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 JUNE 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: 8,849,304 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                                         12

Part II - Other Information

          Item 1    Legal Proceedings                                         15

          Item 2    Changes in Securities                                     15

          Item 3    Defaults Upon Senior Securities                           15

          Item 4    Submission of Matters to a Vote of Security Holders       15

          Item 5    Other Information                                         15

          Item 6    Exhibits and Reports on Form 8-K                          15

Signatures                                                                    16

                                      -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                               2000             1999
                                                       ------------     ------------
ASSETS

Current Assets
<S>                                                    <C>              <C>
  Other receivables                                    $     16,301     $     30,056
  Inventories                                                36,623           54,285
  Prepaid expenses                                          192,470            6,339
                                                       ------------     ------------
        Total Current Assets                                245,394           90,680

Property and equipment (net)                                588,002          517,873
Deposits and other assets                                   129,518          331,541
                                                       ------------     ------------

        Total Assets                                   $    962,914     $    940,094
                                                       ============     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Cash overdraft                                       $     20,763     $    121,296
  Accounts payable                                          641,681          789,814
  Accrued expenses                                          222,637          384,818
  Capital lease obligations                                     648            4,122
  Short-term borrowings                                      92,564          116,880
  Bridge note financing                                      40,000          367,500
                                                       ------------     ------------

        Total Current Liabilities                         1,018,293        1,784,430
                                                       ------------     ------------
Stockholders' Deficit
  Common stock authorized - 50,000,000 shares,
  issued and outstanding, 8,849,304 and 6,215,477
  $.001 par value                                             8,849            6,215

  Paid-in capital                                         3,809,152        3,008,205
  Accumulated deficit                                    (3,873,380)      (3,858,756)
                                                       ------------     ------------

        Total Stockholders' Deficit                         (55,379)        (844,336)
                                                       ------------     ------------

        Total Liabilities and Stockholders' Deficit    $    962,914     $    940,094
                                                       ============     ============
</TABLE>

See accompanying notes to financial statements

                                      -3-
<PAGE>

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

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

Sales                                             $    501,383     $    571,217

Cost of Sales                                          209,296          237,227
                                                  ------------     ------------

        Gross Profit                                   292,087          333,990

Operating expenses
  Employee compensation and benefits                   245,429          303,251
  General and administrative expenses                   60,871           79,253
  Occupancy                                             70,809           85,545
  Director and professional fees                       113,922           60,314
  Depreciation and amortization                         27,690           24,751
  Settlement costs and other fees                          888               --
                                                  ------------     ------------
                                                       519,609          553,114
                                                  ------------     ------------

  Operating Loss                                      (227,522)        (219,124)

Interest expense                                        (2,788)         (19,131)
                                                  ------------     ------------

  Net loss before extraordinary item                  (230,310)        (238,255)
  Extraordinary item - forgiveness of debt               9,266               --
                                                  ------------     ------------

        Net Loss                                      (221,044)        (238,255)

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

Accumulated Deficit, end of period                $ (3,873,380)    $ (3,858,756)
                                                  ============     ============

Earnings per common share:
  Net loss before extraordinary item              $      (0.03)    $      (0.04)
  Extraordinary item                                       .00               --
                                                  ------------     ------------
  Net loss                                        $      (0.03)    $      (0.04)
                                                  ============     ============

See accompanying notes to financial statements

                                      -4-
<PAGE>

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

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

Net Loss                                              $ (221,044)    $ (238,255)
Adjustments to reconcile net loss to net cash
used by operating activities:
  Depreciation and amortization                           27,690         24,751
  Gain on extraordinary item - forgiveness of debt        (9,266)            --
  Loss on disposal of property and equipment                  --             --
Changes in operating assets and liabilities:
  Receivables                                              6,565        (11,858)
  Inventories                                              3,825        (13,094)
  Prepaid expenses                                        41,231          2,702
  Accounts payable                                          (567)        64,870
  Accrued expenses                                        (4,906)        44,888
                                                      ----------     ----------
        Net cash used by operating activities           (156,472)      (125,996)

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                      (11,513)      (119,249)
Changes to deposits and other assets                     (20,683)       (42,147)
Acquisition of intangibles                                    --             --
                                                      ----------     ----------
        Net cash used by investing activities            (32,196)      (161,396)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable                    4,999         73,627
Principal reductions of notes payable                         --             --
Net proceeds from sale of stock                          160,000        113,298
Payments on capital lease obligations                       (465)        (1,365)
                                                      ----------     ----------
        Net cash provided by financing activities        164,534        185,560

NET DECREASE IN CASH AND
CASH EQUIVALENTS                                         (24,134)      (101,832)

CASH AND CASH EQUIVALENTS
Beginning of period                                        3,371        (19,464)
                                                      ----------     ----------
End of period                                         $  (20,763)    $ (121,296)
                                                      ==========     ==========

See accompanying notes to financial statements

                                      -5-
<PAGE>

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


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 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 June 30,  2000 may not
necessarily be indicative of the operating results for the entire fiscal year.

                                      -6-
<PAGE>

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.

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.

                                      -7-
<PAGE>

Reclassifications
-----------------
Certain  amounts  from  the  June  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 three  months  ended June 30, 2000 and 1999,
were $6,000 and $10,500,  respectively.  At June 30, 2000 and 1999,  $26,300 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.

