SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

[ X ] Annual Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934.

[   ] Transition  Report  Pursuant  to  Section  13  or  15(d) of the Securities
      Exchange act of 1934 for the transition  period from        to           .
                                                          --------  -----------

                   For the fiscal year ended March 31, 1997

                        Commission File Number:  0-6334

                           AURIC METALS CORPORATION
            (Exact name of Registrant as specified in its Charter)

                   NEVADA                                87-0281240
      (State or other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)                  Identification No.)

             1475 Terminal Way, Suite E
                 Reno, Nevada                               89502
      (Address of Principal Executive Offices)            (Zip Code)

      Registrant's Telephone Number including Area Code:  (318) 343-4448


                                (Not applicable)
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

Securities Registered Pursuant to Section 12(b) of the Act:
                              Name of Each Exchange
      Title of Each Class                        on which Registered
            None                                      None

Securities Registered Pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934,  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 [   ]

      The  aggregate  market  value of the  Registrant's  voting  stock  held by
non-affiliates computed with reference to the bid prices in the over-the-counter
market on June 25, 1997, was approximately $470,000.

      As of June 25, 1997, the Registrant had  outstanding  1,000,000  shares of
its common stock, par value $.01, including a total of 15,511 shares held in the
Registrant's treasury.

                      DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the following  documents if  incorporated  by reference and
the Part of the Form 10-K (e.g.,  Part I, Part II, etc.) into which the document
is  incorporated:  (1) any annual report to security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. None.


<PAGE>






                               TABLE OF CONTENTS

                                                                          Page
Item Number and Caption                                                 Number

PART I

1.  Business                                                                 3

2.  Properties                                                               8

3.  Legal Proceedings                                                        8

4.  Submission of Matters to a Vote of Security
     Holders                                                                 8

PART II

5.  Market for Registrant's Common Equity and
     Related Stockholder Matters                                             9

6.  Selected Financial Data                                                 10

7.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                    11

8.  Financial Statements and Supplementary Data                             11

9.  Changes in and Disagreements on Accounting and
     Financial Disclosure                                                   11

PART III

10. Directors and Executive Officers of the Registrant                      12

11. Executive Compensation                                                  13

12. Security Ownership of Certain Beneficial Owners
     and Management                                                         14

13. Certain Relationships and Related Transactions                          15

PART IV

14. Exhibits, Financial Statement Schedules and
     Reports on Form 8-K                                                    16

15.  Signatures                                                             17

                                      2

<PAGE>



                                    PART I

                               ITEM 1.  BUSINESS

GENERAL/HISTORY

      Auric Metals  Corporation  (the "Company") is a Nevada  Corporation  which
holds interests in several natural resource properties,  and a minority interest
in a hotel operation in New Mexico. Over the past several years, the Company has
principally  been engaged in the  acquisition,  exploration  and  development of
interests   in  various   natural   resource   properties,   primarily   through
participation  with other parties in natural  resource  joint  ventures or other
arrangements.  The Company's  involvement in natural resource  projects over the
past few years has decreased, and the Company does not currently have any active
natural resource projects.

      The Company was originally  organized under the laws of the state of Utah.
In 1985, the Company became a Nevada  corporation by merging with a wholly-owned
Nevada  corporation  created  solely for the purpose of changing  the  Company's
state of domicile. The Company has one wholly-owned  subsidiary,  Auric Minerals
Corporation.

      The Company was  organized  in 1969 for the purpose of engaging in mineral
exploration  (principally  silver,  copper,  gold,  lead  and  zinc) on a mining
property located in Beaver County, Utah. In February 1970, the Company completed
a public offering under  Regulation A of the Securities Act of 1933, as amended,
from which it raised  approximately  $350,327 in net  proceeds  for its proposed
exploration.  In 1979, the Company's exploration activities on its Beaver County
mining claims were terminated,  following the  determination by the Company that
further exploration would be unproductive.

      Since the termination of exploration activities in Beaver County, Utah, in
1979,  the  Company  has  participated  in a number of  natural  resource  joint
ventures,  and has performed  limited  exploration  and assessment work on other
natural resource properties,  with a view towards evaluating such properties for
future exploration and development.

      The Company holds interests in a number of natural resource  properties in
Utah, Nevada,  Oklahoma,  and California.  The Company presently holds a working
interest  in one oil and gas  well  near  Oklahoma  City,  Oklahoma,  which  has
provided the Company with nominal  revenue over the past few years.  The Company
also holds a working interest in various  patented and unpatented  mining claims
in the Tintic Mining  District of Utah. The Company  subleases  forty-five  (45)
mining claims to USX,  formerly  United States Steel  Corporation.  These claims
have,  in turn,  been assigned to other  parties  which have  conducted  limited
exploration on these claims.

      In the fiscal year ended March 31, 1994, Auric Minerals  Corporation,  the
Company's wholly-owned subsidiary, acquired from an unrelated third party, a 50%
interest  in 7 patented  mining  claims and 11  unpatented  claims in the Tintic
mining area west of the Company's Rex claims.  The 7 patented mining claims were
terminated  during the fiscal year ended March 31, 1995, due to title  problems.
The Company has  maintained its interest in the 11 unpatented  claims.  Over the
past  several  years,  the Company  has  additionally  held a 19%  interest in a
limited partnership which holds certain sulfur and gold property in Inyo County,
California.  Mining operations on this property were abandoned during the fiscal
year due  primarily to a loss in demand for sulfur  products.  (See  "BUSINESS,"
under this caption).

      During the fiscal year ended March 31, 1991, the Company  purchased,  in a
private  transaction,  a total of 89,600  shares of  restricted  common stock of
Dynamic Oil Limited, at an average price of $1.98 per share. Dynamic Oil Limited
is a publicly-held  British Colombia corporation which is engaged in oil and gas
exploration.  The Company has now held such  securities  in excess of two years,
and is, therefore, able to dispose of this investment subject to compliance with
the  requirements  of Rule 144 of the Securities Act of 1933, as amended.  As of
March 31, 1997, the market value of these securities was approximately $92,010.

                                      3

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      In addition to its natural  resource  investments,  described  above,  the
Company  is a  principal  shareholder  in  Corporacion  de  La  Fonda,  Inc.,  a
corporation  which  owns  the La  Fonda  Hotel in Santa  Fe,  New  Mexico.  This
investment has generated  dividend  revenues to the Company for the past several
years.  Dividend  revenue from this investment of $12,600 during the past fiscal
year,  represents a slight increase in dividend revenue from $12,000 in dividend
revenue for the 1996 fiscal year,  and a decrease from  dividend  revenue in the
1995 and 1994 fiscal years of of $15,000, and $27,000, respectively.

BUSINESS

      During the fiscal year,  the Company  limited its  activities  to required
maintenance of its unpatented  mining claims in the Tintic Mining  District near
Eureka, Utah. The Company conducted no exploration  activities during the fiscal
year,  and has  realized no income from its mineral  exploration  activities  to
date.  The  Company  has  realized  most of its  income  from its  interests  in
properties  developed and explored by other firms,  and from lease  payments and
dividend  payments on the Company's equity holdings.  The following is a general
description of the Company's holdings and business  activities during the fiscal
year.

      Hillcrest Claims

      Since 1981, the Company has subleased  forty-five (45)  unpatented  mining
claims  covering  approximately  600 acres north west of Elko,  Nevada,  to USX,
formerly United States Steel  Corporation.  The Company acquired this lease from
Hillcrest  Mining Company  ("Hillcrest") in 1981. The Company obtained the lease
for an initial term of three years,  ending August 31, 1984, in consideration of
the  agreement to do all the  assessment  work on the lease during its term at a
cost of $100 per claim per year, and to actively market the property during such
term.  The lease  grants to the  Company  the option to extend the lease year by
year for an additional twenty years by making advance royalty payments of $6,000
to Hillcrest.  The lease further provides that the Company will pay to Hillcrest
a  royalty  equal to 50% of the  Company's  earnings  from the  property,  after
deducting  all direct costs  incurred by the Company in the  development  of the
property, exclusive of the Company's overhead.

