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

                                   FORM 10-KSB

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


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

|_|  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: __________

                           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)


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

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.

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 December 31,1999, approximately
$_________.

As of December 31, 1999, there were 20,037,141  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


<PAGE>


                                     PART I

Item 1. Description of Business.

Development of the Company.  Fenway  International,  Inc., a Nevada  corporation
("Company")  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.

Business of the Company.  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 Negros Oriental (the
"Negros  Project")  and we are  continuing  our efforts to obtain the  necessary
licensing,  permits and  environmental  approvals for a proposed facility on the
island of Palawan (the "Palawan  Project").  We are required to participate with
local  corporations  in  the  Philippines  in  order  to  commercially   exploit
Philippine mineral claims and, therefore, we have acquired significant ownership
interest in various 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 ten percent
          (10%) 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 ten percent (10%) 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 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 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 forty percent
          (40%) of the total issued and  outstanding  capital stock of NMC. As a
          result of such  ownership  interest,  Negor  shall be entitled to have
          allocated to it forty  percent  (40%) of the net  profits,  losses and
          credits of NCC.


<PAGE>



     1.   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 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 it forty percent
          (40%) of the net profits, losses and credits of NCC.

     2.   NCC  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.

     3.   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 Palawan Project. Fenway Resources,  Ltd., as a British Columbia corporation,
acquired  mineral rights to 10,296  hectares in 1992 and mineral rights to 3,200
hectares in 1995 in three (3) contiguous  claims on the west central  portion of
Palawan Island near Scott Point, Municipality of Sofronio Espanola, Palawan, the
Philippines.  We believe Scott Point is a good location  because it is a seaward
site  providing  immediate  access to marine  transport  which  will allow us to
transport  our  products  at a low  cost  to  various  regional  markets  in the
Philippines and to other regions in Asia.

We believe that these claims have  significant  reserves of limestone and shale,
the two main  ingredients  for the  manufacture  of Type 1  (heavy  construction
quality)  Portland  cement.  We retained Kilborn  Engineering  Pacific Ltd., now
known as Kilborn-SNC Lavolin Inc., to prepare a project feasibility study, which
was  completed in 1995.  Our  management  believes  that the study  supports the
proposed Palawan Project.

The Palawan  Project has been under  development for more than five years by us,
in  association  with  local  mining  and  development   interests  in  Palawan.
Explorations by the Philippine  Government in 1994 first confirmed the existence
of  limestone  deposits in the central  part of the main island of Palawan.  The
professional  feasibility study by Kilborn-SNC Lavolin, Inc. completed for us in
1995 concluded  that the 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.  Local  communities  have expressed strong
support for the Palawan Project,  which we believe will stimulate local economic
development and employment.  Formal application for certification of the Palawan
Project has been  submitted to the  Philippine  Department  of  Environment  and
Natural  Resources.   Although  the  application  has  not  yet  been  approved,
departmental review has been completed.

In addition to the  license  application  procedures  and  environmental  review
process  mandated by the Philippine  government,  we have conducted  discussions
with provincial  government  officials,  with indigenous leaders  (specifically,
leaders of the Barangay people), and with local landowners who might be affected
by the  Palawan  Project.  We believe  there is local  support  for the  Palawan
Project.

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

                                       1
<PAGE>


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. 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  and  Carlos  Fernandez  each  hold  10% or  more  of the  issued  and
outstanding  capital  stock  of  PMC.  We  own  approximately  90%  of a  second
Philippine  corporation,  Palcan  Cement  Company  ("PCC"),  which  will own and
operate the Palawan cement plant and will be  responsible  for the marketing and
distribution of our products.

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  Krupps-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  Krupps-Polysius or Bilfinger & Berger
will provide equipment or services to us.

We have prepared the following schedule for completion of the Negros Project and
Palawan  Project which includes  forward looking  statements  which estimate the
happenings of future  events.  The actual  occurrence of these events may differ
materially from those contemplated by this schedule.

--------------------------------------------------------------------------------
                  Activity                            Palawan         Negros
--------------------------------------------------------------------------------
Complete  permit  application   process  and        06/00-08/00     06/00-08/00
ground testing programs
--------------------------------------------------------------------------------
Obtain financing                                       07/00           07/00
--------------------------------------------------------------------------------
Complete land  acquisitions for plant sites;        09/00-10/00     09/00-10/00
begin development of port site
--------------------------------------------------------------------------------
Complete engineering                                09/00-09/01     09/00-09/01
--------------------------------------------------------------------------------
Begin plant construction                               12/00           12/00
--------------------------------------------------------------------------------
Negotiate and execute sales contracts               12/00-12/01     01/02-01/03
--------------------------------------------------------------------------------
Complete   plant   construction   and  begin           03/03           12/03
cement production
--------------------------------------------------------------------------------

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 $260 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 must be financed by loans,
including export credits, and 30% must be financed by equity investments.

The approximately $450 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  $190  million may be
received from a registered  offering of our common or preferred stock,  probably
through brokerage firms located in New York.

On August 3, 1999, we announced the signing of a Financial Agency Agreement with
First Access Financial Group,  Inc.,  international  investment  bankers ("First
Access").  First Access has represented to us that it has clients  interested in
providing  funding to our  Philippine  cement  projects.  The  Financial  Agency
Agreement  between us and First  Access


                                       2
<PAGE>


is not exclusive and we are currently  negotiating with other parties to finance
our proposed commercial grade cement production facilities in the Philippines.

On August 5, 1999, we announced the appointment of Friedhelm  Menzel as resident
general manager for our Philippine  cement projects.  Mr. Menzel was educated in
Germany,  specializing  in the study of export  marketing and  linguistics.  Mr.
Menzel was export  marketing  manager for a leading German garment  manufacturer
from  1962 to 1967,  at which  time he  joined  the  German-based  multinational
corporation  Krupp-Polysius AG, Germany, as Far East Sales Manager. From 1968 to
1994, Mr. Menzel was employed by Krupp-Polysius in various  capacities  relating
to the manufacture and supply of heavy industrial equipment to clients in India,
the middle east and the far east by Krupp-Polysius from its various plants. From
1995 to July 1999, Mr. Menzel was General Manager of Krupp-Polysius's Philippine
agent,  Marsson  Industrial  Inc.,  which  specialized  in the  development  and
manufacture of cement producing  equipment and other heavy industrial  equipment
and applications.

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.

Our  products  may be subject  to  numerous  foreign  government  standards  and
regulations  that are  continually  being amended.  Although we will endeavor to
satisfy foreign  technical and regulatory  standards,  there can be no assurance
that our products will comply with foreign government standards and regulations,
or changes  thereto,  or that it will be cost  effective  for us to redesign our
products to comply with such standards or  regulations.  Our inability to design
or  redesign  products to comply with  foreign  standards  could have a material
adverse effect on our business, financial condition and results of operations.

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.   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

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<PAGE>


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 has  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.

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


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<PAGE>


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).

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.


                                       5
<PAGE>


Item 2.  Description of Property.

