           $ 3.00 - March 16, 1999                                  5,000                    5                 14,995
           $ 3.00 - March 17, 1999                                  4,000                    4                 11,996
           $ 3.00 - March 30, 1999                                  9,000                    9                 26,991
           $ 3.00 - April 12, 1999                                  5,000                    5                 14,995
           $ 3.00 - November 3, 1999                               32,000                   32                 95,968
           $ 2.25 - November 12, 1999                              25,000                   25                 56,225
           $ 2.25 - November 16, 1999                               3,000                    3                  6,747
           $ 2.00 - December 7, 1999                                7,000                    7                 13,993
           $ 2.25 - December 14, 1999                              11,112                   11                 24,988
        Advances on stock subscriptions                                 0                    0                      0
           $3.00 - July 2, 1999                                    65,000                   65                194,935
           $3.00 - September 9, 1999                                8,074                    8                 24,213
              (Transferred from advances on
              stock subscriptions)
        Cumulative currency translation adjustment                      0                    0                      0
        Net (loss) for the year
           ended December 31, 1999                                      0                    0                      0
                                                       ------------------  -------------------  ---------------------
BALANCE, DECEMBER 31, 1999                                     20,037,141               20,037              3,712,623
</TABLE>




            See Accompanying Notes and Independent Auditors' Reports.

                                       20
<PAGE>




                                   Deficit
                                  Accumulated            Accumulated
             Advances             During the               Other
             On Stock             Development          Comprehensive
          Subscriptions            Stage                  (Loss)
         -----------------    -----------------    -----------------

         $               0    $               0    $               0

                         0                    0                    0
                         0                    0                    0

                         0            ( 370,360)                   0
         -----------------    -----------------    -----------------
                         0            ( 407,384)                   0

                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                         0                    0                    0
                    24,221                    0                    0
                         0                    0                    0
                  ( 24,221)                   0                    0

                         0                    0             ( 17,019)

                         0            ( 623,196)                   0
         -----------------    -----------------    -----------------

                         0          ( 1,030,580)            ( 17,019)



            See Accompanying Notes and Independent Auditors' Reports.

                                       21
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY( CONTINUED)
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                                           Common Stock
                                                             ---------------------------------------         Paid In
                                                                    Shares              Amount               Capital
                                                             ------------------  -------------------  ---------------------
                             <S>                                     <C>                 <C>                    <C>
        Issuance of common stock for cash
           $1.50 - March 6, 2000, net of cost                          228,000   $              228   $            339,772
           $1.50 - May 29, 2000                                        100,000                  100                149,900
        Issuance of common stock for finder's fee
           $.75 - November 13, 2000                                      6,667                    7                  4,994
        Cumulative currency translation adjustment                           0                    0                      0
        Net (loss) for the year ended
           December 31, 2000                                                 0                    0                      0
                                                             ------------------  -------------------  ---------------------
BALANCE, DECEMBER 31, 2000                                          20,371,808               20,372              4,207,289

        Issuance of common stock for cash
           $.50 - July 27, 2001                                           7,000                    7                  3,493
           $.50 - August 2, 2001                                         20,000                   20                  9,980
           $.75 - August 2, 2001                                          3,980                    4                  2,996
           $.50 - August 19, 2001                                       100,000                  100                 49,900
           $.50 - August 21, 2001                                        10,000                   10                  4,990
           $.50 - August 21, 2001                                        20,000                   20                  9,980
           $.75 - September 24, 2001                                      3,334                    3                  2,497
        Issuance of common stock for interest
           $.50 - August 14, 2001                                         5,000                    5                  2,495
        Cumulative currency translation adjustment                            0                    0                      0
        Net (loss) for the year ended
           December 31, 2001                                                  0                    0                      0
                                                             ------------------  -------------------  ---------------------
BALANCE, DECEMBER 31, 2001                                        20,541,122     $            20,541  $           4,293,620
                                                             ==================  ===================  =====================
</TABLE>


            See Accompanying Notes and Independent Auditors' Reports.

                                       22
<PAGE>




                                     Deficit
                                   Accumulated               Accumulated
              Advances             During the                  Other
             On Stock              Development              Comprehensive
            Subscriptions             Stage                    (Loss)
          -----------------     ------------------    -------------------

          $               0    $                0    $                 0
                          0                     0                      0

                          0                     0                      0
                          0                     0                ( 5,452)

                          0             ( 661,610)                     0
          -----------------     ------------------    -------------------

                          0           ( 1,692,190)              ( 22,471)


                          0                     0                      0
                          0                     0                      0
                          0                     0                      0
                          0                     0                      0
                          0                     0                      0
                          0                     0                      0
                          0                     0                      0

                          0                     0                      0
                          0                     0                 19,779

                          0             ( 561,475)                     0
          -----------------     ------------------    -------------------
          $               0    $      ( 2,253,665)   $           ( 2,692)
          =================    ==================    ===================



            See Accompanying Notes and Independent Auditors' Reports.

                                       23
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                             Years Ended               May 7, 1984 (Date
                                                                            December 31,                of Inception to
                                                                      2001              2000           December 31, 2001
                                                                ----------------  -----------------    -----------------
                <S>                                                    <C>               <C>                  <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
       Net (loss)                                               $      ( 561,475)                      $        (661,610)
                                                                                  $       (2,253,665)
       Adjustments to reconcile net (loss)
       to net cash (used) by operating activities:
             Depreciation                                                    919               1,235               4,349
             Issuance of common stock for interest
                and services                                               2,500                   0              11,500
             Common stock issued for finder's fees                             0               5,001               5,001
       Changes in operating assets and liabilities:
          Cash-held in lawyer's trust account                                  0                  0              118,578
          Interest receivable                                                  0                  0               (1,867)
          Accounts receivable                                                  0                  0               14,677
          G.S.T. tax refund                                                  795                727                 (189)
          Accounts payable                                               259,741             54,376              395,930
          Accrued liabilities                                             34,653             18,821               78,252
          Security deposits                                                3,674               (717)               2,957
                                                                ----------------  -----------------    -----------------
          NET CASH (USED) BY OPERATING
             ACTIVITIES                                                 (259,193)          (582,167)          (1,624,477)
                                                                ----------------  -----------------    -----------------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
       Investment in projects in the Philippines                          (5,632)           10,732               (19,089)
       Purchases of property and equipment                                     0              (238)                 (238)
                                                                ----------------  -----------------    -----------------
          NET CASH (USED) PROVIDED BY
             INVESTING ACTIVITIES                                        ( 5,632)           10,494               (19,327)
                                                                ----------------  -----------------    -------------------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
       Proceeds from issuance of common stock                             84,000            490,000            1,378,145
       Proceeds from short term notes                                    149,603             77,456              269,165
                                                                ----------------  -----------------    -------------------
          NET CASH PROVIDED BY FINANCING
             ACTIVITIES                                                  233,603           567,456             1,647,310
                                                                ----------------  -----------------    -----------------
EFFECT OF EXCHANGE RATE CHANGES
   ON CASH AND CASH EQUIVALENTS                                 $         19,779  $         (5,452)    $          (2,692)
                                                                ----------------  -----------------    -----------------
</TABLE>




            See Accompanying Notes and Independent Auditors' Reports.

                                       24
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                             Years Ended                May 7, 1984 (Date
                                                                            December 31,                of Inception to
                                                                      2001              2000            December 31, 2001
                                                                ----------------  -----------------    -----------------
                 <S>                                                  <C>                <C>                  <C>
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                         $        (11,443) $         (9,669)    $            814

CASH AT BEGINNING OF PERIOD                                               12,257            21,926                    0
                                                                ----------------  -----------------    -----------------
CASH AT END OF PERIOD                                           $            814  $         12,257     $            814
                                                                ===============   =================    =================
SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

       Interest paid                                            $              0  $          3,372     $          3,372
                                                                ================  =================    =================
       Taxes paid                                               $              0  $              0     $              0
                                                                ================  =================    =================
SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES

       Issuance of 400,000 shares of common
          stock for mineral lease (unknown value)
          and expenses - 1984                                   $              0  $              0     $           3,000
                                                                ================  =================    =================
       Issuance of common stock for finder's fees               $              0  $          5,001     $           5,001
                                                                ================  =================    =================
       Issuance of common stock and capital
          contributions for interest and services               $          2,500  $              0     $          11,500
                                                                ================  =================    =================
       Issuance of 7,644,067 shares of stock for
          Fenway Resources Ltd.- August 31, 1998               $               0  $              0     $       2,918,215
                                                                ================  =================    =================
</TABLE>



            See Accompanying Notes and Independent Auditors' Reports.

                                       25
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                        Organization and Nature of Business
                        -----------------------------------

                        The Company was incorporated under the laws of the State
                        of Nevada on May 7, 1984 for the primary purpose of
                        developing mineral properties. During 1985, the Company
                        abandoned its remaining assets and settled its
                        liabilities and was inactive until 1998. In 1998, the
                        Company became active again by acquiring mineral
                        properties in the Republic of the Philippines and is
                        currently engaged in the development of these
                        properties.