      USX  acquired the claims from the Company for a primary term of two years,
expiring  December 31, 1983, for which the Company  received  $9,000,  $4,500 of
which was paid to  Hillcrest.  USX has the right to renew the options for twenty
additional  one year terms by paying an  advance  royalty of $25,000 in 1984 and
1985 and  $50,000  per year  thereafter  for the term of the lease or as long as
there is  production.  USX has paid the  advance  royalty  for each  year to and
including fiscal year ended March 31, 1992, and has paid for all assessment work
required  during  the  term  of  the  sublease.  Pursuant  to  the  terms  of  a
modification  of the lease  between Auric and  Hillcrest,  resulting in an equal
interest between Auric and Hillcrest, the Company and Hillcrest each now receive
a 1% royalty interest for gold,  calculated on the basis of net smelter returns,
and a 3% royalty interest on other metals, calculated on the same basis.

      Since January 1987, Cornucopia Resources, Ltd. ("Cornucopia"),  a Canadian
corporation  listed  on the  Vancouver  Stock  Exchange  and the  Toronto  Stock
Exchange, has held all of the leasehold interest of USX in the Hillcrest Claims,
subject to its obligation to comply with the terms of USX's sublease. Cornucopia
subsequently  entered  into  a  joint  venture  with  Galactic  Resources,  Ltd.
("Galactic"),  providing for the mining and exploration of the Hillcrest  claims
and adjacent properties. Under the terms of the joint venture, Galactic earned a
50% interest in the project by providing a  feasibility  study and by funding an
initial phase of mining on the project.

      In  1992,  Newmont  Mining  Company  ("Newmont")  acquired  the  leasehold
interest held by the Company in its Ivanho property near Elko, Nevada,  covering
85,000 acres.  In the past three years, a deep drilling  program with drillsites
on the Ivanho  property,  has been  conducted.  In 1995,  Newmont and Cornucopia
entered into a joint venture arrangement  providing for the joint development of
the Ivanho property. Newmont has recently advised its joint venture partner that
it is withdrawing from the Ivanho property,  and Cornucopia is presently seeking
a new joint venture  partner.  If Cornucopia  is  unsuccessful  in finding a new
partner, the leasehold interest may be reclaimed.  Accordingly, the Company does
not  know when the Company's leased acreage will be developed,  or the extent of

                                      4

<PAGE>



such development.

      In past years,  a  substantial  amount of capital was expended for initial
mining and exploration activities on the Ivanho property, of which the Company's
property is a part. A 1992 report from Galactic and Cornucopia indicates that in
1991 the joint venture  produced  60,000 ounces of gold from the USX pit located
on a portion of the Ivanho  property.  The Company has been further advised that
gold and other  minerals have been  extracted by the joint  venture  parties and
their operator, Touchstone, on claims adjoining the Company's claims. In August,
1994, a high-grade  vein was drilled near the western  margin of the  Clementine
prospects  of  the  Ivanho  property.  In  a  1994  letter,  Cornucopia  to  its
shareholders  that  preliminary  analysis  of  the  drilling   encompassing  the
Clementine,  Velvet and Butte  prospects  has  developed a geologic  resource of
9,106,000 tons grading 0.035 ounces of gold per ton, or 320,000 ounces of gold.

      To the Company's  knowledge,  there was no  significant  activity on these
claims during the fiscal year ended March 31, 1997.  As  indicated,  the Company
cannot predict at this time what further  exploration and  development,  if any,
will be undertaken on these properties.

      Tintic Claims

      The Company  holds a 52% working  interest  in  eighteen  (18)  unpatented
mining claims  located in the Tintic Mining  District,  near Eureka,  Utah.  The
Company  will  retain its  interest  in the claims as long as it makes  required
annual  payments on such  claims,  which the Company has paid through the fiscal
year ended March 31,  1996.  Applicable  government  regulations  increased  the
annual fee for  assessment  and related work to $200 per claim during the fiscal
year ended March 31, 1993. These claims,  acquired in 1984, have been held since
1965 by directors and shareholders of the Company.

      During the 1997 fiscal year,  the Company paid the required  lease payment
to the Bureau of Land  Management  of $100 per  claim,  as  required  in lieu of
exploration  by drilling.  The Company has reduced the number of its claims from
43 to 18, to reduce its annual fees associated with these claims.

      The  Company's  claims are  located  on the south  side of a  caldera,  or
ancient  volcano.  Sunshine Mining Company operates the Bergen Mine on the north
side of the  caldera,  which is  located  approximately  twelve  miles  from the
Company's  claims.  The Company has been advised that  Cornucopia  Resources has
conducted  exploration west of the Company's  claims.  The Company has also been
advised that  Centurion  Mines  Corporation  has staked  adjoining  claims.  The
Company is aware of exploration  activity in the area, there is no such activity
close to the Company's claims.

      In October,  1993, Auric Minerals Corporation,  the Company's wholly-owned
subsidiary,  acquired  by lease from  unrelated  third  parties,  a 50%  working
interest  in 7 patented  mining  claims,  and a 50%  interest  in 11  additional
unpatented mining claims located in the Tintic Mining District  approximately 15
miles west of the Company's Rex claims. The Company's interest in the 7 patented
mining claims terminated in the fiscal year ended March 31, 1995, due to certain
title and related  problems.  The Company has  maintained its interest in the 11
unpatented  mining claims,  by payment of the required  annual fee to the BLM of
$100 per claim.  Any profits on the claims are to be shared equally  between the
Company and the lease holder.

      During  the fiscal  year ended  March 31,  1997,  there was no  signficant
activity on these claims.

      Inyo Claims

      For the past several years, the Company has held an interest in the Crater
Limited  Partnership,  a California  limited  partnership  (the  "Partnership".)
During the fiscal year ended March 31,  1989,  the  Company  paid an  additional
$12,000  to  increase  its  interest  in the  Partnership  from 14% to 19%.  The
Partnership  owns a sulfur and gold  property in Inyo  County,  Nevada,  located
northwest of Death Valley.

                                      5

<PAGE>




      Subsequent to its organization,  the Partnership subleased the property to
an independent third party for extraction of sulfur for agricultural use. During
the 1993 and 1994 fiscal  years,  the Company  earned a nominal  profit from its
interest in the Partnership. However, during 1993, the government has prohibited
the use of sulfur as a  fertilizer  for  grapes.  Additionally,  during the 1994
fiscal  year,  an access road to the property was closed to protect a wilderness
area,  which has resulted in a loss of the market for sulfur products in Nevada.
Moreover,  during the fiscal year ended  March 31,  1995,  the Company  lost its
contractor on the property, resulting in no profit to the Partnership.  Flooding
in  California  in 1995 has also  resulted in a major loss of market  demand for
sulfur  in 1995.  As a result  of these  developments,  continuation  of  sulfur
extraction  on the property was  considered no longer  viable,  and these mining
efforts were abandoned in the fiscal year ended March 31, 1996.

      Investment in Dynamic Oil Limited

      During the fiscal year ended March 31, 1991, the Company purchased, in two
private  transactions,  a total of 89,600 shares of  restricted  common stock of
Dynamic  Oil  Limited,   an  unaffiliated   publicly  traded  British   Columbia
corporation  ("Dynamic"),  at a total purchase price of $175,880,  or an average
cost of $1.98 per share. The Company's holdings in Dynamic  represented,  at the
time of purchase,  approximately 1% of the outstanding  common stock of Dynamic.
The stock was  purchased  at a price of 15% below the  market  value of  Dynamic
common stock on the  respective  dates of  purchase.  In  connection  with these
transactions,  Auric was granted a warrant with each share of Dynamic purchased,
which warrants have expired.

