U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10Q-SB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
                             SECURITIES ACT OF 1934

                        COMMISSION FILE NUMBER 000-28595

                              PEABODYS COFFEE, INC.
                 (Name of Small Business Issuer in its Charter)

            NEVADA                                                98-0209293
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

             3845 ATHERTON ROAD, SUITE 9, ROCKLIN, CALIFORNIA, 95765
                     (Address of Principal Executive Office)

                                 (916) 632-6090
                           (Issuer's Telephone Number)

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 filings requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,678,384 shares of common stock.

Transitional Small Business Disclosure Format (Check One):  Yes [X]  No [ ]

                                      -1-
<PAGE>

                                TABLE OF CONTENTS

Part I -  Financial Information

     Item 1    Financial Statements                                            3

     Item 2    Management's Discussion and Analysis or Plan of Operation      13

Part II - Other Information

     Item 1    Legal Proceedings                                              16

     Item 2    Changes in Securities                                          16

     Item 3    Defaults Upon Senior Securities                                18

     Item 4    Submission of Matters to a Vote of Security Holders            18

     Item 5    Other Information                                              18

     Item 6    Exhibits and Reports on Form 8-K                               18

Signatures                                                                    19

                                      -2-
<PAGE>

                              PEABODYS COFFEE, INC.
                                 BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED

                                                          2000            1999
                                                  ------------    ------------
ASSETS

Current Assets
  Other receivables                               $     16,192    $     25,862
  Inventories                                           45,763          52,610
  Prepaid expenses                                     145,960          10,203
                                                  ------------    ------------
     Total Current Assets                              207,915          88,675

Property and equipment (net)                           473,853         506,767
Deposits and other assets                              167,774         108,764
                                                  ------------    ------------

     Total Assets                                 $    849,542    $    704,206
                                                  ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Cash overdraft                                  $     20,075    $    150,640
  Accounts payable                                     486,783         806,940
  Accrued expenses                                     226,251         437,920
  Capital lease obligations                                436           3,037
  Short-term borrowings                                 33,420         171,630
  Bridge note financing                                 40,000         367,500
                                                  ------------    ------------

     Total Current Liabilities                         806,965       1,937,667
                                                  ------------    ------------

Stockholders' Equity (Deficit)
  Common stock authorized - 50,000,000 shares,
  issued and outstanding, 10,678,384 and 6,565,477
  $.001 par value                                       10,678           6,565

  Paid-in capital                                    4,112,603       2,811,437
  Accumulated deficit                               (4,080,704)     (4,051,463)
                                                  ------------    ------------

     Total Stockholders' Equity (Deficit)               42,577      (1,233,461)
                                                  ------------    ------------

     Total Liabilities and Stockholders' Equity
     (Deficit)                                    $    849,542    $    704,206
                                                  ============    ============

See accompanying notes to financial statements

                                      -3-
<PAGE>

                              PEABODYS COFFEE, INC.
                   STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
                  SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED

                                                          2000            1999
                                                  ------------    ------------

Sales                                             $    946,221    $  1,054,785

Cost of Sales                                          371,634         429,601
                                                  ------------    ------------

     Gross Profit                                      574,587         625,184

Operating expenses
  Employee compensation and benefits                   476,175         576,420
  General and administrative expenses                  169,693         148,724
  Occupancy                                            141,349         152,472
  Director and professional fees                       194,713          87,748
  Depreciation and amortization                         55,380          49,503
  Settlement costs and other fees                        6,082              --
                                                  ------------    ------------
                                                     1,043,392       1,014,867
                                                  ------------    ------------

  Operating Loss                                      (468,805)       (389,683)

Interest expense                                        (6,102)        (41,279)
                                                  ------------    ------------

  Net loss before extraordinary item                  (474,907)       (430,962)
  Extraordinary item - forgiveness of debt              46,539              --
                                                  ------------    ------------

     Net Loss                                         (428,368)       (430,962)

Accumulated Deficit, beginning of period            (3,652,336)     (3,620,501)
                                                  ------------    ------------

Accumulated Deficit, end of period                $ (4,080,704)   $ (4,051,463)
                                                  ============    ============

Earnings per common share:
  Net loss before extraordinary item              $      (0.04)   $      (0.07)
  Extraordinary item                                       .00              --
                                                  ------------    ------------
  Net loss                                        $      (0.04)   $      (0.07)
                                                  ============    ============

