ZEB ORO EXPLORATIONS INC, 10SB12G/A, 1999-09-28

ZEB ORO EXPLORATIONS INC
10SB12G/A, 1999-09-28

Previous: GAMNA SERIES FUNDS INC, 497, 1999-09-28

Next: ADVANTA CONDUIT RECEIVABLES INC, 8-K, 1999-09-28

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

AMENDMENT TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no. 0001082678
-----------

ZEB ORO EXPLORATIONS INC.
(Name of Small Business Company in Its Charter)

Nevada 98-0205944
------------------------------ -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

825-1200 West 73rd Avenue
Vancouver, B.C., Canada V6P 6G5
---------------------------- -----------
(Address of Principal Executive Officer) (Zip Code)

(604) 267-1100
------------------------------
(Company'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)

1
<PAGE>

TABLE OF CONTENTS

ITEM PAGE
-----
<S> <C>
PART 1
Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 15
Item 3 Description of Property 19
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 20
Item 5 Directors, Executive Officers, Promoters and
Control Persons 22
Item 6 Executive Compensation 23
Item 7 Certain Relationships and Related Transactions 24
Item 8 Description of Securities 26

PART 11
Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 28
Item 2 Legal Proceedings 28
Item 3 Disagreement With Accountants and Financial Disclosure 28
Item 4 Recent Sales of Unregistered Securities 28
Item 5 Indemnification of Directors and Officers 29

PART F/S
Financial Statements 30

PART 111
Item 1 Index to Exhibits 39
Item 2 Description of Exhibits 39
</TABLE>

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

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: None

2
<PAGE>

PART 1

Zeb Oro Explorations Inc. (the "Registrant" or the "Company") is filing this
Form 10-SB on a voluntary basis to:

1. provide current, public information to the investment community;

2. to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the
Registrant's securities, and

3. to comply with prerequisites for listing of the Registrant's
securities on NASDAQ.

ITEM 1. DESCRIPTION OF BUSINESS

HISTORICAL OVERVIEW OF THE COMPANY

The Registrant was incorporated on March 4, 1999. The Registrant has no
subsidiaries and no affiliated companies. The executive offices of the
Registrant are located at Suite 825 - 1200 West 73rd Avenue, Vancouver, British
Columbia, Canada, V6P 6G5, (Tel) 604-267-1100 (Fax) 604-267-1101.

The Registrant is engaged in the exploration of mineral properties.
(see Part 1, "Exploration and Development of the Zeb Oro Mineral Property"). The
Registrant is not in the development stage with regards to any mineral claim. No
ore body has been discovered and no substantial exploration has been done on its
mineral claim. The Registrant is purely an exploration company. There is no
assurance that any ore body will ever be found and that the Registrant will have
sufficient funds to undertake the exploration work required to identify an ore
body.

Management anticipates that the Registrant's shares will be qualified
on the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the Bulletin Board.

The Registrant owns the mineral rights to one mineral claim known as
the Zeb Oro claim . It has the executive rights to all minerals on the Zeb Oro
claim until February 11, 2000. If the Registrant does not perform exploration
work or pay-cash-in-lieu in the amount of $1,000 (Cdn. $1,500) by February 11,
2000 the rights to the mineral claims will expire and can be staked by others.
Nevertheless, the Registrant has decided to undertake a grip and soil sampling
prior to the end of October 31, 1999. Depending upon the cost of the exploration
program, the Zeb Oro claim will be kept in good standing until at least February
11, 2001.

The Registrant has no revenue to date from the exploration of its
mineral property, and its ability to effect its plans for the future will depend
on the availability of financing. Such financing will be required to explore the
Registrant's mineral property 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 Registrant 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 Registrant will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.

3
<PAGE>

PLANNED BUSINESS

In addition to exploring and, if warranted, developing its mineral
property, the Registrant plans to seek out additional mineral properties either
by way of purchase, staking or joint venturing of other mineral properties. (See
Part 1, Item 2 Management's Discussion and Analysis or Plan of Operation").

Much of the discussion contained in this section is "forward looking"
in that actual results may materially differ from the Registrant's plans as
currently contemplated. Information concerning all the factors associated with
the Registrant is set forth in this Item 1 and in Items 2 and 3 below. FOR A
COMPLETE UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE
FINANCIAL STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS
ENTIRETY.