      Dynamic is a publicly held corporation  incorporated in British  Columbia,
which is engaged in oil and gas exploration. Auric has been advised that Dynamic
is a party to a joint  venture  agreement  with Conoco Oil and British  Columbia
Gas, providing for the development of a source of gas for Vancouver,  Canada. In
1994  and  1995,  Dynamic  reported  that  it  participated  in  drilling  three
successful  horizontal  oil wells in S.E.  Saskatchewan,  a new gas well in N.W.
Alberta,  and doubled its landholdings in the Boundary Bay prospect area of S.W.
British  Columbia.  Dynamic has  additionally  reported that it has conducted an
extensive  geochemistry  program and successfully  obtained  permission from the
British Columbia  government to drill two new Fraser Delta gas exploration wells
in 1995. In 1994,  Dynamic reported that it purchased an additional 20% interest
in its St.  Albert  01-30 gas project near  Edmonton,  Alberta,  increasing  its
interest in the project to 70%. More recently,  Dynamic reported the drilling of
a dry hole on its Frazier  Valley leases,  which caused,  in large part, a sharp
drop in the price of Dynamic's stock over the past few months.

      During the fiscal year ended March 31,  1996,  the Company sold a total of
10,000  shares of  Dynamic,  at a price of $14,608,  or a loss of  approximately
$5,021. The Company continues to own 79,600 shares of Dynamic.  The common stock
of Dynamic is quoted on NASDAQ  under the symbol  "DYOLF." As of June 20,  1997,
the  market  value of the  common  stock of  Dynamic  held by the  Company,  was
approximately $109,000, based on the bid prices of Dynamic's stock.

      Acquisition of Interest in Robbie Claims

      In September,  1995, the Company  entered in a partnership  agreement with
Hi-Tech Exploration,  Ltd. ("Hi- Tech"), Hillcrest Mining Company ("Hillcrest"),
and James  Fouts  ("Fouts"),  the  Company's  President,  pursuant  to which the
Company,  Hillcrest and Fouts each  purchased from Hi-Tech a 25% interest in 107
unpatented  lode mining  claims,  known as the "Robbie  Claims,"  for the sum of
$3,566.67  each.  The Robbie  claims are  located  within  one-half  mile of the
Company's  Ivanho claims near Elko,  Nevada,  on Bureau of Land Management land.
These claims are believed to be deep gold prospects.  The partnership  agreement
requires the parties to maintain the mining  claims,  and make  required  annual
payments to the BLM, for a minimum period of 20 years. The interest held by each
of the parties cannot be assigned  without  approval by the other partners,  and
any such  assignment  shall carry with it the  obligation to share in the annual
maintenance of the claims. Each party is required to notify the other parties on
or before  June 15 of each year,  as to  whether  such party will pay his or its
share of the required annual fee to the BLM for the following  year.  Failure to
notify  the other  parties  will  result in a default  of such  failing  party's
interest in the claims.


                                      6

<PAGE>



      The partners are presently  evaluating the Robbie claims,  and do not have
any present intention to explore or develop the claims. There was no activity on
these claims during the fiscal year ended March 31, 1997.

      La Fonda Investment

      For the past several years, the Company has owned a total of 12,000 shares
of restricted  common stock, or approximately  12% of the presently  outstanding
stock, of Corporation de La Fonda, Inc. ("La Fonda"),  a New Mexico  corporation
which owns and operates the historic La Fonda Hotel in Santa Fe, New Mexico.

      The  operations  of La Fonda  have been  profitable  for the past  several
years. La Fonda reported net earnings,  after taxes, of $1,177,393,  $1,022,451,
$990,261 and $1,180,000 for its fiscal years ended October 31, 1996,  1995, 1994
and 1993,  respectively,  as compared to net earnings,  after taxes, of $841,695
for its fiscal year ended  October 31,  1992.  The majority of the profits of La
Fonda have been  reinvested in  improvements  to the hotel.  Over the past three
years, La Fonda has undertaken  substantial  renovations and improvements to the
hotel,  including a major addition to the hotel,  the  installation of security,
fire  sprinkler and heating and cooling  systems,  at a cost of several  million
dollars.   In  1991,  La  Fonda  expended   approximately   $3,000,000  for  the
construction of a large banquet hall,  which has received a considerable  amount
of recognition  and national  attention.  Similarly,  in 1987 and 1988, La Fonda
expended in excess of $560,000 to complete a renovation  of its hotel rooms.  La
Fonda has reported that these  improvements  have  contributed  to the continued
operating  success  of La  Fonda.  In the past  several  months,  La  Fonda  has
commenced  construction  on an addition  of new suites over the hotel's  parking
garage,  and a roof-top  dining  room,  which  construction  is  expected  to be
completed in the fall of 1998 at a total cost of approximately $5,000,000.

      During the fiscal  years ended March 31, 1997,  1996,  1995,  1994,  1993,
1992,  1991 and 1990, the Company earned  dividend income from its investment in
La Fonda of $12,600,  $12,000,  $15,000,  $27,000,  $30,000, $6,000, $38,400 and
$36,600,  respectively.  Dividends  during the 1997, 1996, and 1995 fiscal years
decreased  earlier years as a result of La Fonda's  reinvestment of profits into
improvements in the hotel, and its decision to reduce  improvements loans before
undertaking a future expansion planned for the hotel.

      James  Fouts,  president,  is a  director  and  holder of 705 shares of La
Fonda.  In addition,  Elizabeth B. Fouts has recently been elected a director of
La Fonda.  In October,  1989, the Company and the other  shareholders  holding a
total of approximately 45% of the outstanding common stock of La Fonda,  entered
into a Voting Trust Agreement with Samuel Ballen, James Fouts and James Russell,
trustees,  under the terms of which all of the voting rights of La Fonda held by
such  shareholders  were assigned to the trustees  until  December 31, 1999. The
purpose of the Voting  Trust is to protect  the assets of La Fonda and to reduce
the likelihood of an unfriendly takeover attempt.

OTHER ACTIVITIES

      In the past several years,  all of the Company's oil and gas  exploration,
development and production has been conducted  through various joint ventures in
which the Company is a participant. During the fiscal year ended March 31, 1997,
the Company did not conduct any exploration  activities,  did not participate in
any  exploration  activities,  and did not incur any  expenditures in connection
with oil and gas exploration activities.

      During the year ended March 31, 1996,  the  Company's  interest in a joint
venture in Oklahoma was written off the Company's books.  During the fiscal year
ended  March  31,  1989,  the  Company  formed  Auric  Minerals  Corporation,  a
wholly-owned  Nevada  subsidiary,  to hold the Company's interest in the Hugoton
Joint Venture, a joint venture organized to acquire oil and gas lease options in
western Oklahoma. In 1989, Petroleum Consultants Energy Corporation  ("Petroleum
Consultants"), a joint venture partner located in Northfield,  Illinois, assumed
control of the joint  venture under an  arrangement  whereby it agreed to assume
all future  expenditures  of the  project in  exchange  for an  interest  in the
project  equal to its pro rata share of the  entire  investment  in the  project
since  inception.  The Company's  interest in the joint venture,  as well as the
interest of other parties, was reduced as Petroleum Consultants expended sums on
behalf  of the  joint  venture.  The  Company  held a net  revenue  interest  of
approximately 10% in the joint venture.  In 1996, the Company completely reduced
the remaining value of its interest in the joint venture to zero, to reflect its
assessment that there is no realistic recoverable value in such interest.


