<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:   000-28525
                                 ---------



                              HARDROCK MINES, INC.
                              -------------------
               (Exact name of Registrant as specified in charter)

          NEVADA                                          87-0636386
(State or other jurisdiction of incorporation)    (I.R.S.  EMPLOYER  ID  NO.)

C/O 4700 S 900 E STE 41B, Salt Lake City  UT                       84117
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP  CODE)

                                 (800) 870-1654
                         (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: 515,000

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 [ ]  No [x]            (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 515,000  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
                        --------------------------------

     Hardrock Mines, Inc., formerly "VHF Corporation,  Inc.",  (hereinafter "The
Company") was  incorporated  on June 14, 1982,  pursuant to the Nevada  Business
Corporation Act. Its original Articles of Incorporation  provided for authorized
capital of twenty five thousand (25,000) shares of common stock with a par value
of one dollar ($1.00).

     On November 20, 1999, the shareholders of the Company approved an amendment
to the Articles of Incorporation  changing the authorized capital to one hundred
million  (100,000,000) shares of common stock with a par value of $0.001 (1 mil)
per share.

     The amended  Articles  were filed with the State of Nevada on December  17,
1999.  The Company was formed with the stated  purpose of  conducting  any " . .
 .lawful practice,  business or activity." However,  the contemplated purpose was
to engage in investment and business  development  operations related to mineral
research and exploration.

     On or about  July 02,  1994,  the Board of  Directors  entered  into  early
negotiations with Liberty  Consolidated  Mines, Inc. who then held rights to the
Mt. Laurel Mine patented  property plus 28 mining claims and one mill site claim
located  in  the  Eddy  Gulch  area  near  Sawyers  Bar,  California.  Following
significant research and expense,  however, the Company's attempts to compete in
this field were abandoned upon discovery that various environmental  regulations
and stipulations were cost prohibitive.  All attempts to engage in business with
Liberty  Consolidated  Mines,  Inc.  ended on or about March 08,  1996,  and the
Company fell into inactivity.

     The Company  never  engaged in an active trade or business  throughout  the
period from  inception  through  1998.  On or about July 29 1999,  the directors
determined that the Company should become active and reinstated the Company with
the State of  Nevada,  and began  seeking  potential  operating  businesses  and
business opportunities with the intent to acquire or merge with such businesses.

     The Company is  considered  a  development  stage  company  and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a merger  or  acquisition  with a  private  entity.  Because  of the
Company's  current status having no assets and no recent operating  history,  in
the event the  Company  does  successfully  acquire or merge  with an  operating
business opportunity,  it is likely that the Company's present shareholders will
experience  substantial  dilution and there will be a probable change in control
of the Company.

     The Company is filing its registration statement on Form 10-KSB in order to
make  information  concerning  itself  more  readily  available  to the  public.
Management believes that being a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), could provide a prospective merger
or acquisition candidate with additional  information concerning the Company. In
addition,  management  believes that this might make the Company more attractive
to  an  operating  business  opportunity  as a  potential  business  combination
candidate.

     As a result of filing its registration statement,  the Company is obligated
to file with the Commission  certain interim and periodic  reports  including an
annual report containing  audited financial  statements.  The Company intends to
continue to voluntarily  file these periodic reports under the Exchange Act even
if its obligation to file such reports is suspended under applicable  provisions
of the Exchange Act.

     Any target  acquisition  or merger  candidate  of the  Company  will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least the two most  recent  fiscal  years or,  in the  event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

     The Company's principal executive offices are located in care of 4700 South
900 East STE 41B, Salt Lake City, Utah, 84117.

                       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 29 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  Ryan  Christison ,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:
----                   ---   --------            -----------------------------

Ryan Christison*       30    President/Director        June  15, 1999
Denise Christison*     28    Sec./Treas./Director      June  15, 1999

     *Ryan and Denise Christison,  husband and wife, have a combined interest in
the Company of 40,000 shares, approximately 0.07%.

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


RYAN CHRISTISON:  DIRECTOR  AND  PRESIDENT
------------------------------------------

     Ryan  Christison's  business  experience and expertise comes primarily from
his  successful  career in the  Department of  Transportation  as Assistant Lead
Manager of Highway Operation Specification.

DENISE CHRISTISON:  DIRECTOR,  TREASURER/SECRETARY
--------------------------------------------------

     Denise Christison holds a BA in Business  Management and works in the legal
profession as a Personal Injury Claims Processor.

<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 ay 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 of Person or Group:  Nature of Ownership:  Number of Shares Owned:  Percent
-----------------------   -------------------   ----------------------   -------

     None

            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:

                                   HARDROCK MINES, INC
                                   -------------------

Date: 23 March, 2000               By:  /s/ Ryan Christison
                                   ------------------------
                                   RYAN CHRISTISON, PRESIDENT AND DIRECTOR


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

                              HARDROCK MINES, INC.

