<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                          ----------------------------

                                 FORM 10-KSB

                          ---------------------------

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

( )  TRANSITION REPORT  PERSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from               to

     Commission  File  Number:   000-29941
                                 ---------



                               GEM PORPHYRY, INC.
                         -----------------------------
               (Exact name of Registrant as specified in charter)

          NEVADA                                          87-0643733
(State or other jurisdiction of incorporation)    (I.R.S.  EMPLOYER  ID  NO.)

350 Fifth Avenue, Suite 1413, New York, NY                        10118
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP  CODE)

                                 (212) 947-9009
                         (REGISTRANT'S TELEPHONE NUMBER)

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

   SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 319,800

Title  of  each  class             Name of exchange on which registered
None                               None
----                               ----
To  be  so  registered
Common stock:  $0.001  Par  value
---------------------------------

Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 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.

          (1) Yes [X]  No [ ]            (2) Yes [x]  No [ ]

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

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

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold,  or the average bid and asked  process of
such stock, as of the specified date within the past 60 days.

     At December 31, 1999,  the aggregate  market value of the voting stock held
by non-affiliates is undeterminable and is considered to be 0.00


    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     As of December 31,  1999,  the  registrant  had 319,800  shares  issued and
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the Form 10-KSB (eg.,  part I, part II, etc.) into which the document is
incorporated;  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed persuant to rule 424 (b) 0r
(c) under the Securities Act of 1933:

None
----
<PAGE>
                        ITEM 1. DESCRIPTION OF BUSINESS
                        --------------------------------

     The Company has no recent operating  history and no representation is made,
nor is any intended,  that the Company will be able to carry on future  business
activities  successfully.  Further,  there can be no assurance  that the Company
will have the ability to acquire or merge with an operating  business,  business
opportunity  or  property  that  will  be of  material  value  to  the  Company.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge with one or more  businesses  or  business  opportunities.  The
Company  currently  has no  commitment  or  arrangement,  written  or  oral,  to
participate in any business opportunity and management cannot predict the nature
of any potential  business  opportunity it may ultimately  consider.

     Management  will have broad  discretion in its search for and  negotiations
with any potential business or business opportunity.

     The Company's  principal executive offices are located at 350 Fifth Avenue,
Suite 1413, New York, NY 10118

                       ITEM 2. DESCRIPTION OF PROPERTIES
                       ---------------------------------

     The  information  required  by this Item 2 is not  applicable  to this Form
10-KSB due to the fact that the  Company  does not own or control  any  material
property.

                           ITEM 3. LEGAL PROCEEDINGS
                           -------------------------

     The  Company  is  currently  not a  party  to any  material  pending  legal
proceedings and no such action by, or to the best of its knowledge,  against the
Company has been threatened.

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         -------------------------------------------------------------

     No matters  were  submitted  to a vote of the  shareholders  of the Company
during the fiscal year ended December 31, 1999.

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        ----------------------------------------------------------------

     During  the past  three  years  there has not been an  established  trading
market for the company's common capital stock. Since its inception,  the Company
has not paid any  dividends  on its  common  or  preferred  stock,  and does not
anticipate that it will pay dividends in the forseeable  future. At December 31,
1999, the Company had 25 shareholders.

       ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
       ------------------------------------------------------------------

Overview
--------

     The Company is  considered a  development  stage  company with no assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation  and filing of this  registration  statement and
other  operations of the Company have been paid for by a shareholder and officer
of the Company,  specifically  David Zahner ,the President and a Director of the
Company.

     It is  anticipated  that the Company will  require only nominal  capital to
maintain the corporate  viability of the Company and  necessary  funds will most
likely be provided by the Company's  existing  shareholders  or its officers and
directors  in the  immediate  future.  However,  unless  the  Company is able to
facilitate an acquisition of or merger with an operating  business or is able to
obtain  significant  outside  financing,  there is  substantial  doubt about its
ability to continue as a viable corporation.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

<PAGE>

Plan  of  Operation
-------------------

     During  the  next  twelve  months,  the  Company will actively seek out and
investigate  possible business opportunities with the intent to acquire or merge
with  one  or more business ventures.  In its search for business opportunities,
management  will  follow  the  procedures outlined in Item I above.

