UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 2002
                                    ------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

     For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _

     Commission file number 0-26531
                            -------

PATAGONIA GOLD CORPORATION
--------------------------
(Exact name of small business issuer as specified in its charter)

Florida                                                    65-0401897
-------                                                    ----------
(State or other jurisdiction of incorporation or           (IRS Employer
     organization)                                         Identification No.)


P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada V7X 1A2
-------------------------------------------------------------------
(Address of principal executive offices)

(604) 687-4701
--------------
(Issuer's Telephone Number)


(Former  name,  former  address  and  former  fiscal year, if changed since last
report)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13 or 15 (d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days.

YES [X] NO [ ]

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING  FIVE  YEARS

Check,  whether  the  registrant  filed all documents and reports required to be
filed  by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  court.

YES [ ]  NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date: 13,000,000 shares of Common Stock
were  outstanding  as  of  September  30,  2002.

Transitional  Small  Business  Disclosure  Format  (check  one);

YES  [ ]  NO  [X]


                                        1
<PAGE>
                           PATAGONIA GOLD CORPORATION

     This  quarterly  report contains statements that plan for or anticipate the
future  and  are  not  historical  facts.  In  this Report these forward looking
statements  are  generally  identified  by  words  such as "anticipate", "plan",
"believe",  "expect",  "estimate",  and  the  like.  Because  forward  looking
statements  involve future risks and uncertainties, these are factors that could
cause  actual  results  to  differ  materially from the estimated results. These
risks and uncertainties are detailed in Part 1 - Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".

The  Private  Securities  Litigation  Reform Act of 1995, which provides a "safe
harbor" for such statements, may not apply to this Report.


                                      INDEX

                                                                        Page No.

PART I.   Financial Information

Item 1.   Financial Statements
          Consolidated Balance Sheets --                                      3
          September 30, 2002 and December 31, 2001

          Consolidated Statements of Operations --                            4
          Nine-Months Ended September 30, 2002

          Consolidated Statements of Cash Flows --                            5
          Nine-Months Ended September 30, 2002

          Notes to Consolidated Financial Statements                          6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       9

PART II.  Other Information

Item 1.   Legal Proceedings                                                  11

Item 2.   Changes in Securities                                              12

Item 3.   Defaults Upon Senior Securities                                    12

Item 4.   Submission of Matters to A Vote of Security Holders                12

Item 5.   Other Information                                                  12

Item 6.   Exhibits and Reports on Form 8-K                                   12

Signatures                                                                   13


                                        2
<PAGE>
<TABLE>
<CAPTION>
PATAGONIA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)

Consolidated Balance Sheets  (Unaudited)

September 30, 2002                                             September 30    December 31
(Expressed in U.S. Dollars)                                            2002           2001
-------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
ASSETS

Current
  Cash                                                        $       6,969   $         11
  Receivables                                                             -            118
  Investments                                                       689,680        801,884
-------------------------------------------------------------------------------------------
Total current assets                                                696,649        802,013

Notes receivable                                                          -         39,821
Mineral property costs                                                    -              -
Total assets                                                  $     696,649   $    841,834
-------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Current
  Accounts payable and accrued liabilities                    $     100,893   $     98,753
  Note payable, non-interest bearing                                 22,071         21,977
-------------------------------------------------------------------------------------------
Total liabilities                                                   122,964        120,730
-------------------------------------------------------------------------------------------

Stockholders' Equity

  Share capital,
      Authorized
        50,000,000 common shares, par value $0.001 each
      Issued
        13,000,000 common shares                                     13,000         13,000
Additional paid-in capital                                        1,827,000      1,827,000
Accumulated deficit                                                (979,428)      (935,106)
Accumulated other comprehensive (loss),
  unrealized (loss) on securities available for sale               (286,887)      (183,790)
-------------------------------------------------------------------------------------------
Stockholders' equity                                                573,685        721,104
-------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                    $     696,649   $    841,834
-------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
PATAGONIA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)                   June 30
Consolidated Statement of Operations                   1997    Three months    Three months     Nine months     Nine months
(Expressed in U.S. Dollars)                              to           ended           ended           ended           ended
(Unaudited)                                    September 30    September 30    September 30    September 30    September 30
                                                       2002   --------------------------------------------------------------
                                               (cumulative)            2002            2001            2002            2001
----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>             <C>             <C>

