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

                                   FORM 10-KSB






(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the fiscal year ended December 31, 2000
                                      -----------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the transition period from                to
                                              ---------------    ---------------

Commission File Number: 000-30174

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

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

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

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

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

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

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

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

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

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


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

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

As of April 6, 2001, there were 20,365,141 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 ( )             No (X)



                                       1
<PAGE>



                                     PART I

Item 1. Description of Business.

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

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

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

The details of the Option Agreement are as follows:

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

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

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

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





                                       2
<PAGE>




         As a result of such ownership interest, we shall be entitled to have
         allocated to it ninety percent (90%) of the net profits, losses and
         credits of NCC.

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

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

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

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

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

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

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

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

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




                                       3
<PAGE>



extracted for cement production. PMC was incorporated in the Republic of the
Philippines on August 13, 1998, and has several common directors with us.

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

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

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

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

Products. We are not currently producing any products or supplying any services
to any third parties. However, we are currently negotiating contracts to supply
cement to our customers from other cement suppliers in order to create markets
for our production as well as cash flow prior to start up. 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





                                       4
<PAGE>





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
Vietnam, Thailand, the Philippines and Indonesia. The location of the Palawan
and the Negros Projects provides easy access to the Target Countries.

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

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

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

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

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

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




                                       5
<PAGE>





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

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

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

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

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

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

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






                                       6
<PAGE>







the next fiscal year related to the cost of compliance with applicable
environmental laws, rules and regulations. However, at some time in the future,
our operations may involve the controlled use of hazardous materials. As a
result, we may be subject to various laws and regulations governing the use,
manufacture, storage, handling, and disposal of such materials and certain waste
products. We cannot presently estimate the potential costs of complying with the
applicable foreign environmental laws.

Item 2.  Description of Property.
---------------------------------
Property held by the Company. As of the date specified in the following table,
we held the following property:
<TABLE>
<CAPTION>
=================================================================== ========================== ===============================
                             Property                                     December 31, 2000        December 31, 1999
------------------------------------------------------------------- -------------------------- -------------------------------
<S>                                                                          <C>                                  <C>
Cash and equivalents                                                       $12,257.00                             $ 21,926.00
------------------------------------------------------------------- -------------------------- -------------------------------
Advance Royalty Payments                                                  $160,813.00                            $ 160,813.00
------------------------------------------------------------------- -------------------------- -------------------------------
Project Investments                                                     $2,687,048.00                          $ 2,685,687.00
------------------------------------------------------------------- -------------------------- -------------------------------
Property  and   Equipment   (consists  of  office   equipment  and          $3,795.00                             $  4,791.00
computers, less accumulated depreciation)
=================================================================== ========================== ===============================
</TABLE>

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:

                    Property            December 31, 2000    December 31, 1999
Office equipment                              $ 6,427                $ 6,189
Computers                                     $ 5,360                $ 5,360
                                              -------                -------

Total cost                                    $11,787                $11,549
Less accumulated depreciation                 $ 7,992                $ 6,758
                                              -------                -------

Total property and equipment                  $ 3,795                $ 4,791
                                              -------                -------

We are leasing office facilities in Vancouver, British Columbia, Canada and
Manila, Philippines. Our Vancouver office is a month-to-month lease with a
rental fee of $308 plus occupancy costs. Our Manila office is a month-to-month
lease with a monthly a rental fee of $1,754 plus occupancy costs. The rent
expense for the year ended December 31, 2000, was $39,511.

Item 3.  Legal Proceedings.
---------------------------
We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------
Not applicable.

                                     PART II

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





                                       7
<PAGE>






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

Prices of Common Stock. Our common stock is quoted on the OTC Bulletin Board
(trading symbol: FWIN). Prior to our participation on the OTC Bulletin Board,
there was no public market for our common stock. Our common stock has closed at
a low of $0.4375 and a high of $2.00 for the 52-week period ended April 5, 2001.
This market is extremely limited and the price for our common stock quoted by
brokers is not necessarily a reliable indication of the value of our common
stock.

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

====================================== =============== =======================
                       Period               High                     Low
-------------------------------------- --------------- -----------------------
-------------------------------------- --------------- -----------------------
October 1, 2000 - December 31, 2000        0.8125                   0.4687
-------------------------------------- --------------- -----------------------
-------------------------------------- --------------- -----------------------
July 1, 2000 - September 30, 2000           0.87                     0.50
-------------------------------------- --------------- -----------------------
-------------------------------------- --------------- -----------------------
April 1, 2000 - June 30, 2000              2.0625                   0.625
-------------------------------------- --------------- -----------------------
-------------------------------------- --------------- -----------------------
January 1, 2000 - March 31, 2000            1.75                     0.75
====================================== =============== =======================


Stock Options. As of December 31, 2000, 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, 400,000 expire by their own terms on July
31, 2004, and 200,000 expire by their own terms on December 1, 2004. There were
also 325,000 incentive stock options to purchase common stock at $1.75 per
share, of which 300,000 expire by their own terms on September 28, 2001 and
25,000 expire by their own terms on October 20, 2002.