                         FINANCIAL STATEMENTS AND REPORT

                   OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                    DECEMBER 31, 1999, AND DECEMBER 31, 1998



<PAGE>

Board  of  Directors
Hardrock Mines,  Inc.
Salt  Lake  City,  Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have audited the accompanying  balance sheets of Hardrock Mines, 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 June 14, 1982
(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.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Hardrock  Mines,  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
June 14, 1982 (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
February  01,  2000

                              HARDROCK MINES, 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; 515,000 shares issued and outstanding
        on December 31, 1999; 475,000 on December 31,
        1998                                                515        475

Capital in excess of par value                           28,485     18,525

    Deficit accumulated during the development stage    (29,000)   (19,000)
                                                       ---------  ---------

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


                              HARDROCK MINES, INC.
                         ( A Development Stage Company)
                            STATEMENTS OF OPERATIONS
      For the Years Ended December 31, 1999, 1998, and 1997 and the Period
             June 14, 1982 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>


                                                     Jun 14, 1982
                       Dec 31    Dec 31   Dec 31     to
                        1999      1998     1997      Dec 31, 1999
                      ---------  -------  -------    ---------
<S>                   <C>        <C>      <C>        <C>
REVENUES              $      -   $     -  $     -    $     -

EXPENSES               10,000          -        -     29,000
                      ---------  -------  -------    ---------

NET LOSS              $(10,000)   $    -  $     -    $(29,000)
                      =========  =======  =======    ========

NET LOSS PER COMMON
SHARE

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



AVERAGE  OUTSTANDING
    SHARES

     Basic             475,000    475,000   475,000
                      ---------   -------   -------


</TABLE>

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

<PAGE>
                              HARDROCK MINES, INC.
                         ( A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    Period June 14, 1982 (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 June 14,  1982 (date of inception)         -     $     -  $        -  $      -

Issuance of common stock for cash              200,000    200      7,800             -
   at $.04 - October  17, 1994

Issuance of common stock for cash              175,000    175       6,825            -
at $.04 - November 20, 1994

Issuance of common stock for cash
    at $.04 - May 22, 1995                     100,000    100       3,900            -


Net operating loss for the year ended
   December 31, 1995                                 -      -           -       (19,000)
                                               -------      ---     ------      -------
BALANCE DECEMBER 31, 1997                      475,000      475      18,525     (19,000)

Issuance of common stock for cash
    at $.25 - December 19, 1999                 40,000       40       9,960         -

Net operating loss for the year ended
    December 31, 1999                               -       -           -       (10,000)
                                               -------  -------  ---------      ---------
BALANCE DECEMBER 31, 1999                      515,000  $   515  $   28,485     $(38,000)
                                               -------  -------  ---------      ---------
Net operating loss for the nine months              -       -           -        (29,000)
ended September 30, 1999                       -------  -------  ---------      ---------

BALANCE DECEMBER 31, 1999                      515,000  $   515  $   28,485     $(29,000)
                                               =======  =======  ==========     =========

</TABLE>

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

<PAGE>
                              HARDROCK MINES, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
              For the Years Ended December 31, 1999, 1998 and 1997
      and the Period June 14, 1982 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>


                                                                         JUN 14, 1982
                                          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                                 $(10,000)  $    -    $     -    $(29,000)

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


Net Cash Used in  Operations              (10,000)       -          -     (29,000)
                                         ---------  --------- -------    -------

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

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of common stock
                                           10,000         -          -     29,000
                                         ---------  --------- -------   -------

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>
                              HARDROCK MINES, INC.
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

     The Company was incorporated  under the laws of the State of Nevada on June
14, 1982 with the name of "VHF  Corporation"  with  authorized  common  stock of
25,000 shares at $1.00 par value.  On November 11, 1999 the  authorized  capital
stock  was  increased  to  1000,000,000  shares  with a par  value of $0.001 in
connection with a name change to "Hardrock Mines, Inc."

     On November 11, 1999 the Company  completed a forward common stock split of
25 shares for each  outstanding  share.  This report has been  prepared  showing
after stock split shares with a par value of $.001 from inception.

      The Company is in the development stage [and] has been engaged in the
activity of seeking developmental 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
$29,000.  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 2011 through 2020.

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

     Earnings  (loss)  per share  amounts  are  computed  based on the  weighted
average  number of shares  actually  outstanding,  after  the  stock  split,  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>
------

                              HARDROCK MINES, 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 515,000  shares of
common  stock  outstanding  of which  160,000  shares  were  acquired by 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 ha 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.

                              HARDROCK MINES,  INC.
                              (REGISTRANT)

                              /s/   Ryan Christison
                          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/   Ryan Christison
----------------------------------------
RYAN CHRISISON: President and Director


/s/  Denise Christison
----------------------------------------
DENISE CHRISTISON: Director,  Secretary  and  Chief  Financial  Officer