General and administrative expenses
Administrative and general                    $     128,267   $       3,997   $      10,188   $      14,379   $      33,604
Professional fees - accounting and legal             96,682               -             500           7,589           8,824
Salaries and consulting fees                        189,116           3,404           9,098          26,308          24,143
----------------------------------------------------------------------------------------------------------------------------
                                                    414,065           7,401          19,786          48,276          66,571
Exploration expenses                                152,419               -               -               -               -
Writeoff of mineral property costs                  309,250               -               -               -               -
----------------------------------------------------------------------------------------------------------------------------
                                                    875,734           7,401          19,786          48,276          66,571
----------------------------------------------------------------------------------------------------------------------------

Less : Income (loss)
Interest income                                      34,593               -              17               -             893
Dividend income                                       2,835               -               -               -               -
Realized gain (loss) on sale of investments        (111,217)              -           4,500           4,719         141,458
Interest expense                                    (15,771)            (39)            (80)           (118)           (446)
Foreign exchange loss                               (14,134)           (353)         (4,482)           (647)         (4,482)
----------------------------------------------------------------------------------------------------------------------------
                                                   (103,694)           (392)            (45)          3,954         137,423
----------------------------------------------------------------------------------------------------------------------------
Net income (loss) for the period              $    (979,428)  $      (7,793)  $     (19,831)  $     (44,322)  $      70,852

Income (loss) per share, basic and diluted                    $       (0.00)  $       (0.00)  $       (0.00)  $        0.01
============================================================================================================================
Weighted average number of
  common shares outstanding
  - basic and diluted                                            13,000,000      13,000,000      13,000,000      13,000,000
============================================================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
PATAGONIA GOLD CORPORATION & SUBSIDIARIES

(An exploration stage enterprise)                   June 30
                                                      1997        Nine months     Nine months
Consolidated Statement of Cash Flows                   to            Ended           ended
(Expressed in U.S. Dollars)                       September 30    September 30    September 30
(Unaudited)                                           2002            2002            2001
                                                  (cumulative)   -----------------------------
----------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>

Cash flows from (used in)
  operating activities
  Net (loss) for the period                      $    (979,428)  $     (44,322)  $      70,852
  Adjustments to reconcile net loss to net
    cash used in operating activities :
      realized loss (gain) on sale of
investments                                            107,467          (4,719)       (141,458)
      expenses satisfied with common stock               3,000               -               -
      writeoff of mineral properties                   309,250               -               -
-----------------------------------------------------------------------------------------------
                                                      (559,711)        (49,041)        (70,606)

Changes in assets and liabilities:
  decrease (increase) in accounts receivable                 -          39,939         (39,763)
  increase (decrease) in accounts payable              100,893           2,140          57,281
-----------------------------------------------------------------------------------------------
                                                      (458,818)         (6,962)        (53,088)
-----------------------------------------------------------------------------------------------

Cash flows from (used in)
  investing activities
  Purchase of available-for-sale securities         (2,470,742)              -        (289,813)
  Proceeds on sale of available-for-sale
    Securities                                       1,386,708          13,826         342,173
  Mineral property costs                               (12,250)              -               -
-----------------------------------------------------------------------------------------------
                                                    (1,096,284)         13,826          52,360
-----------------------------------------------------------------------------------------------


Cash flows from (used in)
  financing activities
  Proceeds from issuance of common stock             1,540,000               -               -
  Proceeds from notes payable                           22,071              94               -
-----------------------------------------------------------------------------------------------
                                                     1,562,071              94               -
-----------------------------------------------------------------------------------------------


Increase (decrease) in cash for the period               6,969           6,958            (728)
Cash and cash equivalents,
  beginning of period                                        -              11           1,352
-----------------------------------------------------------------------------------------------
Cash and cash equivalents,
  end of period                                  $       6,969   $       6,969   $         624
-----------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        5
<PAGE>
Notes  to  Interim  Consolidated  Financial  Statements  (Unaudited)
--------------------------------------------------------------------

1.   Nature of Business and Going Concern

     The  Company  was  incorporated  under  the laws of the State of Florida on
     March  31,  1993  and  is in the business of exploration and development of
     mineral  properties.  On  October 13, 1997, the Company changed its name to
     Patagonia  Gold  Corporation. The company was inactive until June 30, 1997.