Warrants. As of December 31, 2000, there were 650,811 outstanding warrants to
purchase common stock. 45,750 of those warrants are purchase common stock at
CDN$5.50 per share which expire on December 5, 2001, 25,250 of those warrants
are purchase common stock at CDN$5.50 per share which expire on February 25,
2002; 28,901 of those warrants are purchase common stock at CDN$5.50 per share
which expire on May 29, 2001; 25,000 of those warrants are purchase common stock
at CDN$5.50 per share which expire on June 2, 2001; and 27,000 of those warrants
are purchase common stock at CDN$5.50 per share 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 26, 2001; 670 warrants to purchase common
stock at $4.00 per share outstanding which expire on October 26, 2001; 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 November 2, 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 December 3, 2001; and 11,112 warrants to purchase
common stock at $3.00 per share outstanding which expire on December 13, 2001.
There were also 228,000 warrants to purchase common stock at $3.00 per share
which expire on March 6, 2002; 100,000 warrants to purchase common stock at
$3.00 per share which expire on May 29, 2002; 25,000 warrants to purchase common
stock at $1.75 per share which expire on October 20, 2002

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, 2000, 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, 2000, 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, 2000,






                                       8
<PAGE>




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

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

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

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

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

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

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

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

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

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





                                       9
<PAGE>






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

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

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

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

Liquidity and Capital Resources. At December 31, 2000, we had cash resources of
$ 12,257. The cash and equivalents constitute our present internal sources of
liquidity. Because we are not generating any revenues at this time from our
operations, our only external source of liquidity is the sale of our capital
stock. We are attempting to acquire funding for both the Palawan Project and the
Negros Project from German financial institutions with assistance from
Krupp-Polysius, a German machinery manufacturing, engineering, trading and
financial services company. Krupp-Polysius has agreed to help us arrange the
export credits and the required loan guaranties for the loans required for both
projects.

Our Plan of Operation For Next 12 Months. Based on current discussions, we
presently anticipate that the necessary financing for the Palawan Project will
be secured during the second quarter of 2001, which will allow us to begin our
preliminary engineering programs during the fourth quarter and initiate
construction in the fourth quarter of 2001. Emphasis will be initially on
completing the port site which is necessary to enable supplies and materials to
be delivered for construction of the plant.

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

Our development schedule contemplates that cement plant construction will
commence in the fourth quarter of 2001 after completion of the initial design
engineering and construction of the port facilities. We anticipate that all
facilities will be constructed by the end of 2003 and full production should
begin in the first quarter of 2004. When direct project development and
construction is in progress, we anticipate that other activities will commence
including environmental requirements and community related initiatives. We
believe that the cement plant will provide economic growth for the southern part
of Palawan and we will be actively involved in developing beneficial programs to
assist the local and indigenous people.

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




                                       10
<PAGE>






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

Our success is dependent upon our ability to secure the necessary financing.
Through the efforts of Krupp-Polysius and Belfinger + Berger, we have received a
letter of interests from German banks to provide all of the export credit and
loan funding. We are currently conducting negotiations for all of the equity
requirements which we believe will be completed in the second quarter of 2001.
We may also obtain financing from the individual contractors for the port, power
and quarry facilities which would reduce our overall financing needs.

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

In the opinion of management, available funds will satisfy our working capital
requirements through June 2001. Our forecast for the period for which our
financial resources will be adequate to support our operations involves risks
and uncertainties and actual results that could fail as a result of a number of
factors. We will need to raise additional capital to develop, promote and
conduct our operations. Such additional capital may be raised through public or
private financing as well as borrowings and other sources. We cannot guaranty
that additional funding will be available on favorable terms, if at all.

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

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

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

                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999







                                       11
<PAGE>





                                TABLE OF CONTENTS

                                                                    Page No.
                                                               -----------------

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

FINANCIAL STATEMENTS

       Balance Sheets..........................................         2

       Statements of Comprehensive (Loss)......................         3

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

       Statement of Stockholders' Equity.......................       5 - 7

       Statements of Cash Flows................................       8 - 9

       Notes to Financial Statements...........................      10 - 26






                                       12
<PAGE>





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Fenway International Inc.



We have audited the accompanying  balance sheets of Fenway International Inc. (a
Nevada corporation) as of December 31, 2000 and 1999, and the related statements
of comprehensive  (loss),  operations,  stockholders' equity, and cash flows for
the years then ended, and for the period from May 7, 1984 (date of inception) to
December 31, 2000. These financial  statements are the  responsibilities  of the
Company's  management.  Our  responsibility  is to  express  an  opinion  on the
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  amounts  and  disclosures  in the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects the financial position of Fenway  International Inc. as of
December 31, 2000 and 1999 and the results of its  operations and its cash flows
for the years  ended  December  31, 2000 and 1999 and for the period from May 7,
1984 (date of inception) to December 31, 2000,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has a deficit working capital,  has incurred
$1,698,942 of development  costs and is still developing its cement  operations.
In  addition,  the Company  must obtain  additional  financing  to continue  its
development plans. These conditions raise substantial doubt about its ability to
continue  as a going  concern.  Management's  plans  regarding  this  matter are
described  in Notes 17 and 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 15, 2001






                                       13
<PAGE>





                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999


                                     ASSETS
<TABLE>
<CAPTION>

                                                                             2000                  1999
                                                                        -------------         -------------
<S>                                                                     <C>                   <C>
CURRENT ASSETS
       Cash and cash equivalents                                        $      12,257         $      21,926
       G.S.T. refund                                                              984                 1,711
                                                                        -------------         -------------
            TOTAL CURRENT ASSETS                                               13,241                23,637
                                                                        -------------         -------------