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

--------------------------------------------------------------------------------
           Property                                            December 31, 1999
--------------------------------------------------------------------------------
Cash and equivalents                                             $   21,926.00
--------------------------------------------------------------------------------
Advance Royalty Payments                                         $  160,813.00
--------------------------------------------------------------------------------
Project Investments                                              $2,685,687.00
--------------------------------------------------------------------------------
Property  and  Equipment (consists of  office equipment          $    4,791.00
 and computers, less accumulated depreciation)
--------------------------------------------------------------------------------

We define cash equivalents as all highly liquid investments with a 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:

Office equipment                                                         $ 6,189
Computers                                                                $ 5,360
                                                                         -------

         Total cost                                                      $11,549

Less accumulated depreciation                                            $ 6,758
                                                                         -------

Total property and equipment                                             $ 4,791
                                                                         -------

We are leasing  office  facilities in Vancouver,  British  Columbia,  Canada and
Manila,  Philippines.  Our Vancouver  office has a 5 year lease which expires on
February 28,  2001,  with a monthly  rental of $308 plus  occupancy  costs.  Our
Manila office has a 5 year lease which expires on April 30, 2002, with a monthly
rental of $1,754  plus  occupancy  costs.  The rent  expense  for the year ended
December 31, 1999, was $24,744. An escalation clause provides for future minimum
yearly lease payments, which are:

                 December 31, 2000                      24,744
                 December 31, 2001                      23,204
                 December 31, 2002                       7,538
                                                       -------
                                                       $55,486

Item 3. Legal Proceedings.

The Company is not aware of any pending  litigation  nor does it have any reason
to believe that any such litigation exists.


                                       6
<PAGE>


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.  We  currently
maintain our own Internet address at www.fenwayintl.com.

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 $0.75 and a high of $3.875 for the 52-week period ended April 10, 2000.
This market is  extremely  limited and the prices 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 the Company's common stock on the OTCBB for the periods indicated.

--------------------------------------------------------------------------------
         Period                                       High              Low
--------------------------------------------------------------------------------
October 1, 1999 - December 31, 1999                   2.50             1.375
--------------------------------------------------------------------------------
July 1, 1999 - September 30, 1999                     3.75              2.00
--------------------------------------------------------------------------------
April 1, 1999 - June 30, 1999                         3.875            2.375
--------------------------------------------------------------------------------
January 1, 1999 - March 31, 1999                      5.125            2.125
--------------------------------------------------------------------------------


The Company is authorized to issue 100,000,000 shares of common stock, $.001 par
value, each share of common stock having equal rights and preferences, including
voting privileges.  As of December 31, 1999,  20,037,141 shares of the Company's
common stock were issued and outstanding.

The shares of $.001 par value  common  stock of the  Company  constitute  equity
interests in the Company  entitling each shareholder to a pro rata share of cash
distributions made to shareholders,  including dividend payments. The holders of
the Company's  common stock are entitled to one vote for each share of record on
all matters to be voted on by shareholders.  There is no cumulative  voting with
respect to the election of directors  of the Company or any other  matter,  with
the  result  that the  holders  of more  than 50% of the  shares  voted  for the
election of those  directors can elect all of the Directors.  The holders of the
Company's  common  stock are  entitled  to  receive  dividends  when,  as and if
declared  by the  Company's  Board of  Directors  from funds  legally  available
therefor;  provided,  however, that cash dividends are at the sole discretion of
the Company=s Board of Directors.  In the event of  liquidation,  dissolution or
winding up of the  Company,  the holders of common  stock are  entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities  of the Company and after  provision has been made for each class
of stock, if any, having  preference in relation to the Company's  common stock.
Holders of the shares of Company's  common stock have no conversion,  preemptive
or other subscription rights, and there are no redemption  provisions applicable
to the Company's common stock.

Dividend  Policy.  We have never declared or paid a cash dividend on our capital
stock  and do not  expect  to pay  cash  dividends  on our  common  stock in the
foreseeable future. We currently intend to retain our earnings,  if any, for use
in our business.  Any dividends declared in the future will be at the discretion
of the Board of Directors and subject to any restrictions that may be imposed by
our lenders.


                                       7
<PAGE>


Stock Options.  As of December 31, 1999,  there were 4,016,926  incentive  stock
options to purchase common stock at $3.00 per share,  of which 3,416,926  expire
by their own terms on July 4, 2004 and 600,000 expire by their own terms on July
31, 2004.

Warrants.  As of December  31,  1999,  there were  151,901  warrants to purchase
common  stock at  CDN$5.50  per share  outstanding,  45,750  of which  expire on
December 5, 2000;  25,250 of which expire on February 25, 2001;  28,901 of which
expire on May 29, 2001;  25,000 of which  expire on June 2, 2001;  and 27,000 of
which expire on June 6, 2001.  There were also 2,128 warrants to purchase common
stock at $4.00 per share  outstanding  which  expire on October  29,  2000;  670
warrants to purchase common stock at $4.00 per share outstanding which expire on
October 29, 2000;  65,000  warrants to purchase  common stock at $4.00 per share
outstanding  which expire on June 10, 2001;  32,000  warrants to purchase common
stock at $4.00 per share  outstanding  which expire on February 11, 2001; 25,000
warrants to purchase common stock at $3.00 per share outstanding which expire on
September 11, 2001;  3,000 warrants to purchase  common stock at $3.00 per share
outstanding  which expire on  September  11,  2001;  7,000  warrants to purchase
common stock at $3.00 per share  outstanding which expire on March 12, 2001; and
11,112  warrants to purchase common stock at $3.00 per share  outstanding  which
expire on December 13, 2001.

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,  1999,  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, 1999, 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, 1999, there
were  1,000,000  warrants  to  purchase  common  stock  at  CDN$5.00  per  share
outstanding which are exercisable at any time.

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

THIS  FOLLOWING  INFORMATION  SPECIFIES  CERTAIN  FORWARD-LOOKING  STATEMENTS OF
MANAGEMENT  OF THE  COMPANY.  FORWARD-LOOKING  STATEMENTS  ARE  STATEMENTS  THAT
ESTIMATE  THE  HAPPENING  OF FUTURE  EVENTS  ARE 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

                                       8
<PAGE>


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.

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, 1999, we had cash resources of
$21,926 and a loan  receivable of $90,811.  Employment  agreements  with H. John
Wilson and A. Leonard Taylor obligate us to payments  totaling $5,850 per month:
$3,250 to Mr. Wilson and $2,600 to Mr. Taylor.  An Employment  agreement with R.
George Muscroft  obligates us to payment of $3,250 per quarter to Mr.  Muscroft.
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  Marsson
Industrial Corporation,  which is the Philippine affiliate of 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.

