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

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

     For the transition period from _______________ to ________________

     Commission file number 0-27447

EURASIA GOLD FIELD, INC.
(Exact name of small business issuer as specified in its charter)

Florida                                             98-0190293
(State or other jurisdiction of incorporation or    (IRS Employer Identification
organization)                                       No.)

1505 - 1060 ALBERNI STREET, VANCOUVER B.C. CANADA V6E 4K2
(Address of principal executive offices)

(604) 687-4432
(Issuer's Telephone Number)


--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the Exchange Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [_]

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check,  whether the  registrant  filed all documents and reports  required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by court.

YES [_]  NO [_]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  12,100,000 shares of Common Stock
were outstanding as of September 30, 2000.

Transitional Small Business Disclosure Format (check one);

YES [_]  NO [X]


<PAGE>

                            EURASIA GOLD FIELDS, INC

     This quarterly  report contains  statements that plan for or anticipate the
future and are not  historical  facts.  In this  Report  these  forward  looking
statements  are  generally  identified  by words such as  "anticipate",  "plan",
"believe",   "expect",   "estimate",  and  the  like.  Because  forward  looking
statements involve future risks and uncertainties,  these are factors that could
cause actual  results to differ  materially  from the estimated  results.  These
risks and uncertainties are detailed in Part 1 - Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".

The Private  Securities  Litigation  Reform Act of 1995,  which provides a "safe
harbor" for such statements, may not apply to this Report.


                            EURASIA GOLD FIELDS, INC.

                                      INDEX


                                                                      Page No.
                                                                      --------

PART I.  Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets --                         3
                  September 30, 2000 and December 31, 1999

                  Consolidated Statements of Operations --               4
                  Six Months Ended September 30, 2000

                  Consolidated Statements of cash Flows --               5
                  Six Months Ended September 30, 2000

                  Notes to Consolidated Financial Statements             6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations          9

PART II. Other Information

Item 1.           Legal Proceedings                                      11

Item 2.           Changes in Securities                                  11

Item 3.           Defaults Upon Senior Securities                        11

Item 4.           Submission of Matters to A Vote of Security Holders    11

Item 5.           Other Information                                      11

Item 6.           Exhibits and Reports on Form 8-K                       11

Signatures                                                               12

Financial Data Schedule                                                  13


                                       2
<PAGE>

EURASIA GOLD FIELDS, INC. & SUBSIDIARIES
(An exploration stage enterprise)


<TABLE>
<CAPTION>
Consolidated Balance Sheets (Unaudited)
September 30, 2000 and December 31, 1999
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------------------------
                                                                   September 30,      December 31,
                                                                       2000               1999
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>
ASSETS

Current
   Cash                                                              $  47,663           $ 215,222
   Notes receivable - related party                                    144,614              72,071
   Available-for-sale securities                                         8,232             254,562
--------------------------------------------------------------------------------------------------
                                                                       200,509             541,855

Mineral property rights                                                    --                  --
--------------------------------------------------------------------------------------------------
Total assets                                                         $ 200,509           $ 541,855
==================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current
   Accounts payable and accrued liabilities                          $  18,805           $   8,500
--------------------------------------------------------------------------------------------------
                                                                        18,805               8,500
Stockholders' Equity
   Share capital,
         Authorized
             50,000,000 common shares, par value $0.001
         Issued
           12,100,000 common shares                                     12,100              12,100
Additional paid in capital                                             999,900             999,900
Deficit accumulated during the development stage                      (823,528)           (531,972)
Accumulated other comprehensive income (loss)
    Unrealized (loss) gain on securities available for sale             (6,768)             53,327
--------------------------------------------------------------------------------------------------
Stockholders' equity                                                   181,704             533,355
--------------------------------------------------------------------------------------------------

Total liabilities and stockholders' equity                           $ 200,509           $ 541,855
==================================================================================================
</TABLE>

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


                                       3
<PAGE>



<TABLE>
<CAPTION>
EURASIA GOLD FIELDS, INC. & SUBSIDIARIES
(An exploration stage enterprise)

Consolidated Statements of Operations (Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------------------------------------
                                                     May 22,1995            Nine Months           Nine Months
                                                  (inception) to                  Ended                 Ended
                                                   September 30,          September 30,         September 30,
                                                            2000                   2000                  1999
--------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>                    <C>
General and administrative expenses
  Administrative and general                        $    171,350           $     17,868           $     40,056
  Professional fees - accounting and legal                92,339                  5,752                  6,413
  Salaries and consulting fees                            83,405                  7,912                 17,471
--------------------------------------------------------------------------------------------------------------

