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

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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: 10,951,717 shares of common stock.

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

<PAGE>

                                TABLE OF CONTENTS

Part I - Financial Information

     Item 1   Financial Statements                                             3

     Item 2   Management's Discussion and Analysis or Plan of Operation       14

Part II - Other Information

     Item 1   Legal Proceedings                                               17

     Item 2   Changes in Securities                                           17

     Item 3   Defaults Upon Senior Securities                                 17

     Item 4   Submission of Matters to a Vote of Security Holders             17

     Item 5   Other Information                                               18

     Item 6   Exhibits and Reports on Form 8-K                                18

Signatures                                                                    19

<PAGE>

                              PEABODYS COFFEE, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                                    UNAUDITED

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

Current Assets
   Other receivables                                 $    20,893    $    20,663
   Inventories                                            48,068         57,215
   Prepaid expenses                                       81,274          6,156
                                                     -----------    -----------
         Total Current Assets                            150,235         84,034

Property and equipment (net)                             431,899        482,623
Deposits and other assets                                153,593         94,140
                                                     -----------    -----------

         Total Assets                                $   735,727    $   660,797
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Cash overdraft                                    $    41,293    $   100,115
   Accounts payable                                      606,975        687,626
   Accrued expenses                                      144,141        192,593
   Other current liabilities                              76,000             --
   Capital lease obligations                                  --          1,330
   Short-term borrowings                                  21,320        112,121
   Bridge note financing                                  40,000         62,500
                                                     -----------    -----------

         Total Current Liabilities                       929,729      1,156,285
                                                     -----------    -----------

Stockholders' Deficit
   Common stock authorized - 50,000,000 shares,
   issued and outstanding, 10,951,717 and 7,272,804
     $.001 par value                                      10,952          7,273

   Paid-in capital                                     4,092,136      3,326,286
   Accumulated deficit                                (4,297,090)    (3,829,047)
                                                     -----------    -----------

         Total Stockholders' Deficit                    (194,002)      (495,488)
                                                     -----------    -----------

         Total Liabilities and Stockholders' Deficit $   735,727    $   660,797
                                                     ===========    ===========

See accompanying notes to financial statements

<PAGE>

                              PEABODYS COFFEE, INC.
               STATEMENTS OF INCOME (LOSS) AND ACCUMULATED DEFICIT
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                     Nine Months Ended             Three Months Ended
                                                        December 31,                  December 31,
                                                    2000           1999           2000           1999
                                                    ----           ----           ----           ----
<S>                                             <C>            <C>            <C>            <C>
Sales                                           $ 1,502,267    $ 1,577,233    $   556,046    $   522,448

Cost of Sales                                       604,314        632,052        232,680        202,451
                                                -----------    -----------    -----------    -----------

         Gross Profit                               897,953        945,181        323,366        319,997

Operating expenses
   Employee compensation and benefits               765,893        851,581        289,718        275,161
   General and administrative expenses              238,872        207,268         69,179         58,544
   Occupancy                                        205,264        233,609         63,915         81,137
   Director and professional fees                   287,833        166,168         93,120         78,420
   Depreciation and amortization                     83,070         86,636         27,690         37,133
   Loss on disposal of property and equipment        26,481             --         (8,000)            --
   Other operating expenses                           6,378             --          2,439             --
                                                -----------    -----------    -----------    -----------
                                                  1,613,791      1,545,262        538,061        530,395
                                                -----------    -----------    -----------    -----------

   Operating Loss                                  (715,838)      (600,081)      (214,695)      (210,398)

Interest expense                                    (11,939)       (64,815)        (5,837)       (23,536)
                                                -----------    -----------    -----------    -----------

   Net loss before extraordinary item              (727,777)      (664,896)      (220,532)      (233,934)
   Extraordinary item - forgiveness of debt          83,023        456,350         36,484        456,350
                                                -----------    -----------    -----------    -----------

         Net Income (Loss)                         (644,754)      (208,546)      (184,048)       222,416

Accumulated Deficit, beginning of period         (3,652,336)    (3,620,501)    (4,113,042)    (4,051,463)
                                                -----------    -----------    -----------    -----------

Accumulated Deficit, end of period              $(4,297,090)   $(3,829,047)   $(4,297,090)   $(3,829,047)
                                                ===========    ===========    ===========    ===========

Earnings per common share:
   Net loss before extraordinary item           $     (0.08)   $     (0.11)   $     (0.02)   $     (0.04)
   Extraordinary item                                   .01            .07            .00            .07
                                                -----------    -----------    -----------    -----------
   Net Income (Loss)                            $     (0.07)   $     (0.04)   $     (0.02)   $      0.03
                                                ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to financial statements

<PAGE>

                              PEABODYS COFFEE, INC.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                    UNAUDITED