     These  consolidated  financial  statements have been prepared in accordance
     with  generally  accepted  accounting  principles  applicable  to  a  going
     concern,  which contemplates the realization of assets and the satisfaction
     of  liabilities  and  commitments  in  the  normal  course of business. The
     continued  operations  of  the  Company  and  the recoverability of mineral
     property  costs is dependent upon the existence of economically recoverable
     mineral  reserves, confirmation of the Company's interest in the underlying
     mineral claims, the ability of the Company to obtain necessary financing to
     complete the development and upon future profitable production. The Company
     has  incurred  recurring  operating losses and requires additional funds to
     meet  its  obligations  and  maintain its operations. Management's plans in
     this  regard  are  to  raise  equity  financing  as  required.

     These  conditions  raise  substantial  doubt about the Company's ability to
     continue  as a going concern. These financial statements do not include any
     adjustments  that  might  result  from  this  uncertainty.

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been  prepared  in accordance with generally accepted accounting principles
     for interim financial information and with the instructions for Form 10-QSB
     and  Article 10 of Regulation S-X. Accordingly, they do not include all the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  only  of  normal  recurring  adjustments)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  nine-month month period ended September 30, 2002 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ended  December  31,  2002.

     The  balance  sheet  at December 31, 2001 has been derived from the audited
     financial  statements  at  that date. The consolidated financial statements
     and  footnotes  thereto  included  in the Patagonia Gold Corporation Annual
     Report  on  Form  10-KSB  for  the  year  ended December 31, 2001 should be
     reviewed  in  connection  with  these  condensed  consolidated  financial
     statements.

3.   Significant  Accounting  Policies

     (a)  Basis of Consolidation

          These  consolidated  financial statements, prepared in accordance with
          accounting principles generally accepted in the United States, include
          the  accounts  of  the Company and its 100% wholly-owned subsidiaries,
          Patagonia  Gold  Mines  Ltd., a company incorporated in 1994 under the
          laws  of  Bermuda  and  Patagonia  Gold  (BVI)  Limited,  a  company
          incorporated in August 2002 under the International Business Companies
          Act  of the British Virgin Islands. Significant inter-company accounts
          and  transactions  have  been  eliminated.

          During  fiscal  year  2001,  the  Company  wound  up  its wholly owned
          subsidiary  Patagonia  Gold  Mines  Limited.


                                        6
<PAGE>
     (b)  Mineral Properties and Exploration Expenses

          Exploration  costs are charged to operations as incurred as are normal
          development costs until such time that proven reserves are discovered.
          From  that  time forward, the Company will capitalize all costs to the
          extent that future cash flow from reserves equals or exceeds the costs
          deferred.  As at September 30, 2002 and December 31, 2001, the Company
          did  not  have proven reserves. Cost of initial acquisition of mineral
          rights  and  concessions  are  capitalized  until  the  properties are
          abandoned  or  the  right  expires.

          Exploration  activities conducted jointly with others are reflected at
          the  Company's  proportionate  interest  in  such  activities.

          Costs  related  to site restoration programs are accrued over the life
          of  the  project.

     (c)  Investments

          Available-for-sale  securities  are  carried at fair market value with
          unrealised  holding gains and losses included in stockholders' equity.
          Realized gains and losses are determined on an average cost basis when
          securities  are  sold.

     (d)  Foreign  Currency  Transactions

          Foreign currency accounts are translated into U.S. dollars as follows:

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at  that  date. At the period end, monetary assets and liabilities are
          translated  into  U.S. dollars by using the exchange rate in effect at
          that  date.  The  resulting  foreign  exchange  gains  and  losses are
          included  in  operations.