Our Plan of Operation For Next 12 Months.  We presently  anticipate that initial
construction  on the Palawan  Project  will begin in the fourth  quarter of year
2000,  with  production of cement  beginning in 2002.  The Palawan  Project,  if
completed   pursuant  to  our  current   schedule,   will  be  the  only  cement
manufacturing  facility on Palawan Island. We anticipate that the Negros Project
will consist of a cement  producing  facility  capable of producing  1.5 million
tonnes per year of Portland  cement with expansion  capacity to 3 million tonnes
per year.  We have  solicited  and  received  bids for an  exploratory  drilling
program,  pursuant to which we hope to confirm the extent of limestone  reserves
on Negor  Corporation's  Negros Oriental  Province mineral claims in the central
islands of the  Philippines.  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 at the Negros  Project.  The
core drilling  will  commence as soon as we obtain the  necessary  regional work
licenses and permits.

Our  success is  materially  dependent  upon our  ability to satisfy  additional
financing requirements. We are reviewing our options to raise substantial equity
capital.  We cannot  personally  estimate when we will begin to realize positive
gross revenue. In order to satisfy our requisite budget, management has held and
continues to conduct  negotiations  with various  investors.  We anticipate that
these  negotiations  will  result in  additional  investment  income  for us. To
achieve and  maintain  competitiveness,  we may be required to raise  additional
substantial funds. We anticipate that we will need to raise significant  capital
to  develop,  promote and conduct  its  operations.  Such  capital may be raised
through public or private financing as well as borrowing and other sources.

There can be no  assurance  that  funding for our  operations  will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish  rights to certain  products and services that we would not otherwise
relinquish.

Foreign  Currencies.  Currency risks and  fluctuations  in exchange rates are an
important  consideration  for lenders and investors.  We anticipate that many of
our  transactions  will  involve the use of the  Philippine  Peso,  the official
currency of the Philippines.  In 1998, the Philippine Peso was volatile, as were
the  currencies  of the Target  Countries.  From  January to October  1999,  the
Philippine  Peso  and  the  currencies  of  the  Target  Countries  strengthened
considerably  in comparison to a similar period in 1998.  Even if we are able to
obtain all funds  necessary  to finance the  development  and  operation  of the
Palawan  Project and the Negros  Project,  and a  commercially  viable amount of
Portland  cement  can be  produced,  there  can  be no  assurance  that  foreign
currencies and exchange rates will remain stable and that we will be profitable.
The  exchange  rates of the  Philippine  Peso and the  currencies  of the Target
Countries  could  have a  material  adverse  effect on our  business,  financial
position and results of operation.


                                       9
<PAGE>


Manufacturing  Our Products.  Our present business plan, which is subject to the
availability  of financing,  weather  conditions,  the political  climate in the
Philippines, and other factors beyond our control, anticipates the completion of
construction of both the Palawan Project and the Negros Project in or before the
year 2002.  Assuming  completion  of the two  facilities,  we may be the largest
manufacturer of cement in the Philippines.

Impact of the Year 2000.  The Year 2000  (commonly  referred to as "Y2K")  issue
results from the fact that many computer programs were written using two, rather
than  four,  digits to  identify  the  applicable  year.  As a result,  computer
programs  with  time-sensitive  software may  recognize a two digit code for any
year in the next century as related to this century. For example,  "00", entered
in a  date-field  for the  year  2000,  may be  interpreted  as the  year  1900,
resulting in system failures or  miscalculations  and disruptions of operations,
including,  among other things, a temporary inability to process transactions or
engage in other normal business  activities.  Although companies and governments
in the United States spent an estimated  $150 billion to $225 billion  repairing
the  problem,  countries  like Russia and China,  which spent  relatively  minor
amounts,  seemed to clear the New Year's Day hurdle  with equal  success.  Major
news media in the United  States are  reporting  that,  after  years of work and
billions  of  dollars  spent  repairing  the  Year  2000  computer  glitch,  the
technological  tranquility  of New Year's Day has raised a new concern  that the
United  States  overreacted  to this  problem.  Although it is still too soon to
conclude  positively  that the Y2K  transition  has passed  without  mishap,  we
believe that Y2K issues will not have a material adverse affect on our business.

Changes in Number of  Employees.  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.

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.


<PAGE>

                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 1999



<PAGE>



                                TABLE OF CONTENTS

                                                                     Page No.

INDEPENDENT AUDITORS' REPORT ........................................      1

FINANCIAL STATEMENTS

       Balance Sheet.................................................      2

       Statement of Comprehensive (Loss).............................      3

       Statements of Operations......................................      4

       Statement of Changes in Stockholders' Equity..................    5 - 6

       Statements of Cash Flows......................................    7 - 8

       Notes to Financial Statements.................................    9 - 24



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Fenway International Inc.
Newport Beach, California


We have audited the accompanying  balance sheet of Fenway  International Inc. (A
Nevada  Corporation)  as of December 31,  1999,  and the related  statements  of
comprehensive  (loss),  operations,  changes in stockholders'  equity,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on the
financial statements based on our audit.

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has incurred $1,030,580 of development costs
and  is  still  developing  its  cement   operations.   These  conditions  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  this  matter  also are  described  in Note 18.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Moffitt & Company, P.C.
Scottsdale, Arizona

March 1, 2000



<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999


                                     ASSETS



Cash and cash equivalents                                           $     21,926
Advance royalty payments                                                 160,813
Prepaid expenses                                                           3,633
Investment in Palcan Mining and Cement Corporations                       18,589
Investments in projects in The Republic of the Philippines             2,685,687
Loan receivable                                                           90,811
G.S.T. refund                                                              1,711
Property and equipment, net of accumulated depreciation                    4,791
                                                                    ------------

              TOTAL ASSETS                                          $  2,987,961
                                                                    ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable
     Trade                                          $    67,159
     Related parties                                     73,307
  Accrued liabilities                                    24,778
  Short term notes payable                              137,656
                                                    -----------

               TOTAL LIABILITIES                                    $    302,900

STOCKHOLDERS' EQUITY
  Common stock, par value $0.001 per share
       Authorized 100,000,000 shares
       Issued and outstanding - 20,037,141 shares        20,037
  Paid in capital in excess of par value of stock     3,712,623
  Cumulative currency translation adjustment           ( 17,019)
  Deficit accumulated during development stage       (1,030,580)
                                                    -----------

            TOTAL STOCKHOLDERS' EQUITY                                 2,685,061
                                                                    ------------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY                                                $  2,987,961
                                                                    ============


            See Accompanying Notes and Independent Auditors' Report.

                                        2



<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF COMPREHENSIVE (LOSS)
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


                                                               May 7, 1984
                                              Year              (Date of
                                             Ended            Inception) to
                                           December 31,         December 31,
                                              1999                 1999
                                          -------------      ---------------

NET (LOSS)                                $   ( 623,196)     $   ( 1,030,580)

OTHER COMPREHENSIVE (LOSS)
  Foreign currency translation
    adjustments                               (  17,019)            ( 17,019)
                                          -------------      ---------------

NET COMPREHENSIVE (LOSS)                  $   ( 640,215)     $   ( 1,047,599)
                                          =============      ===============

NET (LOSS) PER COMMON SHARE

  Basic and diluted                       $       ( .03)
                                          =============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING

    Basic and diluted                        19,884,488
                                          =============



            See Accompanying Notes and Independent Auditors' Report.