PROPERTY AND EQUIPMENT, NET OF
   ACCUMULATED DEPRECIATION                                                     3,795                 4,791
                                                                        -------------         -------------

OTHER ASSETS
       Investments in projects in the Republic of the Philippines           2,685,687             2,685,687
       Investment in Palcan Mining and Cement Corporation                       1,361                18,589
       Advance royalty payments                                               160,813               160,813
       Loan receivable                                                         97,307                90,811
       Rent security deposit                                                    4,350                 3,633
                                                                        -------------         -------------
            TOTAL OTHER ASSETS                                              2,949,518             2,959,533
                                                                        -------------         -------------


            TOTAL ASSETS                                                $   2,966,554         $   2,987,961
                                                                        =============         =============
</TABLE>










            See Accompanying Notes and Independent Auditors' Reports.


                                       14
<PAGE>





                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                      2000                   1999
                                                                 --------------         -------------
<S>                                                                     <C>                   <C>
CURRENT LIABILITIES
       Accounts payable
          Trade                                                  $       69,050        $       67,159
         Related parties                                                125,793                73,307
       Accrued liabilities                                               43,599                24,778
       Short-term notes payable                                         215,112               137,656
                                                                 --------------         -------------
             TOTAL CURRENT LIABILITIES                                  453,554               302,900
                                                                 --------------         -------------
STOCKHOLDERS' EQUITY
       Common stock, par value $0.001 per share
            Authorized 100,000,000 shares
            Issued and outstanding
               December 31, 2000 - 20,371,808 shares                     20,372                     0
               December 31, 1999 - 20,037,141 shares                          0                20,037
       Paid in capital in excess of par value of stock                4,207,289             3,712,623
       Cumulative currency translation adjustment                      ( 22,471)             ( 17,019)
       Deficit accumulated during development stage                 ( 1,692,190)          ( 1,030,580)
                                                                 --------------          ------------
            TOTAL STOCKHOLDERS' EQUITY                                2,513,000             2,685,061
                                                                 --------------          ------------
            TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                               $    2,966,554        $    2,987,961
                                                                ===============          ============
</TABLE>







            See Accompanying Notes and Independent Auditors' Reports.


                                       15
<PAGE>







                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF COMPREHENSIVE (LOSS)
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                            Years Ended               May 7, 1984
                                                            December 31,                (Date of
                                                -------------------------------       Inception) to
                                                      2000              1999         December 31, 2000
                                                ------------   ----------------   ---------------------
<S>                                                  <C>               <C>                <C>
NET (LOSS)                                     $  ( 661,610)    $   ( 623,196)     $   ( 1,692,190)

OTHER COMPREHENSIVE (LOSS)
  Foreign currency translation adjustments          ( 5,452)         ( 17,019)            ( 22,471)
                                                -----------    ----------------   ---------------------
NET COMPREHENSIVE (LOSS)                       $  ( 667,062)    $   ( 640,215)     $   ( 1,714,661)

</TABLE>









            See Accompanying Notes and Independent Auditors' Reports.


                                       16
<PAGE>






                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                            Years Ended           May 7, 1984
                                            December 31,           (Date of
                                    --------------------------   Inception) to
                                        2000           1999    December 31, 2000
                                  ---------------------------- -----------------
<S>                               <C>            <C>              <C>
REVENUE - INTEREST INCOME         $    6,752     $         0      $    6,752

DEVELOPMENT COSTS                    668,362         623,196       1,698,942
                                  ----------     ------------     -----------
NET (LOSS)                        $ (661,610)    $  (623,196)     (1,692,190)
                                  ==========     ============     ===========


NET (LOSS) PER COMMON SHARE

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

       Basic and diluted           20,286,585      19,884,488
                                  ===========     ===========
</TABLE>









            See Accompanying Notes and Independent Auditors' Reports.


                                       17
<PAGE>










                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000

<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
                                              -------       --------  ----------
BALANCE, DECEMBER 31, 1984                    608,610           609        4,687

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

BALANCE, DECEMBER 31, 1985                    714,090           714       32,710
                                              -------       --------  ----------
BALANCE, DECEMBER 31, 1996                    714,090           714       32,710
                                              -------       --------  ----------
      Contribution to capital -
         expenses - 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>




            See Accompanying Notes and Independent Auditors' Reports.


                                       18
<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                      ( 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' Reports.


                                       19
<PAGE>












                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY( CONTINUED)
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                                                 Paid In
                                                                                                Capital in
                                                                Common Stock                    Excess of
                                                       --------------------------------          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' Reports.


                                       20
<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                 ( 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)






            See Accompanying Notes and Independent Auditors' Reports.


                                       21
<PAGE>







                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY( CONTINUED)
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


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









            See Accompanying Notes and Independent Auditors' Reports.


                                       22
<PAGE>








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

    $                    0    $                    0    $                    0
                         0                         0                         0

                         0                         0                         0
                   ( 5,452)                        0                         0

                         0                         0                 ( 661,610)
  ------------------------    ----------------------    ----------------------
    $             ( 22,471)   $                    0    $          ( 1,692,190)
  ========================    ======================    ======================






            See Accompanying Notes and Independent Auditors' Reports.