                                      7

<PAGE>



EMPLOYEES

      The Company has no regularly paid employees.  The Company paid The Fremont
Corp., a corporation of which James Fouts is president and a principal,  a total
of $12,000  during the fiscal year for  secretarial  services,  office space and
clerical  services.  In addition,  the Company has reimbursed James F. Fouts for
his  expenses  incurred on behalf of the Company.  In the past,  the Company has
also engaged the  part-time  services of others in connection  with  exploration
work conducted on its mining claims.


                              ITEM 2.  PROPERTIES

NATURAL RESOURCE PROPERTIES

      As  discussed  in "ITEM 1 -  BUSINESS",  the Company  holds  interests  in
various natural resource  properties in Utah,  Nevada,  California and Oklahoma.
For a more detailed discussion of the Company's interest in these properties and
exploration and development activities relating to such properties, reference is
made to "ITEM 1 BUSINESS: Business Activities During Fiscal Year".

SHARES OF LA FONDA

      The  Company is the holder of 12,000  shares or  approximately  12% of the
outstanding  common stock of Corporacion de La Fonda,  Inc., a corporation which
owns the La Fonda Hotel in Santa Fe, New Mexico. (See "ITEM 1 - BUSINESS".)

OKLAHOMA OIL AND GAS INTERESTS

      The Company  currently has a working interest in one producing oil and gas
well located near Oklahoma City, Oklahoma. This oil well has negligible reserves
and,  therefore,  no  estimates  of proved oil and gas  reserves is available or
material.  Production  from the well has  declined to a nominal  amount over the
past five  years.  All other  oil and gas wells in which the  Company  has had a
working interest are no longer productive.

                          ITEM 3.  LEGAL PROCEEDINGS

      The Company is not a party to any material pending legal proceedings,  and
to the best of its knowledge, no such proceedings by or against the Company have
been threatened.

                                    ITEM 4.

                      SUBMISSION OF MATTERS TO A VOTE OF
                               SECURITY HOLDERS

      No  matter  was  submitted  to a vote of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.




                                      8

<PAGE>



                                    PART II

                                    ITEM 5.

                     MARKET FOR REGISTRANT'S COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS

      The common stock of the Company is traded in the over-the-counter  market.
There is currently a very limited trading market for the Company's common stock.
The  Company's  shares of common stock are  eligible  for  quotation on the NASD
Electronic Bulletin Board under the symbol "AMLS." The following sets forth, for
the respective periods  indicated,  the high and low bid prices of the Company's
common stock in the  over-the-counter  market, based on inter-dealer bid prices,
without  retail  markup,  markdown,  commissions  or  adjustments  (which do not
represent actual  transactions),  as reported by the National Quotation Bureau's
"Pink Sheets".

  Quarter Ended                   High Bid                    Low Bid

1993 Fiscal Year:

      June 30, 1992                 $.25                       .25
      September 30, 1992             .25                       .25
      December 31, 1992              .25                       .25
      March 31, 1993                 .25                       .25

1994 Fiscal Year:

      June 30, 1993                 $.25                       .25
      September 30, 1993             .25                       .25
      December 31, 1993              .25                       .25
      March 31, 1994                 .25                       .50

1995 Fiscal Year:

      June 30, 1994                 $.625                      .50
      September 30, 1994             .625                      .625
      December 31, 1994              .625                      .625
      March 31, 1995                 .75                       .625

1996 Fiscal Year:

      June 30, 1995                 $.875                      .625
      September 30, 1995             .875                      .625
      December 31, 1995              .875                      .625
      March 31, 1996                 .875                      .625


1997 Fiscal Year:

      June 30, 1996                 $.750                      .750
      September 30, 1996             .750                      .750
      December 31, 1996              .750                      .750
      March 31, 1997                 .750                      .750

      On June 25,  1997,  the high and low bid  prices  quoted by  broker-dealer
firms effecting transactions in the Company's common stock, were $.75.

        Since  inception,  no dividends  have been paid on the Company's  common
stock,  and the Company does not anticipate  paying dividends in the foreseeable
future.

                                      9

<PAGE>




        At June 25, 1997, there were  approximately 721 holders of record of the
Company's common stock.

                                    ITEM 6.

                            SELECTED FINANCIAL DATA

      The  following  selected  financial  data of the  Company is covered by an
opinion of a certified public  accountant and should be read in conjunction with
the financial statements and related notes thereto.


                         INCOME STATEMENT INFORMATION

                           FOR THE YEARS ENDED  MARCH 31
                         1997      1996     1995      1994     1993



Total Revenue         $38,161   $37,481  $40,851   $52,507  $56,320

Revenues from
 natural resource
 investments          $25,492    25,402   25,786   $25,507   25,698

Net Income (loss)      (3,607)  (37,662) (12,868)  (12,995)  13,183
Net Income (loss)
 per common share      (.0037)   (.0387)  (.0131)  ($.0132) $ 0.013





                           BALANCE SHEET INFORMATION

                                 AS OF MARCH 31
<TABLE>
<CAPTION>

                         1997         1996         1995          1994           1993
                         ----         ----         ----          ----           ----


<S>                  <C>          <C>          <C>           <C>            <C>     
Total Assets         $272,862     $229,309     $314,694      $351,071       $407,474

Long-term
 debt                       0            0            0             0              0

Cash dividends
 declared per
 common share               0            0            0             0              0
</TABLE>








                                      10

<PAGE>



                                    ITEM 7.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

 The Company's current assets as of March 31, 1997 of $26,103 represents a small
decrease  in current  assets of $3,158 from  current  assets of $29,261 one year
earlier. Total assets at March 31, 1997, of $272,862,  represents an increase in
total assets of $43,553 from total assets of $229,309 one year earlier, which is
attributable  to an increase  in value of the  Company's  ownership  interest in
shares of Dynamic Oil Ltd. Similarly,  stockholders' equity of $272,213 at March
31,  1997,  represents  an  increase  in  stockholders'  equity of $43,418  from
stockholders' equity of $228,705 at March 31, 1996. As indicated,  this increase
is attributable to an increase in value of marketable securities.

 The Company does not have sufficient  liquidity or capital resources to finance
any major  developments  by the  Company.  Should  ongoing  exploration  produce
favorable  results,  any  adequate  exploration  or  development  would  require
substantial   additional   financing   or  the   participation   of  a   larger,
better-financed company.

RESULTS OF OPERATIONS

 During the fiscal year ended March 31, 1997,  the Company had total  revenue of
$38,161, and expenses of $41,768,  resulting in a net pre-tax loss of $3,607, as
compared  to a net  pre-tax  loss of $37,662 for the fiscal year ended March 31,
1996.  The  Company's  decrease  over in revenue  over the past two years,  is a
result of a reduction in dividends received on shares of stock of Corporacion De
La Fonda held by the Company over the past two years. While total revenue during
the fiscal year ended March 31, 1997,  was only $680 more than total  revenue in
the fiscal  year ended  March 31,  1996,  expenses  during the fiscal year ended
March 31, 1997 were $33,375 less than the fiscal year ended March 31, 1996.

 During the fiscal years ended March 31, 1997,  1996,  1995 and 1994,  operating
revenues from the Company's  interest in oil wells in Oklahoma was nominal.  The
Company received a $25,000 advance royalty payment during the fiscal year on its
leased  mining claims in Nevada.  Dividend  income of $12,600 from the Company's
investment  in La Fonda  during  the year  represents  a a small  increase  over
dividend  income of $12,000 for the year ended March 31, 1996, and a decrease in
dividend income from prior years.

 Management  does not  believe  that the  Company's  operations  have  been more
adversely  impacted  by  inflation  than  other  similar  businesses,   although
increased expenses have affected the cost of minerals exploration.