                                        3



<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


                                                         May 7, 1984
                                       Year               (Date of
                                       Ended            Inception) to
                                    December 31,          December 31,
                                       1999                  1999
                                 -------------         ---------------

REVENUE                          $           0         $             0

DEVELOPMENT COSTS                      623,196               1,030,580
                                 -------------         ---------------

NET (LOSS)                       $   ( 623,196)        $   ( 1,030,580)
                                 =============         ===============



            See Accompanying Notes and Independent Auditors' Report.

                                        4

<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                                            Paid In
                                                                                                                          Capital in
                                                                                          Common Stock                     Excess of
                                                                                 ------------------------------            Par Value
                                                                                  Shares               Amount               of Stock
                                                                                 ---------            ---------            ---------

<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
       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 - 1997                                                                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 - 1998                                                                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>



<PAGE>



                                                                       Deficit
                            Cumulative                               Accumulated
                             Currency            Advances            During the
                            Translation          On Stock            Development
                            Adjustment         Subscriptions            Stage


                             $      0             $      0             $      0




                                    0                    0                    0

                                    0                    0                    0

                                    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


            See Accompanying Notes and Independent Auditors' Report.


                                        5

<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY( CONTINUED)
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                       Paid In
                                                                                                     Capital in
                                                                                                      Excess of
                                                                              Common Stock            Par Value
                                                                   Shares              Amount         of Stock

<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' Report.

                                        5



<PAGE>


<TABLE>
<CAPTION>
                                                                                              Deficit
                    Cumulative                                                              Accumulated
                     Currency                            Advances                           During the
                    Translation                          On Stock                           Development
                    Adjustment                         Subscriptions                           Stage




<S>       <C>                                 <C>                                 <C>
          $                            0      $                            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


                                ( 17,019)                                  0                                   0

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

          $                     ( 17,019)     $                            0      $                  ( 1,030,580)
          ==============================      ==============================      ==============================
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                        6


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                               May 7, 1984
                                                                                      Year                      (Date of
                                                                                      Ended                   Inception) to
                                                                                  December 31,                December 31,
                                                                                      1999                        1999
                                                                         ------------------------------    ----------------

<S>                                                                      <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                                        $          ( 623,196)   $          ( 1,030,580)
       Adjustments to reconcile net (loss)
          to net cash (used) by operating activities
             Depreciation                                                               1,608                     2,195
             Contributions to capital and stock issued for
                expenses and services                                                       0                     9,000
       Changes in operating assets and liabilities
          Cash-held in lawyer's trust account                                               0                   118,578
          Interest receivable                                                                                   ( 1,867)
          Accounts receivable                                                          12,234                    14,678
          G.S.T. tax refund                                                           ( 1,711)                  ( 1,711)
          Accounts payable                                                             17,827                    81,812
          Accrued liabilities                                                          18,063                    24,778
                                                                         --------------------    ----------------------

          NET CASH (USED) BY OPERATING
             ACTIVITIES                                                             ( 575,175)                ( 783,117)
                                                                         --------------------    -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in Palcan Mining and Cement Corporations                              4,969                  ( 18,589)
       Change in Loans receivable                                                     ( 5,600)                  ( 5,600)
                                                                         --------------------    ----------------------

          NET CASH PROVIDED (USED) BY INVESTING
             ACTIVITIES                                                                 ( 631)                 ( 24,189)
                                                                         --------------------    ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from issuance of common stock                                         593,320                   804,145
       Proceeds from issuance of short term notes                                       9,848                    42,106
                                                                         --------------------    ----------------------

          NET CASH PROVIDED BY FINANCING
             ACTIVITIES                                                               603,168                   846,251
                                                                         --------------------    ----------------------

EFFECT OF EXCHANGE RATE CHANGES ON
   CASH AND CASH EQUIVALENTS                                                         ( 17,019)                 ( 17,019)
                                                                         --------------------    ----------------------
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                        7


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                                    May 7, 1984
                                                                                           Year                      (Date of
                                                                                           Ended                   Inception) to
                                                                                       December 31,                December 31,
                                                                                           1999                        1999
                                                                              ------------------------------    ----------------

<S>                                                                                     <C>                 <C>
NET INCREASE IN CASH AND CASH EQUIVALENTS                                               $         10,343    $           21,926

CASH AT BEGINNING OF PERIOD                                                                       11,583                     0
                                                                                        ----------------    ------------------

CASH AT END OF PERIOD                                                                   $         21,926    $           21,926
                                                                                        ================    ==================

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    $            3,000
                                                                                        ----------------    ------------------

       Issuance of 9,000 shares of common stock for
          services - 1985                                                               $              0    $            2,400
                                                                                        ----------------    ------------------

       Contribution to capital - expenses - 1997                                        $              0    $            3,600
                                                                                        ----------------    ------------------

       Contribution to capital - expenses - 1998                                        $              0    $            1,300
                                                                                        ----------------    ------------------

       Issuance of 7,644,067 shares of stock for
          Fenway Resources Ltd.- August 31, 1998                                        $              0    $        2,918,215
                                                                                        ----------------    ------------------

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

       Interest paid                                                                    $              0    $                0
                                                                                        ================    ==================

       Taxes paid                                                                       $              0    $                0
                                                                                        ================    ==================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                        8


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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.

     Cash and Cash Equivalents

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

     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

     The Company accounts for income taxes on an asset and liability approach to
     financial  accounting.  Deferred  income  tax assets  and  liabilities  are
     computed annually for the difference  between the financial  statements and
     tax  basis of  assets  and  liabilities  that will  result  in  taxable  or
     deductible  amounts  in the  future,  based on  enacted  tax laws and rates
     applicable to the periods in which the  differences  are expected to affect
     taxable  income.


     See Accompanying Notes and Independent Auditors' Report.


                                        9

<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income Taxes (Continued)

     Valuation  allowances are established when necessary to reduce deferred tax
     assets to the amount expected to be realized. Income tax expense is the tax
     payable or refundable  for the period,  plus or minus the change during the
     period in deferred tax assets and liabilities.

     The Company intends to reinvest its undistributed international earnings to
     expand its international operations;  therefore, no tax will be provided to
     cover the repatriation of such future undistributed earnings.

     Compensated Absences

     Employees of the corporation are entitled to paid vacations,  sick days and
     other time off depending on job classification, length of service and other
     factors.  It is  impractical  to estimate  the amount of  compensation  for
     future  absences,  and  accordingly,  no liability has been recorded in the
     accompanying financial statements. The corporation's policy is to recognize
     the costs of compensated absences when paid to employees.

     Net Loss Per Share

     The Company  adopted  Statement of Financial  Accounting  Standards No. 128
     that requires the  reporting of both basic and diluted  earnings per share.
     Basic  earnings per share is computed by dividing  net income  available to
     common  shareowners  by  the  weighted  average  number  of  common  shares
     outstanding  for the  period.  Diluted  earnings  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,  potentially  dilutive  warrants and options that
     would have an anti-dilutive effect on net loss per share are excluded.

     Disclosure About Fair Value of Financial Instruments

     The Company has financial  instruments,  none of which are held for trading
     purposes.  The  Company  estimates  that  the fair  value of all  financial
     instruments  at December  31, 1999 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.