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

Net Loss                                                 $(644,754)   $(208,546)
Adjustments to reconcile net loss to net cash
used by operating activities:
   Depreciation and amortization                            83,070       86,636
   Gain on extraordinary item - forgiveness of debt        (83,023)          --
   Loss on disposal of property and equipment               26,481           --
Changes in operating assets and liabilities:
   Receivables                                               4,473      (10,410)
   Inventories                                              (7,620)     (16,251)
   Prepaid expenses                                        171,817        2,284
   Accounts payable                                        178,679      (70,030)
   Accrued expenses                                        (41,919)     (98,585)
   Other current liabilities                                20,000           --
                                                         ---------    ---------
         Net cash used by operating activities            (292,796)    (314,902)

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                        (40,843)    (129,870)
Changes to deposits and other assets                       (13,144)     125,663
Acquisition of intangibles                                      --           --
                                                         ---------    ---------
         Net cash used by investing activities             (53,987)      (4,207)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable                    103,200      203,500
Principal reductions of notes payable                      (60,500)    (115,480)
Net proceeds from sale of stock                            260,532      156,091
Payments on capital lease obligations                       (1,113)      (5,653)
                                                         ---------    ---------
         Net cash provided by financing activities         302,119      238,458

NET DECREASE IN CASH AND
CASH EQUIVALENTS                                           (44,664)     (80,651)

CASH AND CASH EQUIVALENTS
Beginning of period                                          3,371      (19,464)
                                                         ---------    ---------
End of period                                            $ (41,293)   $(100,115)
                                                         =========    =========

See accompanying notes to financial statements

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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  America,  Aramark,  The Compass Group,  and through direct contracts
with selected clients.  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 December 31, 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.

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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  December  31, 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 nine months ended December 31, 2000 and 1999,
were $18,000 and $31,500,  respectively.  At December 31, 2000 and 1999,  $6,000
and $20,696, 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.

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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 nine months
ended  December 31, 2000 of $715,838,  and current  liabilities  exceed  current
assets by $779,494.  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 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. 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.  Under the original terms of the
asset  purchase  agreement,  the  Company  was  to  obtain  roasting  and  other
equipment,  inventory,  a non-compete  agreement and assume certain liabilities.
During the ensuing  months,  the Company  determined that certain aspects of the
transaction  were not beneficial to its operation and,  therefore,  renegotiated
the transaction.

In September 2000, the asset purchase  agreement was amended to include only the
roasting  equipment  and  inventory  from the original  agreement.  Terms of the
agreement  specify  that  the  ultimate  consideration  paid for the  assets  is
contingent on the seller meeting certain conditions. Specifically, the Company's
obligation  to issue shares of common stock is  conditioned  upon the removal of
certain  liens from the  assets  being  purchased.  The seller has thus far been
unable to remove the liens from the assets. The Company,  therefore, has not yet
issued the stock as  consideration  for the assets.  Until the seller  meets its
conditions under the terms of the agreement, and the Company subsequently issues
the shares of common  stock,  the maximum  consideration  to be paid  (currently
$56,000) has been treated as a current liability 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                                $11,662
     Roasting equipment                        52,338
                                              -------
                                              $64,000
                                              =======

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                    UNAUDITED

NOTE 4 - ACQUISITIONS - CONTINUED

Effective December 12, 2000, the Company transferred  possession of the roasting
equipment  for $20,000 to an  unrelated  party.  The Company has  recorded  this
transfer as a liability  until such time as clear title has been  acquired.  The
book value of the equipment has been adjusted as of September 30, 2000 resulting
in a recorded loss of $32,388.

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
                                             ========
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

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                    UNAUDITED

NOTE 6 - PROPERTY AND EQUIPMENT

At December 31, 2000, property and equipment were comprised of the following:

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

     Kiosk carts and equipment             $ 513,364    $ 505,153
     Equipment and furniture                 250,711      208,129
     Signage                                  46,029       41,095
     Site improvements                        79,924       79,540
                                           ---------    ---------
                                             890,028      833,917
     Less: accumulated depreciation         (458,129)    (351,294)
                                           ---------    ---------
                                           $ 431,899    $ 482,623
                                           =========    =========

NOTE 7 - ACCOUNTS PAYABLE

Of the $606,975 and $687,626 in accounts  payable at December 31, 2000 and 1999,
approximately  59% and  76%  have  been  outstanding  for  more  than  90  days,
respectively.

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
December 31, 2000 and 1999,  $720,000  and $697,500 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 December
31, 2000, the Company is approximately  $27,860 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 December 31, 2000, the Company has not
received any notice of default relating to the Secured Notes.