                                    ITEM 8.

                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial  statements and supplementary data are included beginning at page
F-1.


                                    ITEM 9.

                  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
                           AND FINANCIAL DISCLOSURE

 During the fiscal year ended  March 31,  1997,  there has been no  disagreement
with  accountants  on any  matter  of  accounting  principles  or  practices  or
financial statement disclosure as provided in Regulation S-K, Item 304.

                                      11

<PAGE>




                                   PART III

                                   ITEM 10.

              DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

LIST AND TERMS OF OFFICE

 The table  below sets  forth the name,  age,  and  position  of each  executive
officer and director of the Company.

                                                            Officer or
 Name               Age           Position              Director Since(1)(2)


James F. Fouts      78       Director, President            1969
                              and Chief Executive
                              Officer

Dan Ligino          73       Director and Vice President    1974

Elizabeth F. White  47       Director                       1985(3)

Elizabeth B. Fouts  69       Secretary/Treasurer and        1975(3)
                              Principal Financial
                              Officer
-------------------

 (1) All directors and executive  officers serve for a term of one year or until
their successors are chosen and qualified.

 (2) During the fiscal  year,  George  Wortley,  who served as a director of the
Company since 1974, died at the age of 86.

 (3)  James F. Fouts  is  the  father  of  Elizabeth F. White and the husband of
Elizabeth  B. Fouts.  There are no other family  relationships  among any of the
above-named directors, executive officers, or nominees.

-------------------

     James F. Fouts.  Mr. Fouts has been  president  of the Company  since 1975.
From 1969 to 1975,  he  served as  secretary/treasurer  of the  Company  and has
served as director of the Company since its incorporation in 1969. Since 1967 he
has  also  been  employed  as  president  of  Fremont  Corporation,   a  private
corporation  and an  affiliate  of the Company  engaged in holding and  managing
investments  (chiefly  real  estate),  with its  principal  office  and place of
business in Louisiana.  Mr. Fouts  graduated  from Texas A&M  University in 1940
with a  bachelor's  degree in chemical  engineering.  From 1940 to 1959,  he was
employed as division  superintendent  for Bariod  Division of the National  Lead
Company,  supervising  oil well logging  operations in the western United States
and Canada, with headquarters in Casper, Wyoming. From 1940 through 1966, he was
engaged in the business of technical  reproduction and oil well log distribution
in Canada and the United States.  He is a member of the American  Association of
Petroleum Geologists;  Intermountain Association of Petroleum Geologists;  and a
past vice  president of the Wyoming  Geological  Association.  He was formerly a
director of the Rocky Mountain Oil & Gas Association. He is presently a director
of  Corporation  de La Fonda,  an affiliate of the Company  engaged in the hotel
business. Mr. Fouts and his wife also own 3,000 shares of the common stock of La
Fonda.  Mr.  Fouts is also a director of High  Plains  Natural  Gas  Company,  a
pipeline company serving five counties in the Texas Panhandle.


                                      12

<PAGE>



     Dan Ligino.  Mr. Ligino has served as vice  president and a director of the
Company since 1974. He is and has been for  approximately the past sixteen years
a director  of State Bank of East  Moline,  Illinois,  and is a director  of the
Colona Avenue State Bank in East Moline. He is a retired  businessman.  Prior to
his retirement,  he had 23 years of experience in the Dairy Queen  business;  20
years of  experience,  including  serving  as  president  of Hub City  Implement
Company, as a John Deere equipment distributor;  and over 25 years of experience
in real estate.

     Elizabeth  F. White.  Mrs.  White as been a director  of the Company  since
1985.  She graduated  from Newcomb  College of Tulane  University,  New Orleans,
Louisiana,  in 1971. She was employed by Traveler's  Insurance  Company for five
years,  where  she was  resident  agent  at  Houma,  Louisiana  specializing  in
investigations in oil exploration and offshore drilling accidents.  In 1977, she
moved with her  family to  California  and  presently  resides in Monte  Sereno,
California  with her  husband  and two  children.  She has  founded,  owned  and
operated a successful  business  importing and selling European chocolate candy.
Since 1981, she has been a computer consultant for children's  education and has
had several children's programs authored by her published. She has consulted for
Apple Computer and has served on the Apple Computer Grant Committee.  Mrs. White
was a director of a science and computer school located in San Jose, California.
Mrs. White was a partner in Empower-Net,  a business consulting firm. Presently,
Mrs. White is an instructor in AVATAR, a business program.

     Elizabeth B. Fouts.  Mrs.  Fouts has served as  secretary/treasurer  of the
Company since 1975. She is a graduate of Newcomb  College of Tulane  University,
New Orleans,  Louisiana.  She obtained a master of science  degree in psychology
from  Northeast  Louisiana  University  of  Monroe,  Louisiana.  For a period of
fifteen  years  until  July,  1987,  when she  retired,  she was  employed  as a
psychology  consultant by the County  School  System of Ouachita  Parish to July
1987. In December,  1993,  Mrs.  Fouts was elected a director of La Fonda.  Mrs.
Fouts is also  secretary/treasurer for Fremont Corporation,  an affiliate of the
Company, and has held similar positions in other companies.

                                   ITEM 11.

                            EXECUTIVE COMPENSATION

REMUNERATION DURING FISCAL YEAR

 During the fiscal year ended March 31,  1997,  no officer or director  received
compensation exceeding $60,000.

 The following table sets forth the compensation  paid by the Company during the
fiscal year to all officers and directors as a group:


     Name/Position                         Cash Compensation*

All officers and directors as
a group (5 persons)                            $14,396*

 *   Consists of $12,000 paid to Fremont  Corporation,  a  corporation  of which
     James Fouts is an officer  and  principal  shareholder,  for office use and
     bookkeeping,   secretarial  and  clerical  services;  and  $2,396  paid  in
     directors' fees.

 The directors are compensated $500 per year for board membership,  and are paid
$100 per meeting attended,  plus expenses.  The Company has held only one formal
board meeting per year for the past several years.


                                      13

<PAGE>

                                   ITEM 12.

                   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL



                             OWNERS AND MANAGEMENT

 The following  table shows, as of June 25, 1997, the number of shares of common
stock,  par value $.01, of the Company owned of record or  beneficially  by each
person who owned of  record,  or was known by the  Company to own  beneficially,
more than 5% of the Company's  common stock,  and the name and  shareholdings of
each officer and  director,  and all officers and  directors of the Company as a
group:

                                       Amount and Nature of Ownership(1)

                                  Sole Voting           Shared
                                      and             Voting and       Percent
Name of Person                     Investment          Investment         of
    or Group                         Power               Power         Class(1)

Principal Shareholders:

Alan E. Fouts(2)(4)                 113,355                             11.51
4002 Bon Aire Drive
Monroe, Louisiana 71203                                12,800(2)         1.30

Donovan B. Fouts(2)(4)               96,250                              9.78
4002 Bon Aire Drive
Monroe, Louisiana 71203                                    0             0.00

James F. Fouts(2)(4)                 33,500                              3.40
4002 Bon Aire Drive
Monroe, Louisiana 71203                                76,250(3)         7.75

Elizabeth B. Fouts(2)(4)                950                              0.10
4002 Bon Aire Drive
Monroe, Louisiana 71203                                76,250(3)         7.75

Dan Ligino                          104,175                             10.58
1407 19th Street
East Moline, IL 61244                                  43,500(5)         4.42

Elizabeth F. White(2)(4)            122,400                             12.43
243 Via la Posada
Los Gatos, CA  95030                                       0             0.00

Officers and Directors:

James F. Fouts                       ---------------See Above---------------

Elizabeth B. Fouts                   ---------------See Above---------------

Dan Ligino                           ---------------See Above---------------

Elizabeth F. White                   ---------------See Above---------------

All officers and directors          261,025                             26.51
as a group (5 persons)(3)(4)(5)                        119,750(3)       12.16


                                      14

<PAGE>





 (1) The  percentages are calculated  based on the number of outstanding  shares
     (1,000,000) of the Company as of the Record Date,  after  deducting a total
     of 15,511 shares held by the Company in treasury.