See accompanying notes to financial statements

                                      -4-
<PAGE>

                              PEABODYS COFFEE, INC.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED

                                                          2000            1999
                                                  ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                          $   (428,368)   $   (430,962)
Adjustments to reconcile net loss to net cash
used by operating activities:
  Depreciation and amortization                         55,380          49,503
  Gain on extraordinary item - forgiveness of debt     (46,540)             --
  Loss on disposal of property and equipment             2,143              --
Changes in operating assets and liabilities:
  Receivables                                            9,174          (7,664)
  Inventories                                           (5,315)        (11,419)
  Prepaid expenses                                     103,131          (1,162)
  Accounts payable                                      58,487          81,996
  Accrued expenses                                       3,708          97,990
                                                  ------------    ------------
     Net cash used by operating activities            (248,200)       (221,718)

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                    (22,769)       (132,895)
Changes to deposits and other assets                   (27,325)        (50,788)
Acquisition of intangibles                                  --              --
                                                  ------------    ------------
     Net cash used by investing activities             (50,094)       (183,683)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable                 95,000         128,377
Principal reductions of notes payable                  (50,500)             --
Net proceeds from sale of stock                        231,025         148,298
Payments on capital lease obligations                     (677)         (2,450)
                                                  ------------    ------------
     Net cash provided by financing activities         274,848         274,225

NET DECREASE IN CASH AND
CASH EQUIVALENTS                                       (23,446)       (131,176)

CASH AND CASH EQUIVALENTS
Beginning of period                                      3,371         (19,464)
                                                  ------------    ------------
End of period                                     $    (20,075)   $   (150,640)
                                                  ============    ============

See accompanying notes to financial statements

                                      -5-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


The  notes  to  the  financial  statements  include  a  summary  of  significant
accounting  policies and other notes considered  essential to fully disclose and
fairly  present  the  transactions  and  financial  position  of the  company as
follows:

Note  1 - Significant Accounting Policies

Note  2 - Related Party Transactions

Note  3 - Going Concern

Note  4 - Acquisitions

Note  5 - Recapitalization

Note  6 - Property and Equipment

Note  7 - Accounts Payable

Note  8 - Bridge Note Financing (Due and Payable on December 31, 1998)

Note  9 - Supplemental Disclosures Non Cash Transactions

Note 10 - Forgiveness of Debt

                                      -6-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Description of Business
-----------------------
Peabodys  Coffee (the  "Company")  owns and operates  retail espresso coffee bar
kiosks  in  a  variety  of  corporate  and  institutional  locations  throughout
California  and Nevada.  The Company  has gained  access to this  segment of the
specialty coffee market by contracting with existing food service providers such
as Sodexho  Marriott,  Aramark,  and The Compass  Group.  The Company's  product
offerings include: high quality coffee and espresso beverages,  fruit smoothies,
pastries, accompaniments, and coffee related accessories.

Estimates and Assumptions
-------------------------
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  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results may differ from these estimates.

Basis of Presentation
---------------------
In the opinion of management,  all adjustments of a normal and recurring nature,
which were  considered  necessary  for a fair  presentation  of these  financial
statements,  have been included.  It is suggested that these statements are read
in conjunction with the financial  statements and footnotes  thereto included in
the annual  report of the  Company on Form  10-KSB for the year ended  March 31,
2000. The results of operations for the period ended  September 30, 2000 may not
necessarily be indicative of the operating results for the entire fiscal year.

Incorporation by Reference
--------------------------
The following  notes from the Company's  audited  financial  statements  for the
years ended March 31, 2000 and 1999 included in the Annual Report of the Company
on Form  10-KSB,  filed  with  the  Commission  on June  29,  2000,  are  hereby
incorporated by reference:

     Note 10 - Capital Lease Obligations
     Note 11 - Short-Term Borrowings
     Note 12 - Lease Information
     Note 13 - Income Taxes
     Note 15 - Stockholders' Deficit
     Note 16 - Stock Option Plans
     Note 17 - Warrants
     Note 21 - Risks and Uncertainties
     Note 22 - Concentrations
     Note 23 - Fair Value of Financial Instruments

Cash and Cash Equivalents
-------------------------
The Company  considers  all highly liquid  instruments  with a maturity of three
months or less at the time of purchase to be cash equivalents.

