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, 1999

[  ] 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 September 30, 1999.

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, 1999 and December 31, 1998

           Consolidated Statements of Stockholder's Equity --             4
           Nine Months Ended September 30, 1999

           Consolidated Statements of Operations --                       5
           Nine Months Ended September 30, 1999

           Consolidated Statements of cash Flows --                       6
           Nine Months Ended September 30, 1999

           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            12

Item 5.    Other Information                                              12

Item 6.    Exhibits and Reports on Form 8-K                               12

Signatures                                                                12


                                       2
<PAGE>


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

<TABLE>
<CAPTION>
Consolidated Balance Sheets
September 30, 1999 and December 31, 1998
(Expressed in U.S. Dollars)
-----------------------------------------------------------------------------------------
                                                            September 30,    December 31,
                                                                1999             1998
-----------------------------------------------------------------------------------------
<S>                                                           <C>              <C>
ASSETS
Current
   Cash                                                       $ 373,098         $ 519,229
   Notes receivable - related party                               2,900              --
   Available-for-sale securities                                236,974           159,208
-----------------------------------------------------------------------------------------
                                                                612,972           678,437
Mineral property rights                                            --                --
-----------------------------------------------------------------------------------------
Total assets                                                  $ 612,972         $ 678,437
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current
   Accounts payable and accrued liabilities                   $    --           $  12,292
-----------------------------------------------------------------------------------------
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
                                                                                 (434,767)
Deficit accumulated during the development stage               (318,828)
Accumulated other comprehensive income (loss)
    Unrealized (loss) gain on securities available for sale      35,739           (27,027)
-----------------------------------------------------------------------------------------
                                                                612,972           666,145
-----------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                    $ 612,972         $ 678,437
=========================================================================================
</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 September 30, 1999
(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
(continued)
Comprehensive income
 - Net (loss) for the period                   --           --           --     (115,939)     (115,939)           --       (115,939)
Other comprehensive income
 - Change in unrealized gains (loss)           --           --           --       62,766            --        62,766         62,766
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                             --           --           --      (53,173)           --            --             --
                                                                                  ======
Balance, September 30, 1999            12,100,000       12,100      999,900                   (434,767)       35,739        612,972
===========================================================================                    ====================================
</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                 Period                  Period
                                          (inception) to                  Ended                   Ended
                                            September 30,          September 30,           September 30,
                                                    1999                   1999                    1998
--------------------------------------------------------------------------------------------------------
<S>                                          <C>                    <C>                     <C>
General and administrative expenses
  Administrative and general                 $    124,719           $     40,056            $     75,736
  Professional fees - accounting and legal         48,177                  6,413                  24,764
  Salaries and consulting fees                     48,917                 17,471                  24,488
--------------------------------------------------------------------------------------------------------
                                                  221,813                 63,940                 124,988
Exploration expenses                              267,529                 79,045                 189,689
--------------------------------------------------------------------------------------------------------
                                             $    489,342           $    142,985            $    314,677
--------------------------------------------------------------------------------------------------------
Less: Income (loss)
  Interest income                                  57,313                 24,523                  23,922
  Interest expense                                 (5,702)                  (441)                   (717)
  Foreign exchange gain (loss)                      2,964                  2,964                    --
--------------------------------------------------------------------------------------------------------
                                             $     54,575           $     27,046            $     23,205
--------------------------------------------------------------------------------------------------------
Net (loss) for the period                    ($   434,767)          ($   115,939)           ($   291,472)
========================================================================================================
(Loss) per share                                                    ($      0.01)           $      (0.02)
========================================================================================================
Weighted average shares outstanding                                   12,100,000              12,019,118
========================================================================================================
</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                 Period                Period
                                                   1995 (inception)                 Ended                 Ended
                                                   to September 30,          September 30,         September 30,
                                                              1999                   1999                  1998
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                    <C>                    <C>
Cash flows from (used in) operating activities
  Net (loss) for the period                            $  (434,767)           $  (115,939)           $  (291,472)
  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                                     (2,900)                (2,900)                10,000
   - increase(decrease) in accounts payable                  5,000                (12,292)                    --
----------------------------------------------------------------------------------------------------------------
                                                          (425,667)              (131,131)              (281,472)
----------------------------------------------------------------------------------------------------------------
Cash flows from (used in) investing activities
  Purchase of available for sale securities               (201,235)               (15,000)              (186,235)
----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Proceeds from issuance of common stock                 1,000,000                     --                700,000
----------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash for the period                 373,098               (146,131)               232,293
Cash and cash equivalents, beginning of period                  --                519,229                290,638
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period               $   373,098            $   373,098            $   522,931
================================================================================================================
</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 nine-month period ended September 30,
     1999 are not necessarily indicative of the results that may be expected for
     the year ended December 31, 1999.

          The balance  sheet at December  31, 1998 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-SB for the year ended December 31, 1998
     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
     September  30, 1999 and December 31, 1998,  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 September 30, 1999
     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, 1999 and
     1998 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,  non-interest  bearing 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
   -----------------------------------------------------------------------------
   September 30, 1999
     Equity securities     $201,235      $ 35,739     $        --       $236,974
   =============================================================================

   December 31, 1998
     Equity securities     $186,235      $     --     $   (27,027)      $159,208
   =============================================================================


                                       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 nine months ended September 30, 1999

          The Company  filed a  Registration  Statement on Form 10-SB,  with the
     United States Securities and Exchange  Commission  ("SEC") on September 24,
     1999.  According  to SEC  rules  the  Registration  Statement  will  become
     effective  sixty days after  filing and  Eurasia  will  become a  reporting
     issuer.