            See Accompanying Notes and Independent Auditors' Report.

                                       10


<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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 carrying amount of the
     asset in question  may not be  recoverable.  This  standard  did not have a
     material  effect on the  Company's  results  of  operations,  cash flows or
     financial position.

     International Currency Translation

     For translation of its international currencies, the Company has determined
     that  the  local  currencies  of its  international  subsidiaries  are  the
     functional currencies.

NOTE 2 DEVELOPMENT STAGE OPERATIONS

     As of  December  31,  1999,  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  principle  activities  have not
     commenced, or have commenced and have not yet produced significant revenue.

     FAS-7  requires  that  all   development   costs  be  expensed  during  the
     development  period. The Company expensed $623,196 of development costs for
     the year ended December 31, 1999 and  $1,030,580  from May 7, 1984 (date of
     inception) to December 31, 1999.

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.

     B.   Incorporators and directors

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


            See Accompanying Notes and Independent Auditors' Report.

                                       11


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 3 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS

                       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 Resources Ltd.                                   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
          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.

            See Accompanying Notes and Independent Auditors' Report.

                                       12


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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

     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>
<CAPTION>
                                               Number of
                                                Shares                       Amount                   Amount
                             Name             Subscribed                   Subscribed          Paid

       <S>                                                <C>                    <C>                       <C>
       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
       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 Resources Ltd.                              4,496                  4,496,000                 4,496,000
                                      -------------------------     ----------------------     ---------------------
                                                          5,000     p            5,000,000     p           4,625,000
                                      =========================     ======================     =====================
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                       13

<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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

     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.

NOTE 4 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT

     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% of net profits of the JVMC shall be paid to the Consortium as
               consideration  for the transfer of their respective  interests in
               each of the properties, including the mining claims, the MPSA and
               the ECC.

          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.

            See Accompanying Notes and Independent Auditors' Report.

                                       14


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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

     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.

     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.   Interest in Net Profit of JVCC

          10% interest in the net profit of the JVCC are to go to the Consortium
          out of the interest of Fenway 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.



            See Accompanying Notes and Independent Auditors' Report.

                                       15


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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

     G.   Share Options and Warrants

          I.   The  Consortium  members  will have  options to  purchase  Fenway
               shares, subject to regulatory approvals, as follows:

<TABLE>
<CAPTION>
                                   CPMIC                                 PALAWAN STAR             PYRAMID HILL
          ---------------------------------------------------            ------------       ------------------
          <S>                                                   <C>                               <C>
          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                                      1million 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.

          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.



            See Accompanying Notes and Independent Auditors' Report.

                                       16


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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 Philippine 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 any
          and all documents and other  instruments  necessary or  appropriate to
          vest in Negor a free,  carried ownership interest in the manufacturing
          company  equal to ten  percent  (10%).  As a 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 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.

     D.   The mining  company shall  prepare,  sign and deliver to Negor any and
          all documents and other  instruments  necessary or appropriate to vest
          in Negor an ownership  interest in the mining  company  equal to forty
          percent (40%). As a result of such ownership interest,  Negor 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.


            See Accompanying Notes and Independent Auditors' Report.

                                       17


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


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

     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  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 LOAN RECEIVABLE

     On September 6, 1995, the Company loaned $80,000 to Central  Palawan Mining
     &  Industrial  Corp.,  Palawan Star Mining  Ventures  Inc. and Pyramid Hill
     Mining &  Industrial  Corp.  This loan bears  interest at 7% per annum from
     date of signing until repaid in full.

NOTE 7 PROPERTY AND EQUIPMENT

     The components of the property and equipment are as follows:

         Office equipment                           $                   6,189
         Computers                                                      5,360
                                                    -------------------------

               Total cost                                              11,549

         Less accumulated depreciation                                  6,758
                                                    -------------------------

               Total property and equipment         $                   4,791
                                                    =========================

Depreciation expense for the year ended December 31, 1999 amounted to $1,608.


            See Accompanying Notes and Independent Auditors' Report.

                                       18


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 8 INCOME TAXES

<TABLE>
<CAPTION>
<S>                                                                                               <C>
                                (Loss) before income taxes                                        $                    ( 640,215)
                                                                                                  ------------------------------

                                The provision  for income  taxes is estimated as
                                  follows:
                                                    Currently payable                             $                            0
                                                                                                  ------------------------------
                                                    Deferred                                      $                            0
                                                                                                  ------------------------------

                                A reconciliation  of the  provision  for  income
                                  taxes  compared  with the  amounts at the U.S.
                                  Federal  Statutory  and  Foreign  rates  is as
                                  follows:
                                                    Tax at U.S. Federal Statutory
                                                         income tax rates                         $                            0
                                                                                                  ------------------------------
                                                    Tax at foreign rates                          $                            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
                                                                                                  ------------------------------
                                                    The net deferred tax liability is             $                            0
                                                                                                  ------------------------------

                                Temporary  differences  and carry  forwards that
                                  give  rise  to   deferred   tax   assets   and
                                  liabilities include the following:

                                                                                              Deferred Tax
                                                                               Assets                            Liabilities

                       Net operating losses                                     $          261,900      $               0

                       Valuation allowance                                                 261,900                      0
                                                                                ------------------      -----------------

                       Total deferred taxes                                     $                0      $               0
                                                                                ==================      =================


   A reconciliation  of the valuation  allowance is as follows:

                Balance, January 1, 1999                                                                $         102,000
                Addition for the year ended December 31, 1999                                                     159,900
                                                                                                        -----------------

                Balance, December 31, 1999                                                              $         261,900
                                                                                                        =================
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                       19


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 9 NET OPERATING LOSS CARRYFORWARDS

     The Company has the following net operating loss carryforwards:

               Tax Year                  Amount               Expiration date

      December 31, 1984           $           5,296          December 31, 1999
      December 31, 1985                      28,128          December 31, 2000
      December 31, 1987                       3,600          December 31, 2001
      December 31, 1998                     370,360          December 31, 2018
      December 31, 1999                     623,196          December 31, 2019
                                  -----------------
                                  $       1,030,580
                                  =================

NOTE 10 SHORT TERM NOTES PAYABLE

     The Company has two short term loans as follows:

<TABLE>
<CAPTION>
         <S>                                                                                       <C>
         A.    Unsecured, 12% note dated June 3, 1998 for
               $150,000 Canadian dollars.  There is no due
               date on the note.                                                                   $                 103,242

         B.    Unsecured, 12% note dated September 28,
               1998 for $50,000 Canadian dollars.  There is no
               due date on the note.                                                                                  34,414
                                                                                                   -------------------------

                                                                                                   $                 137,656
                                                                                                   =========================
</TABLE>

NOTE 11 STOCK OPTIONS

     The Company has stock options outstanding at December 31, 1999 as follows:

<TABLE>
<CAPTION>
                                                         Number of                        Exercise                     Expiration
                     Name of Optionee                     Shares                            Price                         Date
        -----------------------------------      ------------------------         ------------------------      --------------
        <S>                                               <C>                             <C>                         <C>
        Milton M. Schlesinger                             200,000                         US $3.00                    July 4, 2004
        Steven Sobolewski                                 250,000                         US $3.00                    July 4, 2004
        H. John Wilson                                    495,963                         US $3.00                    July 4, 2004
        A. Leonard Taylor                                 495,963                         US $3.00                    July 4, 2004
        Laurie G. Maranda                                 300,000                         US $3.00                    July 4, 2004
        R. George Muscroft                                300,000                         US $3.00                    July 4, 2004
        Willi Magill                                      200,000                         US $3.00                    July 4, 2004
        Detty Sangalang                                   200,000                         US $3.00                    July 4, 2004
        Rene E. Cristobal                                 200,000                         US $3.00                    July 4, 2004
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                       20


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 11 STOCK OPTIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                        Number of                        Exercise                     Expiration
                Name of Optionee                         Shares                            Price                         Date
   ---------------------------------------      ------------------------         ------------------------      --------------
<S>                                                    <C>                               <C>                         <C>
   Carlos Fernandez                                      200,000                         US $3.00                    July 4, 2004
   Robert Shoofey                                        180,000                         US $3.00                    July 4, 2004
   Daniel Maarsman                                       195,000                         US $3.00                    July 4, 2004
   Edward Cardozo                                        200,000                         US $3.00                    July 4, 2004
   Friedhelm Menzel                                      200,000                         US $3.00                    July 31, 2004
   William Anderson                                      200,000                         US $3.00                    July 31, 2004
   J. Roderick Ainsworth                                 200,000                         US $3.00                    July 31, 2004
                                                ------------------------
                                                       4,016,926
</TABLE>

     At December 31, 1999 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.

     The  Company's  reported  net (loss)  and (loss) per share  would have been
     increased had compensation cost 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 6.75%;  and expected
     lives of five 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 income and  earnings per share would have been as
     indicated below:

<TABLE>
<CAPTION>
                                                                        As Reported                    Pro Forma

<S>                                                              <C>                           <C>
          Net (loss)                                             $              ( 623,196)     $            ( 1,490,442)

          Primary (loss) per share                               $                 ( 0.03)     $                 ( 0.08)

   A summary of the all options is as follows:

          Balance at January 1, 1999                                            3,450,000
          Options issued                                                          900,000
          Options exercised                                                      ( 33,074)
          Options canceled                                                      ( 300,000)
                                                                 ------------------------

                     Balance at December 31, 1999                              4,016,926
                                                              ==========================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       21


<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 11 STOCK OPTIONS (CONTINUED)

     Information regarding employee stock options outstanding as of December 31,
     1999 is as follows:

<TABLE>
<CAPTION>
                                                                           Options Outstanding

                                                                                                                      Weighted
                                                                                  Weighted                             Average
                                                                                   Average                            Remaining
                Price                                                             Exercise                           Contractual
                Range                        Shares                                 Price                               Life

    <S>                   <C>                     <C>                  <C>                                        <C>
    $                     3.00                    4,016,926            $                         3.00             4 years, 6 months


                                                            Options Exercisable

                                                                                  Weighted
                                                                                   Average
                Price                                                             Exercise
                Range                        Shares                                 Price

    $                     3.00                            0                          N/A
</TABLE>

NOTE 12 STOCK WARRANTS

     The  following  warrants are  outstanding  and  applicable to investment in
     projects in Palawan, Philippine.

     Warrants outstanding as of December 31, 1999.

<TABLE>
<CAPTION>
      <S>         <C>
      45,750      Shares at a price of Canadian $5.50 per share if exercised on or before
                  December 5, 2000
      25,250      Shares at a price of Canadian $5.50 per share if exercised on or before
                  February 25, 2001
      28,901      Shares at a price of Canadian $5.50 per share if exercised on or before
                  May 29, 2001
      25,000      Shares at a price of Canadian $5.50 per share if exercised on or before
                  June 2, 2001
      27,000      Shares at a price of Canadian $5.50 per share if exercised on or before
                  June 6, 2001
       2,128      Shares at a price of  United States  $4.00 per share if exercised on or
                  before October 29, 2000
         670      Shares at a price of  United  States  $4.00 per share if exercised on or
                  before October 29, 2000
      65,000      Shares at a price of  United  States  $4.00 per  share if  exercised on or
                  before June 10, 2001
      32,000      Shares at a price of  United  States  $4.00 per  share if  exercised on or
                  before February 11, 2001
      25,000      Shares at a price of  United  States  $3.00 per  share if  exercised on or
                  before September 11, 2001
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                       22

<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


NOTE 12 STOCK WARRANTS (CONTINUED)

<TABLE>
<CAPTION>
<S>           <C>
                3,000      Shares at a price of  United  States  $3.00 per  share if  exercised on or
                           before September 11, 2001
                7,000      Shares at a price of  United  States  $3.00 per  share if  exercised on or
                           before March 12, 2001
               11,112      Shares at a price of  United  States  $3.00 per  share if  exercised on or
                           before December 13, 2001
  -------------------

              297,811
</TABLE>

NOTE 13 CONSULTING AGREEMENT WITH RELATED PARTIES

     The Company assumed a consulting agreement with a former director of Fenway
     Resources  Ltd.  which  requires  quarterly  payments  of $5,000  (Canadian
     dollars).

NOTE 14 INTEREST EXPENSE

     The  Company  incurred  $18,066  of  interest  expense  for the year  ended
     December 31, 1999.

NOTE 15 OPERATING LEASES

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

      Vancouver
             5 year lease expiring February 28, 2001
             Monthly rental of $308 plus occupancy costs
      Manila
             5 year lease expiring April 30, 2002
             Monthly rental of $1,754 plus occupancy costs

      Future minimum lease payments are as follows:

             December 31, 2000                $                 24,744
             December 31, 2001                                  24,744
             December 31, 2002                                   7,538
                                              ------------------------
                                              $                 57,026
                                              ========================

     Rent expense for the year ended December 31, 1999 is $40,233.



            See Accompanying Notes and Independent Auditors' Report.

                                       23


<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE 16 CONTINGENT EMPLOYMENT CONTRACTS

     The Company has the following  contingent  employment  contracts  that only
     become effective in the event of an unfriendly or hostile take over:

<TABLE>
<CAPTION>
                                                           Annual                      Expiration
              Title           Date                         Salary                         Date                       Renewable

   <S>                      <C>                             <C>                         <C>                          <C>
   President and
   Chief Executive
   Officer                  September 1, 1995$              400,000 (CND)               August 31, 2000              5 year periods

   Secretary and
   Chief Financial
   Officer                  September 1, 1995$              300,000 (CND)               August 31, 2000              5 year periods

   Project Manager          February 1, 1996 $              200,000 (CND)               August 31, 2000              5 year periods
</TABLE>

NOTE 17 FINANCIAL CONSULTING AGREEMENTS

     On  November  4, 1999,  the Company  entered  into a  financial  consulting
     agreement  for the period from  October 7, 1999 until April 30,  2000.  The
     company is obligated to pay a monthly  retainer of $10,000 from November 1,
     1999 through April 1, 2000.