     (e)  Advertising Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  costs  charged  to  expenses  for  the  nine-months ended
          September  30,  2002  and  2001.

     (f)  Long-Lived Assets Impairment

          Certain  long-term  assets of the Company are reviewed when changes in
          circumstances  require  as  to whether their carrying value has become
          impaired,  pursuant  to guidance established in Statement of Financial
          Accounting  Standards ("SFAS") No. 121, "Accounting for the Impairment
          of  Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of".
          Management  considers  assets  to  be  impaired  if the carrying value
          exceeds  the  future  projected  cash  flows  from  related operations
          (undiscounted  and  without interest charges). If impairment is deemed
          to  exist,  the  assets  will  be  written  down  to  fair  value.

     (g)  Accounting Estimates

          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 and disclosure of contingent assets and liabilities at the
          date  of the financial statements and the reported amounts of revenues
          and  expenses during the reporting period. Actual results could differ
          from  those  estimates  and  assumptions.

     (h)  Fair Value of Financial Instruments


                                        7
<PAGE>
          The  respective  carrying  value of certain on-balance-sheet financial
          instruments  approximated  their  fair  values.  These  financial
          instruments  include  cash,  receivables,  investments  and  accounts
          payable  and  accrued  liabilities.  Fair  values  were  assumed  to
          approximate  carrying  values  for these financial instruments, except
          where  noted,  since  they are short term in nature and their carrying
          amounts  approximate  fair values or they are receivable or payable on
          demand.  Management  is of the opinion that the Company is not exposed
          to  significant  interest, credit or currency risks arising from these
          financial  instruments.

     (i)  Accounting for Derivative Instruments and Hedging Activities

          The  Company  has  adopted  the  Statement  of  Financial  Accounting
          Standards  SFAS  No.  133,  "Accounting for Derivative Instruments and
          Hedging  Activities"  which  requires  companies  to  recognize  all
          derivatives  contracts  as either assets or liabilities in the balance
          sheet  and  to  measure  them at fair value. If certain conditions are
          met,  a  derivative  may  be  specifically  designated as a hedge, the
          objective  of which is to match the timing of gain or loss recognition
          on  the  hedging derivative with the recognition of (i) the changes in
          the  fair value of the hedged asset or liability that are attributable
          to  the  hedged  risk  or  (ii)  the  earnings  effect  of  the hedged
          forecasted  transaction.  For a derivative not designated as a hedging
          instrument,  the gain or loss is recognized in income in the period of
          change.  SFAS  No.  133 is effective for all fiscal quarters of fiscal
          years  beginning  after June 15, 2000. The adoption of SFAS 133 has no
          impact  on  the  Company's  financial  statements.

     (j)  Income Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          (SFAS")  No.  109,  "Accounting  for Income Taxes", which requires the
          Company  to  recognize  deferred  tax  liabilities  and assets for the
          expected  future  tax consequences of events that have been recognized
          in  the  Company's  financial  statements  or  tax  returns  using the
          liability  method.  Under  this  method,  deferred tax liabilities and
          assets  are  determined based on the temporary differences between the
          financial  statement  and  tax  bases  of assets and liabilities using
          enacted  tax rates in effect in the years in which the differences are
          expected  to  reverse.

     (k)  Loss Per Share

          Loss per share is computed using the weighted average number of shares
          outstanding during the year. Effective for the year ended December 31,
          1997,  the  Company  adopted  SFAS  No.  128,  "Earnings  Per  Share".