                                      -7-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Property and Equipment
----------------------
Property and equipment are recorded at cost.  Depreciation  and amortization are
primarily  accounted for on the  straight-line  method over the estimated useful
lives  of  the  assets,   generally  ranging  from  five  to  seven  years.  The
amortization  of site  improvements is based on the shorter of the lease term or
the life of the improvement.

Intangible Assets
-----------------
Goodwill  represents  the  excess of  acquisition  costs  over the fair value of
assets acquired.  Amortization is recorded on a straight-line  basis over twenty
years.

It is the Company's policy to evaluate the ongoing profitability of the acquired
assets in order to determine  if any  impairment  of the net goodwill  value has
occurred.

Income Taxes
------------
The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the use of the asset and liability method of computing  deferred income
taxes.

Inventory
---------
Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market.

Compensated Absences
--------------------
Employees  of the  Company  are  entitled  to  paid  vacation  depending  on job
classification,  length of service and other  factors.  It is  impracticable  to
estimate the amount of compensation  for future absences,  and  accordingly,  no
liability  has been  recorded  in the  accompanying  financial  statements.  The
Company's policy is to recognize the costs of compensated absences when actually
paid to employees.

Reclassifications
-----------------
Certain  amounts from the  September  30, 1999  financial  statements  have been
reclassified to conform with the current year presentation.

NOTE 2 - RELATED PARTY TRANSACTIONS

A member of the  Company's  Board of  Directors  provided  management  and other
services  to the  Company on various  business  issues.  Fees  accrued  for such
services by the Company during the six months ended September 30, 2000 and 1999,
were $12,000 and $21,000,  respectively.  At September 30, 2000 and 1999, $0 and
$24,196, respectively, was accrued in accounts payable.

An officer  of  Mine-A-Max  corporation  was  related  to a board  member of the
Company.  Pursuant to the merger agreement, the Mine-A-Max corporate officer was
granted 35,000 stock options at an exercise price of $1.00 per share.

                                      -8-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 3 - GOING CONCERN

These statements are presented on the basis that the Company is a going concern.
Going concern  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal course of business over a reasonable  length of time.
The accompanying  financial statements show an operating loss for the six months
ended  September 30, 2000 of $468,805,  and current  liabilities  exceed current
assets by $599,050.  Without an infusion of  additional  capital,  the Company's
ability to continue  operations is doubtful.  No adjustment has been made to the
financial  statements  relating  to the  uncertainty  of  continuing  as a going
concern.

Management's Plan
-----------------
The Board and management  acknowledge  the issues raised as to the future of the
Company.  As such, the Company has recently  eliminated  over $1 million of debt
through a combination of debt forgiveness and conversion of debt to equity,  and
intends  to  further  reduce  debt  via the  same  approach.  The  Company  also
anticipates a reduction in cost of goods sold from a new supply agreement with a
national food and beverage distributor. In addition, the Company has engaged the
services of various  consultants to enhance merger and acquisition  activity and
capital raising efforts. The board and management believe that being a reporting
company  under  the  Securities  Exchange  Act of  1934,  along  with  improving
financial   conditions,   will  help  to  attract   investment   and  to  create
opportunities for the Company.

NOTE 4 - ACQUISITIONS

In June 2000, the Company  purchased certain assets of a coffee roasting company
in Van Nuys, California, an unrelated party. Terms of the agreement specify that
the  ultimate  consideration  paid for the  assets is  contingent  on the seller
meeting  certain  conditions.  The  seller  has  since  been  unable to meet the
required  conditions of the agreement.  The purchase price has been allocated to
the acquired  assets on the basis of their  estimated  fair value on the date of
acquisition.  The ultimate  fair value of the assets  acquired is  summarized as
follows:

     Inventory                                                   $   11,662
     Roasting equipment                                              52,338
                                                                 ----------
                                                                 $   64,000
                                                                 ==========

In April 1999, the Company  purchased  certain assets of a coffee company in San
Diego,  California,  an unrelated party, for $120,000 and 5,000 shares of common
stock of the  Company.  The  purchase  price has been  allocated to the acquired
assets on the basis of their  estimated  fair value on the date of  acquisition.
The fair value of the assets acquired is summarized as follows:

     Inventory                                                   $    5,125
     Carts, kiosks and equipment                                     73,945
     Intangibles                                                     40,930
                                                                 ----------
                                                                 $  120,000
                                                                 ==========