 (2) Alan E. Fouts,  Donovan B. Fouts  and Elizabeth F. White  are  the sons an
     daughter, respectively, of James F. Fouts and Elizabeth Fouts,  husband and
     wife.  With respect to Alan E. Fouts, of the shares reflected under "Shared
     Voting and Investment Power", 12,800 shares are held in a family trust.

 (3) Consists of 76,250 shares owned directly by James F. Fouts and Elizabeth B.
     Fouts, his wife, in joint tenancy.

 (4) In  addition  to the  beneficial  stock  ownership  of Mr.  Fouts  and  his
     immediate  family,  described  above,  other relatives of Mr. Fouts own the
     following interests:  12,800 shares owned by a brother; 800 shares owned by
     a sister;  38,325  shares owned by a  brother-in-law;  and 1,800 owned by a
     sister-in-law.  No  agreement or  understanding  exists with respect to the
     voting of these shares;  however, it is anticipated that they will be voted
     as Mr. Fouts  recommends or that Mr. Fouts will be designated as proxy with
     respect to the shares.

 (5) These shares are held in joint tenancy by Mr. Ligino and his brother.

 There are no arrangements  known to the Company the operation of which may at a
subsequent date result in a change of control of the Company.

                                   ITEM 13.

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In the past, the Company has employed  officers and principal  shareholders
in the  performance of exploration  work on its mineral claims and in evaluating
new  properties.  Compensation  paid in connection  with these services has been
determined  by the  Company to compare  favorably  with  amounts  which could be
expected  to be paid to third  parties.  No  amounts  were paid  during the last
fiscal year.

     No  director,  officer,  nominee for  director,  or any  associate  of such
director,  officer or  nominee,  has been  indebted  to the  Company at any time
during the past several fiscal years.

     The Company  owns 12,000  shares or  approximately  12% of the  outstanding
common stock of Corporation de La Fonda.  James F. Fouts,  President,  is also a
shareholder  and  director  of  Corporation  de  La  Fonda.   Because  of  these
relationships,  any  transaction  between the Company and this entity  cannot be
deemed to be at arm's length.

     In August,  1993, the Company authorized the grant of options to purchase a
total of 12,000  shares of common  stock to each of the  Company's  officers and
directors.  These options were  exercisable  at a price of $.60 per share at any
time on or before August 14, 1996, at which time the options  expired.  Although
the exercise  price of the optioned  shares was higher than the bid price of the
Company's common stock as of the date of grant, and as of the present date, this
transaction cannot be considered the result of arms' length negotiations. During
the fiscal  year ended  March 31,  1995,  options to  purchase a total of 12,000
shares of the  Company's  common stock were  exercised by Elizabeth B. Fouts,  a
director and wife of the Company's president.


     On October 1, 1986, the Company loaned the sum of $100,000 in cash to Suite
Simpatica,  Ltd.  ("Debtor"),  a New  Mexico  corporation,  under the terms of a
Promissory  Note (the  "Note") of such date.  The Note was  payable on or before
October 1, 1989. Although the original terms of the Note provide for interest at
the rate of 8.1% per annum  from  October  1,  1986,  the  Company  subsequently


                                      15

<PAGE>



verbally agreed to forego interest on the Note. The Note was subordinated to all
other  indebtedness of the Debtor,  including secured and unsecured debt. In the
end of 1990,  the Company  agreed to accept a  discounted  note in the amount of
$75,000.  As a result of this  transaction,  a $25,000  loss to the  Company was
recognized.  In 1994,  the  discounted  note had been paid in full.  The Company
determined  that it would  discount  the  note  because  of the  poor  financial
condition  of the  Debtor.  A  majority  of the equity of the Debtor is owned by
management of La Fonda, an affiliate of the Company.  In addition,  James Fouts,
President and a director of the Company,  and a director of La Fonda,  is also a
shareholder  of  approximately  5% of the Debtor,  and the president of La Fonda
holds  in  excess  of  50% of the  Debtor.  Therefore,  the  terms  of the  loan
transactions  between the Company and the Debtor  cannot be considered to be the
result of arm's length negotiations.

     During the fiscal year ended March 31,  1996,  the Company  entered  into a
partnership agreement whereby the Company acquired a 25% interest in the "Robbie
Claims," 107 unpatented mineral claim owned by Hi-Tech Exploration, at a cost of
$3,567. James F. Fouts, the Company's President, also acquired a 25% interest in
such mining claims in the same transaction,  at the same cost.  Therefore,  this
transaction cannot be considered the result of arms' length negotiations.

     During the fiscal year ended March 31, 1997, the Company's President, James
F.  Fouts,  loaned to the  Company  the sum of  $13,000.  This loan was  repaid,
without interest, prior to the end of the fiscal year.

                                    PART IV

                                   ITEM 14.

                   EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                            AND REPORTS ON FORM 8-K

A.  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

     The index (table of contents) to the  financial  statements  and  schedules
appears at page 18.

B.  EXHIBITS:

None.

C.  REPORTS ON FORM 8-K

     During the fiscal year ended March 31,  1997,  the Company did not file any
reports on Form 8-K.

                                      16

<PAGE>




                                  SIGNATURES


 Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended,  the  Registrant has caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                 REGISTRANT:

                                 AURIC METALS CORPORATION

                                 By
                                    James F. Fouts, President

Date:  June      , 1997

 Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:


                            Director and President           Date: June   , 1997
James F. Fouts              (Principal Executive Officer)


                            Secretary-Treasurer              Date: June   , 1997
Elizabeth B. Fouts          (Principal Financial Officer)


                            Vice President and Director      Date: June   , 1997
Dan Ligino


                            Vice President and Director      Date: June   , 1997
Elizabeth F. White




                                      17

<PAGE>


                    AURIC METALS CORPORATION AND SUBSIDIARY

                               TABLE OF CONTENTS

Report of Independent Accountants.                                             1

Consolidated Balance Sheets for the years
ended March 31, 1997 and 1996                                                  2

Statements of Consolidated Income for the years
ended March 31, 1997, 1996 and 1995                                            3

Statement of Consolidated Stockholders' Equity for
the years ended March 31, 1997, 1996 and 1995.                                 5

Notes to Financial Statements.                                             6 - 9









                                       18
<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS




Shareholders and
Board of Directors
Auric Metals Corporation

     We have audited the accompanying balance sheets of Auric Metals Corporation
as  of  March  31,  1997  and  1996,  and  the  related  statements  of  income,
stockholders'  equity,  and cash flows for the years ended March 31, 1997, 1996,
and 1995.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as will as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the consolidated  financial position of Auric Metals
Corporation as of March 31, 1997 and 1996, and the results of its operations and
its cash flows for the years ended March 31, 1997,  1996 and 1995, in conformity
with generally accepted accounting principles.