                                                         347,094                 31,532                 63,940

Exploration expenses                                     536,674                265,762                 79,045
--------------------------------------------------------------------------------------------------------------

                                                         883,768                297,294                142,985
--------------------------------------------------------------------------------------------------------------
Less: Income (loss)
  Interest income                                         61,970                  2,401                 24,523
  Interest expense                                        (6,555)                  (667)                  (441)
  Gain (loss) on sale of securities                        4,888                  4,888                     --
  Foreign exchange gain (loss)                               (63)                  (884)                 2,964
--------------------------------------------------------------------------------------------------------------

                                                          60,240                  5,738                 27,046
--------------------------------------------------------------------------------------------------------------

Net (loss) for the period                           $   (823,528)          $   (291,556)          $   (115,939)
==============================================================================================================

(Loss) per share                                                           $      (0.02)          $      (0.01)
==============================================================================================================

Weighted average shares outstanding                                          12,100,000             12,100,000
==============================================================================================================
</TABLE>

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


                                       4
<PAGE>


<TABLE>
<CAPTION>
EURASIA GOLD FIELDS, INC. AND SUBSIDIARIES
(An exploration stage enterprise)

Consolidated Statement of Cash Flows (Unaudited)
(Expressed in U.S. Dollars)
---------------------------------------------------------------------------------------------------------------------
                                                                   May 22           Nine Months          Nine Months
                                                         1995 (inception)                 Ended                Ended
                                                         to September 30,         September 30,        September 30,
                                                                     2000                  2000                 1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                   <C>                   <C>
Cash flows from (used in) operating activities
  Net (loss) for the period                                   $  (823,528)          $  (291,556)          $  (115,939)
  Adjustments to reconcile net loss to net cash used
  in operating activities
   - realized loss (gain) on sale of investments                   (4,888)               (4,888)                 --
   - issuance of common stock for
     mineral properties                                             7,000                  --                    --
  Changes in assets and liabilities
   - decrease (increase) in notes receivable
     from related party                                          (144,614)              (72,543)               (2,900)
   - increase(decrease) in accounts payable                        23,805                10,305               (12,292)
---------------------------------------------------------------------------------------------------------------------
                                                                 (942,225)             (358,682)             (131,131)
---------------------------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities
  Proceeds from sale of securities                                210,171               210,171                  --
  Purchase of available for sale securities                      (220,283)              (19,048)              (15,000)
---------------------------------------------------------------------------------------------------------------------
                                                                  (10,112)              191,123               (15,000)

Cash flows from financing activities
  Proceeds from issuance of common stock                        1,000,000                  --                    --
---------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash for the period                         47,663              (167,559)             (146,131)

Cash and cash equivalents, beginning of period                       --                 215,222               519,229
---------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                      $    47,663           $    47,663           $   373,098
=====================================================================================================================
</TABLE>

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


                                       5
<PAGE>

Notes to Interim Consolidated Financial Statements (Unaudited)

1.   Basis of Presentation

          The accompanying unaudited condensed consolidated financial statements
     have  been  prepared  in  accordance  with  generally  accepted  accounting
     principles for interim financial  information and with the instructions for
     Form 10-QSB and Item 310 (b) of Regulation  S-B.  Accordingly,  they do not
     include all the  information and footnotes  required by generally  accepted
     accounting principles for complete financial statements.  In the opinion of
     management,   all  adjustments   (consisting   only  of  normal   recurring
     adjustments)  considered  necessary  for  a  fair  presentation  have  been
     included.  Operating  results for the nine-month period ended September 30,
     2000 are not necessarily indicative of the results that may be expected for
     the year ended December 31, 2000.

          The  preparation of financial  statements in conformity with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.  In the opinion of management,  all adjustments (consisting only
     of  normal  recurring   adjustments)   considered   necessary  for  a  fair
     presentation  have been  included.  Operating  results  for the  nine-month
     period  ended  September  30, 2000 are not  necessarily  indicative  of the
     results that may be expected for the year ended December 31, 2000.

