ANYOX RESOURCES INC, 10SB12G/A, 1999-06-24

ANYOX RESOURCES INC
10SB12G/A, 1999-06-24
METAL MINING

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

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(B)
OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no. 0001071572
----------

ANYOX RESOURCES INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

Nevada 98-019-9128
------ -------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

2453 Philips Place
Burnaby, British Columbia V5A 2W1
------------------------- -------
(Address of Principal Executive Officer) (Zip Code)

(604) 688-3931
--------------
(ISSUER'S TELEPHONE NUMBER)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share
-----------------------------------------
(TITLE OF CLASS)

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<PAGE>

TABLE OF CONTENTS

ITEM PAGE
- ---- ----
PART 1

Item 1 Description of Business 3

Item 2 Management's Discussion and Analysis or Plan
of Operation 9

Item 3 Description of Property 12

Item 4 Security Ownership of Certain Beneficial
Ownership and Management 13

Item 5 Directors, Executive Officers, Promoters and
Control Persons 15

Item 6 Executive Compensation 17

Item 7 Certain Relationships and Related Transactions 18

Item 8 Description of Securities 19

PART 11

Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 20

Item 2 Legal Proceedings 20

Item 3 Disagreement With Accountants and Financial Disclosure 20

Item 4 Recent Sales of Unregistered Securities 21

Item 5 Indemnification of Directors and Officers 21

PART F/S

Financial Statements 23

PART 111

Item 1 Index to Exhibits 32

Item 2 Description of Exhibits 32

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

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: None

<PAGE>

PART 1

ITEM 1. DESCRIPTION OF BUSINESS

HISTORICAL OVERVIEW OF THE COMPANY

Anyox Resources, Inc., a Nevada corporation (the "Company"), was
incorporated on July 13, 1998. The Company has no subsidiaries and no affiliated
companies. The Company's executive offices are located at 2453 Philips Place,
Burnaby, British Columbia, Canada, V5A 2W1.

The Company is in the development stage as indicated in Financial
Accounting Standards but this term does not imply that presently the Company has
found a commercial viable mineral deposit (a reverse) to warrant development.

The Company is seeking a quotation on the OTC Bulletin Board. It has filed
the required documents with NASD Regulations, Inc., and has responded to all
deficiencies relating to the filing of the Form 15c-211.

The Company is engaged in the exploration and development Fame #1 and Fame
#2 mineral properties (the "Fame properties"). The minerals anticipated on the
Company's property, as is consistent with the region in general, is copper,
silver and gold. In 1997 six moss samples were collected from the property but
no further work has been done since that time. The four of the moss samples
taken indicated high base metal values whereas two samples indicated high gold
values. It is estimated by management that to continue the moss sampling and map
and survey the property that $30,000 will be required.

Presently, the Company is in the exploration stage and there is no
assurance that mineral reserves exist in any of it properties until appropriate
exploration work and comprehensive economic evaluation based upon such work
concludes economic and legal feasibility.

To date, the Company has paid cash-in-lieu to maintain the Fame properties
in good standing. The actual cost for cash-in-lieu was $1,833 and was paid
personally by the President of the Company. It is the intention of the Company
to explore the Fame properties during the latter part of the summer of 1999 when
the snow conditions have been substantially eliminated.

The Company has no revenue to date from the development of the Fame
properties, and its ability to effect its plans for the future will depend on
the availability of financing. Such financing will be required to develop the
Fame properties to a stage where a decision can be made by management as to
whether an ore body exists and can be successfully brought into production. The
Company anticipates obtaining such funds from its directors and officers,
financial institutions or by way of the sale of its capital stock in the future
(see Part 1, Item 2 - "Plan of Operations"), but there can be no assurance that
the Company will be successful in obtaining additional capital for exploration
activities from the sale of its capital stock or in otherwise raising
substantial capital.

<PAGE>

PLANNED BUSINESS

In addition to exploring and developing the Fame properties, the Company
plans to expand its mineral properties through the purchase, staking or joint
venturing of other mineral properties. (See Part 1, Item 2 Management's
Discussion and Analysis or Plan of Operation").

1. Exploration and, if Warranted Development of the Fame Properties.

a. Purchase of Fame Properties

The mineral claims held by the Company are called the Fame #1 and Fame #2
and were purchased from the Company's President, Carsten Mide, on September 18,
1998 for the sum of $1.00. Until such time as the Company obtains a Free Miner's
License in its own name the Fame properties will be held in trust for the
benefit of the Company by Carsten Mide.

b. Location of Fame Properties

The Fame properties are located near the former town of Anyox, British
Columbia (known herein as the "Anyox area") which is situated between latitudes
50(degree)20'N and 55(degree)25'N and longitudes 129(degree)50'W and
129(degree)578'W. The Fame properties are located on the ground between
Observation Inlet, at the head of Alice Arm, and the other side of the ground,
near the southern end of the "Alaskan Panhandle".

The Fame properties are easily assessed by means of float plane from Prince
Rupert which is located 145 kilometers or 90 miles south east of the property,
or by boat either from Prince Rupert or Kitsault in Alice Arm; 25 km to the
east. The property is approximately 850 air-kilometers north of Vancouver,
British Columbia, Canada.

c. Description of the Fame Properties

The Fame properties include the following two mineral claims:

- --------------------------------------------------------------------------------
TENURE SIZE SIZE HA SIZE HA EXPIRY
NAME NUMBER UNITS GROSS NET (*) DATE
---- ------ ----- ----- ------- ----

FAME # 1 359,391 5Sx1W 125 70 September 25, 1999

FAME # 2 359,392 5Sx4E 500 400 September 25, 1999

- --------------------------------------------------------------------------------
(*) 70 ha is convertible to 175 acres for the Fame # 1 and 400 ha for the Fame #
2 is convertible to 1,000 acres.

d. Terraine Around the Fame Properties

The Fame properties are situated in rugged terrain on the Anyox peninsula
(up to 1,680 meters above sea level or 5,509 feet). The Fame properties are
situated in the Donahue Creek catchment basin with elevations ranging from 800
feet to 3,700 feet. The forest cover and the steepness of slopes are less than
elsewhere in the area. Extensive near-level open and brush cover areas exist in
the Donahue Creek valley and in the valleys of its major tributaries.

Mapping and surface geology on some of the claims is greatly facilitated by
the lack of dense primary forest cover. This is due to a number of forest fires
that have passed through the

<PAGE>

area and to the effect of smelter smoke from early operations. The mineral
claims can be located on Map 103P/5 and P12 issued by the British Columbia
Ministry of Energy, Mines and Petroleum Resources for the Skeena Mining
Division.

e. History of the Anyox Area and the Fame Properties

The Anyox area of northwestern British Columbia has been an important
producer of copper, silver and gold.

The Anyox area was first developed by Granby Consolidated Mining and
Smelting Co. Ltd. ("Granby") in the early 1900's. Granby discovered two main ore
bodies; being the Hidden Creek deposit and the Bonanza deposit which were put
into production in 1914 and operated until 1935.

Between 1914 and 1936, the Hidden Creek mine produced 19,169,422 tons
comprising 321,546,202 kilograms copper, 206,308,934 grams silver and 3,772,762
grams gold. The value of production was US$913,047,000.

Between 1928 and 1935, the Bonanza Mine produced 655,656 tons comprising
8,747,532 grams silver, 86,590 grams gold and 14,299,691 kilograms copper. The
value of production was US$39,802,000.

At the time of its operations, the two mines were considered to be one of
the largest copper producers in the British Empire.

With decreasing metal prices in the mid 1930's and certain labour unrest,
Granby decided to close the mill and the town site in 1935 after nearly 20 years
of successful operations.

The Anyox property was acquired by Cominco Limited ("Cominco") in 1936.
Since acquisition numerous programs of drilling, mapping, geophysics and
geochemistry have been conducted by Cominco on various properties in the
immediate area. These programs resulted in the 1950's in the discovery and
definition of the Double Ed deposit (2.2 million tons of 1.3% copper and 0.50
zinc) and the Eden deposit (158,742 tons of 1.5% copper and 1.9% zinc).

f. Recent Geological Work in the Anyox area.

The provincial government carried out a Regional Geochemical Survey over
the entire Anyox area in 1979. The samples were re-analyzed in 1995, using more
sophisticated analytical methods for more elements, including gold. Samples with
anomalous values of gold, silver, chromium, nickel, cobalt, copper, zinc and/or
lead, among others, were common in the areas. A subset of 106 samples from the
area between Mount Marshall and Mount Newport were used for a detailed sample
evaluation. Five of these samples were collected on or near the Fame properties.

Reconnaissance surveys were carried out on behalf of TVI Copper Inc. in the
Anyox area in 1994. Numerous zones of copper, gold, silver, lead and zinc
mineralization in quartz veins, gossans, siliceous argillite and sulphide lenses
were detected.

<PAGE>

A reconnaissance mapping and moss mat sampling program was carried out in
the Anyox area by Ebo Bakker in September 1997. Six out of the eighty-seven
samples were collected on or near the Fame properties. It appears that, except
for the collection of the aforementioned samples, no other work has been carried
out on the Fame properties claims.

The above mentioned six samples were moss mat samples. Moss mat samples
were chosen as primary reconnaissance technique in the Anyox area based on
surveys carried out by other exploration teams in the past. The samples taken
were immediately packed in plastic bags and the sample location was tagged. The
samples were shipped to Acme Analytical Laboratories in Vancouver, British
Columbia, where the sediment was, after separation from the moss, analyzed for
30 elements by various recognized assay methods including fire assay for gold.