                        Cash and Cash Equivalents
                        -------------------------

                        For purposes of the statement of cash flows, the Company
                        considers all highly liquid debt instruments purchased
                        with an original maturity of three months or less to be
                        cash equivalents.

                        Property and Equipment
                        ----------------------

                        Property and equipment are stated at cost. Major
                        renewals and improvements are charged to the asset
                        accounts while replacements, maintenance and repairs,
                        which do not improve or extend the lives of respective
                        assets, are expensed. At the time property and equipment
                        are retired or otherwise disposed of, the assets and
                        related depreciation accounts are relieved of the
                        applicable amounts. Gains or losses from retirements or
                        sales are credited or charged to income.

                        The Company depreciates its property and equipment for
                        financial reporting purposes using the accelerated
                        methods based upon an estimated useful life of five
                        years.

                        Accounting Estimates
                        --------------------

                        Management uses estimates and assumptions in preparing
                        financial statements in accordance with generally
                        accepted accounting principles. Those estimates and
                        assumptions affect the reported amounts of assets and
                        liabilities, the disclosure of contingent assets and
                        liabilities, and the reported revenues and expenses.
                        Actual results could vary from the estimates that were
                        used.

                        Income Taxes
                        ------------

                        Provisions for income taxes are based on taxes payable
                        or refundable for the current year and deferred taxes on
                        temporary differences between the amount of taxable
                        income and pretax financial income and between the tax
                        basis of assets and liabilities and their reported
                        amounts in the financial statements. Deferred tax assets
                        and liabilities are included in the financial statements
                        at currently enacted income tax rates applicable to the
                        period in which the deferred tax assets and liabilities
                        are expected to be realized or settled as prescribed in
                        FASB


            See Accompanying Notes and Independent Auditors' Reports.

                                       26
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Income Taxes (Continued)
              ------------------------

              Statement No. 109, Accounting for Income Taxes. As changes in tax
              laws or rates are enacted, deferred tax assets and liabilities are
              adjusted through the provision for income taxes.

              Net (Loss) Per Share
              --------------------

              The Company adopted Statement of Financial Accounting Standards
              No. 128 that requires the reporting of both basic and diluted
              earnings (loss) per share. Basic earnings (loss) per share is
              computed by dividing net income (loss) available to common
              stockholders by the weighted average number of common shares
              outstanding for the period. Diluted earnings (loss) per share
              reflects the potential dilution that could occur if securities or
              other contracts to issue common stock were exercised or converted
              into common stock. In accordance with FASB 128, any anti-dilutive
              effects on net income (loss) per share are excluded.

              Disclosure About Fair Value of Financial Instruments
              ----------------------------------------------------

              The Company estimates that the fair value of all financial
              instruments at December 31, 2001 and 2000 as defined in FASB 107
              does not differ materially from the aggregate carrying values of
              its financial instruments recorded in the accompanying balance
              sheet. The estimated fair value amounts have been determined by
              the Company using available market information and appropriate
              valuation methodologies. Considerable judgement is required in
              interpreting market data to develop the estimates of fair value,
              and accordingly, the estimates are not necessarily indicative of
              the amounts that the Company could realize in a current market
              exchange.

              Long-Lived Assets
              -----------------

              Statement of Financial Accounting Standards No. 121, "Accounting
              for the Impairment of Long-Lived Assets and for Long-Lived Assets
              to be Disposed Of," requires that long-lived assets be reviewed
              for impairment whenever events or changes in circumstances
              indicate that the historical cost-carrying value of an asset may
              no longer be appropriate. The Company assesses recoverability of
              the carrying value of an asset by estimating the future net cash
              flows expected to result from the asset, including eventual
              disposition. If the future net cash flows are less than the
              carrying value of the asset, an impairment loss is recorded equal
              to the difference between the asset's carrying value and fair
              value. This standard did not have a material effect on the
              Company's results of operations, cash flows or financial position.

              Foreign Currency Translation
              ----------------------------

              The financial statements are measured using the local currency as
              the functional currency. Assets, liabilities and equity accounts
              of the Company are translated at exchange rates as of the balance
              sheet date or historical acquisition date, depending on the nature
              of the account.



            See Accompanying Notes and Independent Auditors' Reports.

                                       27
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

             Foreign Currency Translation (Continued)
             ----------------------------------------

              Revenues and expenses are translated at average rates of exchange
              in effect during the year. The resulting cumulative translation
              adjustments have been recorded as a separate component of
              stockholders' equity. Foreign currency transaction gains and
              losses are included in net income. Transaction gains/losses were
              not material. The financial statements are presented in United
              States of America dollars.

             Recent Accounting Pronouncements
             --------------------------------

             In June 2001, the FASB issued the following statements:

                      FASB 141 - Business combinations
                      FASB 142 - Goodwill and other intangible assets
                      FASB 143 - Accounting for asset retirement obligations
                      FASB 144 - Accounting for the impairment or disposal of
                                 long-lived assets

              These FASB statements did not have a material impact on the
              Company's financial position or results of operations.

NOTE 2 DEVELOPMENT STAGE OPERATIONS

              As of December 31, 2001, the Company was in the development stage
              of operations. According to the Financial Accounting Standards
              Board of the Financial Accounting Foundation, a development stage
              Company is defined as a company that devotes most of its
              activities to establishing a new business activity. In addition,
              planned principal activities have not commenced, or have commenced
              and have not yet produced significant revenue.

              The Company expensed $565,114 and $668,362 of development costs
              for the years ended December 31, 2001 and 2000, respectively, and
              $2,264,056 from May 7, 1984 (date of inception) to December 31,
              2001.

NOTE 3 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS

     Palcan Mining Corporation
     -------------------------

              A.  Incorporation

                  Palcan Mining Corporation was incorporated in the Republic of
                  the Philippines on August 13, 1998 under Republic of the
                  Philippines Sec. Reg. No. A199811014. The term for which the
                  corporation is to exist is fifty years from and after the date
                  of issuance of the certificate of incorporation.



            See Accompanying Notes and Independent Auditors' Reports.

                                       28
<PAGE>

                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 3 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS

              B.  Incorporators and directors

                  Names and nationalities of the incorporators and directors are
                  as follows:

                                    Name                   Nationality
                       ------------------------------   --------------
                       Rene E. Cristobal                Filipino
                       Carlos A. Fernandez              Filipino
                       Dativa C. Dimaano-Sangalang      Filipino
                       Arthur Leonard Taylor            Canadian
                       Herbert John Wilson              Canadian

              C.       Authorized capital

                       The authorized capital stock of the corporation
                       is one million pesos in lawful money of the
                       Republic of the Philippines, divided into one
                       thousand shares with the par value of one
                       thousand pesos per share.

              D.       Subscribers and issued capital

                       25% of the authorized capital stock has been
                       subscribed and at least 25% of the total
                       subscription has been paid as follows:
<TABLE>
<CAPTION>
                                                       Number of
                                                        Shares               Amount               Amount
                                    Name              Subscribed           Subscribed              Paid
                       -----------------------    -----------------     ----------------     ----------------
                               <S>                       <C>                    <C>                   <C>
                       Rene E. Cristobal                         200    p        200,000    p        50,000
                       Carlos A. Fernandez                       150             150,000             37,500
                       Dativa C. Dimaano-
                          Sangalang                              250             250,000             62,500
                       Arthur Leonard Taylor                       1               1,000              1,000
                       Herbert John Wilson                         1               1,000              1,000
                       Fenway International Inc.                 398             398,000            398,000
                                                  -----------------     ----------------    ----------------
                                                               1,000    p      1,000,000    p       550,000
                                                  ==================    ================    ===============
</TABLE>
              E.       The primary purpose of this corporation is to
                       hold the mineral claims of Central Palawan
                       Mining and Ind. Corp. ("CPMIC"), Palawan Star
                       Mining Ventures, Inc. ("PSMVI") and Pyramid
                       Hill Mining & Ind. Corp. ("PHMIC"), their
                       respective MPSA's, ECC's and quarry shale and
                       limestone and any other commercial minerals
                       found on the property and to buy, sell, on
                       whole basis only, exchange or otherwise produce
                       and deal in all kinds of minerals and in their
                       products and by-products of


            See Accompanying Notes and Independent Auditors' Reports.

                                       29
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 3 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS (CONTINUED)

              every kind and description and by whatsoever process; to purchase,
              lease, option, locate or otherwise acquire, own, exchange, sell,
              assign or contract out the property and the operation of the
              property, or otherwise dispose of, pledge, mortgage, deed in
              trust, hypothecate and deal in mining claims, land related to
              production from the mining claims, timber lands, water, and water
              rights and other property, both real and personal.

