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 March 31, 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                (IRS Employer Identification No.)
 incorporation or organization)

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 March 31, 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
           March 31, 2000 and December 31, 1999

           Consolidated Statements of Stockholder's Equity --             4
           Three Months Ended March 31, 2000

           Consolidated Statements of Operations --                       5
           Three Months Ended March 31, 2000

           Consolidated Statements of cash Flows --                       6
           Three Months Ended March 31, 2000

           Notes to Consolidated Financial Statements                     7

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


                                       2
<PAGE>


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

<TABLE>
<CAPTION>
Consolidated Balance Sheets
March 31, 2000 and December 31, 1999
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------------
                                                              March 31,    December 31,
                                                                  2000            1999
--------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
ASSETS
Current
   Cash                                                       $  27,279     $ 215,222
   Notes receivable - related party                             250,737        72,071
   Available-for-sale securities                                190,129       254,562
-------------------------------------------------------------------------------------
                                                                468,145       541,855

Mineral property rights                                            --            --
-------------------------------------------------------------------------------------
Total assets                                                  $ 468,145     $ 541,855
=====================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current

   Accounts payable and accrued liabilities                   $ 131,400     $   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               (664,149)     (531,972)
Accumulated other comprehensive income (loss)
    Unrealized (loss) gain on securities available for sale     (11,106)      (53,327)
-------------------------------------------------------------------------------------
Stockholders' equity                                            336,745       533,355
-------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                    $ 468,145     $ 541,855
=====================================================================================
</TABLE>

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


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
Consolidated Statements of Stockholders' Equity
From May 22, 1995 (inception) to March 31, 2000
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Accumulated
                                                                                 Compre-                        Other
                                                 Common Stock      Additional    hensive                       Compre-        Total
                                            ----------------------    Paid-In     Income   Accumulated         hensive Stockholder's
                                             Shares      Amount       Capital     (Loss)       Deficit    Income (Loss)       Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>          <C>          <C>            <C>          <C>
Issued for cash, June 1, 1995                100    $       100   $     4,900  $      --    $        --    $      --    $     5,000
Net loss for the year                         --             --            --         --         (5,000)          --         (5,000)
------------------------------------------------------------------------------------------------------------------------------------
Balance,
   December 31, 1995 and 1996                100            100         4,900         --         (5,000)          --             --
Stock split 1,000:1 on                                                                               --
 August 14, 1997                          99,900             --            --         --             --           --             --
Issuance of stock for mineral
 Property rights, December 8, 1997     7,000,000          7,000            --         --             --           --          7,000
Issuance of stock for cash,
  December 22, 1997                    3,000,000          3,000       297,000         --             --      300,000
Net loss for the year                         --             --            --         --         (6,362)          --         (6,362)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997            10,100,000         10,100       301,900         --        (11,362)          --        300,638
Issuance of stock for cash,
  January 12, 1998                     2,000,000          2,000       698,000         --             --           --        700,000
Comprehensive income
 - Net (loss) for the year                                                      (307,466)      (307,466)                   (307,466)
Other comprehensive income                                                                                        --
 - Change in unrealized gain (loss)           --             --            --    (27,027)            --      (27,027)       (27,027)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive (loss)                                                            (334,493)
                                                                                ========
Balance, December 31, 1998            12,100,000         12,100       999,900         --       (318,828)     (27,027)       666,145
Comprehensive income
 - Net (loss) for the year                    --             --            --   (213,144)      (213,144)          --       (213,144)
Other comprehensive income
 - Change in unrealized gains (loss)          --             --            --     80,354             --       80,354         80,354
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                              (132,790)
                                                                                ========
Balance, December 31, 1999            12,100,000         12,100       999,900         --       (531,972)      53,327        533,355
Comprehensive income
 - Net (loss) for the period                  --             --            --   (132,177)      (132,177)          --       (132,177)
Other comprehensive income
 - Change in unrealized gains (loss)          --             --            --    (64,433)            --      (64,433)       (64,433)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                              (196,610)
                                                                                ========
Balance, March 31, 2000               12,100,000    $    12,100   $   999,900               $  (664,149)   $ (11,106)   $   336,745
=============================================================================               ========================================
</TABLE>

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



                                       4
<PAGE>


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

<TABLE>
<CAPTION>
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
-----------------------------------------------------------------------------------------------------
                                                  May 22,1995            Quarter              Quarter
                                               (inception) to              Ended                Ended
                                                    March 31,          March 31,            March 31,
                                                         2000               2000                 1999
-----------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                 <C>
General and administrative expenses
      Administrative and general                 $    160,515        $      7,033        $      7,239
      Professional fees - accounting and legal         86,812                 225                  --
      Salaries and consulting fees                     77,954               2,461               1,989
-----------------------------------------------------------------------------------------------------
                                                      325,281               9,719               9,228

Exploration expenses                                  394,512             123,600               2,428
-----------------------------------------------------------------------------------------------------

                                                 $    719,793        $    133,319        $     11,656
-----------------------------------------------------------------------------------------------------
Less: Income (loss)
      Interest income                                  60,921               1,352               5,629
       Interest expense                                (6,098)               (210)                (94)
      Foreign exchange gain                               821                  --                  --
-----------------------------------------------------------------------------------------------------

                                                 $     55,644        $      1,142        $      5,535
-----------------------------------------------------------------------------------------------------