Two samples taken from the Fame properties were collected from the small
tributaries of Donahue Creek downstream from the claims themselves and were
anomalous in copper, zinc and cadmium. Two other samples which were collected
from small tributaries at the east side of the Fame properties, were high in
zinc and cadmium. Zinc is found in nature as sphalerite which carries up to 5%
cadmium. One sample collected from a major tributary of Donahue Creek at the
northern side of the Fame properties was high in lead.

g. Regional Geology

The Fame properties are mainly underlain by Clashmore metasedimentary,
metavolcanic and/or metaplutonic rocks. Hyder Pluton granite rocks are found in
the north-east and Clashmore mafic and ultramafic rocks are found in the small
area in the south-eastern part of the property. Rocks in the Donahue Creek
valley and in the valley of its major tributary are extensively covered with
alluvial deposits.

h. Geology Exploration Proposed for the Fame Properties

A geological report dated August 19, 1998 prepared by Bakker Geological
Consulting recommended an exploration program on the Fame properties to consist
of:

"1. Detailed stream geochemical and moss mat sampling to follow up the
high base metal and gold values on the property. The aim is to zoom in
on the source of these high values

2. Detailed prospecting, mapping and sampling of the property. The work
should focus on the area underlain by rocks of the Clashmore Complex,
and in particular on the areas with good outcrop at higher
elevations."

The Fame properties expire on September 25, 1999 but the Company intends to
undertake a work program on the property prior to that date to maintain them in
good standing. The assessment cost amounts to $1,667, stated in United States
dollars. The Company can pay "cash-in-lieu" to the Minister of Mines in the
amount of $1,667 and maintain the Fame properties in good standing until
September 25, 2000. The Company is contemplating undertaking an exploration and
development program on the Fame properties during the latter part of 1999.

<PAGE>
i. Company's Main Product

The Company has no main product at this point in time. There is no proven
mineralization on the Fame properties.

j. Risk inherent in Mineral Properties

There are certain inherent risks with mineral properties from the point of
view of the Company and its shareholders as follows:

1. The Fame properties do not contain a known body of commercial ore and,
therefore, any program conducted on the Fame properties would be an
exploratory search of ore.

2. There is no certainty that any expenditures made in the exploration of the
Fame properties will result in discoveries of commercial quantities of ore.
Most exploration projects do not result in the discovery of commercially
mineable deposits of ore.

3. Resource exploration and development is a speculative business, marked by a
number of significant risks including, among other things, unprofitable
effort resulting not only from the failure to discover mineral deposits but
from finding mineral deposits which, though present, are insufficient in
size or grade to return a profit from production. The marketability of any
minerals acquired or discovered may be affected by numerous factors which
are beyond its control and which cannot be accurately predicted, such as
market fluctuations, the proximity and capacity of milling facilities,
mineral markets and processing equipment, and such other factors as
government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals, and
environmental protection. The mineral industry is intensely competitive and
the Company competes with other companies that have greater resources.

4. Mining operations generally involve a high degree of risk. Hazards such as
unusual or unexpected formations and other conditions are involved. The
Issuer may become subject to liability for pollution, cave-ins or hazards
against which it cannot insure or which it may not elect to insure. The
payment of such liabilities may have a material, adverse effect on the
Issuer's financial position.

<PAGE>

5. Prior to commencing mining operations on any of its properties, the Company
must meet certain stringent environmental requirements. Compliance with
these requirements may prove to be difficult and expensive. Fortunately the
Company is currently in the exploration stage where a system of
constructing grids and soil sampling will be the first exploration
procedure. Under the Mines Act of British Columbia, the Company is not
required to complete an application for submission to the district
inspector. No bond will have to be posted with the mining branch to ensure
environmental clean up. Nevertheless, the Company will be required to file
an application if it decides to continue exploration activities by either
trenching, bulk sampling, drilling or developing an adit. A bond, the
amount to be determined by the district inspector, will have to be posted
to ensure adequate clean up of the site upon abandonment. At this point the
Company will have to prepare a detailed application which will include a
deactivation or reclamation plan. The reclamation plan will have to be
completed within one year of cessation of exploration unless otherwise
approved by the district inspector. At this time, management is unable to
assess the financial impact of any environmental damage other than knowing
that the posted bond will be forfeited in full if the Company does not
complete the reclamation correctly.

6. While the Company has obtained the usual industry standard title reports
with respect to the Fame properties, this should not be construed as a
guarantee of title. The Fame properties may be subject to prior
unregistered agreements or transfers or native land claims and title may be
affected by undetected defects. Certain of the claims may be under dispute
and resolutions of a dispute may result in the loss of some or all of such
claims or a reduction in the Company's interest therein.

7. The Fame properties have never been surveyed and, accordingly, the precise
location of the boundaries of the claims and ownership of mineral rights on
specific tracts of land comprising the claims may be in doubt.

k. Other Mineral Properties

The Company has not identified any other mineral properties either for
staking or purchasing. It is contemplated that the Company will seek other
mineral properties during the summer of 1999 in order to diversify its holdings
into other areas of interest and minerals. The Company has not as yet
inaugurated any steps towards the investigation of any mineral claims, and does
not presently have the financial capacity to do so. Any staking and/or
purchasing of mineral claims may involve the issuance of substantial blocks of
the Company's shares.

The Company does not believe that it will acquire any further mineral
properties from its directors and officers. It is anticipated that future
property purchases will be done at arms length with independent third parties.

EMPLOYEES

As at January 31, 1999, the Company did not have any employees either part
time or full time.

The Company is not a party to any employment contracts or collective
bargaining agreements. The British Columbia area has a relatively large pool of
people experienced in exploration and development of mineral properties; being
mainly geologists and mining consultants. In addition, there is no lack of
people who have experience in working on mineral properties either as laborers
or prospectors. The Company will use independent workers and consultants
initially since the exploration period in the Anyox area is limited to the
summer months and the Company does not wish to carry the extra expense of having
full time employees.

COMPETITION

There are numerous other mining companies, both large and small, in the
British Columbia area, including geological work undertaken by the Provincial
Government of British Columbia.

Management believes that the mining industry is at a low point in
development due to weakening mineral prices and a lack of capital being invested
into mining activities. With this inactivity there are various mineral claims
which have expired and are available for staking. On the other hand, there are
numerous small mining companies wishing to enter into a joint venture
arrangement with other mining companies. Accordingly, management does not
believe that competition will be a significant problem in its growth in the
immediate future.

<PAGE>

The Provincial Government is not in direct competition with independent
mining companies since its main purpose is to assess the mineral potential of
certain areas in the Province and prepare annual reports detailing their
findings. This is an advantage to all independent mining companies since they
are able to stake the properties reported on by the Provincial Government unless
they are currently owned by another party.

The exploration and development business is highly competitive and
highly fragmented, dominated by both large and small mining companies. Success
will largely be dependent on the Company's ability to attract talent from the
mining field. There is no assurance that the Company's mineral expansion plans
will be realized.

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

Actual work performed on the Fame properties may differ from the
recommended work program as set forth in the geological report dated August 19,
1998 prepared by Bakker Geological Consulting. Factors that could cause the work
program to differ are described throughout this report.

PLAN OF OPERATION

The Company has to date concentrated on the Fame properties. In the future,
the Company will seek to investigate numerous other mining properties to
determine which ones are of merit and are of interest to the Company. Subject to
the availability of financing, the Company will seek to increase its inventory
of mineral properties and, if acceptable to management, enter into joint venture
agreements to develop mineral properties. (See Part 1, Item 1 - "Description of
the Business"). The Company will seek to generate such funds through the sale of
securities and/or institutional financing. If an underwriter can be found, a
public offering of common stock will be considered; alternatively the Company
will seek to raise funds through a private offering of securities to an
institutional buyer or through a registered broker dealer. The Company does not
presently have any financing arranged for nor has any underwriter yet expressed
interest in such an offering, and there can be no assurance that an underwriter
can be found on terms acceptable to the Company. In the absence of such
financing, the Company may be unable to put its plans into effect.

9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 1999, the Company had $5,220 of assets, and $3,680 of
liabilities including cash or cash equivalents amounting to $ 5,219.

For the period from July 13, 1998, date of inception, to January 31, 1999,
the Company incurred the following expenses.

Audit and accounting (i) $ 3,220
Bank charges 69
Foreign exchange losses 235
Geological report 500
Legal 2,500
Office and miscellaneous 12
Photocopying and printing 754
Property assessment work (cash-in-lieu) 1,833
Rent (ii) 500
Transfer agent's fees 3,207
------
Total expenses from inception to January 31, 1999 $12,180
======
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(i) Included in auditing and accounting expenses is a charge for accounting
services performed by the Secretary Treasurer in the amount of $500. No
actual fee was paid for this service. The liability was credited as
capital contribution to Capital in Excess of Par Value.

(ii) The Company has given a fair value to the preparation of the geological
report of $500.

(iii) Rent expense was estimated at $500, being deemed the fair value, for the
Company using the office premises of its President. This office premises
is used by the President for other business concerns he is associated with
and no rent was actually paid. The rental charge was credited as capital
contribution to Capital in Excess of Par Value.

A detailed analysis of expenses incurred from inception to January 31,
1999 are as follows:

AUDITING AND ACCOUNTING

The Company engaged its auditor to render an opinion on financial
statements as at October 31, 1998, which were filed with a Form 15C-211, and as
at January 31, 1999 which are hereby attached to this Form 10SB. The October 31,
1998 audited financial statement has a cost of $1,500 whereas the January 31,
1999 audited financial statement has a cost of $1,200. As noted above, the
Secretary Treasurer of the Company prepared certain working papers for
submission to the Company's auditor and a deemed fair market value was assigned
to this service; being $500.

10
<PAGE>

BANK CHARGES

Bank charges and interest represents the monthly charge by the Toronto
Dominion Bank for service charges and monthly fixed charges.

FOREIGN EXCHANGE LOSSES

Foreign exchange losses represent losses incurred in transferring funds
from the Company's Canadian bank account to its United States bank account, both
at the Toronto Dominion Bank.

GEOLOGICAL REPORT

The Company has given a fair value to the preparation of the geological
report on the Fame properties at $500. This amount has been expensed with an
offset credit to contributed capital under Capital in Excess of Par Value. A
copy of this geological report is attached to this Form 10-SB.

LEGAL

The Company incurred legal costs in obtaining a legal opinion on the
marketability of its shares. This letter was filed with the NASD as an
attachment to the Form 15C-211.