                        Palcan Cement Corporation
                        -------------------------

              A.       Palcan Cement Corporation was incorporated in the
                       Republic of the Philippines on August 12, 1998 under
                       Philippines Sec. Reg. No. A199811013. The Company has a
                       fiscal year end of December 31.

              B.       Incorporators and directors

                       Names and nationalities of the incorporators
                       and directors are as follows:

                                    Name                 Nationality
                         ----------------------------   -------------
                         Rene E. Cristobal              Filipino
                         Carlos A. Fernandez            Filipino
                         Dativa C. Dimaano-Sangalang    Filipino
                         Arthur Leonard Taylor          Canadian
                         Herbert John Wilson            Canadian

              C.       Authorized capital

                       The authorized capital stock of the corporation
                       is five million pesos in lawful money of the
                       Republic of the Philippines, divided into five
                       thousand shares with the par value of one
                       thousand pesos per share.

              D.       Subscribers and issued capital

                       The subscribers to the capital stock and the
                       amounts paid-in to their subscriptions are as
                       follows:
<TABLE>
                                <S>                     <C>                  <C>                <C>
                                                      Number of
                                                       Shares               Amount             Amount
                               Name                  Subscribed           Subscribed           Paid
                       ---------------------      ----------------        ------------    ---------------
                       Rene E. Cristobal                       170  p          170,000  p         42,500
                       Carlos A. Fernandez                     150             150,000            37,500
                       Dativa C. Dimaano-
                          Sangalang                            180             180,000            45,000
</TABLE>



            See Accompanying Notes and Independent Auditors' Reports.

                                       30
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 3 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                      Number of
                                                       Shares               Amount            Amount
                              Name                   Subscribed           Subscribed           Paid
                       ---------------------      ------------------   ------------------  ----------------
                             <S>                          <C>                  <C>                 <C>
                       Laurie G. Maranda                           1               1,000             1,000
                       Robert George Muscroft                      1               1,000             1,000
                       Arthur Leonard Taylor                       1               1,000             1,000
                       Herbert John Wilson                         1               1,000             1,000
                       Fenway International Inc.               4,496           4,496,000          4,496,000
                                                  ------------------   ------------------  ----------------

                                                               5,000   p       5,000,000  p       4,625,000
                                                  ==================   ==================  ================
</TABLE>

              E.       Foreign Investments Act of 1991

                       The Company has applied to do business under
                       the Foreign Investments Act of 1991, as amended
                       by RA8179, with 90% foreign equity, with the
                       intention to operate an export enterprise with
                       the primary purpose of cement manufacturing.

              F.       Lease with Palcan Cement Corporation

                       1.  The term of the lease is for five years
                           commencing on April 1, 2001 and expiring on
                           March 31, 2006. As of December 31, 2001,
                           they have not moved into the building or
                           commenced the lease. They will move into
                           the premises once they obtain their bridge
                           loan financing.
                       2.  Gross monthly rentals are $1,918 USD net of
                           a 10% VAT with a 5% increase in the third
                           year until the expiration of the term of
                           the lease.
                       3.  A security deposit of $6,330 USD payable
                           upon signing the lease contract.
                       4.  A deposit of three months rentals $6,330
                           USD, which will be adjusted yearly based on
                           the value of the money of the rental.

              Future   minimum lease rentals in USD are as follows:

                           December 31, 2002        $     23,016
                           December 31, 2003              23,016
                           December 31, 2004              23,016
                           December 31, 2005              23,016
                           December 31, 2006               7,672
                                                    ------------
                                                    $     99,736
                                                    ============

            See Accompanying Notes and Independent Auditors' Reports.

                                       31
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 4 INVESTMENT IN THE REPUBLIC OF PHILIPPINES -  CONSORTIUM AGREEMENT

              By letter amendment agreement dated April 30, 1997, all prior
              agreements between Fenway and Central Palawan Mining and
              Industrial Corporation ("CPMIC"), Palawan Star Mining Ventures
              Inc. ("Palawan Star") and Pyramid Hill Mining and Industrial Corp.
              ("Pyramid Hill"), were amended in accordance with the terms and
              amendments below:

              A.       Reference and Interpretation

                       CPMIC, Palawan Star and Pyramid Hill shall be
                       collectively referred to as the "Consortium".

              B.       Joint Venture Mining Company ("JVMC")

                       I.      A Joint Venture Mining Company shall be
                               established.

                       II.     Neither the Consortium nor each member of the
                               Consortium shall have any equity interest in the
                               JVMC and each member assigns and waives all right
                               to own and subscribe to the shares of the JVMC.

                       III.    10% equity interest in the JVMC.

                       IV.     Royalty payments applicable to raw material
                               quarried or mined from property belonging
                               individually to CPMIC, Palawan Star and Pyramid
                               Hill will be waived and surrendered by each
                               member of the Consortium in favor of the
                               Consortium.

                       V.      The properties, consisting of mining claims, the
                               MPSA, and the ECC and all rights, title and
                               interest thereto shall be transferred by each
                               member of the Consortium to the JVMC.

              C.       Advances in Relation to the Joint Venture Mining Company

                       I.      In consideration of the amendments in the letter
                               amendment agreement, Fenway shall, upon signing,
                               pay the Consortium US $100,000 as an advance
                               maintenance payment which shall be deducted from
                               the royalties payable to the Consortium.

                       II.     JVMC is to advance US $100,000 to each member of
                               the Consortium per year payable prorata in
                               quarterly payments as advance royalty payments to
                               be deducted from the royalties of $0.35 per ton
                               of raw material used in the manufacture of cement
                               from the properties. Advance royalty payments
                               shall cease upon commencement of commercial
                               production of any one of the properties of the
                               Consortium.



            See Accompanying Notes and Independent Auditors' Reports.

                                       32
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 4 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT
(CONTINUED)

              D.       Joint Venture Cement Manufacturing Company ("JVCC")

                       A joint venture cement manufacturing company
                       will be formed for the development of the
                       Palawan Cement Project for the manufacturing of
                       cement and related cement products.

              E.       Equity Interest

                       10% equity interest in the JVCC .

              F.       Conditions Precedent to this Agreement

                       Receipt of an Environmental Compliance
                       Certificate ("ECC") and a Mineral Production
                       Sharing Agreement ("MPSA") shall be conditions
                       precedent to the establishment of JVMC and
                       JVCC, and accordingly the production funding
                       deadline of June 30, 1997 will be extended and
                       the right to purchase 10% of Fenway's interest
                       is waived.

              G.       Share Options and Warrants

                       I.      The Consortium members will have options to
                               purchase Fenway shares, subject to regulatory
                               approvals, as follows:
<TABLE>
<CAPTION>
                                      <S>                                  <C>                <C>
                                           CPMIC                      PALAWAN STAR         PYRAMID HILL
                                -------------------------------       ------------    -----------------
                                Nine hundred thousand shares     1 million shares          4 million shares
                                @ CDN $2.00/sh                   @ CDN $4.00/sh@ CDN $2.00/sh
                                with 1:1 warrant                 1 million shares
                                @ CDN $3.00/sh                   @ CDN $5.00/sh
                                exercisable at any time          exercisable at any time
</TABLE>

                       II.     The common conditions governing both Stock
                               Options and Warrants in G(I), above, are as
                               follows:

                                a.  The timing of the release of the
                                    shares is subject to the release
                                    of the senior financing or
                                    funding.

                                b.  They are exercisable only upon
                                    receipt of the Production Funds.

                                c.  The terms and payment are to be
                                    determined in a separate agreement
                                    to be entered into between and
                                    among Fenway and the individual
                                    members of the Consortium.



            See Accompanying Notes and Independent Auditors' Reports.

                                       33
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 4 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT
(CONTINUED)

                       III.    Subject to the approval by the relevant
                               Securities Regulatory Authorities, it is
                               expressly understood that the stock options and
                               warrants referred to above may not be exercised
                               by the Consortium until such time as Fenway has
                               received the Acceptable Funding Commitment,
                               provided however, that Fenway may issue at any
                               time all or a portion of the warrants and
                               Consortium may exercise at any time the warrants
                               in the event the issued and outstanding share
                               capital of Fenway is increased in order to
                               facilitate and/or meet the financing requirements
                               to undertake the Palawan Cement Project.

NOTE 5 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - OPTION AGREEMENT - NEGOR RR
CEMENT PROJECT

              On July 16, 1998, the Company entered into an option agreement
              with Negor RR Cement Corporation, a Philippines corporation, for
              the purpose of forming and operating a mining and cement
              manufacturing company.

              The following are the details of the option agreement:

              A.       For a period of four (4) years following the date of
                       acceptance by the Company of a commercial feasibility
                       study and report for the project, which study and report
                       are sufficient to enable the Company to obtain any and
                       all funds necessary or appropriate to finance the
                       development and operation of the project, that number of
                       shares of the Company's $.001 par value common stock
                       equal to the lesser of (a) two million (2,000,000) such
                       shares, or (b) equal to ten percent (10%) of the then
                       issued and outstanding shares of that common stock, at a
                       purchase price of five United States Dollars ($5.00) per
                       share.