Salt Lake City, Utah
May 27, 1997






<PAGE>


                            AURIC METALS CORPORATION AND SUBSIDIARY
                                  CONSOLIDATED BALANCE SHEETS
                                    MARCH 31, 1997 AND 1996

                                                          1997        1996

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                            $ 26,103    $ 29,261
                                                       ----------  ----------
    Total Current Assets                                 26,103      29,261
                                                       ----------  ----------
INVESTMENTS:
  Marketable equity securities (Notes 3)                 92,010      44,985
  Other investments (Note 3)                            154,356     154,356
                                                       ----------  ----------
                                                        246,366     199,341
                                                       ----------  ----------
PROPERTY AND EQUIPMENT AT COST
  Equipment                                               1,573       1,573
                                                       ----------  ----------
                                                          1,573       1,573
  Accumulated depreciation                              ( 1,180)    (   866)
                                                       ----------  ----------
                                                            393         707
                                                       ----------  ----------
                                                       $272,862    $229,309
                                                       ==========  ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accrued liabilities                                  $    649    $    514
                                                       ----------  ----------
    Total current liabilities                               649         514
                                                       ----------  ----------
STOCKHOLDERS' EQUITY:
  Common stock, $0.01 par value;
   Authorized: 25,000,000 shares
   Issued: 1,000,000 shares
    (including treasury stock)                           10,000      10,000
   Additional paid-in capital                           342,847     342,847
   Unrealized loss on securities
     available for sale (Note 3)                        (64,241)   (111,266)
   Accumulated (deficit)                                ( 6,418)   (  2,811)
   Common stock in treasury at cost
     15,511 shares                                      ( 9,975)   (  9,975)
                                                       ----------  ----------
                                                        272,213     228,795
                                                       ----------  ----------
                                                       $272,862    $229,309
                                                       ==========  ==========




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

                                        2


<PAGE>


                              AURIC METALS CORPORATION AND SUBSIDIARY
                             STATEMENTS OF CONSOLIDATED INCOME (LOSS)
                             YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>


                                                       1997         1996           1995

REVENUES:
<S>                                                 <C>         <C>           <C>     
  Oil and gas sales                                 $    492    $    402      $    786
  Mineral royalty                                     25,000      25,000        25,000
  Interest income                                         69          79            65
  Dividends                                           12,600      12,000        15,000
                                                    ----------  ----------    ----------
                                                      38,161      37,481        40,851
                                                    ----------  ----------    ----------
EXPENSES:
  Oil and gas production expenses                       -           -               82
  Loss (income) sulfur mine interest                    -         15,750         5,614
  Mineral exploration                                  3,614        -            2,611
  Mineral claims leasing                               2,900       2,900         6,150
  Valuation allowance, unproved property                -         19,443         5,215
  Depreciation                                           314         315           315
  Legal and accounting                                 5,978       5,234         5,275
  Travel and lodging                                   7,124       4,382         5,754
  Directors' fees                                      2,396       2,396         1,996
  Office expense (Note 5)                             12,000      12,000        12,000
  General and administrative                           7,442       7,702         8,707
  Loss on sale of investment securities                 -          5,021          -
                                                    ----------  ----------    ---------
                                                      41,768      75,143        53,719
                                                    ----------  ----------    ----------
(LOSS) BEFORE INCOME TAX                            (  3,607)   ( 37,662)     ( 12,868)
Provision for taxes on income                           -           -             -
                                                    ----------  ----------    ----------
NET (LOSS)                                         $(  3,607)   $( 37,662)   $( 12,868)
                                                    ==========  ==========    ==========
NET (LOSS) PER COMMON SHARE                        $(  .0037)   $(  .0387)   $(  .0131)
                                                    ==========  ==========    ==========
Weighted average number of shares
  outstanding (excluding treasury stock)             984,489     972,668       981,217
                                                    ==========  ==========    ==========

</TABLE>



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

                                        3


<PAGE>


                               AURIC METALS CORPORATION AND SUBSIDIARY
                           STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
                              YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                                                              Net Unrealized
                                                                                                              Gain (Loss) on
                                                                            Accumulated                         Securities
                                             tock       Stock     Paid-in    Earnings     Treasury    Tresury    Available
                                            Shares      Amount     Capital   (Deficit)     Shares      Amount     For Sale

<S>                                      <C>          <C>       <C>           <C>           <C>       <C>        <C>      
BALANCE MARCH 31, 1994                   1,000,000    $ 10,000  $  343,327    $ 47,719      17,711    $(10,726)  $(39,680)
  Net loss year ended March 31, 1995          --          --          --       (12,868)       --           --          --
  Net change in unrealized loss on
    securities available for sale             --          --          --          --          --           --     (25,992)
  Purchase of treasury stock                  --          --          --          --         7,300      (5,179)        --
  Sales of treasury stock                     --          --      (    480)       --       (12,000)      7,680         --
                                         ---------    --------  ----------    --------     -------    --------   --------
BALANCE MARCH 31, 1995                   1,000,000      10,000     342,847      34,851      13,011     ( 8,225)   (65,672)
  Net loss year ended March 31, 1996          --          --          --       (37,662)       --           --          --
  Net change in unrealized loss on
    securities available for sale             --          --          --          --          --           --     (45,594)
  Purchase of treasury stock                  --          --          --          --         2,500      (1,750)        --
                                         ---------    --------  ----------    --------     -------    --------   --------
BALANCE MARCH 31, 1996                   1,000,000      10,000     342,847     ( 2,811)     15,511     ( 9,975)  (111,266)
  Net loss year ended March 31, 1997          --          --          --       ( 3,607)       --           --          --
  Net change in unrealized gain (loss)
   on securities available for sale           --          --          --          --          --           --      47,025
                                         ---------    --------  ----------    --------     -------    --------   --------
BALANCE MARCH 31, 1997                   1,000,000    $ 10,000  $  342,847    $( 6,418)     15,511    $( 9,975) $( 64,241)
                                         =========    ========  ==========    ========     =======    ========   ========

</TABLE>


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

                                        4


<PAGE>


                                AURIC METALS CORPORATION AND SUBSIDIARY
                                 STATEMENT OF CONSOLIDATED CASH FLOWS
                               YEARS ENDED MARCH 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>

                                                                 1997        1996      1995

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                            <C>        <C>          <C>      
  Net loss                                                     $(3,607)   $(37,662)    $(12,868)
                                                               ---------  ---------   ---------
  Adjustments to reconcile net income to net cash 
  provided  by  operating activities:
    Depreciation, depletion, amortization
      and valuation allowance                                      314     19,758       5,530
    Equity in partnership (income) loss                           -        12,183       5,614
    (Gain) loss on disposal of property                           -         5,021         -
    Increase (decrease) in accrued liabilities                     135     (  379)        462
                                                               ---------  ---------   ---------
    Total adjustments                                              449     36,583      11,606
                                                               ---------  ---------   ---------
  Net cash (used) by operating activities                      ( 3,158)    (1,079)    ( 1,262)
                                                               ---------  ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cost recovery - undeveloped property                            -           -         5,000
                                                               ---------  ---------   ---------
  Net cash provided by investing activities                       -           -         5,000
                                                               ---------  ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of treasury stock                                      -        (1,750)    ( 5,179)
  Sale of treasury stock                                          -           -         7,200
  Sale of investment stock                                        -        14,608         -
  Short-term borrowings                                         13,000        -        32,000
  Short-term loan payments                                     (13,000)       -       (32,000)
                                                               ---------  ---------   ---------
  Net cash provided by financing activities                       -        12,858       2,021
                                                               ---------  ---------   ---------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                ( 3,158)    11,779       5,759

Cash and equivalents, beginning of period                       29,261     17,482      11,723
                                                               ---------  ---------   ---------
Cash and equivalents, end of period                            $26,103    $29,261    $  17,482
                                                               =========  =========   =========
</TABLE>



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

                                        5


<PAGE>


                     AURIC METALS CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    YEARS ENDED MARCH 31, 1997, 1996 AND 1995

(1)   Operations:

Auric Metals Corporation (the "Company") was incorporated in Utah in May of 1969
to  engage  in  mineral  exploration.  In  1985,  the  Company  became  a Nevada
corporation by merging with a wholly-owned Nevada corporation created solely for
the purpose of changing the Company's  state of domicile.  In subsequent  years,
the  Company  has  also  engaged  in oil and gas  exploration,  development  and
production  activities.  The Company holds working interests in various patented
and unpatented  mining claims in the Tintic Mining District of Utah. The Company
leases mining claims near Elko,  Nevada from Hillcrest  Mining Company of Denver
and has  subleased the claims to United  States Steel  Corporation.  The Company
presently  holds a working  interest in one oil and gas well near Oklahoma City,
Oklahoma which provides nominal revenue.