                                      -9-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 5 - RECAPITALIZATION

On June 30, 1999, Mine-A-Max Corporation,  a public shell corporation,  acquired
88% of the outstanding stock of Peabodys Coffee, Inc., a California  corporation
("Peabodys  California")  at which time  Peabodys  was merged  into  Mine-A Max.
Twelve percent of Peabodys California  shareholders have dissenter rights, which
could be exercised. For accounting purposes the acquisition will be treated as a
recapitalization   of  Peabodys,   with   Peabodys  as  the  acquirer   (reverse
acquisition).  Pro-forma  statements  are not provided given the merger is to be
considered a reverse acquisition and not a business  combination.  Subsequent to
the merger,  Peabodys stockholders own 95.82% of the recapitalized  company. The
pre-merger balance sheet of Mine-A-Max at June 30, 1999 was as follows:

     Cash                                                        $      157
     Accounts payable                                                (4,041)
     Due to officers                                                (18,838)
     Common Stock par
     (authorized 50,000,000, issued 254,606 at $0.001)                 (128)
     Paid in capital                                               (319,502)
     Accumulated Deficit                                            342,352

NOTE 6 - PROPERTY AND EQUIPMENT

At September 30, 2000, property and equipment were comprised of the following:

                                                           2000            1999
                                                     ----------      ----------

  Kiosk carts and equipment                          $  500,449      $  505,057
  Equipment and furniture                               282,092         207,342
  Signage                                                44,356          41,095
  Site improvements                                      77,395          67,433
                                                     ----------      ----------
                                                        904,292         820,927
  Less: accumulated depreciation                       (430,439)       (314,160)
                                                     ----------      ----------
                                                     $  473,853      $  506,767
                                                     ==========      ==========

NOTE 7 - ACCOUNTS PAYABLE

Of the $486,783 and $806,940 in accounts payable at September 30, 2000 and 1999,
approximately  71% and  77%  have  been  outstanding  for  more  than  90  days,
respectively.

                                      -10-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 8 - BRIDGE NOTE FINANCING (DUE AND PAYABLE ON DECEMBER 31,1998)

In May 1996,  the  Company  issued  "units"  consisting  of secured  convertible
promissory  notes and  warrants to purchase  the  Company's  common  stock.  The
offering  closed August 1996 with $760,000 of notes and warrants  sold.  Through
September 30, 2000 and 1999,  $720,000 and $392,500 of principal  notes had been
converted to common stock, respectively.

In addition, the Company is obligated to make quarterly interest payments on the
principal balance outstanding,  at nine percent (9%) per annum and to repay such
principal  balance in full on December  31,  1998.  Certain  note  holders  have
elected to forgive all accrued  interest  in exchange  for  warrants to purchase
common  stock.  This  transaction  is  discussed  in  detail  in Note 10.  As of
September 30, 2000, the Company is approximately  $24,860 in arrears on interest
payments  relating  to the  remaining  Secured  Notes.  Under  the  terms of the
Security  Agreement  relating to the Secured  Notes, a note holder has the right
to: (a)  declare all  principal  and  interest  immediately  due and owing,  (b)
exercise  its rights and  remedies  under the  California  Commercial  Code as a
secured creditor having a security  interest in the collateral,  which includes,
but is not limited to  equipment,  inventory,  accounts,  trademarks,  and trade
names and  other  intellectual  property  rights  (the  "Collateral"),  and,  in
particular,  sell, any part of the Collateral, and (c) exercise any other rights
or remedies of a secured party under  California  Law. As of September 30, 2000,
the  Company  has not  received  any notice of default  relating  to the Secured
Notes.

NOTE 9 - SUPPLEMENTAL DISCLOSURES NON CASH TRANSACTIONS

Non-cash  transactions for the six months months ended September 30, 2000 are as
follows:

     Accrued interest on bridge note obligations
          forgiven in exchange for warrants to
          purchase common stock                            $    9,266

     Conversion of obligations on bridge financing
          notes into shares of common stock                    20,000

     Issuance of common stock in exchange for
          services provided                                   310,000

     Additional Paid in Capital in exchange for
          equipment and inventory                              64,000

     Conversion of obligations on trade payables
          and other accrued expenses into shares
          of common stock                                     245,255

                                      -11-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


NOTE 10 - FORGIVENESS OF DEBT

This income represents the forgiveness of accrued expenses, recorded as expenses
in prior years and in the six months ended September 30, 2000.