              B.       The manufacturing company shall prepare, sign and deliver
                       to Negor RR any and all documents and other instruments
                       necessary or appropriate to vest in Negor RR a free,
                       carried ownership interest in the manufacturing company
                       equal to ten percent (10%). As a result of such ownership
                       interest, Negor RR shall be entitled to have allocated to
                       it ten percent (10%) of the net profits, losses and
                       credits of the manufacturing company.

              C.       The manufacturing company shall prepare, sign and
                       deliver, to the Company any and all documents and other
                       instruments necessary or appropriate to vest in the
                       Company an ownership interest in the manufacturing
                       company equal to ninety percent (90%). As a result of
                       such ownership interest, the Company shall be entitled to
                       have allocated to it ninety percent (90%) of the net
                       profits, losses and credits of the manufacturing company.

            See Accompanying Notes and Independent Auditors' Reports.

                                       34
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 5                 INVESTMENT IN THE REPUBLIC OF PHILIPPINES -
                       OPTION AGREEMENT - NEGOR RR CEMENT PROJECT (CONTINUED)

              D.       The mining company shall prepare, sign and deliver to
                       Negor RR any and all documents and other instruments
                       necessary or appropriate to vest in Negor RR an ownership
                       interest in the mining company equal to forty percent
                       (40%). As a result of such ownership interest, Negor RR
                       shall be entitled to have allocated to it forty percent
                       (40%) of the net profits, losses and credits of the
                       mining company.

              E.       The mining company shall prepare, sign and deliver to the
                       Company any and all documents and other instruments
                       necessary or appropriate to vest in the Company an
                       ownership interest in the mining company equal to forty
                       percent (40%). As a result of such ownership interest,
                       the Company shall be entitled to have allocated to it
                       forty percent (40%) of the net profits, losses and
                       credits of the mining company.

              F.       The mining company shall prepare, sign and deliver to one
                       or more third party investors any and all documents and
                       other instruments necessary or appropriate to vest
                       collectively in those third party investors an ownership
                       interest in the mining company equal to twenty percent
                       (20%). As a result of such ownership interest, those
                       third party investors shall be entitled to have allocated
                       to it twenty percent (20%) of the net profits, losses and
                       credits of the mining company.

              G.       Payment obligations $50,000 at date of signing of the
                       agreement $50,000 no later than September 30, 1998 (Both
                       payments were made)

                       At such time as all feasibility studies and similar
                       studies and reports are completed which are necessary or
                       appropriate for the construction and operation of the
                       manufacturing facilities and which will be required prior
                       to the receipt of the funds required to finance
                       construction of the manufacturing facilities, which funds
                       may be contributions to capital and proceeds from one or
                       more borrowing transactions, or either of them, the
                       manufacturing company shall pay to Negor RR one million
                       United States Dollars ($1,000,000.00). In connection with
                       any and all such borrowing transactions, the acquired
                       claims may be utilized as collateral or otherwise be
                       pledged to enhance the credit of the borrower.

NOTE 6 PROPERTY AND EQUIPMENT

              The components of the property and equipment are as follows:


                       Office equipment                        $        6,427
                       Computers                                        5,360
                                                               --------------
                                Total cost                             11,787

                       Less accumulated depreciation                    8,911
                                                               --------------
                                Total property and equipment   $        2,876
                                                               ==============



            See Accompanying Notes and Independent Auditors' Reports.

                                       35
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 6 PROPERTY AND EQUIPMENT (CONTINUED)

              Depreciation expense for the years ended December 31, 2001 and
              2000 amounted to $919 and $1,235, respectively.

NOTE 7 INCOME TAXES

<TABLE>
<CAPTION>
                                                                         December 31,        December 31,
                                                                             2001               2000
                                                                    ------------------    ----------------
                     <S>                                                      <C>                 <C>
              (Loss) before income taxes                            $        ( 561,475)   $      ( 661,610)
                                                                    ------------------    ----------------

              The provision for income taxes is estimated as follows:
                       Currently payable                            $                0    $              0
                                                                    ------------------    ----------------
                       Deferred                                     $                0    $              0
                                                                    ------------------    ----------------
              A reconciliation of the provision for income taxes
                compared with the amounts at the Federal Statutory and
                Foreign Income Tax Rates is as follows:
                       Tax at Federal Statutory
                          Income Tax Rates                          $                0    $              0
                                                                    ------------------    ----------------
                       Tax at Foreign Income Tax Rates              $                0    $              0
                                                                     ------------------    ----------------
              Deferred income tax assets and liabilities reflect the
                impact of temporary differences between amounts of
                assets and liabilities for financial reporting
                purposes and the basis of such assets and liabilities
                as measured by tax laws.

                       The net deferred tax asset is:               $                0    $              0
                                                                    ------------------  ------------------
                       The net deferred tax liability is:           $                0    $              0
                                                                    ------------------  ------------------
              Temporary differences and carry forwards that give rise
                to deferred tax assets and liabilities include the
                following:
                                                                                Deferred Tax at
                                                                               December 31, 2001
                                                                    --------------------------------------
                                                                            Assets              Liabilitie
                                                                    --------------------  ----------------
                       Net operating losses                         $          559,300    $              0

                       Valuation allowance                                     559,300                   0
                                                                    --------------------  ----------------
                       Total deferred taxes                         $                0    $              0
                                                                    ====================  ================
</TABLE>




            See Accompanying Notes and Independent Auditors' Reports.

                                       36
<PAGE>

                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 7 INCOME TAXES (CONTINUED)

              A reconciliation of the valuation allowance is as follows:

                                                                  December 31,
                                                                     2001
                                                             ------------------

                       Balance, beginning of year            $          310,200

                       Addition for the year                            249,100
                                                             ------------------
                       Balance, end of year                  $          559,300
                                                             ==================

NOTE 8 NET OPERATING LOSS CARRYFORWARDS


              The Company has the following net operating loss carryforwards:

                     Tax Year                Amount          Expiration date
                ----------------      ----------------      -----------------
                December 31, 1987     $          3,600      December 31, 2001
                December 31, 1998              370,360      December 31, 2018
                December 31, 1999              640,216      December 31, 2019
                December 31, 2000              661,611      December 31, 2020
                December 31, 2001              561,475      December 31, 2021
                                      ----------------
                                      $      2,237,262
                                      ================

NOTE 9 ACCOUNTS PAYABLE

              The components of accounts payable are as follows:

                                                                    2001
                                                               ---------------
                Unrelated                                      $       164,027
                Related                                                290,557
                                                               ---------------

                    Total                                      $       454,584
                                                               ===============

NOTE 10 SHORT-TERM NOTES AND LOANS PAYABLE

                Related parties
                                                                  December 31,
                                                                     2001
                                                               ---------------
                Unsecured, 12% note dated June 3, 1998
                for $150,000 Canadian dollars.  There is
                no due date on the note.                       $      94,275




            See Accompanying Notes and Independent Auditors' Reports.

                                       37
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 10 SHORT-TERM NOTES AND LOANS PAYABLE (CONTINUED)

<TABLE>
<CAPTION>
                                    <S>                                         <C>
                                                                             December 31,
                                                                                 2001
                                                                           --------------
              Unsecured, 12% note dated September 28,
              1998 for $50,000 Canadian dollars.  There
              is no due date on the note.                                  $       31,425

              Eight unsecured loans dated between July 2000 and
              August 1, 2001 for $22,000, $120, $1,000, $4,000,
              $2,000, $400 and $500 Canadian dollars and $12,000
              United States dollars. The loans earn interest at
              10% and there are no due dates
              on these loans.                                                      30,868

              Four unsecured loans dated between September 14,
              2000 and February 26, 2001 for $6,000 Canadian
              dollars, which earn interest at 12% and $5,000,
              $4,000 and $2,000 Canadian dollars, which earn
              interest at 10%. There are no due
              dates on these loans.                                                10,684

              Two unsecured notes dated October 18, 2000 and
              December 19, 2000 for $25,000 and $50,000 United
              States dollars. The loans bear interest at 10% and
              are due on April 18, 2001. The lender received
              3,334 shares of common stock of the Company plus
              two year warrants to acquire
              25,000 shares of the Company stock at $1.75.                         75,000

              Unsecured, 10% loan dated December 12, 2000
              for $2,000 Canadian dollars.  There is no due
              date on the loan.                                                     1,257

              Unsecured, 10% loan dated December 22, 2000
              for $25,000 Canadian dollars.  There is no due
              date on the loan.                                                    15,712

              Unsecured, 12% loan dated March 12, 2001 for
              $25,000 United States dollars.  There is no due
              date on the loan.                                                    25,000
</TABLE>




            See Accompanying Notes and Independent Auditors' Reports.