<PAGE>

                              PEABODYS COFFEE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                    UNAUDITED

NOTE 9 - SUPPLEMENTAL DISCLOSURES NON CASH TRANSACTIONS

Non-cash  transactions  for the  nine  months  ended  December  31,  2000 are as
follows:

     Common stock issued in exchange for
        obligations on: trade payables, and
        other accrued expenses                               $255,555

     Warrants to purchase common stock in
        exchange for forgiveness of:
        trade payables, other accrued expenses,
        and interest on bridge notes                           65,120

     Trade payables forgiven                                   17,903

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

     Issuance of common stock in exchange for
        services provided                                     314,000

     Liability for acquisition of inventory
        and equipment                                          56,000

NOTE 10 - FORGIVENESS OF DEBT

This income  represents the forgiveness of trade payables and accrued  expenses,
recorded in prior years and in the nine months ended December 31, 2000.

In 1995  and  1996 the  Company  issued  interest  bearing  convertible  secured
promissory  notes  ("Bridge  Notes").  During the nine months ended December 31,
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 $20,000.

On December 31, 2000, a former employee of the Company agreed to forgive $36,484
of accrued  expenses in exchange for warrants to purchase  100,000 shares of the
Company's common stock at a price per share of $0.10.

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

<PAGE>

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 nine months ended December 31, 2000 over the same period in
fiscal  1999.  The  Company  also shows a  significant  ongoing  increase in the
Accumulated  Deficit for the nine months ended  December 31, 2000,  indicating a
poor overall operating performance.

          REVENUES

     Net revenues for the nine months ended  December 31, 2000 decreased 4.8% to
$1,502,267  from  $1,577,233  for the same period in fiscal  1999.  This was due
primarily  to a reduction  in the number of  operating  kiosk units offset by an
increase in average unit  revenues.  Retail kiosk and cart sales  accounted  for
100% of revenues for both periods.

          COSTS AND EXPENSES

     Cost of sales for the nine months ended December 31, 2000 decreased 4.4% to
$604,314  from  $632,052 for the same period in fiscal 1999.  As a percentage of
net  revenues,  cost of sales was 40.2% for the nine months  ended  December 31,
2000 and 40.1% for the comparable period in fiscal 1999.

     Employee  compensation  and benefits for the nine months ended December 31,
2000  decreased to $765,893 from $851,581 for the same period in fiscal 1999. As
a percentage of net revenues,  employee  compensation and benefits  decreased to
51.0% for the nine months ended  December 31, 2000 from 54.0% for the comparable
period in fiscal  1999.  The  decrease as a percent of net revenues is primarily
due to labor  efficiencies  gained via higher average  revenues at the Company's
operating units.

     General and administrative  expenses for the nine months ended December 31,
2000  increased to $238,872 from $207,268 for the same period in fiscal 1999. As
a percentage of net revenues,  general and administrative  expenses increased to
15.9% for the nine months ended  December 31, 2000 from 13.1% for the comparable
period in fiscal  1999.  The  increase as a percent of net revenues is primarily
due to higher  recruiting and training costs resulting from employee turnover at
the operating unit level.

     Occupancy  costs for the nine months ended  December 31, 2000  decreased to
$205,264  from  $233,609 for the same period in fiscal 1999.  As a percentage of
net  revenues,  occupancy  costs  decreased  to 13.7% for the nine months  ended
December  31, 2000 from 14.8% for the  comparable  period in fiscal  1999.  This
decrease is primarily due to lower average  revenue sharing rates resulting from
renegotiated client contracts.

     Director and professional  fees for the nine months ended December 31, 2000
increased to $287,833  from  $166,168  for the same period in fiscal 1999.  As a
percentage of net revenues,  director and  professional  fees increased to 19.2%
for the nine months ended December 31, 2000 from 10.5% 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.

<PAGE>

     Depreciation  and  amortization  expense for the nine months ended December
31, 2000  decreased  to $83,070 from $86,636 for the same period in fiscal 1999.
As a percentage  of net  revenues,  depreciation  and  amortization  expense has
remained  consistent  at 5.5% for the nine months  ended  December  31, 2000 and
1999.

     Loss on disposal  of  property  and  equipment  for the nine  months  ended
December 31, 2000 of $26,481 is primarily  due to the loss  realized in December
2000 upon disposal of roasting equipment.

     Interest  expense for the nine months ended  December 31, 2000 decreased to
$11,939 from $64,815 for the same period in fiscal 1999.  As a percentage of net
revenues,  interest expense decreased to 0.8% for the nine months ended December
31, 2000 from 4.1% 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 interest bearing debt was converted to common
stock in April 2000, $307,500 in December 1999, and $4,500 in April 1999.

     Operating  losses for the nine months ended  December 31, 2000 increased to
$715,838  from  $600,081 the same period in fiscal 1999.  As a percentage of net
revenues, operating losses increased to 47.7% for the nine months ended December
31, 2000 from 38.0% for the comparable  period in fiscal 1999. The increase as a
percentage  of net revenues was  primarily  due to the increase in  professional
fees associated with the engagement of various consultants to assist the Company
in obtaining financing and in the penetration of new markets.