                                       23
<PAGE>












                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,              May 7, 1984 (Date
                                                                 ---------------------------------         of Inception to
                                                                      2000              1999              December 31, 2000
                                                                 ----------------   ---------------    ------------------------
 <S>                                                                 <C>                 <C>                    <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
       Net (loss)                                                 $    ( 661,610)   $     ( 623,196)        $     ( 1,692,190)
       Adjustments to reconcile net (loss)
          to net cash (used) by operating activities:
             Depreciation                                                  1,235              1,608                     3,430
             Contributions to capital and stock
                issued for expenses and services                               0                  0                     9,000
             Common stock issued for finder's fees                         5,001                  0                     5,000
       Changes in operating assets and liabilities:
          Cash-held in lawyer's trust account                                  0                  0                   118,578
          Interest receivable                                                  0                  0                   ( 1,867)
          Accounts receivable                                                  0             12,234                    14,678
          G.S.T. tax refund                                                  727            ( 1,711)                    ( 984)
          Accounts payable                                                54,376             17,827                   136,189
          Accrued liabilities                                             18,821             18,063                    43,599
          Security deposits                                                ( 717)                 0                     ( 717)
                                                                  ---------------   ----------------    -----------------------
          NET CASH (USED) BY OPERATING
             ACTIVITIES                                                ( 582,167)         ( 575,175)              ( 1,365,284)
                                                                  ---------------   ----------------    -----------------------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
       Investment in Palcan Mining and Cement
          Corporations                                                    17,228              4,969                   ( 1,361)
       Changes in loans receivable                                       ( 6,496)           ( 5,600)                 ( 12,096)
       Purchases of property and equipment                                 ( 238)                 0                     ( 238)
                                                                  ---------------   ----------------    -----------------------
          NET CASH (USED) BY INVESTING
             ACTIVITIES                                                   10,494               (631)                 ( 13,695)
                                                                  ---------------   ----------------    -----------------------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
       Proceeds from issuance of common stock                            490,000            593,320                 1,294,145
       Proceeds from short term notes                                     77,456              9,848                   119,562
                                                                  ---------------   ----------------    -----------------------
          NET CASH PROVIDED BY FINANCING
             ACTIVITIES                                                  567,456            603,168                 1,413,707
                                                                  ---------------   ----------------    -----------------------
EFFECT OF EXCHANGE RATE CHANGES
   ON CASH AND CASH EQUIVALENTS                                 $        ( 5,452) $        ( 17,019)       $         ( 22,471)
                                                                  ---------------   ----------------    -----------------------
</TABLE>








            See Accompanying Notes and Independent Auditors' Reports.


                                       24
<PAGE>









                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
             FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                    Years Ended December 31,            May 7, 1984 (Date
                                                                ---------------------------------         of Inception to
                                                                      2000              1999             December 31, 2000
                                                                ----------------  ----------------     ------------------
<S>                                                                 <C>                 <C>                    <C>
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                         $        ( 9,669) $          10,343    $          12,257

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                    21,926             11,583                    0
                                                                ----------------  -----------------    ------------------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                                $         12,257  $          21,926    $          12,257
                                                                ================  =================    ==================


SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

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

       Issuance of 400,000 shares of common
          stock for mineral lease (unknown value)
          and expenses - 1984                                   $              0  $               0    $           3,000
                                                                ================  =================    ==================
       Issuance of common stock for services
          (finder's fees)                                       $          5,001  $               0    $           7,400
                                                                ================  =================    ==================
       Contribution to capital - expenses - 1997                $              0  $               0    $           3,600
                                                                ================  =================    ==================
       Contribution to capital - expenses - 1998                $              0  $               0    $           1,300
                                                                ================  =================    ==================
       Issuance of 7,644,067 shares of stock for
          Fenway Resources Ltd.- August 31, 1998                $              0  $               0    $       2,918,215
                                                                ================  =================    ==================
</TABLE>








            See Accompanying Notes and Independent Auditors' Reports.


                                       25
<PAGE>




                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 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 and is currently  engaged
in the development of these properties.

Cash and Cash Equivalents
-------------------------
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with 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
------------
Provisions  for income taxes are based on taxes  payable or  refundable  for the
current year and deferred taxes on temporary  differences  between the amount of
taxable income and pretax  financial  income and between the tax basis of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted  income tax rates  applicable  to the period in which the  deferred  tax
assets and  liabilities  are expected to be realized or settled as prescribed in
FASB Statement No. 109,  Accounting for Income Taxes.  As changes in tax laws or
rates are enacted,  deferred tax assets and liabilities are adjusted through the
provision for income taxes.







            See Accompanying Notes and Independent Auditors' Reports.

                                       26
<PAGE>








                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.
The accrued vacation pay during each period  presented is considered  immaterial
and  accordingly  no liability has been recorded in the  accompanying  financial
statements.

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

Disclosure About Fair Value of Financial Instruments
----------------------------------------------------
The  Company  estimates  that the fair  value of all  financial  instruments  at
December  31, 2000 and 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.

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.

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






             See Accompanying Notes and Independent Auditors' Reports.


                                       27
<PAGE>
<PAGE>




                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation (Continued)
----------------------------------------
nature of the account.  Revenues and expenses are translated at average rates of
exchange  in  effect  during  the year.  The  resulting  cumulative  translation
adjustments have been recorded as a separate component of stockholders'  equity.
Foreign currency  translations  gains and loses are included in consolidated net
income.  The  financial  statements  are  presented in United  States of America
dollars.