Net (loss) for the period                        ($   664,149)       ($   132,177)       ($     6,121)
=====================================================================================================
(Loss) per share                                                     ($      0.01)       ($      0.01)
=====================================================================================================

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

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


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
Consolidated Statement of Cash Flows
(Expressed in U.S. Dollars)
-------------------------------------------------------------------------------------------------------------------
                                                                  May 22               Quarter              Quarter
                                                        1995 (inception)                 Ended                Ended
                                                             to March 31,             March 31,            March 31,
                                                                    2000                  2000                 1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                   <C>                   <C>
Cash flows from (used in) operating activities
      Net (loss) for the period                            $  (664,149)          $  (132,177)          $    (6,121)
      Adjustments to reconcile net loss to net cash used
      in operating activities
       - issuance of common stock for
         mineral properties                                      7,000                    --                    --
      Changes in assets and liabilities
       - decrease (increase) in notes receivable
         from related party                                   (250,737)              178,666)             (407,346)
       - increase(decrease) in accounts payable                136,400               122,900                (6,468)
-------------------------------------------------------------------------------------------------------------------
                                                              (771,486)             (187,943)             (419,935)
-------------------------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities
      Purchase of available for sale securities               (201,235)                   --                    --
-------------------------------------------------------------------------------------------------------------------

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

Increase (decrease) in cash for the period                      27,279              (187,943)             (419,935)

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

Cash and cash eqivalents, end of period                    $    27,279            $    27,279           $    99,294
===================================================================================================================
</TABLE>

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



                                       6
<PAGE>


Notes to Interim Consolidated Financial Statements (Unaudited)

NOTE A:  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 three-month period ended March 31, 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. ("Eurasia", the
     "Company")  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 Company was incorporated under the laws of the State of Florida on
     May 22, 1995 as Snack-N-Pop  Vending,  Inc. The Company changed its name to
     Eurasia  Gold  Fields,  Inc.  on March 2,  1998 and is in the  business  of
     exploration of mineral properties.

          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.

          In June 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 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 June 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.

          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.

          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
     March 31,  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.


                                       7
<PAGE>


          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 March 31, 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  three-months  ended March 31, 2000 and
     1999 were $Nil and $Nil, respectively.

          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.

          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 and assumptions.

          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.

          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".

          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.

NOTE B: 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.

NOTE C: Available-for-sale Securities

      --------------------------------------------------------------------------
                                               Gross         Gross
                                          unrealized    unrealized        Market
                                   Cost        gains        losses         value
      --------------------------------------------------------------------------
      March 31, 2000
        Equity securities      $201,235     $ 15,973      $ 27,079      $190,129
      ==========================================================================
      December 31, 1999
        Equity securities      $201,235     $ 55,847      $  2,520      $254,562
      ==========================================================================


                                       8
<PAGE>


Note D: Mineral Properties and Exploration Licenses

          The Company  owns the  following  mineral  concessions  located in the
     Okinski  district of the  Republic of  Buriatia in south  eastern  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 9, 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  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)  Significant developments during the three months ended March 31, 2000

          The Company is  currently  conducting  an  exploration  program on its
     properties  located in the Okinski  district of the Republic of Buriatia in
     south eastern Siberia, Russia.


                                       9
<PAGE>


(C)  Financial Information

     Three-Month  Period  Ended March 31, 2000 versus  Three-Month  Period Ended
     March 31, 1999

     Net Loss:

          For the three-month period ended March 31, 2000 the Company recorded a
     loss of $132,177 or $0.01 per share,  compared to a loss of $6,121,or $0.00
     per share in 1999. The Company was inactive  between May 22, 1995 and March
     2, 1998.

     Revenues:

          The Company had no operating revenues for the three-month period ended
     March 31, 2000 (1999 - $0).

     Costs and Expenses:

          General and administrative expenses - For the three-month period ended
     March 31, 2000 the Company recorded general and administrative  expenses of
     $7,033, compared to $7,239 in 1999.

          Professional  fees - accounting and legal - For the three month period
     ended March 31, 2000 the Company recorded accounting fees of $0 (1999 - $0)
     and legal fees of $225 (1999 - $0).

          Exploration  expenditures - For the three-month period ended March 31,
     2000 the Company recorded exploration expenses of $123,600 (1999 - $2,428).

(D)  Financial Condition and liquidity

          At March 31,  2000,  the Company had cash of $27,279  (1999 - $99,294)
     and working  capital of  $336,745  (1999 -  $667,695)  respectively.  Total
     liabilities as of March 31, 2000 were $131,400 (1999 - $5,824).

          Net cash used in operating  activities in the three-month period ended
     March 31, 2000 was $187,943 compared to $419,935 in the three-month  period
     ended  March  31,  1999.  Net  cash  used in  investing  activities  in the
     three-month period ended March 31, 2000 was $0 compared to net cash used in
     investing  activities of $0 in the prior year's comparable period. Net cash
     received from financing  activities in the  three-month  period ended March
     31, 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.


                                       10
<PAGE>


(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.  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 II. 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.                        *


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<PAGE>


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

(b)  Reports on Form 8-K

     None

     --------
     * Previously Filed


                                   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: September 20, 2000                        BY:  /s/ Jorge L. Lacasa
                                                     ---------------------------
                                                     Jorge L. Lacasa
                                                     Director and President

Date: September 20, 2000                        BY:  /s/ Agustin Gomez de Segura
                                                     ---------------------------
                                                     Agustin Gomez de Segura
                                                     Director









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