All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.

EXPLORATION AND DEVELOPMENT OF THE ZEB ORO MINERAL PROPERTY

The Registrant retained Calvin Church, P. Geo. of Vancouver, British
Columbia, to summarize the geology and mineral potential on its mineral claim
near Zeballos, British Columbia. His report is dated April 30, 1999. The mineral
claim was staked February 11, 1999 by Edward Skoda on behalf of the Registrant
and named Zeb Oro.

The claim covers 15 metric units (13.2 square miles) located within the
Zeballos Mining Camp near the town of Zeballos on the West Coast of Vancouver
Island, British Columbia, Canada. Gold bearing quartz veins in the Zeballos
mining camp produced over 287,811 ounces of gold and 124,700 ounces of silver
from ore averaging 0.44 ounces per ton during the period 1934 to 1948. Previous
production in the Zeballos mining area was done by the following operators:

Privateer 154,381 ounces
Spud Valley 54,039 ounces
Mount Zeballos 30,525 ounces
Central Zeballos 20,472 ounces
Prident 13,937 ounces
White Star 7,081 ounces
C. D. (Rey Oro) 4,600 ounces
Homeward 1,491 ounces
Van Isle 1,178 ounces
Rimy 44 ounces
Tagore 38 ounces
Golden Portal 20 ounces
King Midas 5 ounces
-------
287,811 ounces
=======
Calvin Church's report summarizes geology and mineralization in the
Zeballos mining camp and potential for discoveries on the Zeb Oro claim. The
report is summarized under this section of Part 1. Mr. Church has not visited
the property, which was covered in snow at the time of his writing of the
report.

Church's report gives the following recommendations for an exploration
program:

4
<PAGE>

o Airphoto interpretation and reconnaissance mapping is required to determine
structural breaks and intersecting fault structures very important to
ground preparation and the formation of mineral deposits in the area.

o Construction of a soil geochemical grid across structural features sampled
at 20 metre intervals on lines spaced 100 metres apart. Major northeast
striking stratigraphic contacts and shear zones should be prospected and
the grids orientated perpendicular to them should they appear to be
mineralized. If terrain conditions prohibit establishing a grid, closely
spaced contour sampling traverses should be considered.

o Ground geophysical surveys using VLF-EM and magnetometer instruments to
locate less obvious linear features (faults), geological contacts and
mineralized horizons.

o Prospecting and detailed geological mapping at 1:2000 scale or better over
the entire claim area. Prospecting could be prioritized according to
favorable geologic contacts especially where VLF-EM conductors have already
been identified.

o Providing favorable results are obtained in the soil geochemical sampling
program additional exploration consisting of trenching and drilling would
be recommended to target anomalies from that program.

LOCATION, ACCESS AND TOPOGRAPHY

The Zeb Oro mineral is situated just north of the town of Zeballos,
which is located on the West Coast of Vancouver Island about 300 kilometres (189
miles) northwest of Victoria, British Columbia. The geographic center of the Zeb
Oro property is located at 126(degree)49'55" West Longitude and 50(degree)02'28"
North Latitude on N.T.S. mapsheet 92 L/2. This location may also be described as
being in U.T.M. zone 09 (Universal Transverse Mercantor grid system stated in
metric used by the military to determine a precise location) with coordinates
Northing 5545200N and Easting 655300E. The claim's southeast corner is in the
Zeballos river valley about two kilometers (1.2 miles) downstream of its
junction with the Nomash River.

Access is by an all weather road which follows the Zeballos River and
connects Zeballos to the Island highway at Mukwilla Lake. The road crosses the
southeast corner of the property seven kilometres (4.3 miles) north of the town
of Zeballos from where steep footpaths follow creeks to higher ground in the
northwest area of the claim.

The terrain is mountainous and rugged. Elevations range from 20 meters
(75 feet) in the Zeballos River valley to above 1,030 meters (Mt. Lukwa
3,749feet) at some of the local peaks within the mining camp. Many of the creeks
flow down waterfalls in narrow canyons and there are many unscalable bluffs
which make foot traverses difficult. The area is considered coastal rainforest
and total annual precipitation is high, rarely less than 500 centimeters (200
inches.). Forests of yellow cedar and hemlock populate the mountaintops and
Douglas fir and red cedar grow well in the river valleys, however, much of the
main drainages were logged in the 1940's.