                                       38
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 10                 SHORT-TERM NOTES AND LOANS PAYABLE (CONTINUED)

<TABLE>
<CAPTION>
                                      <S>                                                                       <C>
                                                                                                            December 31,
                                                                                                               2001
                                                                                                        -----------------
              Unsecured, 20% loan dated October 30, 2001 for $2,000 United
              States dollars. Unsecured 20% loan dated December 13, 2001 for
              $1,000 United States dollars. The loans are due in 90 days from
              the loan date. Further terms extended for three month with
              interest at 40% and maturing in six months. If the Company fails
              to pay the obligation the Company must deliver shares valued at
              $.15 United States dollars per share for the total amount of
              principal and interest.                                                                   $         3,000

              Unrelated parties

              Unsecured, 12% loan dated November 19, 1999 for $25,000 United
              States dollars. The note does not have a due date.                                                 25,000

              Unsecured 8.51% note dated July 4, 2000 for $10,000 Canadian
              dollars. There is a transaction fee of 10% ($1,000 Canadian
              dollars). The loan does not have a due date.                                                        6,913

              Unsecured, 15% loan dated April 27, 2001 for $45,000 Canadian
              dollars. The loan does not have a due date.                                                        33,939

              Unsecured, 10% loan dated August 1, 2001 for $5,000 United States
              dollars. A share bonus of 10% ($500 United States dollars) is
              included in the loan balance. The lender received 2,500 warrants
              for two years exer-cisable at $.75 United States dollars per share.                                 5,500

              Unsecured 10% loan dated November 15, 2001 for $3,000 United
              States dollars. The loan does not have a due date.                                                  3,000
</TABLE>





            See Accompanying Notes and Independent Auditors' Reports.

                                       39
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 10 SHORT-TERM NOTES AND LOANS PAYABLE (CONTINUED)

<TABLE>
<CAPTION>
                                   <S>                                                                         <C>
                                                                                                          December 31,
                                                                                                              2001
                                                                                                        -----------------
              Unsecured 20% loan dated December 20, 2001 for $5,000 Canadian
              dollars. If the loan is repaid on or before March 20, 2002, a cash
              bonus of 20% of the principal ($1,000 Canadian dollars) is due. If
              the loan is repaid after March 20, 2002, a bonus of 20% of the
              principal amount to be taken in cash or Fenwayshares at $.15
              Canadian dollars per share at lender's option.                                            $         3,142
                                                                                                        -----------------
                                                                                                        $       364,715
                                                                                                        =================
</TABLE>

NOTE 11 STOCK OPTIONS

              The Company has stock options outstanding at December 31, 2001 as
              follows:

                          Number of          Exercise            Expiration
                           Shares             Price                 Date
                     ----------------   -----------------   ------------------
                            3,416,926       US $3.00              July 4, 2004
                              400,000       US $3.00             July 31, 2004
                              350,000       US $1.75        September 28, 2002
                               25,000       US $1.75          October 20, 2002
                              200,000       US $3.00          December 1, 2004
                               25,000       US $1.75           January 8, 2003
                              200,000       US $3.00            August 1, 2004
                     ----------------   -----------------
                            4,616,926
                     ================

              At December 31, 2001 the Company had a stock-based compensation
              plan under which options were granted to employees and outside
              directors. The Company measures the compensation cost for these
              plans using the intrinsic value method of accounting prescribed by
              APB Opinion No. 25 (Accounting for Stock Issued to Employees).
              Given the terms of the Company's plans, no compensation cost has
              been recognized for its stock option plan.





            See Accompanying Notes and Independent Auditors' Reports.

                                       40
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 11 STOCK OPTIONS (CONTINUED)

              The Company's reported net (loss) and (loss) per share would have
              been increased had compensation costs for the Company's
              stock-based compensation plan been determined using the fair value
              method of accounting as set forth in SFAS No. 123 (Accounting for
              Stock-based Compensation). For purposes of estimating the fair
              value disclosures below, the fair value of each stock option has
              been estimated on the grant date using the Black-Scholes
              option-pricing model with the following assumptions: dividend
              yield of 0%; expected volatility of 50%; risk-free interest rate
              of between 6.288% and 5.966%: and expected lives of five to seven
              years.

              Had compensation costs for the Company's plan been determined
              based on the fair value at the grant date consistent with the
              method of FASB Statement 123, the Company's net (loss) and (loss)
              per share at December 31, 2001 would have been as indicated below:

<TABLE>
<CAPTION>
                                                        December 31, 2001                December 31, 2000
                                                    -----------------------         ---------------------------
                                                    As Reported    Pro Forma        As Reported       Pro Forma
                                                    -----------    ---------        -----------       ---------
                        <S>                            <C>            <C>              <C>              <C>
                   Net (loss)                    $   (561,475)   $   (706,613)    $   (661,610)     $  (835,070)

                   (Loss) per share attribute-
                      able to common stock$             ( .03)          ( .03)    $      ( .03)     $     ( .04)

              A summary of the all options is as follows:

                   Balance at beginning of year     4,341,926                        4,016,926
                   Options issued                     275,000                          525,000
                   Options exercised                        0                                0
                   Options canceled                         0                         (200,000)
                                                ---------------                     -----------

                   Balance at end of year           4,616,926                        4,341,926
                                                ===============                     ===========
</TABLE>
              Information regarding stock options outstanding as of December 31
              is as follows:

<TABLE>
<CAPTION>
                    <S>                                     <C>                      <C>
                                                           2001                    2000
                                                   --------------------    --------------------
              Price range                              $.50 - $3.00            $1.75 - $3.00

              Weighted average exercise price              $3.00                   $2.91
              Weighted average remaining
                 contractual life                    2 years, 7 months       3 years, 9 months
</TABLE>



            See Accompanying Notes and Independent Auditors' Reports.

                                       41
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 12 STOCK WARRANTS

              The following warrants are outstanding and applicable to
              investment in projects in Republic of the Philippines:

              Warrants outstanding as of December 31, 2001.

                      45,750    Shares at a price of Canadian $5.50 per share if
                                exercised on or before December 5, 2002
                      25,250    Shares at a price of Canadian $5.50 per share if
                                exercised on or before February 25, 2002
                      28,901    Shares at a price of Canadian $5.50 per share if
                                exercised on or before May 29, 2002
                      25,000    Shares at a price of Canadian $5.50 per share if
                                exercised on or before June 2, 2002
                      27,000    Shares at a price of Canadian $5.50 per share if
                                exercised on or before June 6, 2002
                      2,128     Shares at a price of United States $4.00 per
                                share if exercised on or before October 26, 2002
                      670       Shares at a price of United States $4.00 per
                                share if exercised on or before October 26, 2002
                      65,000    Shares at a price of United States $4.00 per
                                share if exercised on or before June 10, 2002
                      32,000    Shares at a price of United States $4.00 per
                                share if exercised on or before November 2, 2002
                      25,000    Shares at a price of United States $3.00 per
                                share if exercised on or before November 9, 2002
                      3,000     Shares at a price of United States $3.00 per
                                share if exercised on or before November 9, 2002
                      7,000     Shares at a price of United States $3.00 per
                                share if exercised on or before December 3, 2002
                      11,112    Shares at a price of United States $3.00 per
                                share if exercised on or before December 13,
                                2002
                      228,000   Shares at a price of United States $3.00 per
                                share if exercised on or before March 6, 2002
                      100,000   Shares at a price of United States $3.00 per
                                share if exercised on or before May 29, 2002
                      10,000    Shares at a price of Canadian $5.50 per share if
                                exercised on or before December 5, 2002
                      2,500     Shares at a price of United States $0.75 per
                                share if exercised on or before September 30,
                                2003
                      40,000    Shares at a price of United States $0.50 per
                                share if exercised on or before July 26, 2003



            See Accompanying Notes and Independent Auditors' Reports.

                                       42
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 12 STOCK WARRANTS (CONTINUED)

                      7,000     Shares at a price of United States $0.50 per
                                share if exercised on or before July 27, 2003
                      3,980     Shares at a price of United States $0.50 per
                                share if exercised on or before July 31, 2003
                      5,000     Shares at a price of United States $0.50 per
                                share if exercised on or before August 8, 2003
                      10,000    Shares at a price of United States $0.75 per
                                share if exercised on or before August 14, 2003
                      100,000   Shares at a price of United States $0.75 per
                                share if exercised on or before August 22, 2003
                      804,291

NOTE 13 INTEREST EXPENSE

              The Company incurred interest expense of $33,976 and $18,626 for
              the years ended December 31, 2001 and 2000, respectively.