NOTE 2  DEVELOPMENT STAGE OPERATIONS

As of December 31, 2000, 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.

The Company  expensed  $668,362 and $623,196 of development  costs for the years
ended December 31, 2000 and 1999, respectively,  and $1,698,942 from May 7, 1984
(date of inception) to December 31, 2000.

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:

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







            See Accompanying Notes and Independent Auditors' Reports.


                                       28
<PAGE>





                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


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

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:

                                Number of
                                 Shares                Amount           Amount
                 Name          Subscribed            Subscribed          Paid
    ----------------------- ------------------ ----------------- ---------------
    Rene E. Cristobal                     200    p       200,000   p      50,000
    Carlos A. Fernandez                   150            150,000          37,500
    Dativa C. Dimaano-
       Sangalang                          250            250,000          62,500
    Arthur Leonard Taylor                   1              1,000           1,000
    Herbert John Wilson                     1              1,000           1,000
    Fenway International Inc.             398            398,000         398,000
                           ------------------  -----------------  --------------
                                        1,000    p     1,000,000   p     550,000
                           ==================  =================  ==============

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' Reports.


                                       29
<PAGE>







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

                                    Number of
                                     Shares          Amount           Amount
                    Name           Subscribed      Subscribed          Paid
    ----------------------         ----------      -----------  ---------------
    Rene E. Cristobal                 170     p       170,000    p       42,500
    Carlos A. Fernandez               150             150,000            37,500
    Dativa C. Dimaano-
       Sangalang                      180             180,000            45,000
    Laurie G. Maranda                   1               1,000             1,000
    Robert George Muscroft              1               1,000             1,000
    Arthur Leonard Taylor               1               1,000             1,000
    Herbert John Wilson                 1               1,000             1,000
    Fenway International Inc.       4,496           4,496,000         4,496,000
                                   ---------  ---------------    --------------
                                    5,000     p     5,000,000    p    4,625,000
                                   =========  ===============    ==============







            See Accompanying Notes and Independent Auditors' Reports.


                                       30
<PAGE>







                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 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% equity interest in the JVMC.

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

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






            See Accompanying Notes and Independent Auditors' Reports.


                                       31
<PAGE>







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

     10% equity interest in the JVCC .

F.   Conditions Precedent to this Agreement

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

G.   Share Options and Warrants

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







            See Accompanying Notes and Independent Auditors' Reports.


                                       32
<PAGE>






                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


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

                        CPMIC               PALAWAN STAR        PYRAMID HILL
      Nine hundred thousand shares     1 million shares         4 million shares
      @ CDN $2.00/sh                   @ CDN $4.00/sh           @ CDN $2.00/sh
      With 1:1 warrant                 1million shares
      @ CDN $3.00/sh                   @ CDN $5.00/sh
      exercisable at any time          exercisable at any time


    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.

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

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

The following are the details of the option agreement:

A.    For a period of four (4) years following the date of acceptance by the
      Company of a commercial feasibility study and report for the project,
      which study and report are sufficient to enable the Company to obtain any
      and all funds necessary or appropriate





            See Accompanying Notes and Independent Auditors' Reports.

                                       33
<PAGE>






                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


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

       to finance the development and operation of the project, that number of
       shares of the Company's $.001 par value common stock equal to the lesser
       of (a) two million (2,000,000) such shares, or (b) equal to ten percent
       (10%) of the then issued and outstanding shares of that common stock, at
       a purchase price of five United States Dollars ($5.00) per share.

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

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

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

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

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





            See Accompanying Notes and Independent Auditors' Reports.


                                       34
<PAGE>



                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


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

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

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

NOTE 6  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:

                                                  2000                1999
                                             ----------       -------------
  Office equipment                           $    6,427       $    6,189
  Computers                                       5,360            5,360
                                             ----------       -------------
           Total cost                            11,787           11,549

  Less accumulated depreciation                   7,992            6,758
                                             ----------       -------------
           Total property and equipment      $    3,795       $    4,791
                                             ==========       =============

Depreciation  expense for the years ended December 31, 2000 and 1999 amounted to
$1,235 and $1,608, respectively.





            See Accompanying Notes and Independent Auditors' Reports.


                                       35
<PAGE>





                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

NOTE 8   INCOME  TAXES
                                                                    2000                  1999
                                                            -------------------    --------------------
   <S>                                                              <C>                   <C>
  (Loss) before income taxes                                 $        ( 661,610)     $          623,196
                                                            -------------------    --------------------
  The provision for income taxes is
    estimated as follows:
           Currently payable                                 $                0      $                0
                                                            -------------------    --------------------
           Deferred                                          $                0      $                0
                                                            -------------------    --------------------
  A reconciliation of the provision for income
    taxes compared with the amounts at the
    Federal Statutory and Foreign Income Tax
    Rates is as follows:
           Tax at Federal Statutory
              Income Tax Rates                               $                0      $                0
                                                            -------------------    --------------------
           Tax at Foreign Income Tax Rates                   $                0      $                0
                                                            -------------------    --------------------

                                                                    2000                  1999
                                                            -------------------    --------------------
  Deferred income tax assets and liabilities
    reflect the impact of temporary differences
    between amounts of assets and liabilities for
    financial reporting purposes and the basis of
    such assets and liabilities as measured by tax
    laws.
           The net deferred tax asset is:                    $                0      $                0
                                                            -------------------    --------------------
           The net deferred tax liability is:                $                0      $                0
                                                            -------------------    --------------------
  Temporary differences and carry forwards that
    give rise to deferred tax assets and liabilities
    include the following:

                                                                         Deferred Tax at
                                                                         December 31, 2000
                                                             ------------------------------------------
                                                                   Assets              Liabilities
                                                             -------------------  ---------------------

           Net operating losses                               $         427,000     $                 0

           Valuation allowance                                          427,000                       0
                                                            -------------------    --------------------
           Total deferred taxes                               $               0     $                 0
                                                            ===================    ====================
</TABLE>








            See Accompanying Notes and Independent Auditors' Reports.