In 1995  and  1996 the  Company  issued  interest  bearing  convertible  secured
promissory  notes ("Bridge  Notes").  During the six months ended  September 30,
2000, a Bridge Note holder elected to convert its outstanding  principal balance
into common stock at a  conversion  price of $1.00 per share.  In addition,  the
Bridge Note holder who elected to convert its  outstanding  principal  agreed to
forgive  the  Company  of its  debt  obligations  related  to  accrued  interest
associated  with their Bridge  Note.  In exchange  for the debt  forgiveness  of
$9,266, the Company issued this note holder warrants to purchase 9,266 shares of
the Company's common stock at a price per share of $1.00.

On  September  30,  2000,  the  Company's  legal  counsel  agreed  to  accept  a
nonstatutory  option for the purchase of 150,000 shares of common stock, with an
exercise price of $0.20 per share as full and final settlement for accrued legal
fees totaling $19,370.

A tax  effect  was not  attributed  to the  gain as the  gain  will  reduce  the
Company's prior net operating loss.

                                      -12-
<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                    UNAUDITED


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITIONS  AND
          RESULTS OF OPERATIONS

     The preparation of this section  requires  management to make estimates and
assumptions about the past, current and future activities,  business  practices,
and  financial  records of the  Company.  Actual  results  may differ from these
estimates and assumptions.

     The Statements of Loss and Accumulated Deficit show a decrease in Sales and
Gross Profit for the six months ended September 30, 2000 over the same period in
fiscal  1999.  The  Company  also shows a  significant  ongoing  increase in the
Accumulated  Deficit for the six months ended  September 30, 2000,  indicating a
poor overall operating performance.

         REVENUES

     Net revenues for the six months ended September 30, 2000 decreased 10.3% to
$946,221  from  $1,054,785  for the same  period  in fiscal  1999.  This was due
primarily to a decrease in the number of operating  kiosks from 28 to 21. Retail
kiosk and cart sales accounted for 100% of revenues for both periods.

          COSTS AND EXPENSES

     Cost of sales for the six months ended  September 30, 2000 decreased  11.8%
to $371,634 from $429,601 for the same period in fiscal 1999. As a percentage of
net  revenues,  cost of sales was 39.3% for the six months ended  September  30,
2000 and 40.7% for the comparable period in fiscal 1999.

     Employee  compensation  and benefits for the six months ended September 30,
2000  decreased to $476,175 from $576,420 for the same period in fiscal 1999. As
a percentage of net revenues,  employee  compensation and benefits  decreased to
50.3% for the six months ended  September 30, 2000 from 54.7% for the comparable
period in fiscal  1999.  The decrease as a percent of net revenues is due to the
restructuring of supervision at the Company's operating sites.

     General and administrative  expenses for the six months ended September 30,
2000  increased to $169,693 from $148,724 for the same period in fiscal 1999. As
a percentage of net revenues,  general and administrative  expenses increased to
17.9% for the six months ended  September 30, 2000 from 14.1% for the comparable
period in fiscal  1999.  The  increase as a percent of net revenues is primarily
due to an increase in training costs  associated  with new unit level  employees
and increased  repairs and maintenance  expenditures  for improving  operational
efficiencies.

     Occupancy  costs for the six months ended  September 30, 2000  decreased to
$141,349  from  $152,472 for the same period in fiscal 1999.  As a percentage of
net  revenues,  occupancy  costs  increased  to 14.9% for the six  months  ended
September 30, 2000 from 14.5% for the comparable period in fiscal 1999.

     Director and professional  fees for the six months ended September 30, 2000
increased  to $194,713  from  $87,748 for the same period in fiscal  1999.  As a
percentage of net revenues,  director and  professional  fees increased to 20.6%
for the six months ended September 30, 2000 from 8.3% for the comparable  period
in fiscal 1999.  The increase as a percentage  of net revenues was primarily due
to the  engagement  of various  consultants  to assist the Company in  obtaining
growth financing and in the penetration of new markets.  The increase is further
due to the accounting  fees incurred  directly  related to the completion of the
audit for the year ended March 31, 2000.  These audit fees were  incurred in the
three months ended December 31, 1999 for the fiscal year ended March 31, 1999.

                                      -13-
<PAGE>

     Depreciation  and  amortization  expense for the six months ended September
30, 2000  increased  to $55,380 from $49,503 for the same period in fiscal 1999.
The  increase  was  primarily  due  to  increased  depreciation  related  to the
acquisition of property and equipment associated with the Northern Lights Coffee
purchase in April 1999,  the South Lake Tahoe  operating  site in May 1999,  and
site improvements at three locations in March 2000.