NOTE 14 OPERATING LEASES

              The Company is leasing office facilities in Vancouver, British
              Columbia, Canada and Manila, Philippines as follows:

              Manila - See Note 3 investment in Palcan Mining and Cement
              Corporation

              Vancouver
                    3 year lease commencing March 1, 2001 Monthly rental of
                   $1,173 (Canadian dollars) plus occupancy costs

              Future minimum lease payments, in Canadian dollars, are as
              follows:

                     December 31, 2002                        $          14,079
                     December 31, 2003                                   14,079
                     December 31, 2004                                    2,347
                                                               ----------------
                                                              $          30,505
                                                               ================

              Rent expense for the years ended December 31, 2001 and 2000 was
              $39,964 and $39,511, respectively.






            See Accompanying Notes and Independent Auditors' Reports.

                                       43
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 15 CONTINGENT EMPLOYMENT CONTRACTS

              The Company is in the process of renegotiating certain employment
              contracts that expired on August 31, 2000 and became effective
              only in the event of an unfriendly or hostile take over.

NOTE 16 GOING CONCERN

              These financial statements are presented on the basis that the
              Company is a going concern. Going concern contemplates the
              realization of assets and the satisfaction of liabilities in the
              normal course of business over a reasonable length of time. The
              Company has a deficit working capital, has incurred development
              losses of $2,256,357 from inception and needs financing to develop
              the cement operations. These factors raise substantial doubt as to
              the Company's ability to continue as a going concern.

              Management of the Company has received a commitment for bridge
              financing (see Note 17) for the initial development of the cement
              operations. The ability of the Company to continue as a going
              concern is dependent upon the receipt of the bridge financing and
              future long range development financing. The financial statements
              do not include any adjustments that might be necessary if the
              Company is unable to continue as a going concern.

NOTE 17 BRIDGE LOAN AGREEMENT

              On October 26, 2000, the Company received a commitment for a
              bridge loan from Heathrow Financial Holdings, Ltd. Heathrow agreed
              to advance the Company up to $6,000,000 for a period of 547 days
              (or 18 months) at an interest rate of 7.25%.

              Upon the receipt of funds, the Company will pay a fee to Heathrow
              of 15% of the amount of the loan.

              The Company will secure the loan with 1,000,000 shares of its
              capital stock. The loan has not been funded as of the date of this
              report.

NOTE 18 SUBSEQUENT EVENTS

              The Company issued the following shares of common stock:

                  January 8, 2002 - 300,000 shares for $60,000 plus warrants to
                  acquire 300,000 shares at $.35. The warrants expire on January
                  8, 2003

                  March 28, 2002 - 30,000 shares for $9,000 plus 30,000 warrants
                  to acquire 30,000 shares at $.50. The warrants expire on March
                  28, 2004.


                                       44
<PAGE>


            See Accompanying Notes and Independent Auditors' Reports.
Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with the Company's accountants
since our formation required to be disclosed pursuant to Item 304 of Regulation
S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives. However, we cannot guaranty that each executive will remain with us
during or after the term of his or her employment agreement. In addition, our
success depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. All of
our officers and directors will hold office until their resignation or removal.

Our directors and principal executive officers are as specified on the following
table:

============================= ============ ===================================
Name                              Age      Position
----------------------------- ------------ -----------------------------------
Herbert John Wilson               61       President, Director
----------------------------- ------------ -----------------------------------
Arthur Leonard Taylor             72       Secretary, Vice President, Director
----------------------------- ------------ -----------------------------------
Robert George Muscroft            73       Vice President, Director
----------------------------- ------------ -----------------------------------
Rene Cristobel                    66       Director
----------------------------- ------------ -----------------------------------
Carlos A. Fernandez               61       Director
============================= ============ ===================================


Herbert John Wilson is our President and one of our directors. Mr. Wilson
graduated from the University of British Columbia in 1962 with a Bachelor of
Science degree in Agriculture. Beginning in 1962, Mr. Wilson worked for the
Government of Canada Soil Survey Division as an assistant Soil Surveyor and
Chemist. In 1963, Mr. Wilson accepted a position with MacMillan Bloedel Ltd.,
Port Alberni Pulp and Paper Division, as an Industrial Chemist. In 1964, Mr.
Wilson enrolled in the graduate studies program at the University of British
Columbia, where he studied soil science and plant physiology. From 1965 to 1973,
Mr. Wilson was employed by Placer Development Ltd., as the Chief Geochemist. In
1973, Mr. Wilson began working for Hallmark Resources Ltd. and Ramm Venture
Corporation as Chairperson and Managing Director, respectively. He was also the
mine manager for Hallmark's quarry and gold prospect at Bullhead City, Arizona
and Cronin Mine at Smithers in British Columbia. Mr. Wilson became President and
a director of Ramm Venture Corporation in 1987 and was responsible for
acquisition and development of silver, zinc and copper prospects at Houston and
British Columbia. Mr. Wilson was the Chief Executive Officer and a director of
Fenway Resources Ltd., a British Columbia corporation, from June 1, 1990, until
June 10, 1998 when Fenway Resources Ltd., a British Columbia corporation, was
domesticated in the State of Delaware as a Delaware corporation. Mr. Wilson iss
the Chief Executive Officer and a director of Fenway Resources Ltd., a Delaware
corporation, whose assets were acquired by the Company in August 1998.


                                       45
<PAGE>


Arthur Leonard Taylor is our Secretary, a Vice President and one of our
directors. In 1952, Mr. Taylor became a Chartered Accountant in the Province of
British Columbia with Price Waterhouse. In 1954, he enrolled in the Executive
Development Program at the University of British Columbia. From 1952 to 1957,
Mr. Taylor worked as a Staff Accountant with Scott Paper Inc. in Philadelphia.
He then became the Senior Financial Analyst for MacMillan Bloedel. In 1960, Mr.
Taylor became the Vice President of Operations for McDonald's Drive-In
Restaurants. From 1963 to 1971, Mr. Taylor was the Executive Vice President and
General Manager of Burke's World-Wide Travel Ltd. From 1973 to 1981, he worked
for Global Travel Computer Ltd., as Vice President. In 1981, Mr. Taylor accepted
a position as a Consultant for Ramm Venture Corporation and Hallmark Resources
Inc. In 1983, he became Vice President and Director of Franchising for Marlin
Travel in Vancouver, British Columbia. Mr. Taylor was the President of Alliance
of Canadian Travel Associations from 1991 to 1992, then became President of the
Universal Federation of Travel Agents Association. Mr. Taylor was the Secretary,
a Vice President and a director of Fenway Resources Ltd., a British Columbia
corporation, from February 10, 1992 until June 10, 1998 when Fenway Resources
Ltd., a British Columbia corporation, was domesticated in the State of Delaware
as a Delaware corporation. Mr. Taylor was the Secretary and a director of Fenway
Resources Ltd., a Delaware corporation, whose assets were acquired by the
Company in August 1998. Mr. Taylor is currently the President of Ramm Venture
Corporation.

Robert George Muscroft is our Vice President and one of our directors. Mr.
Muscroft holds a Bachelor of Science degree in Mining Engineering from the
University of Toronto. Mr. Muscroft currently holds professional affiliations
with the Association of Professional Engineers in British Columbia, the
Association of Professional Engineers in Ontario and the Canadian Institute of
Mining and Metallurgy. Mr. Muscroft worked for Steep Rock Iron Mines in 1953 as
a Junior Engineer. In 1954, he became the Shift Boss for United Keno Hill Mines
in the Yukon Territory. In 1968, he accepted a position as Project Manager of
Cerro's Pine Bay Mine in Flin Flon, Manitoba. From there, he became the General
Superintendent of Patino's Copper Rand Mine in 1969. From 1970 to 1975, he
managed the Manitou Barvue Mines and from 1975 to 1977 he managed Kerr Addison's
Agnew Lake Mine. From 1978 to 1979, Mr. Muscroft worked as Project Engineer for
Ontario Hydro. From 1979 to 1982, he was the Senior Project Engineer for Placer
Development Corporation. In 1982, he accepted a position as the Senior Mining
Engineer for the Government of the Northwest Territories. From 1984 to 1995, Mr.
Muscroft worked as an Independent Consulting Engineer for Fenway Resources Ltd.,
a British Columbia corporation. He also later assumed a position as a director
of that corporation on September 6, 1991.