CLAIM STATUS

The Zeb Oro claim was staked by Edward Skoda and is registered in the
Alberta Mining Division of British Columbia. The Registrant owns the claim
outright. Mineral tenure is secure for one year from the date of staking as
described below.

5
<PAGE>

Claim Name Tenure No. Units Expiry Date___
---------- ---------- ----- --------------
Zeb Oro 367925 15 February 11, 2000

</TABLE>

Meaning of "staking" and how Mr. Skoda staked the Claim.

The word "staking" is used by the Ministry of Energy, Mines and
Petroleum in Mineral Tenure Act to define work on the ground which means cutting
trees for posts, setting up prepared posts, affixing tags to existing legal
posts and marking lines. The requirement of the Mineral Tenure Act is that to
obtain the rights to minerals the ground must be staked. The work "staking" is
used to satisfy the requirements of the Mineral Tenure Act whereby a "stake",
being a wooden post, must be driven into the ground at the corner of the claim.

To comply with the requirements of the Mineral Tenure Act Mr. Skoda performed
the following:

(a) Mr. Skoda checked the status of the land to be staked by a review of
the records at the Gold Commissioner's Office prior to going to the
Zeballos area. This review ensured Mr. Skoda that the property in
question was not recorded in the name of another person or company. It
was free for staking.

(b) With Mr. Skoda's Free Miner Certificate still in good standing, he
acquired title and topographical maps from the Gold Commissioner's
Office, purchased several metal tags to be affixed to the stakes
before traveling to the Zeballos area.

Mr. Skoda walked a line of 1,500 feet from the identification post and
flared the surrounding trees with paint on the side facing the post and cut the
underbrush where the trees were not available for painting. He returned to the
identification post and did a similar walk at a 90 degree angle. Flagging the
trees with ribbon is also acceptable or pickets placed in the ground if there
are no trees. These lines and the "identification" post are necessary to ensure
there is adequate marking on the ground to identify the claim location.

In performing his duties of staking the Zeb Oro Claim, Mr. Skoda
adhered to the above requirements and filed with the Ministry of Energy, Mines
and Petroleum the required information as contained in the Record of 4 Post
Claim - Mineral Tenure Act (Section 23)

The claim was staked by Mr. Skoda prior to the Registrant being
incorporated. The name of the Registrant was derived from the claim itself. The
Registrant will concentrate its efforts in the exploration of the Zeb Oro claim
but will also consider other mineral properties of interest in the future.

Mr. Skoda was the staker of the Zeb Oro claim who sold the claim to
the Registrant for $376 (Cdn. $550) in March 1999. He is not an officer,
director or shareholder of the Registrant and has no responsibilities in any way
with regard to the Registrant.

REGIONAL GEOLOGY

The rocks in the Zeballos-Nimpkish lake area were originally mapped and
correlated with rocks of the adjacent area by D.H. Gunning in 1932. He defined
the Upper Triassic volcanoclastic sequences in the area as the Vancouver Group.
The stratigraphic sequence of volcanic and sedimentary rocks of the Vancouver
Group comprises a conformable series that strikes north to northwest and dips
west to southwest. Consequently the oldest rocks in the area

6
<PAGE>

are found to the east and the youngest are to the west. Upper Triassic Karmutsen
volcanics (muTRK) form the base of the Vancouver Group and consist of a thick
series of intermediate to basic volcanic flows with very little interbedded
sedimentary material. Conformably above the Karmutsen Formation is the Quatsino
Formation (uTRQ) which is composed of massive to thickly bedded white to blue
crystalline limestone. The succeeding Upper Triassic Parson Bay Formation
(uTRPB) is composed of interbedded calcareous black argillite, calcareous
greywacke and sandy to shaly limestone. A general coursening of grain size is
seen moving upward in the stratigraphic succession. The Bonanza Group (IJB) caps
the stratigraphic succession and includes an upper volcanic unit (rhyolitic and
basaltic tuffs and breccias) and a lower calcareous sedimentary unit.