OFFICE AND MISCELLANEOUS

Office and miscellaneous represents the purchase of stamps for various
mailings.

PHOTOCOPY AND PRINTING

Photocopy and printing represents the cost incurred in preparing various
documents for submission to the NASD including, but not limited to, the Form
15C-211, Offering Memorandum, copies of all subscription agreements and checks
from subscribers, the Form 10SB for submission to the SEC and printing of
securities subscription agreements for signature of the Company's various
shareholders.

PROPERTY ASSESSMENT WORK (CASH-IN-LIEU)

The Company did not undertake an exploration program on its Fame
properties during 1998. Instead, it decided to pay the required amount due for
assessment work in cash. The money was paid by the President of the Company
personally and is shown as a liability as at January 31, 1999. The Company has
not reimbursed its President to date for this expenditure.

RENT

As mentioned above, the Company uses the office premises of its President
at no cost to itself. As required under SEC Staff Accounting Bulletin 1:B.1 and
5:T the fair market value of the use of the office has been estimated at $500,
including telephone and other office expenses. This amount has been expensed as
at January 31, 1999 with an offsetting credit to capital contribution as shown
under Capital in Excess of Par Value.

11
<PAGE>

Transfer agent's fees

Transfer agent's fees comprises the folowing:

Incorporation costs of the Company $ 670
Annual transfer agent fee charges 1,200
Revision to Sixy Day Notice of Directors 85
Printing of share certificates 1,252
------
$3,207
=======

The Company has no contractual obligations for either lease premises,
employment agreements or work commitments on the Fame properties and has made no
commitments to acquire any asset of any nature.

Operational and administrative expenses of the Company for 1999 are
projected to be approximately $30,000 for exploration work on the Fame
properties and $10,000 for general and administrative expenses. The majority of
the general and administrative expenses relate to filing costs, transfer agents
fees and audit and accounting.

Management does not believe the Company's operations have been materially
affected by inflation.

ITEM 3. DESCRIPTION OF PROPERTY

The Fame properties are located near the former town of Anyox, British
Columbia between Observation Inlet, at the head of Alice Arm, and the other side
of the ground near the "Alaskan Panhandle".

The Fame properties are approximately 145 kilometers or 90 miles south east
of Prince Rupert and 25 km from Kitsault. The property is approximately 850
air-kilometers north of Vancouver, British Columbia, Canada.

The Fame properties include the following two mineral claims: Fame 1, under
tenure number 359,391, comprises 125 gross ha and 70 net ha (being 175 areas);
Fame 2, under tenure number 359,392, comprises 500 gross ha and 400 net ha
(being 400 areas). Both these mineral claims are in good standing until
September 25, 1999.

Mapping and surface geology on some of the claims is greatly facilitated by
the lack of dense primary forest cover. This is due to a number of forest fires
that have passed through the area and to the effect of smelter smoke from early
operations. The mineral claims can be located on Map 103P/5 and P12 issued by
the British Columbia Ministry of Energy, Mines and Petroleum Resources for the
Skeena Mining Division.

OFFICES

The Company's executive offices are located at 2453 Philips Place, Burnaby,
British Columbia, Canada. The office is located in the personal residence of the
President of the Company. As required under SEC Staff Accounting Bulletin 1:B.1
and 5:T, the fair value for use of the office has been estimated at $500,
including telephone and other office expenses. This amount is shown in expenses
with a related credit contribution under Capital in Excess of Par Value in the
financial statements attached hereto.

OTHER PROPERTY

The Company does not own any other property other than the rights to the
minerals located on the Fame properties.

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of January 31,
1999.

<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common Carsten Mide 4,000,000 39.89%
Shares 2453 Philips Place
Burnaby, British Columbia
Canada, V5A 2W1
</TABLE>

(1) As of January 31, 1999, there were 10,028,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.

(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of January 31, 1999.

<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common Carsten Mide 4,000,000 (3) 39.89%
Shares 2453 Philips Place
Burnaby, British Columbia
Canada, V5A 2W1

Common Philip Yee NIL 0.00%
Shares 2652 Dundas Street
Vancouver, British Columbia
Canada, T5J 1N3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common Mary M. Hethey 3,700 (4) *
Shares 397 Ventura Crescent
North Vancouver, B.C.
Canada, V7N 3G7

All officers and directors as a 4,003,700 39.92%
group (three persons)

</TABLE>

* Indicates less than 1%.

(1) As of January 31, 1999, there were 10,028,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.

(3) Mr. Mide is President of the Company and controlling shareholder. This
stock is restricted since it was issued in compliance with the exemption
form registration provided by Section 4 (2) of the Securities Act of 1933,
as amended. After this stock has been held for one (1) year, Mr. Mide could
sell 1% of the outstanding stock every three months. Therefore, this stock
cannot be sold except in compliance with the provisions of Rule 144.

(4) The two sons of Mary Hethey purchased 3,700 shares at a price of $0.10 per
share. This stock has been restricted and the appropriate ledge affixed
thereto since the two acquiring shareholders live in the same residence as
she does.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies the Company's directors and executive
officers as of January 31, 1999. Directors are elected at the Company's annual
meeting of stockholders and hold office until their successors are elected and
qualified. The Company's officers are appointed annually by the Board of
Directors and serve at the pleasure of the Board.

Term as
Director
Name Position Held Expires
---- ------------- -------
Carsten Mide President and Director 1999
Philip Yee Director 1999
Mary M. Hethey Secretary and Treasurer --

Carsten Mide, 54, the Company's founder, has been President and Director of
the Company since its inception. Mr. Mide has been in the property development
business for the past thirty three years and in residential home building for
the past 28 years. His is currently a director and officer of several private
companies as follows:

12
<PAGE>

<TABLE>
<CAPTION>
Number of
Business of Executive Years being Jurisdiction of
Name of Company the Company Position Involved Incorporation
--------------- ----------- -------- -------- -------------
<S> <C> <C> <C> <C>
Mide Developments Ltd. Property development President and 33 British Columbia,
Director Canada

Mide Holdings Ltd. Residential home President and 28 British Columbia,
construction Director Canada

Dunbarton Properties Ltd. Property development President and 10 British Columbia,
Director Canada

Zarcan Minerals Inc. (*) Mineral exploration Vice-President 1.5 British Columbia,
and Director Canada

Alta Sierra Resources Inc. Mineral exploration President and 1.5 Alberta, Canada
Director

Five Star International Mineral exploration President and 1.5 Alberta, Canada
Resources Inc. Director
</TABLE>

(*) It is anticipated that Zarcan Minerals Inc. will seek a listing on the
Vancouver Stock Exchange within the near future.

Mr. Mide has not been involved in any public company either in Canada or
the United States and has not been associated with any OTC Bulletin Board
company to date.

Philip Yee, 36, Director of the Company, was born in Vancouver, British
Columbia. Having graduated from high school he attended the University of
British Columbia and graduated with a Bachelor of Commence degree in 1986 before
attending City University where be obtained a Masters of Business degree in
1989. In 1991 he became a member of the Institute of Certified General
Accountants of British Columbia. In 1996 he obtained his degree as a Certified
Public Accountant from the Washington State Board of Accountants and
subsequently became a member of the Institute of Internal Auditors. During his
entire educational period, Mr. Yee worked for various private companies and one
public company as follows:

<TABLE>
<CAPTION>
Years of
Name of Company Type of Business Employment Position Location
--------------- ---------------- ---------- -------- --------
<S> <C> <C> <C> <C>
Augusta Corporation Mineral 1997 - 1999 Controller Vancouver, B.C.
exploration Canada

Can-Chi Group of Venture capital 1992 - 1997 Accountant Vancouver, B.C.
Companies Canada

Canadian Connection Investments in 1990 - 1992 Accountant Vancouver, B.C.
Group futures Canada
</TABLE>

<PAGE>

Mr. Yee has not been an officer or director of a public company other than
Sweetbrier Corporation; a corporation listed on the OTC Bulletin Board presently
under the name of Dippy Foods Inc. Mr. Yee is no longer a director and officer
of that company and is not a director or officer of any other OTC Bulletin Board
company other than if the Company becomes a quoted company.

Mary Hethey, 49, was born in Galt, Ontario, Canada. She was educated at the
University of Toronto where she obtained a Bachelor of Arts degree in honors
Economics and Mathematics. Subsequent to graduation she was employed with
Burrows Business Machines as a computer programmer during 1974 and 1975 in
Vancouver, British Columbia. Subsequently she became a student in accounting and
articled with Clarkson Gordon (1975-1978) and Collins Burrows (1978 - 1980). In
1979 she obtained her degree as a Chartered Accountant. During the last five
years she has been employed as follows:

<TABLE>
<CAPTION>
Years of
Name of Company Type of Business Employment Position Location
--------------- ---------------- ---------- -------- --------
<S> <C> <C> <C> <C>
North Shore Credit Union Bankers 1997 - 1998 Accountant Vancouver, Canada

Self-employed accountant Consulting 1993 - 1997 Accountant Vancouver, Canada

Harvey Hill, Chartered Professional 1990 - 1993 Accountant West Vancouver, Canada
Accountant Accountant
</TABLE>

Mrs. Hethey was the Secretary Treasurer of Goldking Resources Inc., a
company listed on the OTC Bulletin Board but is no longer in that position. Nine
years ago she was a director and officer of Arthurian Resources Inc. and a
director of Creative Products Inc.; both companies formerly listed on the
Vancouver Stock Exchange.

None of the Directors or Executive Officers work full time for the Company,
but intend to devote such time as their responsibilities require. None of the
Company's Directors are currently directors of other companies registered under
the Securities Act of 1934.

There are no family relationships between the directors, executive officers
or with any person under consideration for nomination as a director or
appointment as an executive officer of the Company.

ITEM 6. EXECUTIVE COMPENSATION

None of the Company's executive officers have received compensation since
the Company's inception.

The following table sets forth compensation paid or accrued by the Company
during the period ended January 31, 1999 to the Company's President and shows
compensation paid to any other officers or directors.