Rene E. Cristobel is one of our directors. Mr. Cristobel graduated from the
University of the East with a Bachelor of Science in Business Administration. He
later earned a Master of Arts in Economics at the University of the East
Graduate School in 1957. Mr. Cristobel is the current President of Trans-Orient
Overseas Contractors, Inc. as well as current President of Manpower Resources of
Asia, Inc., and Sealanes Marine Services, Inc. He is the vice president and
founder of the Philippine Association of Manpower Agencies. He is also a
director of Overseas Contractors Association of the Philippines and a member of
the Philippine Association of Service Exporters, Inc. Mr. Cristobel is the
Chairman of the Manpower Services Committee of the Philippine Chamber of
Commerce and Industry. Mr. Cristobel currently serves as Governor of the
Employers' Confederation of the Philippines and vice president of the Employment
and Sustainable Development Division. He is the current vice chairman of the
Bagong Bayani Foundation, Inc. Mr. Cristobel was honored by the POEA as the "Top
Performance Awardee" for 1984, 1985, and 1986 and his name currently resides in
that organization's Hall of Fame. Moreover, he was honored by Central Bank as
the "Top Foreign Exchange Earner Awardee" in 1984. Mr. Cristobel is also active
in the International Labor Organization ("ILO") and non-government organizations
in labor migration. As such, he has been not only a participant but also a
consultant in the following symposiums sponsored by the ILO: Intercountry
Programme on Overseas Employment Administration Training in Manila;
Standardization of Job Classification for Overseas Employment; Labour Migration
in Bangkok; Return Migration in Pakistan; Employers' Confederation of the
Philippines in Geneva; Rehabilitation of Sri Lankan Returnees of the Kuwait War
in Sri Lanka; and Association of General Contractors of Finland. He became a
director of Fenway Resources Ltd., a British Columbia corporation, on October 8,
1997.

Carlos A. Fernandez is one of our directors. Dr. Fernandez earned a Bachelor of
Political Science, History and Government from the Philippine Normal College in
1960 and a Master of Arts in Anthropology and Sociology from Ateneo de Manila in
1967. In 1969, he enrolled in the University of California and graduated in 1969


                                       46
<PAGE>


with a Master of Arts in Social Anthropology. Dr. Fernandez completed his
doctoral studies in 1974 in Social Anthropology. He then received a Master of
Science in Rural Policy and Regional Planning from the Institute of Social
Studies, The Hague, Netherlands. His fellowships for post graduate work include:
Small Holder Agriculture and Food Security, University of Paris, Sorbonne, 1996;
Rural Policy of the Year 2000, Land Reform Training Institute, Taiwan 1993;
Highland Agricultural Policy and Plans, International Center for Mountain
Development, Nepal 1990; Managing Farming Systems Research, University of
Florida 1989; Museology, City Museum of Venice (1978); and Mexico Museum of
Anthropology, 1986. In addition to the above, Dr. Fernandez has chaired numerous
committees on agricultural and development programs including: 1996 Planning
Adviser for the Livelihood Components Banati Say Conservation and Rehabilitation
Joint Project of 3 Municipalities of Iloilo; 1996 Chairman of the Oversight
Committee for the Mt. Apo National Park And Interagency Technical Study and
Policy Team of Mt. Apo National Park, organized by the Southern Mindanao
Regional Agriculture Program, Davao City (1991-1996); 1996 Planning Adviser to
the Sarangani Provincial government Regional Museum for Culture and Natural
Heritage, Alabel, Sarangani Province; 1996 Planning and Social Development
Specialist Advisor for the Mangrove and Coastal Marine Ecosystem: The Case of
Bohol Small Island Ecosystem Project, European Union, Pitogo, Tagbilaran, Bohol;
and 1996 Planning Specialist/Advisor to the Mangrove Project Small Islands
Ecosystems Project-European Union, Guirnaras. Dr. Fernandez has written papers
on Anthropology and Sociology and on Rural and Regional Planning. He has
participated in and conducted numerous training and educational programs, mostly
in his specialties of agriculture, anthropology and rural planning. Dr.
Fernandez has been previously associated with various regional centers and
government departments (including an eight year tenure as Undersecretary to the
Department of Agriculture). He served in government for 25 years and represented
the Philippines as Chief of Mission in the ASEAN, UN-FAO and the Non-Aligned
Movement. Over the past year, Dr. Fernandez has taken an active role in
assisting both the Company and governmental agencies to provide food, seed,
fertilizer and hand tools to the tribes-people in the region of Southern
Palawan, particularly in the area where the Palawan Cement Project proponents
operate. He became a director of Fenway Resources Ltd., a Delaware corporation,
on January 22, 1998.

None of the above listed individuals share any familial relationship. Other than
the persons specified above, there are no significant employees expected by us
to make a significant contribution to our business. All our directors serve
until the next annual meeting of stockholders. Our executive officers are
appointed by our Board of Directors and serve at the discretion of the Board of
Directors.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any officer or director of the Company from engaging in or
continuing any conduct, practice or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any of the officers or directors of any corporation or
entity affiliated with the Company so enjoined.

Section 16(a) Beneficial Ownership Reporting Compliance. We do not presently
have knowledge as to whether all of our officers, directors, and principal
shareholders have filed all reports required to be filed by those persons on,
respectively, Form 3 (Initial Statement of Beneficial Ownership of Securities),
a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form
5 (Annual Statement of Beneficial Ownership of Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to the Company payable to
our president and other executive officers whose total annual salary and bonus
is anticipated to exceed $50,000 during the year ending December 31, 2001. Our
Board of Directors may adopt an incentive stock option plan for our executive
officers which would result in additional compensation.


                                       47
<PAGE>


<TABLE>
<CAPTION>
=========================================== ========= ================== ============ ======================= ====================
                                                                                           Other Annual             All Other
         Name and Principal Position          Year      Salary(CND$)      Bonus($)       Compensation($)         Compensation($)
                    <S>                       <C>           <C>              <C>                <C>                     <C>
------------------------------------------- --------- ------------------ ------------ ----------------------- --------------------
H. John Wilson, President                     2002       $150,000.00        None               None                    None
------------------------------------------- --------- ------------------ ------------ ----------------------- --------------------
A. Leonard Taylor, Secretary,                 2002       $120,000.00        None               None                    None
------------------------------------------- --------- ------------------ ------------ ----------------------- --------------------
Robert George Muscroft, Vice President        2002        $74,900.00        None               None                    None
=========================================== ========= ================== ============ ======================= ====================
</TABLE>

H. John Wilson's agreement commences on September 1, 1995, expires on August 31,
2000 and is renewable in 5-year periods.

A. Leonard Taylor's agreement commences on September 1, 1995, expires on August
31, 2000 and is renewable in 5-year periods.

Robert George Muscroft's agreement commences on February 1, 1996, expires on
August 31, 2000 and is renewable in 5-year periods.

Compensation of Directors.  For our most recently completed fiscal year:

    (a)  no compensation of any kind was accrued, owing or paid to any of our
         directors for acting in their capacity as such; and

    (b)  no arrangements of any kind existed with respect to the payment of
         compensation of any kind to any of our directors for acting in their
         capacity as such.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners. The following table
    specifies individuals or entities, other than directors and officers, who
    are beneficial owners of 5% or more of our issued and outstanding common
    stock:

<TABLE>
<CAPTION>
Title of Class        Name of Beneficial Owner               Amount of Beneficial Owner         Percent of Class
--------------        ------------------------               --------------------------         ----------------
    <S>                       <C>                                      <C>                            <C>
Common Stock          Fenway Resources Ltd., a Delaware      7,644,867 Shares                   38.2%
                      corporation
</TABLE>

(b) Security Ownership by Management. The following table specifies the amount
of our shares of common stock and the amount of options to purchase our shares
of common stock that each executive officer and director hold, rounded to the
nearest 1/10 of 1%.

<TABLE>
<CAPTION>
    <S>                                 <C>                            <C>                            <C>
Title of Class        Name of Beneficial Owner               Amount of Beneficial Owner          Percent of Class
--------------        ------------------------               --------------------------          ----------------

Common Stock          H. John Wilson, President              4,037 Shares                        *2.5%
Options to ***        and a Director                         495,963 Options
Purchase Common       574 Clearwater Way
Stock at $3.00        Coquitlam, B.C., V3C 5W3

Common Stock          A. Leonard Taylor                      4,037 Shares                        *2.5%
Options to ***        Chief Financial Officer,               495,963 Options
Purchase Common       Secretary and a Director
Stock at $3.00        63 Chadwick Road
                      R.R.#6, Site 19, C27
                      Gibsons, B.C. V0N 1V0
</TABLE>



                                       48
<PAGE>



<TABLE>
<CAPTION>
   <S>                               <C>                                    <C>                                   <C>
Options to ***                R. George Muscroft,                      300,000 Options                         *1.5%
Purchase Common               Vice President and Director
Stock at $3.00                13339 14A Avenue
                              Surrey, B.C. V4A 6H6

Options to ***                Rene Cristobel, Director                 200,000 Options                         *1.0%
Purchase Common               15 Sto. Domingo St.
Stock at $3.00                Urdaneta Village
                              Makati City, Philippines

Options to ***                Dr. Carlos A. Fernandez,                 200,000 Options                         *1.0%
Purchase Common               Director
Stock at $3.00                59 Caimito Road
                              Mapayapa Village
                              Quezon City, Philippines

Common Stock                  All officers and directors as a group    3,700,000                               *18.5%
</TABLE>

*   Percent of common stock held if all options are exercised.
**  Issued May 29, 1998, for a total consideration of $20,000.
*** All Options expire July 4, 2004, and are exercisable at any time at the
    discretion of the holder.

Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of our common stock
which may be acquired upon exercise of stock options or warrants which are
currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees. Subject to community
property laws, where applicable, the persons or entities named in the table
above have sole voting and investment power with respect to all shares of our
common stock indicated as beneficially owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in " control" as that term is defined by the provisions of Item 403(c) of
Regulation S-B.


Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Transactions with Promoters.

Not applicable.

Related Party Transactions. There have been no related party transactions which
would be required to be disclosed pursuant to Item 404 of Regulation S-B, except
for the following:

On or about August 10, 1998, we purchased the assets of Fenway Resources, Ltd.,
a British Columbia corporation, which had redomiciled to Delaware. Thereafter,
we issued 7,644,067 shares of our common stock for the assets acquired. It is
anticipated that Fenway Resources, Ltd. will wind up and dissolve and those
shares of our common stock will be distributed, pro rata, to the shareholders of
Fenway Resources, Ltd. at such time as the appropriate registration statement is
effective with the Securities and Exchange Commission.


                                       49
<PAGE>


Rene Cristobel, Carlos Fernandez, Laurie Maranda, R. George Muscroft, Milton
Schlesinger, A. Leonard Taylor, and H. John Wilson were directors of Fenway
Resources, Ltd. at the time of the acquisition, with A. Leonard Taylor serving
as the Secretary and Chief Financial Officer and H. John Wilson serving as the
President and Chief Executive Officer of Fenway Resources, Ltd.

The Option Agreement which we entered into with Negor Corporation, a Philippine
corporation, in which we hold a 90% equity interest, provides for, among other
things, payment of $50,000 at the date of signing that agreement and an
additional $50,000 payment no later than September 30, 1998, both of which
payments were made. Additional terms and conditions of the Option Agreement are
specified at Page 19 of this Registration Statement under the caption entitled
The Negros Project. Negor Corporation had no prior affiliations with us and does
not share any common management with us.

On February 1, 1996, we entered into employment agreements with R. George
Muscroft, a former director of Fenway Resources, Ltd. and a present officer and
director of the Company. Fenway Resources, Ltd.'s employment agreement with Mr.
Muscroft was assumed by us and provides for, among other things, a payment to
Mr. Muscroft of $3,250, payable quarterly. The employment agreement supersedes a
previous consulting agreement and is attached to our Amendment No.1 to Form
10-SB as exhibit 10.5.

Palcan Mining Corporation ("PMC"), was incorporated in the Republic of the
Philippines on August 13, 1998, and has several common directors with the
Company. Specifically, Herbert John Wilson, President of the Company, is an
incorporator and director of PMC. Arthur Leonard Taylor, Chief Financial
Officer, Secretary and a director of the Company, is an incorporator and
director of PMC. Rene E. Cristobel and Carlos A. Fernandez, directors of the
Company, are also incorporators and directors of PMC. Rene E. Cristobel is also
the President of PMC and owns 20% of the issued and outstanding shares of common
stock of PMC which will be voted in favor of the Company. Fenway Resources Ltd.
paid 398,000 Philippine Pesos for 398 shares of PMC which equals 39.8% of the
issued and outstanding shares of common stock of PMC.

The primary purpose of PMC is to hold the mineral claims of Central Palawan
Mining & Industrial Corp. ("CPMIC"), Palawan Star Mining Ventures Inc. ("PSMVI")
and Pyramid Hill Mining & Industrial Corp. ("PHMIC"), their respective Mineral
Production Sharing Agreements, Environmental Compliance Certificates, quarry
shale and limestone, and any other commercial minerals found on these claims.
Moreover, PMC shall buy, sell, exchange or otherwise produce and deal in all
kinds of minerals, as well as purchase, lease, option, locate or otherwise
acquire, own, exchange, sell, assign or contract out the property and the
operation of the property; or otherwise dispose of, pledge, mortgage, deed in
trust, hypothecate and deal in mining claims, land related to production from
the mining claims, timber lands, water, and water rights and other property,
both real and personal.

We lent $80,000 to CPMIC, PSMVI and PHMIC on September 6, 1995. This loan
accrues interest at 7% per annum from the date of signing until repaid in full.
The loan is repayable out of future royalty payments due to CPMIC after the
start-up of operations. The balance of the loan presently totals $ 97,307.

By a letter amendment agreement dated March 21, 1997, all prior agreements
between successors-in-interests to the Company and CPMIC, PSMVI, and PHMIC were
amended to provide, among other things, that (i) a Joint Venture Mining Company
("JVMC") would be established; (ii) CPMIC, PSMVI and PHMIC (collectively, the
"Consortium") would not have any equity interest in the JVMC, and each member
would sign and waive all right to own and subscribe to the shares of the JVMC;
(iii) 10% of the net profits of the JVMC would be paid to the Consortium as
consideration for the transfer of their respective interests in each of the
properties, including the mining claims; (iv) royalty payments applicable to raw
materials quarried or mined from property belonging individually to CPMIC, PSMVI
and PHMIC would be waived and surrendered by each member of the Consortium in
favor of the Consortium; and (v) the properties, consisting of mining claims,
the Mineral Production Sharing Agreement, the Environmental Compliance
Certificate, and all rights, title and interest thereto, would be transferred by
each member of the Consortium to the JVMC.


                                       50
<PAGE>


We have also agreed to pay the Consortium $100,000 as an advance payment which
will be deducted from the royalties payable to the Consortium. The agreement
also specifies that JVMC is to advance $100,000 to each member of the Consortium
each year, payable pro rata in quarterly payments, as advance royalty payments
to be deducted from the royalties of $0.35 per tonne of raw material used in the
manufacture of cement from the properties. Advance royalty payments shall cease
upon commencement of commercial production of any one of the properties of the
Consortium.

The agreement also specifies that a joint venture cement manufacturing company
("JVCC") will be formed for the development of the Palawan Cement Project to
manufacture cement and related cement products and that 10% interest in the net
profits of the JVCC shall be allocated to the Consortium from the interest of
the Company in the JVCC.

The agreement also specifies that the Consortium members will have options to
purchase shares of our common stock, subject to regulatory approvals and other
conditions, as follows:

<TABLE>
<CAPTION>
============================================== ============================================ ======================================
                    CPMIC                                         PSMVI                                        PHMIC
---------------------------------------------- -------------------------------------------- --------------------------------------
                    <S>                                             <C>                                      <C>
Nine hundred thousand shares @ CDN             1 million shares                             4 million shares
$2.00/share                                    @ CDN $4.00/share                            @ CDN $2.00/share
With 1:1 warrant                               1 million shares
@ CDN $3.00/share                              @ CDN $5.00/share
exercisable at any time                        exercisable at any time
============================================== ============================================ ======================================
</TABLE>
On or about May 27, 1998, we issued 2,000,000 shares of our $.001 par value
common stock to Raghbir Kahbra, a former director of the Company, for a total
consideration of $20,000.

Other than the transactions and proposed transactions between the Company and
PMC, PCC, CPMIC, PSMV, PHMI, Negor Corporation, NMC, NCC, JVMC and JVCC
disclosed herein, no significant future related party transactions are
contemplated at this time.

Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

Copies of the following documents are filed with this Registration Statement,
Form SB-2, as exhibits:

3.1               Corporate Charter of Nevada/Utah Gold Inc.
                  (Charter document)*

3.2               Bylaws of Nevada/Utah Gold Inc.
                  (Instrument defining the rights of
                  Security holders) *

3.3               Articles of Incorporation of
                  Nevada/Utah Gold Inc. (Charter document) *

3.4               Certificate of Amendment to the
                  Articles of Incorporation of
                  Nevada/Utah Gold Inc. authorizing
                  the name change (Charter document) *

3.5               Certificate of Amendment to the
                  Articles of Incorporation of
                  Fenway International Inc. authorizing
                  issuance of additional shares*


* Previously filed as exhibits to Registration Statement on Form 10-SB filed on
March 8, 1999.

(b) Reports on Form 8-K

None.




                                       51
<PAGE>



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                   Fenway International, Inc.,
                   a Nevada corporation


           By:     /s/ H. John Wilson                April 18, 2002
                   ---------------------------
                   H. John Wilson
           Its:    President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Fenway International, Inc.


/s/ A. Leonard Taylor                                April 18, 2002
------------------------------------
A. Leonard Taylor
Secretary, Vice President and Director


/s/ Robert George Muscroft                           April 18, 2002
------------------------------------
Robert George Muscroft
Vice President and Director


/s/ Rene Cristobel                                   April 18, 2002
------------------------------------
Rene Cristobel
Director


/s/ Carlos A. Fernandez                              April 18, 2002
------------------------------------
Carlos A. Fernandez
Director