4.   Investments

     Investments  consist of available-for-sale securities and are summarized as
     follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                           Gross         Gross     Accumulated
                                      unrealized    unrealized      unrealized       Market
                              Cost         gains        losses   gains (losses)       value
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
<S>                     <C>          <C>           <C>           <C>              <C>
December 31, 2000
  Equity securities     $1,190,232   $   171,222   $   668,283   $     (497,061)  $ 693,171
Change during the year    (204,558)      163,871      (149,400)         313,271     108,713
--------------------------------------------------------------------------------------------
December 31, 2001
  Equity securities        985,674       335,093       518,883         (183,790)    801,884
Change during the year      (9,106)      (39,364)       63,734         (103,098)   (112,204)
--------------------------------------------------------------------------------------------
September 30, 2002
  Equity securities     $  976,568   $   295,729   $   582,617   $     (286,888)  $ 689,680
============================================================================================
</TABLE>


                                        8
<PAGE>
5.   Notes Receivable

     Notes  receivable  are  unsecured,  non-interest bearing and due on demand.

6.   Mineral Property Costs

     (a)  Argentina

          Mineral  concessions  in  the  Province of La Rioja, Argentina, are as
          follows:

     -    Piloncho 1, Sierra de Chepes
     -    Piloncho 2, Sierra de Chepes
     -    Piloncho 20, Sierra de Chepes
     -    Piloncho 21, Sierra de Chepes
     -    Carmelita 16, Sierra de Chepes
     -    Carmelita 17, Sierra de Chepes
     -    Carmelita 18, Sierra de Chepes

     During  fiscal  year 2001 the Company wrote off the capitalized acquisition
     cost  of  $3,000  to  operations.

     (b)  Guatamala

          Pursuant  to  an agreement dated October 1, 1999, the Company has paid
          $9,250  of  acquisition  cost,  spent  $18,617  towards  the  required
          exploration program and earned a 50% interest in the San Diego Mineral
          Exploration  Reconnaissance  License.  During  fiscal  year  2001  the
          Company  wrote  off  the  capitalized  acquisition  cost  of $9,250 to
          operations.

7.   Notes Payable

     Notes  payable  are  unsecured,  non-interest  bearing  and  due on demand.

8.   Reclassifications

     Certain  reclassifications of prior-year balances have been made to conform
     to  current  year  classifications.
--------------------------------------------------------------------------------


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

(A)  General

     Patagonia  Gold Corporation (the "Company" or "Patagonia") was incorporated
     under  the  laws  of the State of Florida on March 31, 1993, under the name
     "Cayman  Purchasing  &  Supply,  Inc."  The  Company  was inactive until it
     redirected  its  business  efforts  in  mid  1997  following  a  change  of
     management,  which  occurred  on  June  25,  1997,  to  the  acquisition,
     exploration  and,  if  warranted,  the  development  of  mineral  resource
     properties.  The  Company changed its name to Patagonia Gold Corporation on
     October  13,  1997  to  more  fully  reflect  its  business  activities.

     This  document contains numerous forward-looking statements relating to the
     Company's  business. The United States Private Securities Litigation Reform
     Act  of  1995  provides  a  "safe  harbor"  for  certain  forward-looking
     statements. Operating, exploration and financial data, and other statements
     in  this document are based on information the company believes reasonable,
     but  involve significant uncertainties as to future gold and silver prices,
     costs,  ore  grades,  estimation  of  gold  and silver reserves, mining and
     processing  conditions, changes that could result from the Company's future
     acquisition  of  new mining properties or businesses, the risks and hazards
     inherent  in  the  mining  business  (including  environmental  hazards,


                                        9
<PAGE>
     industrial  accidents,  weather  or  geologically  related  conditions),
     regulatory  and permitting matters, and risks inherent in the ownership and
     operation  of, or investment in, mining properties or businesses in foreign
     countries.  Actual results and timetables could vary significantly from the
     estimates  presented.  Readers  are  cautioned not to put undue reliance on
     forward-looking  statements. The Company disclaims any intent or obligation
     to update publicly these forward-looking statements, whether as a result of
     new  information,  future  events  or  otherwise.

     None of the Company's properties contain any known Mineral Reserves.

     The Company's common stock is traded on the NASD's OTC Bulletin Board.

(B)  Significant  developments  during the nine-month period ended September 30,
     2002

     During the nine month period ended September 30, 2002 the Company continued
     to  examine  data  relating  to  the  potential  acquisition of exploration
     properties  in  Argentina,  Guatemala  and  Mexico.