          The balance  sheet at December  31, 1999 has been derived from audited
     financial  statements at that date. The consolidated  financial  statements
     and footnotes  thereto included in Eurasia Gold Fields,  Inc. Annual Report
     on Form 10-KSB for the year ended  December  31, 1999 should be reviewed in
     connection with these condensed consolidated financial statements.

          The  continued  operations  of  the  Company  is  dependent  upon  the
     discovery  of  economically  recoverable  reserves  or  proceeds  from  the
     dispositions  thereof,  the ability of the Company to obtain  financing  to
     complete development of the properties and on future profitable operations.

          All dollar  amounts  are in United  States  dollars  unless  otherwise
     indicated.  At the  transaction  date, each asset,  liability,  revenue and
     expense is translated into U.S.  dollars by the use of the exchange rate in
     effect at that date. At the period end, monetary assets and liabilities are
     translated  into U.S.  dollars by using the exchange rate in effect at that
     date.  The  resulting  foreign  exchange  gains and losses are  included in
     operations.

          The respective  carrying value of certain  on-balance-sheet  financial
     instruments  approximated  their fair values.  These financial  instruments
     include cash and accounts payable and accrued liabilities. Fair values were
     assumed to approximate  carrying  values for these  financial  instruments,
     except where noted,  since they are short term in nature and their carrying
     amounts  approximate  fair  values or they are  receivable  or  payable  on
     demand.  Management  is of the  opinion  that the Company is not exposed to
     significant  interest,   credit,  or  currency  risks  arising  from  these
     financial instruments.

          In April 1998, the American  Institute of Certified Public Accountants
     issued  Statement  of Position  98-5,  "Reporting  on the Costs of Start-up
     Activities",   ("SOP  98-5")  which  provides  guidance  on  the  financial
     reporting of start-up costs and  organization  costs.  It requires costs of
     start-activities  and  organization  costs to be expensed as incurred.  SOP
     98-5 is effective for fiscal years  beginning  after December 15, 1998 with
     initial  adoption  reported  as  the  cumulative  effect  of  a  change  in
     accounting  principle.  Adoption of this standard has no material effect on
     the financial statements.

          In September  1998, the Financial  Accounting  Standards  Board issued
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities".  SFAS No. 133 requires  companies to recognize all derivatives
     contracts  as either  assets or  liabilities  in the  balance  sheet and to
     measure them at fair value. If certain conditions are met, a derivative may
     be specifically  designated as a hedge,  the objective of which is to match

                                       6
<PAGE>

     the timing of gain or loss  recognition on the hedging  derivative with the
     recognition  of (i) the  changes in the fair  value of the hedged  asset or
     liability  that are  attributable  to the hedged risk or (ii) the  earnings
     effect  of  the  hedged  forecasted  transaction.   For  a  derivative  not
     designated  as a  hedging  instrument,  the gain or loss is  recognized  in
     income in the period of change.  SFAS No. 133 is  effective  for all fiscal
     quarters of fiscal years beginning after September 15, 2000.

          Historically,  the Company has not entered into derivatives  contracts
     either to hedge existing risks or for  speculative  purposes.  Accordingly,
     the Company  does not expect  adoption of the new  standards  on January 1,
     2000 to affect its financial statements.

          Exploration  costs are charged to operations as incurred as are normal
     development costs until such time that proven reserves are discovered. From
     that time forward, the Company will capitalize all costs to the extent that
     future cash flow from reserves equals or exceeds the costs deferred.  As at
     September  30, 2000 and December 31, 1999,  the Company did not have proven
     reserves. Cost of initial acquisition of mineral rights and concessions are
     capitalized until the properties are abandoned or the right expires.

          Exploration  activities conducted jointly with others are reflected at
     the Company's proportionate interest in such activities.

          Costs related to site  restoration  programs are accrued over the life
     of the project.

          The  Company  places its cash and cash  equivalents  with high  credit
     quality financial institutions. The Company routinely maintains balances in
     a financial institution beyond the insured amount. As of September 30, 2000
     Company had $Nil in a bank beyond insured limits

          The Company expenses advertising costs as incurred.  Total advertising
     costs charged to expenses for the nine-months  ended September 30, 2000 and
     1999 were $Nil and $16,464, respectively.