     Interest  expense for the six months ended  September 30, 2000 decreased to
$6,102 from $41,279 for the same period in fiscal 1999.  As a percentage  of net
revenues,  interest expense decreased to 0.6% for the six months ended September
30, 2000 from 3.9% for the  comparable  period in fiscal 1999.  The decrease was
primarily  due to savings  from the  conversion  of interest  bearing  debt into
shares of common  stock.  $20,000 of debt was converted to common stock in April
2000, $307,500 in December 1999, and $4,500 in April 1999.

     Operating  losses for the six months ended  September 30, 2000 increased to
$468,805  from  $389,683 the same period in fiscal 1999.  As a percentage of net
revenues, operating losses increased to 49.5% for the six months ended September
30, 2000 from 36.9% for the comparable  period in fiscal 1999. The increase as a
percentage of net revenues was  primarily  due to the increases in  professional
fees associated with the engagement of various consultants to assist the Company
in  obtaining  growth  financing  and in the  penetration  of new  markets.  The
increase is further due to  accounting  fees  incurred  directly  related to the
completion of the audit for the year ended March 31, 2000. These audit fees were
incurred in the three months  ended  December 31, 1999 for the fiscal year ended
March 31, 1999.

     Net loss for the six months ended  September 30, 2000 decreased to $428,368
from  $430,962  for the same  period  in fiscal  1999.  As a  percentage  of net
revenues,  net losses  increased to 45.3% for the six months ended September 30,
2000 from 40.9% for the  comparable  period in fiscal  1999.  The  increase  was
primarily due to the increase in consulting  and  professional  fees,  offset by
extraordinary  income  resulting  from debt  forgiveness  of  $9,266 of  accrued
interest payable on notes.

          LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2000, the Company ended the period with a working  capital
deficit of $599,050.  Cash and cash equivalents decreased $23,446 during the six
months ended September 30, 2000. Cash utilized by operating  activities  totaled
$248,200  during the six months ended  September  30, 2000,  primarily due to an
operating loss of $428,368 offset by a decrease in prepaid expenses of $103,131,
an increase in accounts payable of $58,487 and depreciation  expense incurred of
$55,380.

     Cash utilized for investing  activities for the six months ended  September
30, 2000  included  capital  additions  to  property  and  equipment  of $22,769
primarily  related  to  the  refurbishment  of  existing  operating  units,  and
increases in deposits to suppliers of $10,000.

     The Company had net cash provided  from  financing  activities  for the six
months  ended  September  30,  2000  totaling  $274,848.   Cash  from  financing
activities  primarily  consists of $231,025  from net proceeds  from the sale of
Company stock.  These amounts were utilized in the day-to-day  operations of the
Company.

     Management is currently  attempting to secure  sufficient equity investment
capital to allow the Company to open or acquire 5  additional  operating  units.
Management  anticipates that the addition of these 5 Company operated units will
have a significant  positive impact on the Company's  overall  operating losses.
However,  management  estimates  that the number of Company  operated units will

                                      -14-
<PAGE>

need to grow to at least 40 with comparable or slightly improved  performance to
the  existing  units in order to reach break even with  operational  costs.  The
Company  estimates  that this  growth  to 40 units  will  require  approximately
$500,000 of additional investment capital (in addition to the investment capital
required to address the current working capital deficit) and  approximately  six
months to achieve.  In anticipation of this growth,  and the need for additional
capital,  the Company has engaged  the  services of various  consultants  and is
currently  negotiating with several alternative  sources of capital.  Management
believes  that  one or more of these  sources  may be in place by the end of the
current fiscal year. However,  there can be no assurances that such capital will
be in place.

                                      -15-
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     None

ITEM 2.   CHANGES IN SECURITIES

     (c)  The  following   equity   securities  were  sold  by  the  Company  in
unregistered transactions during the period covered by this report:

     On July 1, 2000, the Company issued 12,275 shares of its common stock, at a
price of $0.50 per share, upon the exercise of non-statutory  stock options by a
single  entity.  The optionee used debt  forgiveness  as  consideration  for the
exercise price. The issuance was exempt from registration  under Section 4(2) of
the  Securities  Act of 1933,  as  amended.  The entity to whom the shares  were
issued  had a  longstanding  relationship  with the  Company,  was  composed  of
sophisticated  investors,  and had  access to the same  information  as would be
included in a registration statement prepared by the Company.