14
<PAGE>
SUMMARY COMPENSATION TABLE (1998)

<TABLE>
<CAPTION>
Long Term Compensation (US Dollars)
-----------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Carsten Mide, 1998 -0- -0- -0- -0- -0- -0-
President

Philip Yee, 1998 -0- -0- -0- -0- -0- -0-
Director

Mary Hethey, 1998 -0- -0- -0- -0- -0- -0-
Secretary and
Treasurer
</TABLE>

There has been no compensation given to any of the Directors or Officers during
1999. There are no stock options outstanding as at January 31, 1999 and no
options have been granted in 1999, but it is contemplated that the Company may
issue stock options in the future to officers, directors, advisers and future
employees.

COMPENSATION OF DIRECTORS

Members of the Board of Directors do not receive cash compensation for
their services as Directors. The Company has accrued $500 as the fair value for
services rendered by the Company's Secretary Treasurer. This amount has been
expensed as at January 31, 1999 with an offsetting entry to capital contribution
under Capital in Excess of Par Value. Directors are not presently reimbursed for
expenses incurred in attending Board meetings.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 18, 1998, the Company issued 4,000,000 shares of its common
stock to Carsten Mide in consideration of his services in organizing the
Company. The terms of this transaction were determined by the Board of Directors
at the time there were no other stockholders. This stock is restricted since it
was issued in compliance with the exemption form registration provided by
Section 4 (2) of the Securities Act of 1933, as amended. After this stock has
been held for one (1) year, Mr. Mide could sell in a given three month period
shares based on 1% of the outstanding stock of the Company. Therefore, this
stock cannot be sold except in compliance with the provisions of Rule 144. The
share certificate registered in the name of Mr. Mide has a legend affixed to it
restricting its sale.

On October 21, 1998, the Company sold and issued 3,700 shares of the common
stock to the two sons of Mary Hethey, Secretary and Treasurer of the Company.
These shares were subscribed for under an Offering Memorandum dated September
20, 1998. Since Mrs. Hethey is an executive officer of the Company the terms of
such transaction cannot be determined to have been negotiated at arms length
even though the shares were subscribed under an Offering Memorandum and approved
by the Board of Directors. The two sons of Mary Hethey purchased

15
<PAGE>

3,700 shares at a price of $0.10 per share. This stock has been restricted and
the appropriate ledge affixed thereto since the two acquiring shareholders live
in the same residence as she does.

The Fame properties were purchased from the Company's President, Carsten
Mide, on September 18, 1998 for the sum of $1.00. Until such time as the Company
obtains a Free Miner's License in its own name the Fame properties will be held
in trust for the benefit of the Company by Carsten Mide.

Certain parties interested in the Company's success have contributed and
continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement. The Company has estimated a fair value of
$500 for rent as required by SEC Staff Accounting Bulletin 1:B.1 and 5:T which
sum also includes an estimate for telephone and other expenses. The sum of $500
has been expensed with an offsetting entry to contributing capital.

The directors of the Company are directors, officers, stockholders and
employees of other companies engaged in the mining industry, and conflicts of
interest may arise between their duties as directors of the Company and as
directors and officers of other companies. Mr. Mide is Vice-President and
Director of Zarcan Minerals Inc., a company exploring for precious metal in
Brazil; President and Director of Alta Sierra Resources Inc., a company holding
mineral claims in British Columbia; and President and Director of Five Star
International Resources Inc., a company holding mineral claims in the Anyox area
of British Columbia. Mr. Yee is the Controller of Augusta Corporation, a public
listed company with subsidiaries holding various mineral claims throughout the
world.

ITEM 8. DESCRIPTION OF SECURITIES

The Company's articles of incorporation currently provide that the Company
is authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at January 31, 1999, 10,028,500 shares were outstanding.

COMMON STOCK

Each holder of record of the Company's common stock is entitled to one vote
per share in the election of the Company's directors and all other matters
submitted to the Company's stockholders for a vote. Holders of the Company's
common stock are also entitled to share ratably in all dividends when, as, and
if declared by the Company's Board of Directors from funds legally available
therefor, and to share ratably in all assets available for distribution to the
Company's stockholders upon liquidation or dissolution, subject in both cases to
any preference that may be applicable to any outstanding preferred stock. There
are no preemptive rights to subscribe to any of the Company's securities, and no
conversion rights or sinking fund provisions applicable to the common stock.

Neither the Company's articles of incorporation nor its bylaws provide for
cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.

<PAGE>

OPTIONS OUTSTANDING

There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.

<PAGE>

PART 11

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's stock is not presently traded or listed on any public market.
The Company has made a submission through its market maker Robert Hurd, J.
Alexander Securities, Inc., 523 West Sixth Street, Suite 606, Los Angeles,
California, 90014-1101. To date the Company has responded to all deficiencies to
its Form 15c-211 indicated by NASD Regulations, Inc. Upon effectiveness of the
Company's registration statement under the Securities Exchange Act of 1934, it
is anticipated one or more broker dealers may make a market in its securities
over the counter, with quotations carried on the National Association of
Securities Dealers, Inc.'s "OTC Bulletin Board".

HOLDERS

The approximate number of record holders of the Company's common stock as
at April 30, 1999 is 39.

DIVIDENDS

The Company has never paid cash dividends on its common stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and expansion of its business.

TRANSFER AGENT

The Company's transfer agent is Nevada Agency & Trust Co., 50 West Liberty
Street, Suite 880, Reno, Nevada, 89501.

ITEM 2. LEGAL PROCEEDINGS

There are no legal proceedings to which the Company is a party or to which
its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.

ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

From inception to date, the Company's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to October 31, 1998 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.

18
<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

From inception through to December 31, 1998, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):

(i) Subscription of 4,000,000 shares by the President of the Company

On September 18, 1998 the Company issued to its President, Carsten Mide,
4,000,000 common shares at a price of $0.001 per share. This stock is restricted
since it was issued in compliance with the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended. After this stock has
been held for one year, Carsten Mide could sell within a three month period
shares based on 1% of the outstanding stock in the Company. Therefore, this
stock can be sold after the expiration of one year in compliance with the
provisions of Rule 144. There are "stop transfer" instructions placed against
this certificate and a legend has been imprinted on the stock certificate
itself.

(ii) Subscription for 6,000,000 shares at $0.001 per share

On September 18, 1998, the Company accepted subscriptions from six
corporate investors in the amount of 6,000,000 shares at a price of $0.001 per
share. Rule 504 exemption was claimed for the 6,000,000 shares. Forms D were
filed with the United States Securities and Exchange Commission. This stock can
be traded without restrictions. None are related to the directors or officers or
each other. All the shareholders live outside the United States.

(iii) Subscription for 28,500 shares at $0.10 per share

The Company accepted subscriptions from 26 individual shareholders who
purchased 28,500 common shares at a price of $0.10 per share under an Offering
Memorandum dated September 20, 1998. Rule 504 exemption was claimed and Forms D
were filed with the United States Securities and Exchange Commission. This stock
can be traded without restrictions provided persons owing less than 5% of the
outstanding stock do so. The exception to this is that 3,700 shares were sold to
members of an officer's family who live in the same residence as the officer.
The 3,700 shares are restricted since they were issued in compliance with the
exemption from registration by Section 4(2) of the Securities Act of 1933, as
amended. After the 3,700 shares have been held for one year, these two
shareholders can sell within a given three month period shares based on 1% of
the outstanding stock in the Company. Therefore, this stock cannot be sold until
the expiration of one (1) year in compliance with the provisions of Rule 144.
All the shareholders subscribing for shares under the Offering Memorandum dated
September 20, 1998 are located outside of the United States and none are US
citizens.

19
<PAGE>

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.751 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust, or other enterprise. The Company's bylaws provide that such person shall
be indemnified and held harmless to the fullest extent permitted by Nevada law.

Nevada law permits the Company to advance expenses in connection with
defending any such proceedings, provided that the indemnitee undertakes to repay
any such advances if it is later determined that such person was not entitled to
be indemnified by the Company. The Company's bylaws require that the Company
advance such funds upon receipt of such an undertaking with respect to
repayment.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such act, and is
therefore unenforceable.

<PAGE>

PART F/S

FINANCIAL STATEMENTS

The following financial statements are filed with this Form 10-SB:

Page
----

Report of Independent Certified Public Accountants 24
Financial Statements of Anyox Resources Inc.
Balance Sheet as at January 31, 1999 25
Statement of Operations for the Period from July 13, 1998 (Date
of Inception) to January 31, 1999 26
Statement of Cash Flows for the Period from July 13, 1998 (Date
of Inception) to January 31, 1999 27
Statement of Changes in Stockholders' Equity for the Period from
July 13, 1998 (Date of Inception) to January 31, 1999 28

Notes to Financial Statements 29

<PAGE>

ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Salt Lake City, Utah, 84106
Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com

Board of Directors
Anyox Resources, Inc.
Vancouver B. C. Canada 941

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Anyox Resources, Inc. (a
development stage company) at January 31, 1999, and the statement of operations,
stockholders' equity, and cash flows for the period from July 13, 1998 (date of
'inception) to January 31, 1999. 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 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 financial position of Anyox Resources, Inc. at
January 31, 1999, and the results of operations, and cash flows for the period
from July 13, 1998 (date of inception) to January 31, 1999, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 . These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
March 10, 1999

A member of ACF International with affiliated offices worldwide

<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 1999

================================================================================

ASSETS

CURRENT ASSETS
Cash $ 5,219
--------

Total Current Assets 5,219
--------

OTHER ASSETS
Mineral lease - Note 3 1
--------

$ 5,220
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable-related party $ 1,833
--------
Accounts payable 1,847
--------

Total Current Liabilities 3,680
--------

STOCKHOLDERS' EQUITY

Common stock
200,000,000 shares authorized, at $0.001 par
value; 10,028,500 shares issued and outstanding 10,029