          The Company has adopted  Statement of Financial  Accounting  Standards
     (SFAS") No. 109,  "Accounting for Income Taxes", which requires the Company
     to recognize  deferred tax  liabilities  and assets for the expected future
     tax  consequences  of events  that have been  recognized  in the  Company's
     financial  statements or tax returns using the liability method. Under this
     method,  deferred tax  liabilities  and assets are determined  based on the
     temporary  differences  between the  financial  statement  and tax bases of
     assets and  liabilities  using  enacted tax rates in effect in the years in
     which the differences are expected to reverse.

          Certain  long-term  assets of the Company are reviewed when changes in
     circumstances  require  as to  whether  their  carrying  value  has  become
     impaired,  pursuant to  guidance  established  in  Statement  of  Financial
     Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to be Disposed of".  Management
     considers  assets to be impaired if the carrying  value  exceeds the future
     projected  cash flows from  related  operations  (undiscounted  and without
     interest  charges).  If impairment  is deemed to exist,  the assets will be
     written down to fair value.

          Loss per share is computed using the weighted average number of shares
     outstanding  during the year.  Effective  for the year ended  December  31,
     1997, the Company  adopted SFAS No. 128,  "Earnings Per Share".  Basic loss
     per  share is  calculated  by  dividing  the net loss  available  to common
     stockholders  by the weighted  average number of common shares  outstanding
     for the period.  Diluted earnings per share reflects the potential dilution
     of securities  that could share in earnings of an entity.  In loss periods,
     dilutive  common  equivalent  shares are  excluded,  as the effect would be
     anti-dilutive.  Basic and diluted  earnings  per share are the same for the
     periods presented.

          In 1998, the Company  adopted SFAS No. 130,  "Reporting  Comprehensive
     Income",   which  establishes   standards  for  reporting  and  display  of
     comprehensive income, its components and accumulated balances.  The Company
     is disclosing this  information on its Statement of  Stockholders'  Equity.
     Comprehensive   income   comprises   equity  except  those  resulting  from
     investments  by owners and  distributions  to owners.  SFAS No. 130 did not
     change the current  accounting  treatments for components of  comprehensive
     income.


                                       7
<PAGE>

2.   Nature of Business and Going Concern

          The  Company was formed on May 22, 1995 under the laws of the State of
     Florida and is in the business of location,  acquisition,  exploration and,
     if warranted,  development of mineral  properties.  The Company has not yet
     determined  whether its  properties  contain  mineral  reserves that may be
     economically recoverable.

          These  financial  statements  have been  prepared in  accordance  with
     generally  accepted  accounting  principles  applicable to a going concern,
     which  contemplates  the  realization  of assets  and the  satisfaction  of
     liabilities and  commitments in the normal course of business.  The general
     business  strategy of the Company is to acquire mineral  properties  either
     directly or through the  acquisition of operating  entities.  The continued
     operations of the Company and the  recoverability of mineral property costs
     is  dependent  upon  the  existence  of  economically  recoverable  mineral
     reserves,  confirmation of the Company's interest in the underlying mineral
     claims,  the  ability  of the  Company  to obtain  necessary  financing  to
     complete the development and upon future profitable production. The Company
     has incurred  recurring  operating losses and requires  additional funds to
     meet its  obligations and maintain its  operations.  Management's  plans in
     this regard are to raise equity financing as required.

          These conditions raise  substantial  doubt about the Company's ability
     to continue as a going concern.  These financial  statements do not include
     any adjustments that might result from this uncertainty.


3.   Note Receivable

          The note receivable is unsecured,  bears interest at the Citibank (New
     York City,  USA) prime rate plus two percent  and due on demand.  It is due
     from a company related by common management.

4.   Available-for-sale Securities

                                          Gross            Gross
                                     unrealized       unrealized         Market
                           Cost           gains           losses          value
-------------------------------------------------------------------------------
September 30, 2000
  Equity securities    $ 15,000        $   --          $  6,768        $  8,232
                     ==========================================================

December 31, 1999
  Equity securities    $201,235        $ 55,847        $  2,520        $254,562
                     ==========================================================


5.   Mineral Properties and Exploration Licenses

          The Company  owns the  following  mineral  concessions  located in the
     Okinski  district of the  Republic of  Buriatia  in  southeastern  Siberia,
     Russia:

     (a)  Zun Ospinskoye Property

          The licence for the  exploration  and development of this property was
          issued under the number UDE00179 type BP to Kitoi.