     Because the Company  lacks funds,  it may be necessary for the officers and
directors to either  advance  funds to the Company or to accrue  expenses  until
such time as a successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a contingency basis when
possible.

     Further,  the Company's  directors will defer any  compensation  until such
time as an acquisition or merger can be accomplished and will strive to have the
business opportunity provide their remuneration. However, if the Company engages
outside advisors or consultants in its search for business opportunities, it may
be necessary for the Company to attempt to raise additional funds.

     As of the  date  hereof,  the  Company  has not made  any  arrangements  or
definitive  agreements to use outside  advisors or  consultants  or to raise any
capital.  In the event the Company  does need to raise  capital  most likely the
only  method  available  to  the  Company  would  be  the  private  sale  of its
securities. Because of the nature of the Company as a development stage company,
it is  unlikely  that it could make a public  sale of  securities  or be able to
borrow any significant  sum, from either a commercial or private  lender.  There
can be no assurance that the Company will be able to obtain  additional  funding
when and if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.

     The  Company  does not  intend  to use any  employees,  with  the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is confident  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

<PAGE>

Liquidity and Capital  Resources
--------------------------------

     As of December 31, 1999 the Company had no assets and no liabilities.

Results of Operations
---------------------

     As of December  31, 1999 the  Company's  only  activity  has  involved  the
continued investigation of potential business opportunities.


                          ITEM 7. FINANCIAL STATEMENTS
                          ----------------------------

     The  financial  statements  of  the  Company  are  included  following  the
signature page to this form 10-KSB


      ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      -------------------------------------------------------------------
                            AND FINANCIAL DISCLOSURE
                            ------------------------

     None


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
   -------------------------------------------------------------------------
               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
               -------------------------------------------------

     Each Director of the Company serves for a term of one year and until his or
her successor is elected at the Company's  annual  shareholder's  meeting and is
qualified, subject to removal by the Company's shareholders.

     Each officer serves, at the pleasure of the Board of Directors,  for a term
of one year and until his or her  successor is elected at the annual  meeting of
the Board of Directors and is qualified.

     The following  table sets forth as of December 31, 1999, the name, age, and
position of each  executive  officer and director and the term of office of each
director of the Company:

Name:               Age:  Position:           Director and/or Officer since:
----                ---   --------            -----------------------------

David Zahner        43    President/Director       02/15/2000
Jay Solomont        43    Sec./ Treas./Director    02/15/2000

     Set forth below is certain biographical  information  regarding each of the
Company's executive officers and directors:


David Zahner: Director and President

     Mr. Zahner's primary business  experience stems from his twenty-seven  year
career in Investment Management. He is a graduate of the New York School of Law.

Jay Solomont: Director, Treasure/Secretary

     Mr.  Solomont's  primary  business  experience  stems  from his  successful
career  in  Investment  Management.  He  is  widely  recognized  for  his  many
entrepreneurial efforts.

<PAGE>

     Except as indicated below, to the knowledge of management,  during the past
five years, no present or former director, executive officer or person nominated
to become a director or an executive officer of the Company:

     (1)  filed a  petition  under  the  federal  bankruptcy  laws or any  state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed by
a court for the business or property of such person, or any partnership in which
he or she was a general  partner at or within two years  before the time of such
filing;

     (2) was  convicted in a criminal  proceeding  or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offences);

     (3) was the subject of any order,  judgement  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from or  otherwise  limiting,  the
following activities:

     (i) acting as a futures commission merchant,  introducing broker, commodity
trading advisor,  commodity pool operator,  floor broker,  leverage  transaction
merchant,  associated  person  of  any  of the  foregoing,  or as an  investment
advisor, underwriter, broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging in or continuing any
conduct or practice in connection with such activity;

     (ii) engaging in any type of business practice; or

     (iii)  engaging in any activity in connection  with the purchase or sale of
any  security or  commodity or in  connection  with any  violation of federal or
state securities or federal commodities laws;

     (4) was the subject of any order,  judgement,  or decree,  not subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

     (5) was found by a court of competent  jurisdiction in a civil action or by
the  Securities  and Exchange  Commission  to have violated any federal or state
securities  law,  and the  judgement  in such  civil  action or  finding  by the
Securities and Exchange Commission has not been subsequently reversed, suspended
or vacated;

     (6) was found by a court of competent  jurisdiction in a civil action or by
the Commodity  Futures Trading  Commission to have violated any federal or state
securities  law,  and the  judgement  in such  civil  action or  finding  by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.