The intrusive rocks of the region form part of the Coast intrusions
that range in composition from quartz diorite to granite and were emplaced
during Jurassic to Cretaceous time. On northern Vancouver Island these intrusive
rocks form regional patterns of narrow northwest trending belts separated by
slightly wider belts of Upper Triassic volcanic and sedimentary rocks. The
pattern is more pronounced on the west side of the island where a three
kilometre wide belt, just west of Nimpkish Lake, has been traced southeast to
Vernon Lake, a distance of 80 kilometres. Within the Vancouver and Bonanza
Groups the intrusives form sills, dykes and high level stocks of
hornblende-quartz-feldspar porphyry and there is an apparent comagmatic
relationship between intrusives and volcanics. Much of the economic
mineralization within the Zeballos mining camp was developed in, or in close
association to, these intruding batholiths and stocks.

The geological structures of northern Vancouver Island are probably due
to several periods of deformation occurring from late Mesozoic to early Tertiary
time. Vancouver Group rocks are folded into broad regional anticlinoria and
synclinoria that strike northwesterly and have average trough to crest distances
of 11 to 16 kilometres. Structural deformation in the Zeballos map area is
complex due to the predominance of intrusive bodies that disrupt the broad
folds. It is particularly noticeable where intrusive bodies have invaded
Quatsino limestone or sedimentary units of the Bonanza Group (Parson Bay
Formation) resulting in overturned beds and recumbent folds. Major north to
northwest trending fault zones are mapped in the Zeballos area and are thought
to be later than steeply dipping easterly trending cross faults.

Neither Mr. Skoda or Mr. Church took any soil samples from the Zeb Oro
claim. No trench has been done on the claim.

PROPERTY GEOLOGY

Detailed geological mapping of the Zeballos mining camp was completed
by J.S. Stevenson in 1950. Mesozoic volcanics and sediments of the Vancouver
Group outcrop and are intruded by Coast intrusives of probable Jurassic age over
this relatively small area (58 sq. km.). Andesitic lava of the Karmutsen
volcanics outcrop west of the north fork of the Zeballos River and represent the
oldest mapped unit. Massive limestone of the Quatsino Formation overlies the
lava to the west along Contact creek. A large assemblage of volcanics, mainly
pyroclastics and minor flows of the Bonanza Formation, overlies the limestone to
the west and outcrops over the southwest quadrant of the mining camp. A
northwesterly belt of Coast intrusives that include, from oldest to youngest,
gabbro, hornblende diorite, granodiorite, quartz diorite, and several varieties
of dykes, invade the stratified rocks. The intrusives are a dominant feature
within the Zeballos mining camp and, as most mineral deposits are associated
with it, is of considerable economic and geological interest.

7
<PAGE>

The major structure of the area is a monoclinal fold that strikes
northwest and dips 40 to 60 degrees southwest. This fold is modified by a major
northwest trending dragfold between Lime and Contact creeks in which the crest
follows Lime creek and the trough follows the ridge 600 metres to the east.
Minor dragfolds occur near contacts with the quartz diorite. A major northerly
trending fault of indeterminate displacement follows the north fork of the
Zeballos River and appears to dip vertically or steeply east.

MINERALIZATION AND ALTERATION

Mineral deposits of the area include gold-bearing quartz veins and high
temperature replacement (skarn) or contact metamorphic deposits in limestone or
calcareous sedimentary rocks. Deposits of the latter type are confined to areas
where Quatsino limestone and sedimentary parts of the Karmutsen and Bonanza
group rocks have been invaded by Coast intrusions. The replacements typically
contain chiefly magnetite with lesser amounts of pyrrhotite (F.L., Ridge,
Churchill) or they contain mainly chalcopyrite and only minor magnetite and
pyrrhotite (Maquinna and Central Zeballos) and sometimes appreciable gold
(Beano). In the Ford skarn deposit a 21 metre thick tabular body of magnetite
follows a limestone-tuff contact and has been traced along 400 metres of strike.

Auriferous gold-bearing veins of the Zeballos camp are
characteristically narrow, with widths less than one foot (30 cm), but commonly
contain gold in excess of one ounce to the ton (35 g/tonne). Some of the veins
occur in sheeted zones up to 4 feet (1.2 m) wide that may pinch and swell along
strike forming lenticular (curved structure) quartz-sulphide zones (Goldfield
Vein). The veins follow fairly continuous fault fissures and are often banded by
an alternation of quartz and sulphides where the abundance of sulphide varies
from 10 to 50 percent and averages about 25 percent. Sulphides, in order of
abundance are pyrite, sphalerite, arsenopyrite, chalcopyrite, galena,
pyrrhotite, and occasionally marcasite.