Capital in excess of par value 4,321

Deficit accumulated during the development stage (12,810)
--------

Total Stockholders' Equity 1,540
--------

$ 5,220
========
</TABLE>

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

<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 13, 1998
(DATE OF INCEPTION) TO JANUARY 31, 1999

================================================================================

SALES $ --

EXPENSES 12,810
------------

NET LOSS $ (12,810)
============

NET LOSS PER COMMON SHARE
Basic $ (.001)
============

AVERAGE OUTSTANDING SHARES
Basic 10,028,500
============

</TABLE>

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

24
<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 13, 1998
(DATE OF INCEPTION) TO JANUARY 31, 1999

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $(12,810)

Adjustments to reconcile net loss to
net cash provided by operating
activities:

Change in accounts payable 3,680
--------
Capital contributions -- expenses 1,500
--------
Net Cash From Operations (7,630)
========

CASH FLOWS FROM INVESTING
ACTIVITIES:

Purchase of mineral lease (1)
--------

CASH FLOWS FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock 12,850
--------

Net Increase in Cash 5,219

Cash at Beginning of Period --
--------

Cash at End of Period $ 5,219
========
</TABLE>

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

<PAGE>

ANYOX RESOURCES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 3,1998 (DATE OF INCEPTION)
TO JANUARY 31, 1999

================================================================================

COMMON STOCK CAPITAL IN
------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE JULY 13, 1998 (date of inception) -- $ -- $ -- $ --

Issuance of common stock for cash
at $.001 - September 18, 1998 10,000,000 10,000 -- --

Issuance of common stock for cash
at $.10- October 2l, 1998 28,500 29 2,821 --

Capital contributions-expenses -- -- 1,500 --
---------- ---------- ---------- ----------

Net operating loss for the period from
July 13, 1998 to January 31, 1999 -- -- -- (12,810)
---------- ---------- ---------- ----------

BALANCE JANUARY 31, 1999 10,028,500 $ 10,029 $ 4,321 $ (12,810)
========== ========== ========== ==========

</TABLE>

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

<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS

================================================================================

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on July 13,
1998 with authorized common stock of 200,000,000 shares at $0.001 par value.

The Company was organized for the purpose of acquiring and developing mineral
properties.

The Company is in the development stage.

Since its inception the Company has completed two Regulation D offerings of
6,028,500 shares of its capital stock for cash.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting, Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company has elected a fiscal year ending June 30 and has not completed an
operating period and therefore has not filed an income tax return.

Earning (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.

27
<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

================================================================================

Foreign Currency Translation

The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.

Amortization of Capitalized Mineral Lease Costs

The Company will use the successful efforts method to amortize the capitalized
costs of any mineral leases it acquires, which provides for capitalizing the
purchase price of the project and the additional costs directly related to
proving the properties, and amortizing these amounts over the life of the
mineral deposit. All other costs will be expensed as incured. Unamortized
capitalized costs will be expensed if the property is shown to have an
impairment in value or proven to be of no value.

Environment Requirements

At the report date environmental requirements relating to mineral leases
acquired (Note 3) are unknown and therefore any estimate of any future cost
cannot be made.

Financial Instruments

The carrying amounts of financial instruments, including cash, mineral leases,
and accounts payable, are considered by management to be their estimated fair
values. These values are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

3. PURCHASE OF MINERAL LEASES

The Company acquired mineral leases for $1.00 from a related party, known as
Fame #1 and #2, located near the former town site of Anyox, British Columbia,
Canada, with an expiration date of September 25, 1999. A geological study has
been completed by the predecessor, which was expensed, and therefore the
predecessor cost is considered to be $1.

28
<PAGE>

ANYOX RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)

================================================================================

4. RELATED PARTY TRANSACTIONS

Related parties have acquired 40% of the common stock issued for cash.

See note 3 regarding purchase of mineral leases from a related party.

The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.

5. GOING CONCERN

The Company will need additional working capital to be successful in its efforts
to develop the mineral leases acquired and therfore continuation of the Company
as a going concern is dependent upon obtaining additional working capital and
the management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate in the future.

Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.

<PAGE>

PART 111

ITEM 1. INDEX TO EXHIBITS

EXHIBIT
NO.
- -------

(2) Charter and By-Laws
(a) Articles of Incorporation of Anyox Resources Inc. filed July 13, 1998
(filed herewith, page 34)
(b) Bylaws (filed herewith, page 38)

(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith, page 50)

(5) Voting Trust Agreements
None

(6) Material Contracts
(a) Not Made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between Registrant and
Nevada Agency & Trust Co., dated August 3, 1998 (filed herewith,
page 51)

(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent certified
public accountants (filed herewith, page 55)

(11) Statement re computation of per share earnings
Not applicable

(16) Letter of change in certifying accountant
Not applicable

(21) Subsidiaries of the Registrant
Not applicable

(24) Power of Attorney
Note

(99) Addition Exhibits
(a) Summary Report - Fame #1 and Fame #2 Mineral Claims prepared by Bakker
Geological Consulting dated August 19, 1998 (filed herewith, page 56)

ITEM 2. DESCRIPTIONS OF EXHIBITS

[Attached, pages 34 through 82]

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

ANYOX RESOURCES INC.
(Registrant)

by /s/ CARSTEN MIDE
-----------------------
Carsten Mide, President

Dated: April 30, 1999

ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF

ANYOX RESOURCES INC.

* * * * *

The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the State of Nevada relating to private corporations, hereby adopts the
following Articles of Incorporation:

ARTICLE ONE. [NAME]. The name of the corporation is:

ANYOX RESOURCES INC.

ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process is
Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.

ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:

1. [OMNIBUS] . To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations organized
pursuant to the laws under which the corporation is organized and any and
all acts amendatory thereof and supplemental thereto.

11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such state,
territory, or foreign country, and to have and maintain in any state,
territory, or foreign country a business office, plant, store or other
facility.

111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified herein
shall be construed both as purposes and powers and shall be in no wise
limited or restricted by reference to, or inference from, the terms of any
other clause in this or any other article, but the purposes and powers
specified in each of the clauses herein shall be regarded as independent
purposes and powers, and the enumeration of specific purposes and powers
shall not be construed to limit or restrict in any manner the meaning of
general terms or of the general powers of the

39
<PAGE>

corporation; nor shall the expression of one thing be deemed to exclude
another, although it be of like nature not expressed.

ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common Capital Shares,
PAR VALUE ONE MILL ($0.001) per share for a total capitalization OF TWO HUNDRED
THOUSAND DOLLARS ($200,000).

The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.

The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.

The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.

ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be governed
by a Board of Directors of no more than eight (8) nor less than one (1) person.
The names and addresses of the first Board of Director are:

NAME ADDRESS

Carsten Mide 2453 Philips Place
Burnaby, British Columbia
Canada VSA 2WI

Ted Reimchen 1702 - 1166 Alberni Street
Vancouver, British Columbia
Canada V6E BZ3

Michael Laidlaw 1022 - 470 Granville Street
Vancouver, British Columbia
Canada V6C IV5

ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the corporation,
after the amount of the subscription price or par value has been paid in, shall
not be subject to pay debts of the corporation, and no paid up stock and no
stock issued as fully paid up shall ever be assessable or assessed.

<PAGE>

ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator of
the corporation is as follows:

NAME ADDRESS
- ---- -------

Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501

ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.

ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall be
adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.

ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of stockholders shall be
held at such place within or without the State of Nevada as may be provided by
the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the recordholder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholdershaving at
least a majority of the voting power.

ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.

<PAGE>

ARTICLE.TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.

IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed her
signature at Reno, Nevada this 10th day of July, 1998.

by /s/ "Amanda Cardinalli"
-----------------------
AMANDA CARDINALLI

STATE OF NEVADA }
: SS.
COUNTY OF WASHOE }

On the l0th day of July, 1998, before me, the undersigned, a NOTARY PUBLIC
in and for the State of Nevada, personally appeared AMANDA CARDINALLI, known to
me to be the person described in and who executed the foregoing instrument, and
who acknowledged to me that she executed the same freely and voluntarily for the
uses and purposes therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

by /s/ "Margaret Oliver"
----------------------
NOTARY PUBLIC

Residing in Reno, Nevada
My Commission Expires:
October 10, 1998

BY LAWS
EXHIBIT NO. 2 (B)
OF

ANYOX RESOURCES INC.

A NEVADA CORPORATION

ARTICLE I

OFFICES

SECTION 1. The registered office of this corporation shall be in the City of
Reno, State of Nevada.

SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

SECTION 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.

SECTION 2. Annual meetings of the stockholders shall be held on the anniversary
date of incorporation each year if not a legal holiday and, and if a legal
holiday, then on the next secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which the stockholders shall
elect by vote a Board of Directors and transact such other business as may
properly be brought before the meeting.

SECTION 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President or the Secretary, by resolution of the Board of
Directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 4. Notices of meetings shall be in writing and signed by the President
or Vice-President or the Secretary or an Assistant Secretary or by such other
person or persons as the Directors shall designate. Such notice shall state the
purpose or purposes

43
<PAGE>

for which the meeting is called and the time and the place, which may be within
or without this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal delivery
of any such notice to an officer of the corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of stock
after delivery of such notice of and prior to the holding of the meeting, it
shall not be necessary to deliver or mail such notice of the meeting to the
transferee.

SECTION 5. Business transactions at any special meeting of stockholders shall be
limited to the purpose stated in the notice.

SECTION 6. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

SECTION 7. When a quorum is present or represented at any meeting, the vote of
the holders of 10% of the stock having voting power present in person or
represented by proxy shall be sufficient to elect Directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.

SECTION 8. Each stockholder of record of the corporation shall be entitled at
each meeting of the stockholders to one vote for each share standing in his name
on the books of the corporation. Upon the demand of any stockholder, the vote
for Directors and the vote upon any question before the meeting shall be by
ballot.

SECTION 9. At any meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all the powers
conferred by such written

<PAGE>

instruction upon all of the persons so designated unless the instrument shall
otherwise provide. No proxy or power of attorney to vote shall be voted at a
meeting of the stockholders unless it shall have been filed with the Secretary
of the meeting when required by the inspectors of election. All questions
regarding the qualifications of voters, the validity of proxies and the
acceptance of or rejection of votes shall be decided by the inspectors of
election who shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer at the meeting.