 <PAGE>
              Compliance with Section 16(a) of the Exchange Act
               -------------------------------------------------

     Since the Company ceased operations, the Company knows of no person, who at
any time during the subsequent fiscal years, was a director, officer, beneficial
owner  of more  than  ten  percent  of any  class of  equity  securities  of the
registrant registered persuant to Section 12 ("Reporting  Person"),  that failed
to file on a timely  basis any  reports  required  to be  furnished  pursuant to
Section 16(a).  Based upon a review of Forms 3 and 4 furnished to the registrant
under Rule 16(a)-3(d)  during its most recent fiscal year,  other than disclosed
below,  the  registrant  knows of no  Reporting  Person  that failed to file the
required reports during the most recent fiscal year or prior years.

     The  following  table  sets forth as of  December  31,  1999,  the name and
position of each  Reporting  Person  that  failed to file on a timely  basis any
reports required pursuant to Section 16(a) during the most recent fiscal year or
prior years:

Name:                    Position:                Report to be Filed:
----                     --------                 ------------------

None

                        ITEM 10. EXECUTIVE COMPENSATION
                        --------------------------------

Cash Compensation
-----------------

     There was no cash compensation paid to any director or executive officer of
the Company during the fiscal year ended December 31, 1999.

Bonuses and Deferred Compensation
---------------------------------

     None

Compensation Pursuant to Plans
------------------------------

     None

Pension Table
-------------

     None

Other Compensation
------------------

     None

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------

     There are no compensatory  plans or arrangements,  including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his or her  resignation,  retirement,  or other  termination  of such
person's  employment  with the  Company  or its  subsidiaries,  or any change in
control of the Company, or a change in the person's responsibilities following a
changing in control of the Company.

<PAGE>

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    -----------------------------------------------------------------------

     The  following  table  sets forth as of  December  31,  1999,  the name and
address and the number of shares of the Company's Common Stock held of record or
beneficially  by each person who held of record,  or was known by the Company to
own  beneficially,  more than 5% of the  issued  and  outstanding  shares of the
Company's Common Stock,  and the name and  shareholdings of each director and of
all officers and directors as a group.

Name and Address           Amount and Nature of               Percent
Beneficial Owner           Beneficial Ownership               of Class

Arnold S. Grundvig         30,000 Shares                      13.75
2035 Castle Hill Avenue
Salt Lake City, UT 84107

Lorraine Grundvig          30,000 Shares                      13.75
2035 Castle Hill Avenue
Salt Lake City, UT 84107

Note: Arnold S. Grundvig and Lorraine Grundvig are husband and wife. The
Company has been advised  that each of the persons  listed above has sole voting
power over the shares indicated above.

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            -------------------------------------------------------

Transactions with Management and Others
---------------------------------------

     There were no  material  transactions,  or series of similar  transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to be party,  in which the amount  involved  exceeds  $60,000,  and in which any
director  or  executive  officer,  or any  security  holder  who is known by the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Indebtedness of Management
--------------------------

     There were no  material  transactions,  or series of similar  transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to be party,  in which the amount  involved  exceeds  $60,000,  and in which any
director  or  executive  officer,  or any  security  holder  who is known by the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Transactions with Promoters
---------------------------

     The Company was organized more than five years ago; therefore  transactions
between the Company and its  promoters  or  founders  are not  considered  to be
material.

<PAGE>

                   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
                   -----------------------------------------

(a) (1) Financial Statements
----------------------------

The following financial statements are included in this report:

Title of Document:
-----------------

Report of Andersen Andersen and Strong

Balance Sheet as December 31, 1999



(a) (2) Financial Statement Schedules
-------------------------------------

     None.

(a) (3) Exhibits
---------------

     None.
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

                                   GEM PORPHYRY, INC
                                   -----------------------------

Date: 23 March, 2000               By:  /s/ David Zahner
                                   ------------------------
                                   DAVID ZAHNER, PRESIDENT AND DIRECTOR


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

                               GEM PORPHYRY, INC.