The producing mines in the camp were located at the northwest end or
nose of the quartz diorite intrusive body and related to structural deformation
and mineralization there. It has been found that veins, or parts of veins, that
follow the direction of tension in any fracture pattern are the most favourable
for the localization of ore. A study of fracture patterns in the Zeballos camp
(J. S. Stevenson, 1950) determined that veins that strike close to north 62
degrees east and dip vertically were formed by tension and thus most likely to
contain higher grade oreshoots. This discovery has been proven by practical
experience where several high grade veins (Privateeer No.3, Goldfield Vein) and
gash veins in the Zeballos camp are orientated in this direction.

On the Zeb Oro claim there are more than six sheared-vein showings of
limited extent containing minor amounts of gold and base metals. The shears
zones are generally less than one metre wide, strike 052 to 090 degrees, and dip
steeply north or south. The quartz veins within the shears are usually 5 to 30
centimetres wide and mineralized with pyrite-arsenopyrite and lesser amounts of
pyrrhotite, sphalerite and galena. Coast intrusive phases, ranging in
composition from diorite to granodiorite, host most of the veins on the property
or are spatially related to gold-quartz veining in intruded volcanic rocks of
the Bonanza Group.

The Maquinna Vein is one of the more developed showings on the property
and has been traced on surface and underground for over 640 metres. Locally the
vein is ribboned and ranges up to 1 metre in width with values up to 21.3
grams/tonne (G.A. Clothier, 1939). Many of the veins on the property are
oriented in directions of maximum shear stress (090(degree)) and as such there

8
<PAGE>

is a predominance of broken quartz fragments and gouge within the shears.
Directly south (250 m), chalcopyrite-magnetite mineralization hosted in a
silicified lens of Quatsino limestone has been explored by a series of open cuts
and a short adit. These showings, formerly known as the Blackbird/Jack O'Spades
property, represent skarn replacement mineralization.

The Registrant has not yet undertaken any exploration activities on its
mineral claim either in identifying areas for establishing a grid or in taking
soil samples. Calvin Church did not perform any soil sampling or trenching.
Nevertheless, the Registrant will be undertaking an exploration program in the
latter part of October 1999 whereby a grid will be established on the property
and soil sampling will be done. No trenching will be done during 1999.

CONCLUSIONS MADE BY CALVIN CHURCH IN THIS REPORT.

o The Zeb Oro property is situated within the Zeballos mining camp that
includes a number of former producing lode gold mines including the
Privateer and Spud Valley mines. Together these mines produced 287,811
ounces of gold and 124,700 ounces of silver from 651,000 tons of ore mined
giving an over all grade for the camp of 0.44 ounces gold per ton. The
former gold producers are summarized in the table below (stated in ounces
during 1934 to 1948):
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRODUCER 1934 - 1938 1939 1940 1941 1942 1943 1944 - TOTAL
1937 1948
- -----------------------------------------------------------------------------------------------------------
Privateer 3,003 16,023 32,987 28,416 28,328 17,219 9,727 22,678 154,381
- -----------------------------------------------------------------------------------------------------------
Spud Valley * 47 473 15,369 18,099 14,031 6,020 54,039
- -----------------------------------------------------------------------------------------------------------
Mount Zeballos 3,277 14,716 9,744 2,665 123 30,525
- ----------------------------------------------------------------------------------------------------------
Central Zeballos 152 33 6,610 6,568 4,610 2,499 20,472
- -----------------------------------------------------------------------------------------------------------
Prident 3,803 5,141 3,758 1,235 13,937
- -----------------------------------------------------------------------------------------------------------
White Star 541 42 2,122 2,345 1,531 500 7,081
- -----------------------------------------------------------------------------------------------------------
C.D. (Rey Oro) 1,102 843 1,319 1,336 4,600
- -----------------------------------------------------------------------------------------------------------
Homeward 897 594 1,491
- -----------------------------------------------------------------------------------------------------------
Van Isle 1,178 1,178
- -----------------------------------------------------------------------------------------------------------
Rimy 44 44
- -----------------------------------------------------------------------------------------------------------
Tagore 8 38#
- -----------------------------------------------------------------------------------------------------------
Golden Portal 8 12 20
- -----------------------------------------------------------------------------------------------------------
King Midas 5 5
- -----------------------------------------------------------------------------------------------------------
TOTALS 3591 17,836 54,647 72,700 62,238 36,749 13,608 26,412 287,811
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Including production from Big Star.
# Includes 30 oz. Produced in 1930 and 1932.