     (b)  Tainskoye Property

          The licence for the  exploration  and development of this property was
          issued under the number UDE140 type BP to Arkhei.

     Pursuant to an agreement dated December 8, 1997, the Company acquired these
     mineral  concessions by issuing 7,000,000 common shares to the vendors.  As
     the vendors became the  controlling  shareholders  of the Company


                                       8
<PAGE>

     after the  above-mentioned  transactions,  the  concessions  were valued at
     equal to the par value of the shares  issued.  The  amount  was  treated as
     exploration expense in 1997.

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

(A)  General

          The  Company  is a mineral  exploration  company  based in  Vancouver,
     Canada and Moscow,  Russia and is engaged in the  exploration  for precious
     metals. The Company was incorporated under the laws of the State of Florida
     on May 22, 1995, under the name  "Snack-N-Pop  Vending,  Inc.". On March 2,
     1998 the Company  changed its name to Eurasia Gold  Fields,  Inc. and is an
     exploration stage enterprise. The company was inactive between May 22, 1995
     and March 2, 1998.

          This document contains numerous forward-looking statements relating to
     the Company's  business.  The United States Private  Securities  Litigation
     Reform Act of 1995  provides a "safe  harbor" for  certain  forward-looking
     statements. Operating, exploration and financial data, and other statements
     in this document are based on information the company believes  reasonable,
     but involve significant  uncertainties as to future gold and silver prices,
     costs,  ore  grades,  estimation  of gold and silver  reserves,  mining and
     processing conditions,  changes that could result from the Company's future
     acquisition of new mining  properties or businesses,  the risks and hazards
     inherent  in  the  mining  business   (including   environmental   hazards,
     industrial   accidents,   weather  or  geologically   related  conditions),
     regulatory and permitting matters,  and risks inherent in the ownership and
     operation of, or investment in, mining  properties or businesses in foreign
     countries.  Actual results and timetables could vary significantly from the
     estimates  presented.  Readers are cautioned  not to put undue  reliance on
     forward-looking  statements. The Company disclaims any intent or obligation
     to update publicly these forward-looking statements, whether as a result of
     new information, future events or otherwise.

          None of the Company's properties contain any known Mineral Reserves.

          The Company's common stock is traded on the OTC Market Pink Sheets.

(B)  Plan of  Operation  for  20000  and  significant  developments  during  the
     nine-months ended September 30, 2000

          The Company is  currently  conducting  an  exploration  program on its
     properties  located in the Okinski  district of the Republic of Buriatia in
     southeastern Siberia, Russia. The 2000 exploration program consists of:

          1.   Completion of data compilation work started in 1999 to be able to
               calculate a quality resource estimate.

          2.   Obtaining easting, northing and elevation information for samples
               taken  to-date  thus  allowing  three  dimensional  modeling  and
               spatial statistical analysis of the data.

          3.   Extending  existing  trench sample  profiles in selected areas of
               veins.

          4.   Structural mapping of trenches and mineralized showings and their
               immediate  area in the various  shear zones.  Emphasis will be on
               whether the high grade or bonanza zones identified on surface can
               be correlated to structural elements.

          5.   Detailed geology mapping.

(C)  Financial Information

     Nine-Month  Period Ended September 30, 2000 versus  Nine-Month Period Ended
     September 30, 1999

     Net Loss:

          For the  nine-month  period  ended  September  30,  2000  the  Company
     recorded  a loss of  $291,556  or $0.02 per  share,  compared  to a loss of
     $115,939 or $0.01 per share in 1999.



                                       9
<PAGE>

     Revenues:

          The Company had no operating  revenues for the nine-month period ended
     September 30, 2000 (1999 - $0).

     Costs and Expenses:

          General and administrative  expenses - For the nine-month period ended
     September 30, 2000 the Company recorded general and administrative expenses
     of $17,868, compared to $40,056 in 1999. Total advertising costs charged to
     expenses for the  nine-months  ended  September 30, 2000 and 1999 were $Nil
     and $16,464, respectively.

          Professional  fees - accounting and legal - For the nine-month  period
     ended September 30, 2000 the Company recorded accounting fees of $527 (1999
     -$6,413) and legal fees of $5,225 (1999 - $0).

          Exploration  expenditures - For the nine-month  period ended September
     30,  2000 the Company  recorded  exploration  expenses of $297,294  (1999 -
     $142,985).