                      FINANCIAL  STATEMENTS  AND  REPORT

                OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

                    DECEMBER 31, 1999, AND DECEMBER 31, 1998





Board  of  Directors
Gem Porphyry,  Inc.
New York, New York

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have audited the  accompanying  balance sheets of Gem Porphyry,  Inc. (a
development  stage company) at December 31, 1999, and December 31, 1998, and the
related statements of operations,  stockholders'  equity, and cash flows for the
years ended  December 31,  1999,  1998,  and 1997,  and the period July 13, 1994
(date of inception) to December 31, 1999.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position of Gem  Porphyry,  Inc. at
December 31, 1999,  and December 31, 1998,  and the results of  operations,  and
cash flows for the years ended December 31,  1999,1998,  and 1997 and the period
July 13, 1994 (date of  inception)  to December 31,  1999,  in  conformity  with
generally accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  The Company has suffered  recurring
losses  from  operations  from its  inception  and  does not have the  necessary
working capital for any future planned activity,  which raises substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters are  described in Note 4. These  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Andersen Andersen and Strong, L.L.C.
----------------------------------------
Andersen Andersen and Strong, L.L.C.
Salt  Lake  City,  Utah
January  17,  2000

                               GEM PORPHYRY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                     December 31, 1999 and December 31, 1998


<TABLE>
<CAPTION>


                                                       Dec 31,    Dec 31,
                                                         1999       1998
                                                       ---------  ---------
ASSETS

CURRENT ASSETS
<S>                                                    <C>        <C>
Cash                                                   $      -   $      -
                                                       ---------  ---------
  Total Current Assets                                 $      -   $      -
                                                       =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                       $      -   $      -
                                                       ---------  ---------
Total Current Liabilities                                     -          -
                                                       ---------  ---------

STOCKHOLDERS' EQUITY

Common stock
        100,000,000 shares authorized, at $0.001 par
        value; 334,000 shares issued and outstanding
        on December 31, 1999; 300,000 on December 31,
        1998                                                334        300

Capital in excess of par value                           21,466     14,700

    Deficit accumulated during the development stage    (21,800)   (15,000)
                                                       ---------  ---------

Total Stockholders' Equity (deficiency)                       -          -
                                                       ---------  ---------
                                                       $      -   $      -
                                                       =========  =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                               GEM PORPHYRY, INC.
                         ( A Development Stage Company)
                            STATEMENTS OF OPERATIONS
      For the Years Ended December 31, 1999, 1998, and 1997 and the Period
             July 13, 1994 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>


                                                     Jul 13, 1994
                       Dec 31    Dec 31   Dec 31     to
                        1999      1998     1997      Dec 31, 1999
                      ---------  -------  -------    ---------
<S>                   <C>        <C>      <C>        <C>
REVENUES              $      -   $     -  $     -    $     -

EXPENSES               6,800          -        -      21,800
                      ---------  -------  -------    ---------

NET LOSS              $(6,800)   $    -   $     -    $(21,800)
                      =========  =======  =======    ========

NET LOSS PER COMMON
SHARE

Basic                 $(.02)      $   -     $   -
                      ---------   -------  -------



AVERAGE  OUTSTANDING
    SHARES

     Basic             319,800    300,000   300,000
                      ---------   -------   -------


</TABLE>

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

<PAGE>
                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    Period July 13, 1994 (Date of Inception)
                              to December 31, 1999


<TABLE>
<CAPTION>



                                               COMMON  STOCK     CAPITAL  IN
                                              ----------------   EXCESS  OF    ACCUMULATED
                                               SHARES   AMOUNT   PAR VALUE      DEFICIT
                                              -------   -------  ----------  ---------
<S>                                            <C>      <C>      <C>         <C>
Balance July 13,  1994 (date of inception)        -     $     -  $        -  $      -

Issuance of common stock for cash              120,000    120      5,880            -
   at $.05 - December  12, 1994

Issuance of common stock for cash              100,000    100      4,900            -
at $.05 - January 20, 1995

Issuance of common stock for cash
    at $.05 - February 10, 1995                 80,000    80       3,920            -