     On July 19, 2000, the Company  issued,  to an individual  consultant of the
Company as  consideration  for  consulting  services:  (i) 150,000 shares of its
common stock  valued at $0.50 per share;  and (ii) a warrant for the purchase of
an additional  100,000  shares of its common stock.  The warrant has a term of 3
years, and exercise prices of: (a) $2.00 per share for 50,000 of the shares, and
(b) $2.50 for 50,000 of the  shares.  The shares and  warrant  were  issued in a
transaction exempt under Rule 506 of Regulation D promulgated under Section 4(2)
of the Securities Act, as amended.

     From August 11, 2000,  continuing  through the end of the period covered by
this  report,  the  Company  has sold  575,000  shares of its common  stock in a
private offering exempt under Rule 506 of Regulation D promulgated under Section
4(2), as amended. The sales were to individuals and entities, each of whom was a
sophisticated investor and an existing shareholder of the Company.

     On August 15, 2000 the Company issued 25,000 shares of its common stock, at
a price of $0.20 per share,  upon the  exercise of stock  options.  The Optionee
used debt forgiveness as consideration  for the exercise price. The issuance was
exempt from  registration  under Section 4(2) of the  Securities Act of 1933, as
amended.  The  individual  to whom the shares  were  issued  had a  longstanding
relationship  with the Company as its former  controller,  and had access to the
same  information as would be included in a registration  statement  prepared by
the Company.

     On August 23, 2000 the Company  issued a  non-statutory  stock option to an
individual,  for the  purchase  of 20,000  shares  of its  common  stock,  at an
exercise price of $0.35 per share, as consideration for consulting services. The
option has a term of 2 years and is fully  vested.  The option was issued  under
the  exemption  provided  by  Section  4(2) of the  Securities  Act of 1933,  as
amended.   The  optionee  is  a   sophisticated   investor  with  a  preexisting
relationship  with the Company,  and had access to the same information as would
be included in a registration statement prepared by the Company.

     On September 1, 2000, the Company issued 230,000 shares of its common stock
to three  purchasers  pursuant to a  restructuring  and  repricing of an earlier
purchase  of  stock  by the  three  purchasers.  The  shares  were  issued  in a
transaction exempt under Rule 506 of Regulation D promulgated under Section 4(2)
of the Securities Act, as amended.

                                      -16-
<PAGE>

     On September 7, 2000,  the Company  issued 7,500 shares of its common stock
upon the  exercise  of a warrant at an  exercise  price of $0.10 per share.  The
holder of the warrant used cash as  consideration  for the exercise  price.  The
issuance was exempt from  registration  under Section 4(2) of the Securities Act
of 1933,  as  amended.  The  individual  to whom the  shares  were  issued had a
pre-existing  relationship with the Company, was a sophisticated  investor,  and
had  access  to the same  information  as would be  included  in a  registration
statement prepared by the Company.

     On September 19, 2000, the Company issued,  to a consultant of the Company,
50,000 shares of its common stock as consideration for consulting services.  The
shares  were  issued in a  transaction  exempt  under Rule 506 of  Regulation  D
promulgated under Section 4(2) of the Securities Act, as amended.

     On September 28, 2000, the Company issued 2,750 shares of its common stock,
at a price of $0.10 per share,  upon the exercise of a warrant.  The  individual
exercising the warrant used cash as  consideration  for the exercise price.  The
issuance was exempt from  registration  under Section 4(2) of the Securities Act
of 1933,  as  amended.  The  individual  to whom the  shares  were  issued had a
pre-existing  relationship with the Company, was a sophisticated  investor,  and
had  access  to the same  information  as would be  included  in a  registration
statement prepared by the Company.

     On September  29, 2000,  the Company  issued  277,888  shares of its common
stock to three  trade  creditors  in  exchange  for  debt  forgiveness  in three
separate transactions:  (i) 204,378 shares were issued with a valuation of $0.50
per share;  (ii) 33,510  shares were issued with a valuation of $0.30 per share;
and (iii) 40,000 shares were issued with a valuation of $0.20 per share. Each of
the three  issuances  was exempt from  registration  under  Section  4(2) of the
Securities  Act of 1933, as amended.  Each of the three trade  creditors to whom
the shares were issued had a longstanding,  pre-existing  relationship  with the
Company, was a sophisticated investor, and had access to the same information as
would be included in a registration statement prepared by the Company.