                                       9
<PAGE>


          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.

(C)  Financial Information

          Nine-Month  Period Ended September 30, 1999 versus  Nine-Month  Period
     Ended September 30, 1998

     Net Loss:

          For the  nine-month  period  ended  September  30,  1999  the  Company
     recorded  a loss of  $115,939  or $0.01 per  share,  compared  to a loss of
     $291,472 or $0.02 per share in 1998.  The Company was inactive  between May
     22, 1995 and March 2, 1998.

     Revenues:

          The Company had no operating  revenues for the nine-month period ended
     September 30, 1999 (1998 - $0).

     Costs and Expenses:

          General and administrative  expenses - For the nine-month period ended
     September 30, 1999 the Company recorded general and administrative expenses
     of  $40,056,  compared  to  $75,736  in 1998.  Administrative  and  general
     expenses decreased $35,680 during the nine-month period ended September 30,
     1999 compared to 1998 due to cost reduction programs initiated in 1999.

          Professional  fees - accounting  and legal - For the nine month period
     ended  September 30, 1999 the Company  recorded  accounting  fees of $6,413
     (1998 -  $5,000)  and  legal  fees of $0 (1998 -  $19,764).  $6,413  of the
     accounting fees relate to the filing of the Registration  Statement on Form
     10-SB.  $14,000  of the  1998  legal  expenses  relate  to a due  diligence
     examination of the Russian properties.

          Exploration  expenditures - For the nine-month  period ended September
     30,  1999 the Company  recorded  exploration  expenses  of $79,045  (1998 -
     $189,689).

(D)  Financial Condition and liquidity

          At  September  30,  1999,  the Company  had cash of  $373,098  (1998 -
     $522,931) and working  capital of $612,972 (1999 - $709,166)  respectively.
     Total liabilities as of September 30, 1999 were $0 (1998 - $0).

          Net cash used in operating  activities in the nine-month  period ended
     September  30, 1999 was  $131,131  compared  to $281,472 in the  nine-month
     period ended  September 30, 1998. Net cash used in investing  activities in
     the nine-month  period ended September 30, 1999 was $15,000 compared to net
     cash  used  in  investing  activities  of  $186,235  in  the  prior  year's
     comparable  period.  Net cash  received  from  financing  activities in the
     nine-month  period  ended  September  30,  1999 was $0 compared to net cash
     received  from  financing  activities  of  $700,000  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


                                       10
<PAGE>


     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",  as it has come to be known,  refers to the
     fact that many computer programs use only the last two digits to refer to a
     year,  and  therefore  recognize  a year that  begins  with "20" as instead
     beginning with "19". For example,  the year 2000 would be read as being the
     year 1900.  If not  corrected,  this  problem  could  cause  many  computer
     applications to fail or create erroneous results.

          The Company has modified and tested all the critical  applications  of
     its  information  technology  ("IT"),  the result of which is that all such
     critical  applications  are now Year 2000 compliant.  The Company  believes
     that virtually all of the non-critical applications of its IT are Year 2000
     compliant. The Company is using independent consultants to oversee the Year
     2000  project  as well,  as to  perform  certain  remediation  efforts.  In
     addition,  progress on the Year 2000  project is also  monitored  by senior
     management, and reported to the Board of Directors. The total amount of the
     payments  made  to  date  and to be  made  hereafter  to  such  independent
     consultant are not expected to be material.  New equipment and software was
     installed during the third quarter of 1999. Based on the Company's analysis
     to date, the Company  believes that its material  non-IT systems are either
     Year 2000 compliant, or do not need to be made Year 2000 compliant in order
     to continue to function in substantially  the same manner in the Year 2000.
     The  Company's  Year  2000  compliance  work has not  caused,  nor does the
     Company expect that it will cause, a deferral on the part of the Company of
     any material IT or non-IT projects.

          However,  there can be no assurance that any of the Company's  vendors
     or others,  with whom it transacts  business,  will be Year 2000  compliant
     prior to such date.  The company is unable to predict the  ultimate  affect
     that the Year 2000 problem may have upon the  Company,  in that there is no
     way to  predict  the  impact  that the  problem  will have  nation-wide  or
     world-wide and how the Company will in turn be affected,  and, in addition,
     the  company  cannot  predict  the  number and  nature of its  vendors  and
     customers who will fail to become Year 2000  compliant  prior to January 1,
     2000.  Significant  Year  2000  difficulties  on the  part  of  vendors  or
     customers  could have a  material  adverse  impact  upon the  Company.  The
     Company  intends to monitor the  progress of its vendors and  customers  in
     becoming Year 2000 compliant. The Company has formulated a contingency plan
     to deal with the potential non-compliance of vendors and customers.


                           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


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<PAGE>


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


(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 8, 2000                  BY:  /s/ Jorge L. Lacasa
                                                  -------------------
                                                  Jorge L. Lacasa
                                                  Director and President

Date:     September 8, 2000                  BY:  /s/ Agustin Gomez de Segura
                                                  ---------------------------
                                                  Agustin Gomez de Segura
                                                  Director


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