                                       36
<PAGE>


                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 8   INCOME  TAXES (CONTINUED)

         A reconciliation of the valuation allowance is as follows:

                                               2000                  1999
                                         -----------------    ------------------
 Balance, beginning of year              $         261,900     $         102,000

 Addition for the year                             165,100               159,900

 Balance, end of year                    $         427,000     $         261,900

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                         640,216        December 31, 2019
 December 31, 2000                         661,610        December 31, 2020
                          ------------------------
                             $           1,709,210
                          ========================


NOTE 10  SHORT-TERM NOTES PAYABLE

Related parties
                                                           2000          1999
                                                       -----------    ----------
     Unsecured, 12% note dated June 3, 1998
     for $150,000 Canadian dollars.  There is
     no due date on the note.                          $  100,080     $  103,242

     Unsecured, 12% note dated September 28,
     1998 for $50,000 Canadian dollars.  There
     is no due date on the note.                           33,360         34,414

     Two unsecured notes dated October 18, 2000.
     The notes bear interest at 10% and are due on
     April 18, 2001.  The lender received 6,667
     shares of common stock of the Company plus
     two year warrants to acquire 25,000 shares of
     the Company stock at $1.75.                           75,000              0









            See Accompanying Notes and Independent Auditors' Reports.


                                       37
<PAGE>







                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 10  SHORT-TERM NOTES PAYABLE (CONTINUED)

Non-related parties
                                                    2000               1999
                                              ----------------     -------------
Unsecured 8.51% note dated July 4, 2000.
The note does not have a due date.             $         6,672     $           0
                                              ----------------     -------------
                                               $       215,112     $     137,656
                                              ================     =============
NOTE 11  STOCK OPTIONS

     The Company has stock options outstanding at December 31, 2000 as follows:

                                   Number of     Exercise          Expiration
       Name of Optionee             Shares        Price               Date
-----------------------           -----------    ---------        -------------
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
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
J. Roderick Ainsworth               200,000       US $3.00        July 31, 2004
Stephen C. Bauer                    300,000       US $1.75   September 28, 2001
Peter Johnson                        25,000       US $1.75     October 20, 2002
Basillo Ayson                       200,000       US $3.00     December 1, 2004
                                  ----------
                                  4,341,926
                                  ==========

At December 31, 2000 the Company had a stock-based compensation plan under which
options were granted to employees and outside  directors.  The Company  measures
the  compensation  cost for these  plans  using the  intrinsic  value  method of
accounting  prescribed  by APB Opinion No. 25  (Accounting  for Stock  Issued to
Employees).  Given the terms of the Company's  plans, no  compensation  cost has
been recognized for its stock option plan.






            See Accompanying Notes and Independent Auditors' Reports.


                                       38
<PAGE>







                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 11  STOCK OPTIONS (CONTINUED)

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

                                                 2000                           1999
                                     ---------------------------      -------------------------
                                     As Reported       Pro Forma       As Reported    Pro Forma
                                     -----------     -----------      ------------    ---------
       <S>                             <C>            <C>               <C>             <C>
       Net (loss)                    $ ( 661,610)  $   ( 835,070)      $  (639,176)  $ (812,636)

       (Loss) per share attribut-
          able to common stock       $     ( .03)  $       ( .04)      $      (.03)  $     (.04)
</TABLE>

  A summary of the all options is as follows:

       Balance at
          January 1, 2000                    4,016,926
       Options issued                         525,000
       Options exercised                            0
       Options canceled                      ( 200,000)
                                          -------------
       Balance at
          December 31, 2000                  4,341,926
                                          =============

  Information regarding stock options outstanding as of December 31, 2000 and
  1999 is as follows:
<TABLE>
<CAPTION>

                                                               2000                    1999
                                                      -----------------------  ------------------
  <S>                                                   <C>                     <C>
  Price range                                         $       1.75 - $3.00     $            3.00
  Weighted average exercise price                     $               2.91                  3.00
  Weighted average remaining contractual life            3 years, 9 months     4 years, 6 months
</TABLE>






            See Accompanying Notes and Independent Auditors' Reports.


                                       39
<PAGE>




                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 12   STOCK WARRANTS

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

Warrants outstanding as of December 31, 2000.