     On  September  29, 2000,  the Company  issued  17,000  shares of its common
stock,  at a price of $0.10 per  share,  upon the  exercise  of a  warrant.  The
individual exercising the warrant used debt forgiveness as consideration for the
exercise  price.  The debt was in the form of a promissory not. The issuance was
exempt from  registration  under Section 4(2) of the  Securities Act of 1933, as
amended.  The  individual  to whom the shares  were  issued  had a  pre-existing
relationship with the Company, was a sophisticated  investor,  and had access to
the same information as would be included in a registration  statement  prepared
by the Company.

     On September 30, 2000, the Company issued 6,667 shares of its common stock,
at a price of $3.33 per share, in exchange for debt forgiveness. The debt was in
the form of a promissory note. The issuance was exempt from  registration  under
Section 4(2) of the Securities  Act of 1933, as amended.  The individual to whom
the shares were issued had a pre-existing  relationship with the Company,  was a
sophisticated  investor,  and had  access  to the same  information  as would be
included in a registration statement prepared by the Company.

     On September 30, 2000 the Company issued 175,000 shares of its common stock
to two  optionees,  at a price of $0.04 per share,  upon the  exercise  of stock
options in two separate  transactions,  one for the issuance of 112,500  shares,
and one for the  issuance  of  62,500  shares.  The  optionees  each  used  debt
forgiveness as  consideration  for the exercise price. The issuances were exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended.
The  individuals  to  whom  the  shares  were  issued  each  had a  longstanding
relationship with the Company,  were officers of the Company,  and had access to
the same information as would be included in a registration  statement  prepared
by the Company.

                                      -17-
<PAGE>

     On September 30, 2000, the Company issued a non-statutory stock option to a
law firm, for the purchase of 150,000 shares of its common stock, at an exercise
price of $0.20 per share,  as  consideration  for  forgiveness  of debt for past
services  rendered.  The option has a term of 4 years and is fully  vested.  The
option was issued under the exemption provided by Section 4(2) of the Securities
Act of 1933,  as  amended.  The  optionee  is a  sophisticated  investor  with a
preexisting   relationship  with  the  Company,  and  had  access  to  the  same
information  as would be included in a  registration  statement  prepared by the
Company.

     On  September  30,  2000,  an  individual   purchased  200,000  shares  for
$58,175.00 in a transaction  exempt from registration  under Section 4(2) of the
Securities  Act of 1933,  as  amended.  The  individual  to whom the shares were
issued had a longstanding  relationship with the Company,  was a director of the
Company,  and had  access  to the same  information  as would be  included  in a
registration statement prepared by the Company.

ITEM 3.   DEFAULTS ON SENIOR SECURITIES

     None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company has held no regularly scheduled,  called or special meetings of
shareholders during the reporting period.

ITEM 5.   OTHER INFORMATION

     None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

Exhibit No.         Description
-----------         -----------
2.1*                Articles of Incorporation of Kimberley Mines, Inc.
2.2*                Certificate  of  Amendment  of  Articles  of   Incorporation
                    (Mine-A-Max Corp.)
2.3*                Certificate  of  Amendment  of  Articles  of   Incorporation
                    (Peabodys Coffee, Inc.)
2.4*                Amended and Restated Bylaws of Peabodys Coffee, Inc.
3.1*                Peabodys Coffee, Inc. 1995 Stock Option Plan
3.2*                Peabodys Coffee, Inc. 1999 Stock Option Plan
6.1*                Executive Services Agreement with Barry J. Gibbons
6.2**               Arrosto Asset Purchase Agreement
6.3**               Consulting Agreement--Ward
6.4**               Consulting Agreement--Lyman
6.5***              Asset Purchase Agreement with Arrosto Coffee Company, LLC

*Incorporated  by  reference  to the  Company's  Registration  Statement on Form
10-SB, as amended,  originally  filed with the Commission under the Exchange Act
on December 21, 1999.

**Incorporated by reference to the Company's Annual Report on Form 10-KSB, filed
with the Commission on June 29, 2000.

***Incorporated  by reference to the Company's Current Report on Form 8-K, dated
June 19, 2000.

                                      -18-
<PAGE>

     (b) Reports on Form 8-K.
         -------------------

     The Company filed no reports on Form 8-K during the reporting period.

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        PEABODYS COFFEE, INC.,
                                        A Nevada Corporation


                                        By:_____________/S/___________________
                                                 Todd Tkachuk, President

                                        Date: November 14, 2000

                                      -19-