SECTION 10. Any action which may be taken by the vote of the stockholders at a
meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.

ARTICLE 3

DIRECTORS

SECTION 1. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.

SECTION 2. The number of Directors which shall constitute the whole board shall
be riot less than one and not more than eight. The number of Directors may from
time to time be increased or decreased to not less than one nor more than eight
by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this
Article, each Director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.

Section 3. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the
stockholders.

A vacancy or vacancies on the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any Director, or if the authorized
number of Directors be increased, or if the stockholders fail at any annual or
special meeting of

<PAGE>

stockholders at which any Director or Directors are elected to elect the full
authorized number of Directors to be voted for at that meeting.

The stockholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. If the Board of Directors
accepts the resignation of a Director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective

No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.

ARTICLE 4

MEETING OF THE BOARD OF DIRECTORS

SECTION 1. Regular meetings of the Board of Directors shall be held at any place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.

SECTION 2. The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the meeting of stockholders and at
the place thereof. No notice of such meeting shall be necessary to the Directors
in order legally to constitute the meeting, provided a quorum be present. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.

SECTION 3. Regular meetings of the Board of Directors may be held without call
or notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.

SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman or the President or by the Vice-President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered or taxed, it shall be
so delivered or taxed at least twenty-four (24) hours prior to the time of the
holding of the

<PAGE>

meeting. Such mailing, telegraphing, delivery or taxing as above provided shall
be due, legal and personal notice of such Director.

SECTION 5. Notice of the time and place of holding an adjourned meeting need not
be given to the absent Directors if the time and place be fixed at the meeting
adjourned.

SECTION 6. The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of holding such meeting, or approvals of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

SECTION 7. The majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number be
required by law or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record thereof, if assented
to in writing by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.

SECTION 8. A quorum of the Directors may adjourn any Directors meeting to meet
again at stated day and hour; provided, however, that in the absence of a
quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.

ARTICLE 5

COMMITTEES OF DIRECTORS

SECTION 1. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of two or more of the Directors of the corporation
which, to the extent provided in the resolution, shall and may exercise the
power of the Board of Directors in the management of the business and affairs of
the corporation and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of

<PAGE>

such committees, a majority of the members or alternate members at any meeting
at which there is a quorum shall be the act of the committee.

SECTION 2. The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.

SECTION 3. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a written consent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

ARTICLE 6

COMPENSATION OF DIRECTORS

SECTION 1. The Directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.

ARTICLE 7

NOTICES

SECTION 1. Notices to Directors and stockholders shall be in writing and
delivered personally or mailed to the Directors or stockholders at their
addresses appearing on the books of the corporation. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.

SECTION 2. Whenever all parties entitled to vote at any meeting, whether of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting or oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or

<PAGE>

approval of stockholders may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.

SECTION 3. Whenever any notice whatever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE 8

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any person may
hold two or more offices.

SECTION 2. The Board of Directors at its first meeting after each annual meeting
of stockholders shall choose a Chairman of the Board who shall be a Director,
and shall choose a President, a Secretary and a Treasurer, none of whom need be
Directors.

SECTION 3. The Board of Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

SECTION 4. The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.

SECTION 5. The officers of the corporation shall hold office at the pleasure of
the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.

SECTION 6. The CHAIRMAN OF THE BOARD shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability of the Chairman
of the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform other such duties as the Board of Directors may from
time to time prescribe.

<PAGE>

SECTION 8. The PRESIDENT shall be the chief executive officer of the corporation
and shall have active management of the business of the corporation. He shall
execute on behalf of the corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
corporation.

SECTION 9. The VICE-PRESIDENTS shall act under the direction of the President
and in absence or disability of the President shall perform the duties and
exercise the powers of the President. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate one or more Executive
Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.

SECTION 10. The SECRETARY shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and will perform
other such duties as may be prescribed by the President or the Board of
Directors.

SECTION 11. The ASSISTANT SECRETARIES shall act under the direction of the
President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform other such duties and have such other powers as the President and
the Board of Directors may from time to time prescribe.

SECTION 12. The TREASURER shall act under the direction of the President.
Section Subject to the direction of the President he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all money and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

<PAGE>

SECTION 13. The ASSISTANT TREASURERS in order of their seniority, unless
otherwise determined by the President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

ARTICLE 9

CERTIFICATES OF STOCK

SECTION 1. Every stockholder shall be entitled to have a certificate signed by
the President or a Vice- President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more that one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.

SECTION 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

SECTION 3. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duty endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation

51
<PAGE>

regarding transfer and ownership of shares have been compiled with, to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less than ten (IO) days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date of the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote as such meeting, or any adjournment thereof,
or to receive such payment of dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed as aforesaid.

SECTION 6. The corporation shall be entitled to recognize the person registered
on its books as the owner of the share to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claims to or interest in such shares or
shares on the part of any -other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 10

GENERAL PROVISIONS

SECTION 1. Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

SECTION 3. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

<PAGE>

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.

SECTION 5. The corporation may or may not have a corporate seal, as may be from
time to time determined by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 11

INDEMNIFICATION

Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.

<PAGE>

The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.

ARTICLE 12

AMENDMENTS

SECTION 1. The Bylaws may be amended by a majority vote of all the stock issued
and outstanding and entitled to vote at any annual or special meeting of the
stockholders, provided notice of intention to amend shall have been contained in
the notice of the meeting.

SECTION 2. The Board of Directors by a majority vote of the whole Board at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify particulars of the Bylaws
which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED JULY 13,1998.

CERTIFICATE OF THE SECRETARY

I, Mary Hethey, hereby certify that I am the Secretary of ANYOX RESOURCES INC.,
and the foregoing Bylaws, consisting of 8 pages, constitute the code of Bylaws
of this company as duly adopted at a regular meeting of the Board of Directors
of the corporation held on July 13, 1998.

IN WITNESS WHEREOF, I have hereunto subscribed my name on July 13, 1998.

/s/ "Mary M. Hethey
- ---------------------
Secretary

EXHIBIT 3(A)

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SPECIMEN STOCK CERTIFICATES

NUMBER CUSIP NO. 037350 10 5
SHARES

ANYOX
RESOURCES, INC.

Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

-Shares of ANYOX RESOURCES, INC. Common Stock -

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

Witness the facsimile seal of the Corporation and the facsimile of its duly
authorized officers.

Dated:

--------------------------------------
President

--------------------------------------
Secretary

Not valid unless countersigned by transfer agent

Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501

By
--------------------------
Authorized Signature

EXHIBIT 6(A)(I)

TRANSFER AGENT AND REGISITRAR AGREEMENT

THIS AGREEMENT made and entered into this 3rd day of August, 1998, by and
between:

NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and

ANYOX RESOURCES, INC., 1075 West Georgia Street, Suite #250, Vancouver, B.C. V6E
3C9, a Nevada corporation, hereinafter called "COMPANY."

NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:

1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 3rd day of August, 1998.

2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER Agent
in this regard.

3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate number of
stock certificates to handle the COMPANY'S transfers oil a current basis. Upon
receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish additional
stock certificates as TRANSFER AGENT deems necessary considering the volume of
transfers. The stork certificates shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.

4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the COMPANY'S
transfers, record the same, and maintain a ledger, together with a file
containing all correspondence relating to said transfers, which records shall be
kept confidential and be available to the COMPANY and its Board of Directors, or
to any person specifically authorized by the Board of Directors to review the
records which shall be made available by TRANSFER AGENT during the regular
business hours.

<PAGE>

5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.

7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Fifteen and No/100
dollars ($15,OO) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.

8. [ANNUAL FEE] The COMPANY agaves to pay the TRANSFER AGENT an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of July of each year and is subject to annual review.

9. [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.

I0. [COMPANY STA'I'US] The COMPANY will promptly advise the TRANSFER AGENT
of any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status

<PAGE>

with the Securities and Exchange Commission, or any state entity, and to hold
the, TRANSFER AGENT harmless from its failure to do so.

II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify and
hold harmless the TRANSFER AGENT, from any and all loss, liability of damage,
including reasonable attorneys' fees and expenses, arising out of, or resulting
from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.

12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.

13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:

TO THE COMPANY:
Carsten Mide President
Roman Kujath, Secretary
ANYOX RESOURCES, INC.
250-1075 W. Georgia Street
Vancouver, B.C. V6E 3C9

TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880 Reno,
Nevada 89501

14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.

15. [GOVERNING LAW] This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.

THIS AGREEMENT has been executed by the parties hereto as of the day
and year 1st above written, by the duly authorized officer or officers of
said parties, and the same will be binding upon the assigns and successors
in interest of the parties hereto.

<PAGE>

NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT

BY /s/ "AMANDA CARDINALLI"
--------------------------------
AMANDA CARDINALLI, VICE PRESIDENT

ANYOX RESOURCES, INC. ANYOX RESOURCES, INC.

BY /s/ "CARSTEN MIDE" BY /s/ "ROMAN KUJACH"
--------------------- ---------------------
CARSTEN MIDE ROMAN KUJATH
PRESIDENT SECRETARY

EXHIBIT 10 (I)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

ANYOX RESOURCES, INC.

We hereby consent to the use of our report dated March 20, 1999, in the
registration statement of Anyox Resources, Inc. filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.

ANDERSEN ANDERSEN & STRONG, L.C.

/s/ L. REX ANDERSEN

Salt Lake City, Utah
March 10, 1999

SUMMARY REPORT
EXHIBIT 99 (A)
FAME # I AND FAME #2 MINERAL CLAIMS

ANYOX AREA

CENTRAL WEST BRITISH COLUMBIA, CANADA

SKEENA MINING DIVISION - NTS 103 P/12

LATITUDE 55' 30.4' NORTH - LONGITUDE 129' 59' WEST

UTM EASTING 439,050 - NORTHING 6,151,425 - NAD 1927

OWNER

CARSTEN MIDE

1702 - 1166 ALBERNI STREET

VANCOUVER, B.C., V6E 3Z3, CANADA

BAKKER GEOLOGICAL CONSULTING

EBO BAKKER, P.GEOL. (ALBERTA)

3947 WEST KING EDWARD AVENUE

VANCOUVER, B.C., V6S IN2, CANADA

FOR

ANYOX RESOURCES INC.