(D)  Financial Condition and liquidity

          At  September  30,  2000,  the  Company  had cash of  $47,663  (1999 -
     $373,098) and working  capital of $181,704 (1999 - $612,972)  respectively.
     Total liabilities as of September 30, 2000 were $18,805 (1999 - $0).

          Net cash used in operating  activities in the nine-month  period ended
     September  30, 2000 was  $358,682  compared  to $131,131 in the  nine-month
     period ended  September 30, 1999. Net cash used in investing  activities in
     the nine-month  period ended September 30, 2000 was $19,048 compared to net
     cash used in investing activities of $15,000 in the prior year's comparable
     period. Proceeds from the sale of securities in the nine-month period ended
     September  30,  2000 were  $210,171  (1999 - $0).  Net cash  received  from
     financing  activities in the nine-month period ended September 30, 2000 was
     $0 compared to net cash  received  from  financing  activities of $0 in the
     prior year's comparable period.

          The  Company   has   sufficient   working   capital  to  (i)  pay  its
     administrative and general operating expenses through December 31, 2000 and
     (ii) to conduct preliminary  exploration  programs.  However,  without cash
     flow from operations,  it may need to obtain  additional funds  (presumably
     through equity offerings and/or debt borrowing) in order, if warranted,  to
     implement  additional  exploration  programs on its properties.  Failure to
     obtain such additional financing may result in a reduction of the Company's
     interest in certain  properties or an actual  foreclosure  of its interest.
     The Company has no agreements or understandings  with any person as to such
     additional financing.

          None of the Company's properties has commenced  commercial  production
     and  the  Company  has no  history  of  earnings  or  cash  flow  from  its
     operations.  While the Company may attempt to generate  additional  working
     capital through the operation,  development, sale or possible joint venture
     development of its properties, there is no assurance that any such activity
     will generate funds that will be available for operations.

          The Company has not  declared or paid  dividends  on its shares  since
     incorporation and does not anticipate doing so in the foreseeable future.

(E)  Year 2000 issues

          The  "Year  2000  problem"  passed  without  incident  at  any  of the
     Company's properties.

          The Year 2000 (YK2) issue is the result of computerized  systems using
     two  digits  rather  than  four  digits to  identify  an  applicable  year.
     Date-sensitive  systems  may  recognize  a date using "00" as the year 1900
     rather  that the year  2000.  This  could  result  in a system  failure  or
     miscalculation  causing  disruption to business  operations.


                                       10
<PAGE>

     In 1999, the Company completed a review of its  computer-based  information
     systems and,  where needed,  Y2K compliant  upgrades for the Company's core
     financial  systems were installed and tested. To date, no Y2K problems have
     been  encountered  by the Company or the  Company's  vendors or others with
     whom it transacts business and none are expected.  The Company's management
     and  operations  staff will again monitor  critical  operations  during the
     December 31, 2000 - January 1, 2001 Y2K rollover dates.


                           PART 11. OTHER INFORMATION

ITEM 1.   Legal Proceedings

          The Company is not party to any litigation, and has no
          knowledge of any pending or threatened litigation against it.

ITEM 2.   Changes in Securities

          Not Applicable

ITEM 3.   Defaults Upon Senior Securities

          Not Applicable

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

          Not Applicable

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

1.1  Articles of Incorporation                                                *

1.2  By-Laws                                                                  *

1.3  Consent of Action of the Majority Shareholders and Sole Director         *

1.4  Articles of Amendment to Snak-N-Pop Vending, Inc.                        *

1.5  Articles of Amendment to Snak-N-Pop Vending, Inc.                        *

1.6  Certificate of Filing of Articles of Amendment                           *

3.1  Asset Purchase Agreement Dated December 8th, 1997                        *

21.1 Subsidiaries of the Company                                              *

27.1 Financial Data Schedule

     --------
     * Previously Filed

                                       11
<PAGE>

(b)  Reports on Form 8-K

         None


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.

Date:    October 15, 2000                    BY:    /s/ Jorge L. Lacasa
         ----------------                           -------------------
                                                    Jorge L. Lacasa
                                                    Director and President

Date:    October 15, 2000                    BY:    /s/ Agustin Gomez de Segura
         ----------------                           ---------------------------
                                                    Agustin Gomez de Segura
                                                    Director




                                       12