 45,750 Shares at a price of Canadian $5.50 per share if exercised on or before
        December 5, 2001
 25,250 Shares at a price of Canadian $5.50 per share if exercised on or before
        February 25, 2002
 28,901 Shares at a price of Canadian $5.50 per share if exercised on or before
        May 29, 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 26, 2001
    670 Shares at a price of  United  States  $4.00 per share if exercised on or
        before October 26, 2001
 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 November 2, 2001
 25,000 Shares at a price of  United  States  $3.00 per  share if  exercised on
        or before September 11, 2001
  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 December 3, 2001
 11,112 Shares at a price of  United  States  $3.00 per  share if  exercised on
        or before December 13, 2001
228,000 Shares at a price of  United  States  $3.00 per  share if  exercised on
        or before March 6, 2002
100,000 Shares at a price of  United  States  $3.00 per  share if  exercised on
        or before May 29, 2002
 25,000 Shares at a price of United States $1.75 per share if exercised on or
        before October 20, 2002
-------
650,811
=======





            See Accompanying Notes and Independent Auditors' Reports.


                                       40
<PAGE>








                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


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 interest expense of $18,626 and $18,066 for the
          years ended December 31, 2000 and 1999, respectively.

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 - month to month rental

          Future minimum lease payments are as follows:

                   December 31, 2001                            $        616
                                                                =============

          Rent expense for the years ended December 31, 2000 and 1999 were
          $39,511 and $40,233, respectively.

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>






            See Accompanying Notes and Independent Auditors' Reports.


                                       41
<PAGE>








                            FENWAY INTERNATIONAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 17    GOING CONCERN

           These financial statements are presented on the basis that the
           Company is a going concern. Going concern contemplates the
           realization of assets and the satisfaction of liabilities in the
           normal course of business over a reasonable length of time.  The
           Company has a deficit working capital, has incurred development
           losses of $1,698,942 from inception and needs financing to develop
           the cement operations.These factors raise substantial doubt as to
           the Company's ability to continue as a going concern.

           Management of the Company has received a commitment for Bridge
           Financing (see Note 18)for the initial development of the cement
           operations.  The ability of the Company to continue as a going
           concern is dependent upon the receipt of the Bridge Financing and
           future long range development financing.  The financial statements
           do not include any adjustments that might be necessary if the Company
           is unable to continue as a going concern.

NOTE 18    BRIDGE LOAN AGREEMENT

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

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

           The Company will secure the loan with 1,000,000 shares of its capital
           stock.



            See Accompanying Notes and Independent Auditors' Reports.


                                       42
<PAGE>
















Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------
There have been no changes in or disagreements with the Company's accountants
since our formation required to be disclosed pursuant to Item 304 of Regulation
S-B, 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




                                       43
<PAGE>







future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives. However, we cannot guaranty that each executive will remain with us
during or after the term of his or her employment agreement. In addition, our
success depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. All of
our officers and directors will hold office until their resignation or removal.

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

========================== ============ ======================================
Name                           Age      Position
-------------------------- ------------ --------------------------------------
Herbert John Wilson            60       President, Director
-------------------------- ------------ --------------------------------------
Arthur Leonard Taylor          71       Secretary, Vice President, Director
-------------------------- ------------ --------------------------------------
Robert George Muscroft         72       Vice President, Director
-------------------------- ------------ --------------------------------------
Rene Cristobel                 60       Director
-------------------------- ------------ --------------------------------------
Carlos A. Fernandez            65       Director
========================== ============ ======================================


Herbert John Wilson is our President and one of our  directors.  Mr. Wilson
graduated from the University of British  Columbia in 1962 with a Bachelor of
Science degree in 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 our Secretary, a Vice President and one of our
directors. In 1952, Mr. Taylor became a Chartered Accountant in the Province of
British Columbia with Price  Waterhouse. In 1954, he enrolled in the Executive
Development Program at the University of British Columbia. From 1952 to 1957,
Mr.Taylor worked as a Staff Accountant with Scott Paper Inc. in  Philadelphia.
He then became the Senior Financial Analyst for MacMillan Bloedel. In 1960, Mr.
Taylor became the  Vice  President of  Operations for  McDonald's  Drive-In
Restaurants. From 1963 to 1971, Mr. Taylor was the Executive Vice President and
General Manager of Burke's  World-Wide  Travel Ltd. From 1973 to 1981, he worked
for Global Travel Computer Ltd., as Vice President. In 1981, Mr. Taylor accepted
a position as a Consultant for Ramm Venture Corporation and Hallmark  Resources
Inc. In 1983, he became Vice President and Director of  Franchising  for Marlin
Travel in Vancouver, British Columbia. Mr. Taylor was the President of Alliance
of Canadian Travel  Associations from 1991 to 1992, then became President of the
Universal Federation of Travel Agents Association. Mr. Taylor was the Secretary,
a Vice  President and a director of Fenway  Resources  Ltd., a British  Columbia
corporation, from  February 10, 1992 until June 10, 1998 when Fenway  Resources
Ltd., a British Columbia corporation,  was domesticated in the State of Delaware
as a Delaware corporation. Mr. Taylor was the Secretary and a director of Fenway
Resources  Ltd., a Delaware  corporation, 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 our Vice President and one of our directors. Mr.
Muscroft holds a Bachelor of Science degree in Mining Engineering from the
University of Toronto. Mr. Muscroft currently holds professional affiliations
with the Association of Professional Engineers in British Columbia, the
Association of Professional Engineers in Ontario and the Canadian Institute of
Mining and Metallurgy. Mr. Muscroft worked for Steep Rock Iron Mines in 1953 as
a Junior Engineer. In 1954, he became the Shift Boss for United Keno Hill Mines
in the Yukon Territory. In 1968, he accepted a position as Project Manager of
Cerro's Pine Bay Mine in Flin Flon, Manitoba. From there, he became the General