     Net loss for the nine months ended  December 31, 2000 increased to $644,754
from  $208,546  for the same  period  in fiscal  1999.  As a  percentage  of net
revenues,  net losses  increased to 42.9% for the nine months ended December 31,
2000 from 13.2% for the  comparable  period in fiscal 1999. As discussed in Note
20 of the Annual Report of the Company on Form 10-KSB, filed with the Commission
on June 29, 2000, the Company realized an extraordinary  gain during the quarter
ended  December  31, 1999 of  $456,350.  This gain in fiscal 1999 was  primarily
related  to the  forgiveness  of  accrued  interest  on  bridge  notes  and  the
forgiveness of obligations for accrued expenses.

          LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2000,  the Company ended the period with a working  capital
deficit of $779,494. Cash and cash equivalents decreased $44,664 during the nine
months ended December 31, 2000.  Cash utilized by operating  activities  totaled
$292,796 during the nine months ended December 31, 2000,  primarily due to a net
loss of  $644,754  offset by a decrease  in prepaid  expenses  of  $171,817,  an
increase in accounts  payable of $178,679 and  depreciation  expense incurred of
$83,070.

     Cash utilized for investing  activities  for the nine months ended December
31, 2000  included  capital  additions to property and  equipment of $40,843 and
increases  in  deposits to  suppliers  of $10,000.  The capital  additions  were
primarily  related to the  refurbishment  of existing  operating  units in their
present  locations as well as the refurbishment and relocation of other units in
an effort to achieve improved unit operating results.

<PAGE>

     The Company had net cash provided from  financing  activities  for the nine
months ended December 31, 2000 totaling $302,119. Cash from financing activities
primarily consists of $260,532 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  investment capital
to  support  continued  operations  and allow for the  opening or  acquiring  of
additional  operating units.  The Company is also focused on improving  existing
operating unit performance through enhanced training programs, increased prices,
and site-level  promotions.  Management  anticipates  that these activities will
have a significant  positive impact on the Company's  overall  operating losses.
However,  management  estimates  that the number of Company  operated units will
need to grow to least 35 with  comparable or slightly  improved  performance  in
order to reach break even with  operational  costs.  The Company  estimates that
this  growth to 35 units  will  require  approximately  $450,000  of  additional
investment  capital (in addition to the investment  capital  required to address
the current working capital  deficit) and  approximately  six months to achieve.
The Company has engaged  the  services of various  consultants  to assist in its
efforts  to grow  and  secure  additional  capital.  The  Company  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.

<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 October 2, 2000, the Company issued 20,000 shares of its common stock to
two individuals as consideration for services, with 10,000 shares issued to each
individual The stock was valued at $0.20 per share, and the services provided as
consideration  were advisory and  consulting  services.  The issuance was exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended.
The   individuals   were  each   sophisticated   investors,   had   longstanding
relationships  with the  Company  as  shareholders,  and had  access to the same
information  as would be included in a  registration  statement  prepared by the
Company.

     Between  October 1, 2000,  and  December 6, 2000,  the Company sold 183,333
shares of its common  stock at a price of $0.20 per share in a private  offering
exempt  under Rule 506 of  Regulation  D  promulgated  under  Section  4(2),  as
amended.  The initial  sale of this  offering  took place on August 11, 2000 (as
reported in the previously filed Form 10-QSB for the period ended 9-30-00),  and
the offering period ended on December 6, 2000. The sales were to individuals and
entities,  each of whom was a sophisticated investor and an existing shareholder
of the Company.

     On December 31, 2000, the Company issued 70,000 shares of its common stock,
at a price of $0.1471 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 December 31, 2000, the Company issued a warrant, to a former employee of
the  Company,  for the  purchase of 100,000  shares of its common  stock,  at an
exercise price of $0.10 per share, as consideration  for forgiveness of debt for
past  services  rendered.  The  warrant  has a term of 5 years.  The warrant was
issued under the  exemption  from  registration  provided by Section 4(2) of the
Securities  Act of 1933,  as  amended.  The  warrant  holder had a  longstanding
relationship  with the  Company,  was the  Company's  former  Controller,  was a
sophisticated  investor,  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.

<PAGE>

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**          Asset Purchase Agreement with Arrosto Coffee Company, LLC
6.3**          Consulting Agreement--Ward
6.4**          Consulting Agreement--Lyman
6.5***         Amendment No. 1--Arrosto Asset Purchase Agreement
6.6***         Amendment No. 2--Arrosto Asset Purchase Agreement

*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  Amended Quarterly Report for the
Period  Ending  September 30, 2000,  filed on Form 10-QSB/A with the  Commission
under the Exchange Act on February 1, 2001.

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

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

<PAGE>

                                   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:   February 13, 2001