     Patagonia  Gold  (BVI) Limited (the "Surviving Company") has entered into a
     Plan  of Merger and Articles of Merger with Patagonia Gold Corporation (the
     "Merging Company") whereby all the assets and liabilities of Patagonia Gold
     Corporation  would  vest by virtue of such merger into Patagonia Gold (BVI)
     Limited.  Patagonia  Gold  (BVI)  Limited,  a  wholly  owned  subsidiary of
     Patagonia  Gold  Corporation,  is  an  International  Business  Company
     incorporated  under the International Business Companies Act of the British
     Virgin  Islands.  The  merger  has  been  approved  by  the  Directors  and
     shareholders  of  Patagonia Gold Corporation and the sole Director and sole
     shareholder  of Patagonia Gold (BVI) Limited. The shareholders of Patagonia
     Gold Corporation will receive one common share of the surviving company for
     each  common  share of Patagonia Gold Corporation they own. The merger will
     be  effective  on  November  29,  2002.  After the merger is effected it is
     expected  that  the common shares of Patagonia Gold Corporation would cease
     to  be  traded on the NASD OTC Bulletin Board and in there place the common
     shares of Patagonia Gold (BVI) Limited would trade on the NASD OTC Bulletin
     Board.

(C)  Exploration  and  development

     The  Company  conducts  exploration  activities  from  its  headquarters in
     Vancouver,  Canada.  The  Company's  strategy  is  to  concentrate  its
     investigations  into:  (i)  Existing  operations  where  an  infrastructure
     already  exists;  (ii)  Properties  presently  being  developed  and/or  in
     advanced  stages  of  exploration  which  have  potential  for  additional
     discoveries;  and  (iii)  Grass-roots  exploration  opportunities.

     The  Company  is  examining  data  relating to the potential acquisition of
     other  exploration  properties  in  Argentina,  Guatemala  and  Mexico.

     The  Company's  property  is in the exploration stage only and is without a
     known  body  of  Mineral  Reserves. Development of the property will follow
     only  if satisfactory exploration results are obtained. Mineral exploration
     and  development involves a high degree of risk and few properties that are
     explored  are  ultimately  developed  into  producing  mines.  There  is no
     assurance that the Company's mineral exploration and development activities
     will  result  in  any  discoveries  of  commercially  viable  bodies  of
     mineralization.  The  long-term  profitability  of the Company's operations
     will  be,  in  part,  directly  related  to  the  cost  and  success of its
     exploration  programs,  which  may  be  affected  by  a  number of factors.

(D)  Financial  Information

     Nine-month  period  ended September 30, 2002 versus nine-month period ended
     September  30,  2001

     Financing:

     The Company did not issue any shares during the nine months ended September
     30,  2002.  The  Company  did not issue any common shares during the fiscal
     year  ended  December  31,  2001.


                                       10
<PAGE>
     Net  Loss:

     For  the  nine-months  ended  September 30, 2002 the Company recorded a net
     loss  of  $44,322  or $0.00 per share, compared to net income of $70,852 or
     $0.01  per  share  in  2001.

     Revenues:

     The  Company  had  no  operating  revenues  for the nine-month period ended
     September  30,  2002  (2001  -  $0).

     Costs  and  Expenses:

     General  and  administrative expenses - For the nine-months ended September
     30,  2002  the  Company  recorded  general  and  administrative expenses of
     $14,379  compared  to  $33,604  in  2001.

     Professional  fees  -  accounting  and  legal  -  For the nine-months ended
     September  30,  2002  the Company recorded legal fees of $2,000 compared to
     $(985)  in  2001.  For the nine-months ended September 30, 2002 the Company
     recorded  accounting  fees  of  $5,589  compared  to  $9,809  in  2001.