1702 - 1166 ALBERNI STREET

VANCOUVER, B.C., V6E 3Z3, CANADA

AUGUST 19, 1998 B
G
C

<PAGE>

Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
- --------------------------------------------------------------------------------

TABLE of CONTENTS

Summary and Conclusions 1

I.0. Introduction 2

2.0 Location and Access 2

3.0 Legal Status 3

4.0 Physiography and Climate 4

5.0 Regional Geology and Mineralization 4

5.1 Regional Geology 4

5.2 Regional Mineralization 5

6.0 History and Previous Work in the Anyox Area 6

6.1 History 6

6.2 Previous Work in the Anyox Area 6

7.0 The Fame Property 7

7.1 Geology 7

7.2 Previous work 7

Moss mat samples 7

Stream sediment samples 8

Sample evaluation 8

Sample analysis Fame Property 10

8.0 Recommendations 10

Figure I Fame Property, Location Map, scale 1:6,250,000 following page 3

Figure 2 Claim Locations and Access, scale 1:250,000 following page 3

Figure 3 FAME # I and # 2 Claims, scale 1:25,000 following page 3

Table Fame # I and # 2 Samples following page 8

62
<PAGE>

Appendix 1 Claim Record Forms at end of report

Appendix 2 State,emt of Qualifications at end of report

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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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SUMMARY AND CONCLUSIONS

The Fame Property consists of the FAME # I and FAME # 2 mineral claims. The
claims total 25 units or 625 ha (470 ha or 1175 acres net, because of overlap
with pre-existing claims). The claims are in good standing and are registered in
the name Carsten Mide of Vancouver B.C. The claims expire on September 25, 1998.
However, Can.$ 2,500 will be applied to the claims to renew the status for
another year.

The property is located on the Anyox peninsula in west central British Columbia,
about Access to the property is by boat or by helicopter from Terrace, Stewart
or Prince Rupert. The terrain on the property is rugged, elevations range from
244 to 1128 m (800 to 3700 feet). The valley of Donahue Creek 850 air kilometers
north of Vancouver B.C. elevations range from 244 to 1128 m (800 to 3700 feet)
and its major tributary is relative level, mountain slopes are moderately steep,
and uplands are relative level. The property is variably covered with brush,
forest, and grassy areas. Alluvial deposits are prominent in major creek valleys
while good outcrop is common on mountain slopes.

In the Anyox area, a roof pendant with Jurassic volcanic, sedimentary and
plutonic rocks, is preserved within the Coast Plutonic Complex. The Jurassic
units are contact metamorphosed to lower greenschist facies and are multiple
folded. Faults of various styles are common. The units consist of the Clashmore
Complex, the Hazelton group and the Bowser Lake Group. The contact between the
last two units is an ancient sea floor.

The most important ore deposits in the Anyox area are the volcanogenic massive
sulphide deposits. The largest ones, the Hidden Creek - 4nyox and the Bonanza
Deposits have recorded copper, silver and gold production, totalling nearly one
billion US$ gross metal value (1997 prices). Several smaller deposits are
present in the area.

64
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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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Large areas of the Anyox area are underexplored. Most of the work has been done
in the proximity of major deposits. The provincial government carried out a
stream sediment geochemical survey in 1979, (1185 samples, of which 106 from the
roof pendant and 5 from the Fame Property). Reconnaissance surveys were done on
behalf of TVI Copper Inc. in 1994. A moss mat geochemical survey was carried out
in 1997 on behalf of Five Star International Resources Inc., (87 samples of
which 6 from the Fame Property).

The Fame Property is underlain by Clashmore Complex rocks and Hyder Pluton
granitic rocks. The Clashmore Complex contains elsewhere in the area several
base metal deposits. Hyder Pluton granitic rocks are elsewhere in the area
anomalous in molybdenum, uranium and related elements. Most of the eleven stream
sediment and moss mat samples from the Fame Property have high to anomalous
values of base elements (copper, chromium, nickel, zinc, cadmium and/or lead).
Two samples have high to anomalous gold values. The high and anomalous values
point to different sources for the base metals and the gold. The base metal
source appears promising.

Recommended is a Phase I exploration program, to consist of a follow up stream
sediment and moss mat geochemical survey (to zoom in on the base metal and gold
source), and a prospecting - mapping -sampling program that focuses on the areas
underlain by rocks of the Clashmore Complex. 2

<PAGE>

[GRAPHIC OMITTED]

<PAGE>

[GRAPHIC OMITTED]

<PAGE>

[GRAPHIC OMITTED]

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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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1.0 INTRODUCTION

Bakker Geological Consulting of Vancouver, B.C. (BGC) was requested by Anyox
Resources Inc. of Vancouver, B.C. to prepare this report on the FAME # I and
FAME # 2 Mineral Claims. The report describes the mineral exploration potential
of these claims. The claims are located on the Anyox peninsula in central
western British claims, Columbia, and are collectively known as the Fame
Property. Recommendations for a Phase I program of work at the Fame Property.

The contents of this report is based on a study of relevant public and private
reports on the Anyox area, on work in the Anyox area in 1980 and 1997, on a
visit to the Fame Property during a mapping and sampling program in the Anyox
area in September 1997, and on an analysis of 193 samples from that area.

2.0 LOCATION AND ACCESS

The general location of the Fame Property is shown in Figure I and 2. Figure 3
gives a more detailed view of the topography, claims and underlying geology. The
Fame Property is approximately 850 air-kilometers north of Vancouver, B.C.

Access to the Fame Property is by helicopter from the City of Prince Rupert, the
Village of Terrace or the Town of Stewart. Prince Rupert and Terrace are
serviced by scheduled daily flights from Vancouver. The shore area can also be
reached by water or by float equipped fixed wing aircraft.

3.0 LEGAL STATUS

The Fame Property includes the following two mineral claims:

<PAGE>

Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
name tenure size size ha size ha expiry
number units gross net date

Both claims are registered in good standing at the Mineral Titles Branch of the
British Columbia Ministry of Energy and Mines in the name of Carsten Mide,
Vancouver B.C. 3

The Fame Property proper is the area controlled by Mr. Mide, which is 70 ha (175
acres) for the FAME # I claim and 400 ha (1000 acres) for the FAME # 2 claim,
because of overlap with the pre-existing claims ALTA 1, ORO 2 and 4, DISCOVERY #
1, and ROSE 1, (see Figure 3).

Prior to the expiry date, Can.$ 2,500 will be applied to the claims as
assessment work, in order to keep the claims in good standing until September
25, 1999. Failing that an amount of Can.$ 2,500 can be paid as 'cash in lieu'
for the same purpose.

4.0 PHYSIOGRAPHY AND CLIMATE

The Anyox peninsula is extremely rugged. Elevations range from sea level to 1680
m (5509 feet) at Mount Clashmore. Creeks tend to cut in deeply and valleys have
steep slopes. Lower areas are generally covered by forest of variable density;
higher areas have patches of small trees and shrub in grassy areas. Perennial
snow is common and several glaciers are present at the highest elevations.

The Fame Property is situated in the Donahue Creek catchment basin with
elevations ranging from 244 to 1128 m (800 to 3700 feet). The forest cover and
steepness of slopes

70
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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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are less than elsewhere in the area. Extensive near-level open and brush covered
areas exist in the Donahue Creek valley and in the valleys of its major
tributaries.

The climate in the Anyox area is typical for an area at middle latitudes near
the sea. Summers are mild with alternating warrn dry and cool rainy weather.
Winters are typified by much rain and snow.

5.0 REGIONAL GEOLOGY AND MINERALIZATION

5.1 REGIONAL GEOLOGY

On the Anyox peninsula, roughly from Mount Marshal to Mount Newport (Figure 2),
a roof pendant, containing Jurassic volcanic and sedimentary rocks, is preserved
within the late Cretaceous to early Tertiary Coast Plutonic Complex. The Coast
Plutonic Complex has, in turn, been intruded by a series of Oligocene or younger
lithologically distinctive dykes.

Contact metamorphism has elevated Jurassic units to lower greenschist facies.
The area has been cut by major strike-slip, normal and thrust faults. Several
phases of folding have deformed the Jurassic succession.

The oldest rock units in the roof pendant are mapped as Devonian to Jurassic
Clashmore Complex. The term Clashmore Complex is an informal term given to the
region of structurally interleaved and highly strained metasedimentary,
metavolcanic and meta- intrusive rocks, which occur at the west and central west
side of the Anyox peninsula.

The Hazelton Group of Lower (?) to Lower Middle Jurassic age metavolcanic rocks,
outcrops east of the Clashmore Complex rocks at the central east side of the
Anyox

71
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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
- --------------------------------------------------------------------------------

peninsula. This Group consists of volcanic breccias, pillowed voicanics and
massive volcanic flows.

The Bowser Lake Group of Upper Middle to Upper (?) Jurassic age turbidites
(siltstones, mudstones, sandstones and conglomerates) overlies the Hazelton
Group metavolcanics and outcrops at the East Side of the Anyox peninsula.

Eocene Hyder Pluton intrusives with granite, quartz monzonite and granodiorite
underlie the Anyox roof pendants and outcrop north and south of the Clashmore
Complex, Hazelton Group and Bowser Lake Groups.