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 three
months ended June 30, 2000 of $227,522, and that the Company has a stockholders'
deficit of $55,379,  and current  liabilities exceed current assets by $772,899.
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 $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 an
immediate  reduction  in cost of goods  sold from the  recent  acquisition  of a
coffee roasting  facility as well as 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 assets have been valued at the highest price to
be paid, which assumes the seller meets all conditions under 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 fair value of the assets
acquired is summarized as follows:

                                      -8-
<PAGE>

        Inventory                                              $  11,662
        Roasting and other equipment                             147,910
        Intangibles                                               37,996
        Accounts payable assumed                                 (37,568)
                                                               ---------
                                                               $ 160,000

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

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

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

        Kiosk carts and equipment           $   494,028      $   501,573
        Equipment and furniture                 382,664          205,263
        Signage                                  39,848           37,452
        Site improvements                        74,568           62,993
                                            -----------      -----------
                                                991,108          807,281
        Less: accumulated depreciation         (403,106)        (289,408)
                                            -----------      -----------
                                            $   588,002      $   517,873
                                            ===========      ===========

                                      -9-
<PAGE>

NOTE 7 - ACCOUNTS PAYABLE

Of the  $641,681  and  $789,814 in  accounts  payable at June 30, 2000 and 1999,
approximately  70% and  72%  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
June 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 June 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 June 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 three months ended June 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                                     225,000

        Issuance of common stock in exchange for
           property and equipment, inventory, other
           assets, and accounts payable                          160,000

                                      -10-
<PAGE>

NOTE 10 - FORGIVENESS OF DEBT

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

In 1995 and 1996 the Company issued bearing convertible secured promissory notes
("Bridge  Notes").  During the three  months  ended June 30, 2000, a Bridge Note
holder elected to convert their 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 their 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.

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

                                      -11-
<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 three  months  ended June 30, 2000 over the same period in
fiscal  1999.  The  Company  also shows a  significant  ongoing  increase in the
Accumulated Deficit for the three months ended June 30, 2000,  indicating a poor
overall operating performance.

          REVENUES

     Net revenues for the three  months ended June 30, 2000  decreased  12.2% to
$501,383  from  $571,217  for the  same  period  in  fiscal  1999.  This was due
primarily to a decrease in the number of operating  kiosks from 28 to 23. Retail
kiosk and cart sales accounted for 100% of revenues for both periods.

          COSTS AND EXPENSES

     Cost of sales for the three months ended June 30, 2000  decreased  11.8% to
$209,296  from  $237,227 for the same period in fiscal 1999.  As a percentage of
net  revenues,  cost of sales was 41.7% for the three months ended June 30, 2000
and 41.5% for the comparable period in fiscal 1999.

     Employee compensation and benefits for the three months ended June 30, 2000
decreased to $245,429  from  $303,251  for the same period in fiscal 1999.  As a
percentage  of net revenues,  employee  compensation  and benefits  decreased to
49.0% for the three  months  ended June 30,  2000 from 53.1% 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 three  months ended June 30,
2000  decreased to $60,871 from $79,253 for the same period in fiscal 1999. As a
percentage of net revenues,  general and  administrative  expenses  decreased to
12.1% for the three  months  ended June 30,  2000 from 13.9% for the  comparable
period in fiscal  1999.  The  decrease as a percent of net revenues is primarily
due to a reduction in employee travel.

     Occupancy  costs for the three  months  ended June 30,  2000  decreased  to
$70,809 from $85,545 for the same period in fiscal 1999.  As a percentage of net
revenues, occupancy costs decreased to 14.1% for the three months ended June 30,
2000 from 15.0% for the  comparable  period in fiscal  1999.  The  decrease as a
percentage  of net revenues was  primarily  due to lower  revenue  sharing rates
resulting  from both  renegotiated  contracts and new client  contracts at lower
revenue sharing rates.

     Director  and  professional  fees for the three  months ended June 30, 2000
increased  to $113,922  from  $60,314 for the same period in fiscal  1999.  As a
percentage of net revenues,  director and  professional  fees increased to 22.7%
for the three months ended June 30, 2000 from 10.6% 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

                                      -12-
<PAGE>

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.

     Depreciation and  amortization  expense for the three months ended June 30,
2000  increased to $27,690 from $24,751 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 three  months  ended June 30, 2000  decreased  to
$2,788 from $19,131 for the same period in fiscal 1999.  As a percentage  of net
revenues, interest expense decreased to 0.6% for the three months ended June 30,
2000  from 3.3% 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 three  months  ended June 30, 2000  increased  to
$227,522  from  $219,124 for the same period in fiscal 1999.  As a percentage of
net  revenues,  operating  losses  increased to 45.4% for the three months ended
June 30, 2000 from 38.4% 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 three  months  ended June 30, 2000  decreased  to $221,044
from  $238,255  for the same  period  in fiscal  1999.  As a  percentage  of net
revenues, net losses increased to 44.1% for the three months ended June 30, 2000
from 41.7% 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 June 30,  2000,  the  Company  ended the period  with a working  capital
deficit of $772,899.  Cash and cash  equivalents  decreased  $24,134  during the
three months ended June 30, 2000. Cash utilized by operating  activities totaled
$156,472  during the three  months  ended  June 30,  2000,  primarily  due to an
operating loss of $227,522 primarily offset by a decrease in prepaid expenses of
$41,231 and depreciation expense incurred of $27,690.

     Cash utilized for investing  activities for the three months ended June 30,
2000 included capital additions to property and equipment of $11,513,  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 three
months ended June 30, 2000 totaling  $164,534.  Cash from  financing  activities
primarily consists of $160,000 from net proceeds from the sale of Company stock.
These amounts were utilized in the day-to-day operations of the Company.

                                      -13-
<PAGE>

     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
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.

                                      -14-
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

          None

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.

                                      -15-
<PAGE>

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

     The Company filed one report on Form 8-K during the reporting period, dated
June 19, 2000. The Form 8-K was filed to report an acquisition by the Company of
certain assets from Arrosto Coffee Company,  LLC, a California limited liability
company.

                                   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: August 14, 2000

                                      -16-