o Most of the production came from gold-bearing veins less than one foot
(30cm) wide and because the veins were much narrower than stoping widths
dilution of the ore was quite high especially in areas of highly sheared
wall rock. Thus the actual grade of many of the producing veins in the camp
are commonly higher than one ounce per ton.

o Auriferous quartz veins occur in the border phases of the intrusive rocks
and in the adjacent host rocks although there are isolated occurrences of
gold-bearing veins up to one mile (1.6 km) from any known intrusive
contact.

o The veins are commonly banded by an alternation of sulphides and quartz
indicating several episodes of mineralization. Sulphides are common in most
of the Zeballos veins comprising 10 to 50% of the vein material. In
quartz-sulphide ores the gold content increases in

9
<PAGE>

proportion to sulphide content and the presence of galena or sphalerite
probably due to a late pulse of mineralization.

o Studies of structural deformation in the quartz diorite intrusive indicate
that veins which developed parallel to the plane of tension
(062(degree)/90) contain the highest grade oreshoots. Veins that developed
along planes of maximum shearing stress (035(degree)/90 and 090(degree)/90)
tend to be lower grade and contain abundant rock fragments and gouge.

o High temperature replacement deposits (skarns) are found along contacts
between Coast intrusive rocks and limestone or calcareous sediments within
the Zeballos mining camp. The Ford deposit produced 1,282,233,396 kilograms
of iron concentrate from 1,681,283 tonnes of ore mined from massive
replacement bodies of massive fine-grained magnetite. Zeballos Iron Mine
Ltd. operated the mine between 1962 and 1969.

RECOMMENDATIONS

o Ground geophysical surveys using VLF-EM and magnetometer instruments to
locate less obvious linear features (faults), geological contacts and
mineralized horizons. 1,000

150,000
-------
Estimated cost of exploration program $ 162,000
=======
</TABLE>

The estimated cost of doing the above noted exploration work was determined by
Calvin Church. Presently the Registrant does not have the funds to undertake all
of Church's recommendations. The first four recommendations can be undertaken
since the directors and officers are prepared to advance the Registrant the
funds required to complete them. The Registrant will not have the

10
<PAGE>

funds available to start the trenching and drilling recommendation. It will have
to seek these funds from either institutional lenders (none have been identified
to date) or from the sale of its capital stock. There is no certainty that any
funds can be raised for trenching and drilling.

REGISTRANT'S MAIN PRODUCT

The Registrant's primary product will be the exploration of its mineral property
which might eventually result in the sale of minerals, both precious and
commercial. The Registrant is not at the stage of exploration whereby minerals
can be mined and sold thereby giving the Registrant a cash flow.

REGISTRANT'S EXPLORATION FACILITIES

The Registrant will be exploring its mineral claims initially in the
Zeballos area of British Columbia and does not plan to build any mill or smelter
until such time as a production decision is made. This will be several years
into the future before the need to build a permanent facility is warranted.
During the exploration period, the Registrant will use tent facilities to house
its geological workers since this will be by far the most economic way to
proceed.

RISK INHERENT IN MINERAL PROPERTIES

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

1. No Commercial Ore Body Exists

The Zeb Oro claim does not contain a known body of commercial ore and,
therefore, any program conducted on these properties would be an
exploratory search of ore.

2. Expenditures on Exploration Might Not Result in a Commercial Quantity of Ore

There is no certainty that any expenditures made in the exploration of
the Zeb Oro property 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. Future Funding Might Not be Available

Resource exploration and development is a speculative business since
there is no assurance after the initial funds are raised that the
Registrant can raise any further funds from the market place.