5.2 REGIONAL MINERALIZATION

The most important ore deposits in the Anyox area are the volcanogenic massive
sulphide deposits that include the Hidden Creek- - Anyox Deposit and the Bonanza
Deposit. These two deposits have recorded copper, silver and gold production
totalling nearly one billion, US$ gross metal value (based on 1997 metal
prices). Other, smaller deposits, including the Double Ed Deposit and the
Redwing Deposit are found in the same geological environment as the ma or
producers. These deposits are all in the heavily explored and i developed area
within a few kilometers of the old Anyox townsite. The major massive sulphide
deposits and the majority of the surrounding mining properties are found close
to the contact between Hazelton Group metavoicanic rocks and

metavolcanic and meta- intrusive rocks, which occur at the west and central west
side of the Anyox peninsula. The Hazelton Group of Lower (?) to Lower Middle
Jurassic age metavolcanic rocks, outcrops east of the Clashmore Complex rocks at
the central east side of the AnyDx peninsula. This Group consists of volcanic
breccias, pillowed voicanics and

72
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Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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the overlying Bowser Lake Group turbidites. The deposits were obviously formed
at an ancient sea floor by processes similar to the formation of deposits
associated with the 'black smokers' off the coast of British Columbia.

Quartzite hosted sulphides are found within a sequence of Hazelton Group
metabasalts on the Eden Property, located approximately 3 kilometers east of
Mount Clashmore. The Eden Property has published reserves of 158,742 tonnes of
1.5% copper and 1,9% zinc.

In the Maple Bay area, there are several smaller vein deposits, including the
Outsider Deposit, the Eagle-May Queen Deposit and the Princess Deposit. These
deposits occur mainly as quartz veins in greenstones of the Clashmore Complex.

In the Sylvester Bay area, approximately 7 kilometers south of the old Anyox
townsite, molybdenum is found in the Molly May Deposit. This deposit occurs as
four zones in a north-east trending 2.5 by 1.0 kilometer quartz monzonite stock.

6.0 HISTORY AND PREVIOUS WORK IN THE ANYOX AREA

6.1 HISTORY

The Anyox area was first prospected in the early 1900's. The Hidden Creek -
Anyox deposit was first staked in 1901. This deposit was put into production in
1914 and until the mine closed in 1935, it had the largest copper smelter in the
British Commonwealth.

<PAGE>

Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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6.2 PREVIOUS WORK IN THE ANYOX AREA

It is obvious that most of the Anyox peninsula is underexplored. The majority of
the previous work carried out in this area, has been restricted to intense
examination of the following areas:

o the narrow high-grade gold veins on Granby Peninsula;

o the copper-gold vein systems in the Maple Bay area;

o the major volcanogenic "Anyox type" massive sulphide deposits in the Anyox
Creek and Bonanza Creek areas;

o little work on the molybdenum occurrences near Granby Bay.

The provincial government carried out a Regional Geochemical Survey over the
entire Anyox area in 1979. The samples were re-analysed in 1995, using more
sophisticated analytical methods for more elements, including gold. Samples with
anomalous values of gold, silver, chromium, nickel, cobalt, copper, zinc and/or
lead, among others, were common in certain areas. A subset of 106 samples from
the area between Mount Marshal and Mount Newport were used for a detailed sample
evaluation. Five of these samples were collected on or near the Fame Property,
(Figure 3).

A reconnaissance mapping and moss mat sampling program was carried out in the
Anyox area by the geologists Doug Symonds and Ebo Bakker of Vancouver B.C. in
September 1997, on behalf of Five Star International Resources Inc. of
Vancouver, B.C. Six out of a total of 87 samples were collected on or near the
Fame Property, (Figure 3).

<PAGE>

Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
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7.0 THE FAME PROPERTY

7.1 GEOLOGY

The Fame Property is mainly underlain by Clashmore metasedimentary, metavolcanic
and/or metaplutonic rocks. Hyder Pluton granitic rocks are found in the
north-east and Clashmore mafic and ultrarnafic rocks are found in a small area
in the southeastern part of the property. Rocks in the Donahue Creek valley and
in the valley of its major tributary are extensively covered with alluvial
deposits.

7.2 PREVIOUS WORK

It appears that, except for the collection of a small amount of samples, no
other work has been carried out on the Fame mineral claims.

Moss mat samples

Six moss mat samples collected in the 1997 program for Five Star International
Resources Inc. came from or near the Fame Property, (Figure 3, Table). Moss mat
sampling was chosen as a primary reconnaissance technique in the Anyox area
based upon studies of surveys carried out by other workers.

Up to a few pounds of moss (including sediment and water) was collected at each
selected site. The sample was immediately packed in plastic bags. Sample
locations were tagged. The samples were shipped to Acme Analytical Laboratories
in Vancouver, B.C. At the laboratory, the sediment was, after separation from
the moss, analysed for 30 elements by ICP (see Table). Gold was, in addition,
also determined by fire assay.

Two samples (116 and 117), that were collected from small tributaries of Donahue
Creek downstream from the Fame Property, are anomalous in copper, zinc and
cadmium. Two

<PAGE>

Bakker Geological Consulting Fame Property, Anyox B.C. August 1998
- --------------------------------------------------------------------------------

samples (14 and 15), collected from small tributaries at the eastern side of the
Fame Property, are high in zinc and cadmium. Zinc is found in nature as
sphalerite, which carries up to 5% cadmium. One sample (115), collected from a
major tributary of Donahue Creek at the northern side of the Fame Property, is
high in lead.

Stream sediment samples

Five stream sediment samples collected in the 1979 provincial government program
came from or near the Fame Property (Figure 3, Table). The samples were analysed
for 31 elements by various methods. Seven elements were determined by two
different methods, only average values are here reported.

Three samples (58, 60 and 102) have high chromium values. Two of these (58 and
60) have also high zinc values, and one sample (58) has in addition a high
nickel value. Two samples (59 and 60) have high gold values.. The samples # 58,
60 and 61 come from major tributaries to Donahue Creek. The samples # 59 and 102
are likely-from Donahue Creek itself.

Sample evaluation

Moss that grows as 'mats' on rocks and old logs in or adjacent to creek beds
catches sediment during flooding. This sediment acts as a soil for new moss
growth. The amount of sediment caught in moss at a particular location is a
function of many factors and amounts of sediment can range from virtually
nothing too much. Studies have shown that gold is preferentially trapped in
moss, (i.e. moss acts as a natural sluice box.

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Concentration of heavy particles is expected to be less consistent in stream
sediment samples, as the concentration varies throughout the sediment profile.

Central to the evaluation of stream sediment and moss mat samples is the
definition of drainage basins upstream from the sample locations. Any
mineralization that is actively being eroded in a drainage basin upstream from a
sample location has the potential to be represented in that sample. Critical
factors that influence this representation are:

o type and strength of the mineralization:

o size of the mineralized area (i.e., how much material is generated by the
mineralized area;

o nature of the mineralized rock, (i.e. does the rock erode easily or not);

o distance from mineralization to sample location;

o dilution of the sample with non-mineralized material: governed by for
instance, the size of the drainage basin. amount of run-off, relief and
density of vegetation.

It is possible, although unlikely for a significant deposit, that, because of
glacial transport, the source of the mineralization is outside the drainage
basin.

It is obvious from the above, that an evaluation is not strictly quantitative.
The samples are not 'equal', as is more or less the case in, for instance, a
soil geochem survey.

Only anomalous values are usually of interest. These values, however, have no
meaning if the variation in value is small, or if the anomalous values are not
significantly higher than the background values in the source rock. On the other
hand, even non-anomalous values can be importance, if they are significantly
higher than the expected background values. It is therefore essential for this
kind of samples, to compare all values also with the expected background values.

A sample with a value that is significantly higher than the background value for
a particular element indicates only that a mineralized area with that element
exists in the drainage basin upstream from that sample. The concentration of
that element is likely higher in the mineralized area, (because of dilution
downstream), but the value in the sample is otherwise no indication of the size
and strength of the mineralization.

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Sample Analysis Fame Property

The samples that have high base metal values (14, 16, 115, 116, 117 and 58, 60,
102) seem to have a source that is upstream from sample # 58. The # 58 sample,
and all samples downstream from the confluence with Donahue Creek, have high
values. But, although # 14 is high in zinc-cadmium, the adjacent samples (15 and
59) are not. A large part of that drainage area is within the Fame Property.

The high gold values (59 and 60) point to a source upstream from sample # 59.

8.0 RECOMMENDATIONS

A Phase I exploration program is recommended on the Fame Property. To consist of
the following:

1. Detailed stream geochemical and moss mat sampling to follow up the
high base metal and gold values on the property. The aim is to zoom in
on the source of these high values.

Respectfully Submitted,

BAKKER GEOLOGICAL CONSULTING

/s/ Ebo Bakker

Ebo Bakker, M.Sc., P. Geol. (Alberta)

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APPENDIX I

Claim Record Forms

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APPENDIX 2

Statement of Qualifications

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STATEMENT OF QUALIFICATIONS

I, Ebo Bakker, of 3947 West King Edward Avenue, Vancouver B.C., do hereby
certify that:

1. I am registered as a Professional Geologist with the Association of
Professional Engineers, Geologists and Geophysicists of Alberta, since
1985.

2. I am a Fellow of the Geological Association of Canada since 1981 and a
Member of the Irish Association of Economic Geology since 1992.

3. I am a graduate of the University of Leiden in the Netherlands where I
obtained a B. Sc. Degree in Geology with Mathematics, Physics and
Chemistry in 1973, and an M. Sc. Degree in Geology in 1979.

4. I have practiced my profession as a geologist since 1973 in Sweden,
Canada, U.S.A., Mexico, Turkey, Costa Rica, Brazil and Ghana.

5. I am the author of this report on the Anyox area and the FAME # I and
FAME #2 claims in British Columbia, Canada. The report is based on
work done in the Anyox area by myself in 1980 and 1997, and on the
FAME claims by myself in September 1997, on subsequent data analysis,
and on a review of relevant public and private reports.

6. I am an independent consulting geologist and have no direct or
indirect interests in the FAME- claims or in Anyox Resources Inc., nor
do I expect to receive any.

DATED at Vancouver, B.C. this nineteenth day of August 1998

/s/ "Ebo Bakker"

Ebo Bakker, M.Sc., P. Geol. (Alberta)