(2)  Significant Accounting Policies:

Cash Equivalents:

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt  instruments  purchased  with a maturity of three  months to be cash
equivalents.

Principles of consolidation:

The  consolidated  financial  statements  include the accounts of Auric Minerals
Corporation.  Intercompany  accounts and  transactions  have been  eliminated in
consolidation.

Investment securities

Management determines the appropriate classification of investment securities at
the  time  they  are  acquired  and  evaluates  the   appropriateness   of  such
classification at each balance sheet date. Available-for-sale securities consist
of  marketable   equity   securities  not  classified  as  trading   securities.
Available-for-sale  securities are stated at fair value, and unrealized  holding
gains and losses,  net of the related  deferred  tax effect,  are  reported as a
separate component of stockholders; equity.

Investment in unconsolidated affiliates:

Investments  in  affiliated  companies  in  which  ownership  is 20% or more are
carried at the  Company's  original  cost plus equity in earnings  since date of
acquisition.

Investments  in less than 20% owned  affiliates are carried at cost or estimated
net realizable amounts, whichever is lower.

                                    6


<PAGE>



                     AURIC METALS CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              YEARS ENDED MARCH 31, 1997, 1996 AND 1995 (Continued)

(2)   Significant Accounting Policies - continued:

Mining:

Exploration and development  expenditures  are generally  charged to expenses as
incurred until a decision is made to develop a mineral reserve.  Expenditures to
bring new properties  into  production and major  expenditures of a nonrecurring
nature  are  deferred  and  amortized   ratable  over   production   benefitted.
Expenditures  for  continuing  development  required to maintain  production are
charged to expenses as incurred.

Depreciation:

Equipment is recorded at cost and depreciated on a  straight-line  method over a
five year estimated useful life.

(3)  Investments consist of the following at March 31, 1997 and
1996:

Crater investment

The  Company  has a 19%  limited  partnership  interest  in the  Crater  Limited
Partnership.  Crater  engaged in sulfur mining in Inyo County,  California.  The
Company  carried this  investment  at cost or estimated  net  realizable  value,
whichever  was lower.  During  the fiscal  year  ended  March 31,  1996,  Crater
abandoned its mining  operations,  therefore,  the Company  reduced the value of
this investment to zero.

Robbie claims investment

The Company  acquired a 25% interest in the "Robbie" gold prospect  claims owned
by Hi-Tech Exploration at a cost of $3,567. The Company's  President,  Mr. James
F. Fouts is also an owner of a 25% interest in these claims.

LaFonda investment

The Company  owned,  as of March 31, 1997,  12,000 shares of the common stock of
Corporacion  De  La  Fonda,   Inc.,  or  approximately  12%  of  that  company's
outstanding shares. De La Fonda, Inc. is a New Mexico hotel operation.  Prior to
1984,  the  Company  owned  more than 20% of De La Fonda and  accounted  for its
investment by the equity method.  Since 1983, the Company's  investment has been
less than 20% and the cost  method of  accounting  has been used.  The  carrying
value of the investment includes $123,177 of cumulative  undistributed  earnings
of La Fonda added to the investment  under the equity method.  Income taxes have


                                    7


<PAGE>



                 AURIC METALS CORPORATION AND SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          YEARS ENDED MARCH 31, 1997, 1996 AND 1995 (Continued)

(3)  Investments - continued:

been  recognized  under  the  assumption  that   undistributed   earnings  would
eventually   be    distributed    as   dividends,    thereby    qualifying   for
dividends-received  deductions.  If the  undistributed  earnings are  eventually
received in taxable transactions other than as dividends, an unrecognized tax of
approximately  $41,880 under current rates could result. The Company's equity in
the  underlying  net  assets  of La  Fonda  exceeds  the  carrying  value of the
investment.  Since the Company's  President,  Mr. James F. Fouts, has positions,
interests or shareholdings, in La Fonda, any transaction between the Company and
this entity cannot be deemed to be at arm's length.

                                    1997       1996

     Robbie claims investment    $  3,567   $  3,567
     LaFonda investment           150,789    150,789
                                  -------    -------
 
     Other investments           $154,356   $154,356
                                  =======    =======

Dynamic Oil Ltd.
Effective  April 1, 1994,  the Company  adopted SFAS No. 115 on  accounting  for
certain  investments in debt and equity  securities.  This new standard requires
that   available-for-   sale   investments  in  securities   that  have  readily
determinable fair values be measured at fair value in the balance sheet and that
unrealized  holding  gains and losses for these  investments  be  reported  in a
separate component of stockholders' equity until realized. At March 31, 1997 and
1996  marketable  investments  classified  as  available  for sale  included the
following:
                                           1997       1996

 Dynamic Oil Ltd. shares at cost        $156,251   $156,251

 Gross unrealized holding loss            64,241    111,266
                                        --------   --------

 Dynamic Oil Ltd. at fair value         $ 92,010   $ 44,985
                                        ========   ========

(4)  Stock options:
During the 1994 fiscal year,  the Company  granted stock options to each officer
and director for 12,000 shares of the Company's  common stock at $.60 per share.
Options expired on August 14, 1996. Prior to expiration, 12,000 of these options
were exercised.





                                    8


<PAGE>



                 AURIC METALS CORPORATION AND SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          YEARS ENDED MARCH 31, 1997, 1996 AND 1995 (Continued)

(5)  Related party transactions:
The  amounts  paid to  officers  and  directors  have not  been,  in any  sense,
negotiated  at arm's  length.  Payments of $12,000  were made during the current
fiscal year to The Fremont Corp., a corporation in which the Company's president
is principal  shareholder.  These payments are for office use,  bookkeeping  and
clerical  services.  Refer to Note (3) for additional related party transactions
related to the Robbie claims investment and the LaFonda  investment.  During the
current fiscal year, the Company borrowed $13,000 from its President,  Mr. James
F. Fouts. The loan was repaid during the same year.

(6)  Federal and state income tax:
Effective April 1, 1993, the Company adopted  Statement of Financial  Accounting
Standards No. 109,  Accounting for Income Taxes.  The  cumulative  effect of the
change in accounting  principle is  immaterial.  At March 31, 1997,  the Company
had, for federal tax  reporting  purposes,  an operating  loss  carryforward  of
approximately  $262,000. This carryforward begins to expire in 2004. The Company
has a capital loss  carryforward of approximately  $5,000 which expires in 2001.
No benefit has been reported in the financial statements,  however,  because the
Company  believes  there is at least a 50%  chance  that the  carryforward  will
expire unused.  Accordingly,  the tax benefit of the loss  carryforward has been
offset by a valuation allowance of the same amount.

(7)  Commitments and contingencies:
The Company is required to pay the Bureau of Land Management $100 annually on 29
leased mining claims for $2,900.  Rates are subject to change and failure to pay
results in loss of mining rights.  The payments to BLM are in lieu of assessment
work which was required  previously.  The leases are  cancelable  annually  upon
notice to lessor.

(8) Fair values of financial  instruments:  The Company  estimates that the fair
value of all  financial  instruments  at March 31, 1997 and 1996 does not differ
materially  from the  aggregate  carrying  values of its  financial  instruments
recorded in the accompanying balance sheets.











                                    9