Net operating loss for the year ended
   December 31, 1995                                 -      -           -       (15,000)
                                               -------      ---     ------      -------
BALANCE DECEMBER 31, 1998                      300,000      300     14,700      (15,000)

Issuance of common stock for cash
    at $.20 - April 8, 1999                      4,000        4        796         -

Issuance of common stock for cash
    at $.20 - August 14, 1999                   30,000       30       5,970        -

Net operating loss for the year ended
    December 31, 1999                               -       -           -       (6,800)
                                               -------  -------  ---------      ---------
BALANCE DECEMBER 31, 1999                      334,000  $   334  $   21,466     $(21,800)
                                               -------  -------  ---------      ---------


</TABLE>

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

<PAGE>
                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
              For the Years Ended December 31, 1999, 1998 and 1997
      and the Period July 13, 1994 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>


                                                                         JUN 13, 1994
                                          DEC 31    DEC 31    DEC 31      to
                                            1999      1998      1997     DEC 31, 1999
                                         ---------  --------- -------    -------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S>                                      <C>        <C>       <C>        <C>
Net loss                                 $(6,800)   $    -    $     -    $(21,800)

Adjustments to reconcile net loss to          -          -          -          -
net cash provided by operating
activities


Net Cash Used in  Operations              (6,800)        -          -     (21,800)
                                         ---------  --------- -------    -------

CASH FLOWS FROM INVESTING
ACTIVITIES                                       -       -           -        -
                                         ---------  --------- -------    -------

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of common stock
                                           6,800         -          -     21,800
                                         ---------  --------- -------   -------

Net Increase (Decrease) in Cash                 -         -          -        -

Cash at Beginning of Period                     -         -          -        -
                                         ---------  --------- -------   -------

Cash at End of Period                    $-         $-        $-         $-
                                         =========  ========= =======    =======


</TABLE>


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

<PAGE>
                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

     The Company was incorporated  under the laws of the State of Nevada on July
13, 1994 with  authorized  common  stock of  1,000,000  shares at a par value of
$0.01.  On September  13, 1999 the  authorized  capital  stock was  increased to
100,000,000 shares with a par value of $0.001.

     This report has been prepared using a par value of $.001 from inception.

     The  Company  is in the  development  stage  and has  been  engaged  in the
activity of seeking and  developing  mining  properties  and was inactive  after
1995.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

     The Company  recognizes  income and expenses based on the accrual method of
accounting.

Dividend  Policy
----------------

     The Company has not adopted a policy regarding payment of dividends.

Income  Taxes
-------------

     At December 31, 1999, the Company had a net operating loss carry forward of
$21,800.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is  undeterminable
since the Company has no operations. The net operating loss will expire starting
in 2016 through 2020.

Earnings  (Loss)  Per  Share
----------------------------

     Earnings  (loss)  per share  amounts  are  computed  based on the  weighted
average number of shares actually outstanding in accordance with FASB No. 128.

Financial  Instruments
----------------------

     The carrying amounts of financial  instruments are considered by management
to be their estimated fair values.


<PAGE>
------

                               GEM PORPHYRY, INC.
                           (Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
---------------------------

     Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

3.  RELATED  PARTY  TRANSACTIONS

     The statement of changes in  stockholder's  equity shows 334,000  shares of
common stock outstanding of which 74,000 shares were issued to related parties.

4.  GOING  CONCERN

     The Company will need  additional  working  capital to be successful in its
planned operations.

     Continuation  of the Company as a going concern is dependent upon obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes  will  accomplish  this  objective  through  equity
funding,  and long term financing,  which will enable the Company to operate for
the coming year.

     There  can be no  assurance  that the  Company  can be  successful  in this
effort.

Liquidity and Capital Resources
-------------------------------

     The Company  will need  additional  working  capital to finance its planned
activity.

Results of Operations
---------------------

     The Company has had no operations during this reporting period.
<PAGE>

PART 2 - 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, thereunto duly authorized.

                              GEM PORPHYRY,  INC.
                              (REGISTRANT)

                              /s/   David Zahner
                          BY:  -------------------------
                               PRESIDENT  AND  DIRECTOR

DATED:  27TH  DAY  OF  MARCH,  2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on the 27th day of March, 2000,

/s/   David Zahner
----------------------------------------
DAVID ZAHNER: President and Director