(E)  Financial  Condition  and  liquidity

     At  September  30,  2002,  the Company had cash of $6,969 (2001 - $624) and
     working  capital  of  $573,685  (2001  -  $941,817)  respectively.  Total
     liabilities  at  September  30,  2002,  were $122,964 (2001 - $111,857), an
     increase  of $11,107. During the nine-month period ended September 30, 2002
     investing  activities consisted of additions to mineral properties $0 (2001
     -  $0), purchases of available-for-sale securities $0 (2001 - $289,813) and
     proceeds  from  the  sale  of available-for-sale securities $13,826 (2001 -
     $342,173).  The Company recorded a gain of $4,719 (2001 - gain of $141,458)
     on  the  sale  of  available-for-sale securities. For the nine-months ended
     September  30,  2002  the  Company recorded a loss of $44,322, or $0.00 per
     share  compared  to  income  of  $70,852  ($0.01  per  share)  in  2001.

     The  Company  has  sufficient working capital to (i) pay its administrative
     and  general  operating  expenses  through  December  31,  2002 and (ii) to
     conduct  its  preliminary  exploration  programs.  Without  cash  flow from
     operations,  it  may  need  to  obtain additional funds (presumably through
     equity  offerings  and/or  debt  borrowing)  in  order,  if  warranted,  to
     implement  additional  exploration  programs  on its properties. Failure to
     obtain such additional financing may result in a reduction of the Company's
     interest  in  certain  properties or an actual foreclosure of its interest.
     The  Company has no agreements or understandings with any person as to such
     additional  financing.

     None  of  the  Company's properties has commenced commercial production and
     the  Company  has  no history of earnings or cash flow from its operations.
     While  the  Company  may  attempt  to  generate  additional working capital
     through  the  operation,  development,  sale  or  possible  joint  venture
     development of its properties, there is no assurance that any such activity
     will  generate  funds  that  will  be  available  for  operations.

     The  Company  has  not  declared  or  paid  dividends  on  its shares since
     incorporation  and  does not anticipate doing so in the foreseeable future.


                           PART 11.  OTHER INFORMATION

ITEM  1.       Legal  Proceedings

               The  Company is not party to any litigation, and has no knowledge
               of  any  pending  or  threatened  litigation  against  it.


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<PAGE>
ITEM  2.       Changes  in  Securities

               Not  Applicable

ITEM  3.       Defaults  Upon  Senior  Securities

               Not  Applicable

ITEM  4.       Submission  of  Matters  to  a  Vote  of  Security  Holders

               Not  Applicable

ITEM  5.       OTHER  INFORMATION

               None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:

3.1     Article  of Incorporation of Cayman Purchasing & Supply, Inc.          *

3.2     Company  By-laws  for  Cayman  Purchasing  &  Supply,  Inc.            *

3.3     Notice  of reinstatement for Cayman Purchasing & Supply, Inc.          *

3.4     Amendment  to  the  Articles  of  Incorporation  of
        Cayman Purchasing & Supply,  Inc.                                      *

3.5     Notice of filing of Amendment to the Articles of
        Incorporation of Cayman Purchasing  &  Supply,  Inc.                   *

3.6     Notice of filing of Amendment to the Articles of
        Incorporation of Cayman  Purchasing  &  Supply, Inc.
        changing its name to Patagonia Gold Corporation                        *

10.1    Agreement  dated  July  30,  1997  between  The
        Company and Carrington International  Limited                          *

10.2    Joint Venture Agreement between the Company
        and Aurora Gold Corporation                                            *

--------
*  Previously  Filed

(b)  Reports  on  Form  8-K

     October  28,  2002  *

--------
*  Previously  Filed


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<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunder  duly  authorized.

The  Registrant  certifies  that  the  periodic  report containing the financial
statements fully complies with the requirements of section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934  (15  U.S.C.  78m(a)  or  78o(d))  and  that
information  contained  in  the periodic report fairly presents, in all material
respects,  the  financial  condition  and  results  of operations of the issuer.


Date: November 5, 2002                BY:  /s/ Terry Longair
      --------------------                 ------------------------------------
                                           Terry Longair
                                           Director and President

Date: November 5, 2002                BY:  /s/ A. Cameron Richardson
      --------------------                 ------------------------------------
                                           A. Cameron Richardson
                                           Secretary and Chief Financial Officer


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