NOTE 18 GOING CONCERN

     The company is  developing  its cement  operations in the  Philippines  and
     needs substantial  funds to complete the project.  Management is proceeding
     with its  development  plans and  seeking  new  investors  to  finance  the
     project.

NOTE 19 SUBSEQUENT EVENT

     Stock Options

     In January 24, 2000,  the Company  issued options for 200,000 common shares
     at United States $2.50. The options expire on January 24, 2001.



            See Accompanying Notes and Independent Auditors' Report.

                                       24

<PAGE>



Item 8. Changes in and Disagreements with Accountants.

There have been no changes in or  disagreements  with the Company=s  accountants
since the formation of the Company required to be disclosed pursuant to Item 304
of Regulation S-B, except for the following:

In August 1998, the Company's former accountants, the firm of Anderson, Anderson
& Strong  ("Anderson")  were  dismissed.  Anderson's  reports  on the  financial
statements  for  either  of the past two (2) years did not  contain  an  adverse
opinion or  disclaimer  of  opinion  and the  reports  were not  modified  as to
uncertainty,  audit  scope or  accounting  principals.  The  decision  to change
accountants  was  recommended and approved by the Board of Directors and did not
result from any  disagreement  regarding the Company's  policies or  procedures.
There  have  been no  disagreements  with the  Company's  accountants  since the
formation of the Company.  In August 1998, a new accountant,  Moffitt & Company,
PC was engaged as the  principal  accountant  to audit the  Company's  financial
statements.

                                    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,  no assurance can be given 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, there can be no


                                       10
<PAGE>


assurance  that we will be able to continue to do so. All officers and directors
of the Company will hold office until their resignation or removal.

The directors and principal  executive  officers of the Company are as specified
on the following table:

--------------------------------------------------------------------------------
     Name                           Age      Position
--------------------------------------------------------------------------------
     Herbert John Wilson            58       President, Director
--------------------------------------------------------------------------------
     Arthur Leonard Taylor          69       Secretary, Vice President, Director
--------------------------------------------------------------------------------
     Robert George Muscroft         70       Vice President, Director
--------------------------------------------------------------------------------
     Rene Cristobel                 58       Director
--------------------------------------------------------------------------------
     Carlos A. Fernandez            63       Director
--------------------------------------------------------------------------------
     Raghbir Kahbra                 54       Director
--------------------------------------------------------------------------------

Biographical Information on Company=s Officers and Directors:

Herbert John Wilson is the President  and a director of the Company.  Mr. Wilson
graduated  from the  University  of British  Columbia in 1962 with a Bachelor of
Science  degree in  Chemistry.  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 in 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 was
the Chief Executive  Officer and a director of Fenway Resources Ltd., a Delaware
corporation,  until the assets of that  corporation were acquired by the Company
in August 1998.

Arthur Leonard  Taylor is the Secretary,  a Vice President and a director of the
Company.  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,  until the assets of that  corporation
were  acquired  by the  Company in August  1998.  Mr.  Taylor is  currently  the
President of Ramm Venture Corporation.

Robert George  Muscroft is a Vice  President and a director of the Company.  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


                                       11
<PAGE>


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 a director of the Company. 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 a  director  of the  Company.  Mr.  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 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


                                       12
<PAGE>


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 British Columbia corporation, on January 22, 1998.

Raghbir  Kahbra is a director of the Company.  Mr. Kahbra  graduated from Panjab
University in Chandigarh, India with a Bachelor of Science in Combined Sciences.
He also  attended the Control  Data  Institute in  Frankfurt,  Germany  studying
Computer  Technology,  and the  West  Midland  School  of  Business  Studies  in
Wolverhampton,  England, where he studied business. From 1972 to 1974, he worked
for A.G. Frankfurt Airport in Frankfurt,  Germany as a computer technician. From
1974 to 1978, Mr. Kahbra worked for the National  Chemsearch  U.K. Ltd., in West
Bromwich, England as an analyst and programmer. From 1978 to 1981, he worked for
Birmid  Qualcast  Foundries  Ltd.,  in  Smethwick,  England as a senior  systems
analyst.  Mr.  Kahbra  worked for First  Interstate  Bank of Oregon in Portland,
Oregon from 1981 to 1989 as a project  manager.  In 1989,  Mr.  Kahbra  became a
technical  consultant  for  Security  Pacific  Automation  Company  in  Seattle,
Washington,  where he  managed  and  facilitated  the  design,  development  and
utilization of  state-of-the-art  business focused software.  In 1992 Mr. Kahbra
became senior project analyst for Seafirst Bank in Seattle, Washington, where he
researched  and  re-engineered  existing  business  processes  and  managed  new
software implementation. Currently, Mr. Kahbra is employed by Standard Insurance
Company in Portland,  Oregon as a senior project leader.  His areas of expertise
include  Project   Management;   Analysis  and  Design,   Enterprise   Modeling;
Methodology Development; and Business Process Re-engineering.

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 officers,  directors,  and management personnel of
the Company  will be  determined  from time to time by the Board of Directors of
the Company.  Officers,  directors, and management personnel of the Company will
be reimbursed for any out-of-pocket expenses incurred on behalf of the Company.

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
the  President  of the Company and the other  executive  officers of the Company
whose total annual salary and bonus is  anticipated to exceed $50,000 during the
year ending  December 31, 2000.  The Board of Directors of the Company may adopt
an incentive stock option plan for its executive  officers which would result in
additional compensation.


                                       13
<PAGE>


                           SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                  Other Annual      All Other
  Name and Principal Position               Year        Salary($)      Bonus($)   Compensation($)  Compensation($)
------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>              <C>           <C>              <C>
H. John Wilson, President                    2000      400,000.00       None           None            None
------------------------------------------------------------------------------------------------------------------
A. Leonard Taylor, Secretary,                2000      300,000.00       None           None            None
------------------------------------------------------------------------------------------------------------------
Robert George Muscroft, Vice President       2000      200,000.00       None           None            None
------------------------------------------------------------------------------------------------------------------
</TABLE>


Other than as set forth under the heading  "Employment  Agreements" below, there
is no arrangement for compensation of the named Executive  officers or directors
of  the  Company  in  the  event  of  termination  of  employment,   changes  in
responsibilities  and/or  employment  contracts,  or in the  event of  change of
control of the Company.

Employment  Agreements.  On September 1, 1995,  Fenway Resources Ltd., a British
Columbia corporation, entered into an employment agreement, with a term expiring
August 31, 2000, with H. John Wilson (the "Wilson Agreement"), pursuant to which
Mr. Wilson agreed to act as the  President and Chief  Executive  Officer of that
corporation. The Wilson Agreement was assumed by the Company and is renewable by
mutual consent of the parties for successive five (5) year periods.