                                       44
<PAGE>






Superintendent of Patino's Copper Rand Mine in 1969. From 1970 to 1975, he
managed the Manitou Barvue Mines and from 1975 to 1977 he managed Kerr Addison's
Agnew Lake Mine. From 1978 to 1979, Mr. Muscroft worked as Project Engineer for
Ontario Hydro. From 1979 to 1982, he was the Senior Project Engineer for Placer
Development Corporation. In 1982, he accepted a position as the Senior Mining
Engineer for the Government of the Northwest Territories. From 1984 to 1995, Mr.
Muscroft worked as an Independent Consulting Engineer for Fenway Resources Ltd.,
a British Columbia corporation. He also later assumed a position as a director
of that corporation on September 6, 1991.

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

Carlos A. Fernandez is one of our directors. 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 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.





                                       45
<PAGE>






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

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

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

Item 10.  Executive Compensation
---------------------------------
Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to the Company payable to
our president and other executive officers whose total annual salary and bonus
is anticipated to exceed $50,000 during the year ending December 31, 2001. Our
Board of Directors may adopt an incentive stock option plan for our executive
officers which would result in additional compensation.
<TABLE>
<CAPTION>
======================================== ========= ================== ============ ======================= =======================
                                                                                        Other Annual             All Other
         Name and Principal Position       Year      Salary(CND$)      Bonus($)       Compensation($)         Compensation($)
<S>                                                            <C>          <C>                   <C>                     <C>
---------------------------------------- --------- ------------------ ------------ ----------------------- -----------------------
H. John Wilson, President                  2001       400,000.00*        None               None                    None
---------------------------------------- --------- ------------------ ------------ ----------------------- -----------------------
A. Leonard Taylor, Secretary,              2001       300,000.00*        None               None                    None
---------------------------------------- --------- ------------------ ------------ ----------------------- -----------------------
Robert George Muscroft, Vice President     2001       200,000.00*        None               None                    None
======================================== ========= ================== ============ ======================= =======================
</TABLE>

* In the event of an unfriendly or hostile take over, the following employment
agreements will effective and all past compensation will become due and payable:

H. John Wilson's agreement commences on September 1, 1995, expires on August 31,
2000 and is renewable in 5-year  periods. The compensation is CND$400,000 per
year.

A. Leonard Taylor's agreement commences on September 1, 1995, expires on August
31, 2000 and is renewable in 5-year periods. The compensation is CND$300,000 per
year.

Robert George Muscroft's agreement commences on February 1, 1996, expires on
August 31, 2000 and is renewable in 5-year periods. The compensation is
CND$200,000 per year.

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

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




                                       46
<PAGE>





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

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

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

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

Common Stock                Fenway Resources Ltd., a Delaware         7,644,867 Shares                         38.2%
                            corporation

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

Title of Class                Name of Beneficial Owner                 Amount of Beneficial Owner              Percent of Class
--------------                ------------------------                 --------------------------              ----------------

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

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

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

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

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

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

</TABLE>

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

Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of our common stock
which




                                       47
<PAGE>




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 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






                                       48
<PAGE>






contract out the property and the operation of the property; or otherwise
dispose of, pledge, mortgage, deed in trust, hypothecate and deal in mining
claims, land related to production from the mining claims, timber lands, water,
and water rights and other property, both real and personal.

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

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

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

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

The agreement also specifies that the Consortium members will have options to
purchase shares of our common stock, subject to regulatory approvals and other
conditions, as follows:
<TABLE>
<CAPTION>
===================================== ============================== =============================
                    CPMIC                                PSMVI                          PHMIC
------------------------------------- ------------------------------ -----------------------------
<S>                                      <C>                             <C>
Nine hundred thousand shares @ CDN    1 million shares               4 million shares
$2.00/share                           @ CDN $4.00/share              @ CDN $2.00/share
With 1:1 warrant                      1 million shares
@ CDN $3.00/share                     @ CDN $5.00/share
exercisable at any time               exercisable at any time
===================================== ============================== =============================
</TABLE>

On or about May 27, 1998, we issued 2,000,000 shares of our $.001 par value
common stock to Raghbir Kahbra, a former director of the Company, for a total
consideration of $20,000.

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

Item 13.  Exhibits and Reports on Form 8-K

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

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

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




                                       49
<PAGE>





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

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

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


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

(b) Reports on Form 8-K
-----------------------
None.






                                       50
<PAGE>







SIGNATURES

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

                  Fenway International, Inc.,
                  a Nevada corporation


          By:     /s/ H. John Wilson                          April __, 2001
                  ------------------------------------
                  H. John Wilson
          Its:    President


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

Fenway International, Inc.


/s/ A. Leonard Taylor                           April __, 2001
------------------------------------
A. Leonard Taylor
Secretary, Vice President and Director


/s/ Robert George Muscroft                      April __, 2001
---------------------------
Robert George Muscroft
Vice President and Director


/s/ Rene Cristobel                              April __, 2001
------------------------------------
Rene Cristobel
Director


/s/ Carlos A. Fernandez                         April __, 2001
---------------------------
Carlos A. Fernandez
Director







                                       51
<PAGE>