Pursuant  to the  terms of the  Wilson  Agreement,  Mr.  Wilson is  entitled  to
compensation in the amount of $400,000 per year,  commencing  September 1, 1995.
Despite the terms of the Wilson  Agreement,  Mr. Wilson has only received $3,250
per month  from the  Company  and has  agreed  to defer  all other  compensation
payable to him until the Company's  board of directors  deems it  appropriate to
pay Mr.  Wilson  the full  amount  of the  compensation  and  benefits  required
pursuant  to the Wilson  Agreement.  The unpaid  compensation  to Mr.  Wilson is
accruing.

Mr.  Wilson is also entitled to  reimbursement  for  out-of-pocket  expenses and
rights and benefits pursuant to any profit sharing, deferred compensation, stock
appreciation  rights,  stock  option or other plans or  programs  adopted by the
Company,  if any,  comparable to rights and benefits  pursuant to such plans and
programs as are customarily granted to persons holding similar positions as that
held by Mr. Wilson or  performing  duties  similar to those  performed by him in
corporations  of similar  size that carry on a similar  type of business as that
carried on by the Company.

On September 1, 1995,  Fenway  Resources Ltd., a British  Columbia  corporation,
entered  into an  employment  agreement  with A.  Leonard  Taylor  (the  "Taylor
Agreement"),  pursuant to which Mr. Taylor  agreed to act as that  corporation's
Secretary and Chief Financial  Officer.  The Taylor Agreement was assumed by the
Company and has terms and conditions  similar to those in the Wilson  Agreement,
with a significant difference in compensation.

Specifically,  pursuant  to the terms of the  Taylor  Agreement,  Mr.  Taylor is
entitled  to  compensation  in the  amount  of  $300,000  per  year,  commencing
September 1, 1995.  Despite the terms of the Taylor  Agreement,  Mr.  Taylor has
only  received  $2,600  per month from the  Company  and has agreed to defer all
other  compensation  payable to him until the Company's board of directors deems
it  appropriate  to pay Mr.  Taylor  the full  amount  of the  compensation  and
benefits required pursuant to the Taylor Agreement.  The unpaid  compensation to
Mr. Taylor is accruing.

On February 1, 1996,  Fenway  Resources  Ltd., a British  Columbia  corporation,
entered into an employment  agreement  with R. George  Muscroft  (the  "Muscroft
Agreement"),  pursuant to which Mr. Muscroft agreed to act as that corporation's
Project  Manager,  Port and Power.  The  Muscroft  Agreement  was assumed by the
Company  and is  substantially  the same as the  Wilson  agreement,  except  for
compensation.

Pursuant to the terms of the  Muscroft  Agreement,  Mr.  Muscroft is entitled to
compensation in the amount of $200,000 per year,  commencing  September 1, 1995.
Despite the terms of the Muscroft  Agreement,  Mr.  Muscroft  has only  received
$3,250 per month from the Company and has agreed to defer all other compensation
payable to him until the


                                       14
<PAGE>


Company's  board of directors  deems it appropriate to pay Mr. Muscroft the full
amount of the  compensation  and  benefits  required  pursuant  to the  Muscroft
Agreement. The unpaid compensation to Mr. Muscroft is accruing.

Compensation  of Directors.  For the Company's  most recently  completed  fiscal
year:

     (a)  no compensation  of any kind was accrued,  owing or paid to any of the
          Company's 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 the Company's  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 $.001 par value  common  stock and the  amount of  options  to
purchase our shares of $.001 par value common stock that each executive  officer
and director hold, rounded to the nearest 1/10 of 1%.

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

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
</TABLE>



                                       15
<PAGE>


<TABLE>
<S>                          <C>                                    <C>                                       <C>
Common Stock                 Raghbir Kahbra, Director                2,000,000**                              10.0%
                             13911 N.W. 21st Avenue
                             Vancouver, Washington 98685


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 "changes 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.

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


                                       16
<PAGE>


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 $89,411.

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.

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.


                                       17
<PAGE>


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 (Approximately US$1.36)*         @ CDN $4.00/share          @ CDN $2.00/share
                                             (Approximately US$2.72)*   (Approximately US$1.36)*
------------------------------------------------------------------------------------------------
With 1:1 warrant                              1 million shares
@ CDN $3.00/share (Approximately US$2.04)*    @ CDN $5.00/share
exercisable at any time                       (Approximately US$3.40)*
                                              exercisable at any time
------------------------------------------------------------------------------------------------
</TABLE>

* Based on exchange rate of 1.47 Canadian dollars to US dollars,  as of December
31, 1999. On or about May 27, 1998, we issued  2,000,000 shares of our $.001 par
value common  stock to Raghbir  Kahbra,  a 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*

5.     Opinion Re: Legality (not applicable)

8.     Opinion Re: Tax Matters (not applicable)

10.1   Option Agreement Regarding Negor RR Cement Corporation Project*

10.2   Agreement of Purchase and Sale of Assets  between  Fenway  Resources Ltd.
       and Nevada/Utah Gold, Inc. dated August 10, 1998*


                                       18
<PAGE>


10.3   Employment Agreement (H. John Wilson) *

10.4   Employment Agreement (A. Leonard Taylor) *

10.5   Employment Agreement (R. George Muscroft) *

10.6   Memorandum  of Agreement  (Dated  August 29, 1996 by and between  Central
       Palawan Mining & Industrial Corporation and Fenway Resources Ltd.) *

10.7   Memorandum of Agreement  (Dated  November 11, 1996 by and between Palawan
       Star Mining Ventures, Inc. and Fenway Resources Ltd.) *

10.8   Memorandum of Agreement  (Dated  November 11, 1996 by and between Pyramid
       Hill Mining & Industrial Corporation and Fenway Resources Ltd.) *

10.9   Amendment to MOA and other Agreements dated March 21, 1997 *

10.10  Agreement  (Dated June 29, 1999) by and between  First  Access  Financial
       Group, Inc. and Fenway International, Inc.***

21     Corporate Chart*

27     Financial Data Schedule


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

**     Previously  filed as exhibits to  Amendment  No. 1 to Form 10-SB filed on
       August 13, 1999.

***    Previously  filed as exhibits to  Amendment  No. 2 to Form 10-SB filed on
       November 5, 1999.

****   Included in Financial Statements.



                                       19
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned in the City of Vancouver, British Columbia, on April 14, 2000.

                                              Fenway International, Inc.,
                                              a Nevada corporation


                                              By:   /s/ H. John Wilson
                                                    -------------------------
                                                    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.


By:      /s/ Arthur Leonard Taylor                              April 13, 2000
         --------------------------------------
         Arthur Leonard Taylor
Its:     Secretary, Vice President and Director


By:       /s/ Robert George Muscroft                            April 14, 2000
         --------------------------------------
         Robert George Muscroft
Its:     Vice President and Director


By:      /s/ Rene Cristobel                                      April 14, 2000
         --------------------------------------
         Rene Cristobel
Its:     Director


By:      /s/ Carlos A. Fernandez                                 April 14, 2000
         --------------------------------------
         Carlos A. Fernandez
Its:     Director


By:       /s/ Raghbir Kahbra                                     April 14, 2000
         --------------------------------------
         Raghbir Kahbra
Its:     Director



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