4. Ore Body Discovered Which is Not Commercial Viable

The Registrant might discover a mineral deposit which, though present,
is insufficient in size or grade to return a profit from production.

5. Market Factors Beyond the Control of the Registrant

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond the Registrant's 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

11
<PAGE>

regulations relating to royalties, allowable production, importing and
exporting of minerals, and environmental protection.

6. Competition with Other Companies

The mineral industry is intensely competitive and the Registrant
competes with other companies that have greater resources. Not only is
the competition for mineral properties of merit extremely competitive
but the search for funds to develop existing mineral properties is
competitive. The Registrant might not be able to compete as well as
larger and more well known mineral companies.

7. High Degree of Risk in Exploring the Zeb Oro mineral claim

Mining operations generally involve a high degree of risk. Hazards such
as unusual or unexpected formations and other conditions are involved.
The Registrant 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 Registrant's financial position.

8. Environmental Requirements

Prior to commencing mining operations on any of its properties, the
Registrant must meet certain environmental requirements. Compliance
with these requirements may prove to be difficult and expensive. The
Province of British Columbia has enacted statutory provisions to
protect the Crown's property; being the claim that the Registrant has
the rights to the mineral thereon. The Acts that the Registrant has to
adhere to are the "Timber Harvesting Practices Regulations", Mineral
Tenure Act, Coal Act and Forestry Act. Each of the formed Acts has
their own environmental concerns which the Registrant must adhere to.
The Registrant might be liable for pollution if it does not adhere to
the requirements of the various Acts. Environment concerns relate to
the use and supply of water, the animal life in the area, fish live in
the streams, the need to cut timber and removal of overburden; being
the soil above the hard rock. No building or fixtures of any nature can
be erected without the prior approval of the district inspector for the
Province. To undertake any form of work program beyond grid preparation
and soil sampling, the Registrant will have to prepare a "Mineral &
Coal Notice of Work and Reclamation" form that requires the Registrant
to indicate its expected exploration program and how it will affect
water and soil concerns. The cost and effect of adhering to the
environment requires are unknown to the Registrant at this time and
cannot be reasonably estimated.

9. Undisclosed Claims Against the Zeb Oro Mineral Claim

While the Registrant has obtained the usual industry standard title
reports with respect to the Zeb Oro claim, this should not be construed
as a guarantee of title. This property 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
all of such property or a reduction in the Registrant's interest
therein.

12
<PAGE>

10. No Survey has been Performed

The Zeb Oro claim has never been surveyed and, accordingly, the precise
location of the boundaries of the property and ownership of mineral
rights on specific tracts of land comprising the property may be in
doubt.

11. Going Concern Qualification by the Registrant's Auditors

The Registrant's auditors have qualified their opinion as follows:

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is
in the exploration 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 this
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".

In Note 5 to the financial statements, the Registrant acknowledges the
fact that it is dependent upon additional financing in order to develop
its claim. If the Registrant is unable to raise additional financing it
will not be able to continue and may eventually cease to operate as a
company. The auditor wishes to alert the readers of the financial
statements that he agrees with the Registrant that there is a
possibility that without additional funding the Registrant will not be
able to complete its goals and might cease to be an operating entity.

12. Concentration of Ownership in the Registrant by Management

Out of the 11,025,000 shares issued and outstanding, Steven Bruce,
President of the Registrant, and Michael Kennaugh, each own 2,500,000
shares of the Registrant representing 45.35% of the stock issued. There
is very little chance that any individual or group of individuals can
exercise their shareholders' voting right to replace either of these
two directors. Therefore, these two directors effectively control the
Registrant and can dedicate policy as they determine it.

13. Management's Limited Experience in the Mining Industry

The executive officers of the Registrant do not have past experience in
the mining industry. None of the executive officers have been officers,
directors or employees of any company in the mining industry. This lack
of experience might cause the Registrant to make decisions that
otherwise would not be warranted and cause hardship on the Registrant
and its ability to fulfill its objectives.

14. Conflict of Interest of the Directors and Officers

Some of the Directors of the Registrant are also directors and
officers of other companies. and conflicts of interest may arise
between their duties as directors of the Registrant and as directors,
officers of other companies. Even with full disclosure by all the
directors and officers, the Registrant cannot insure that it will
receive fair and equitable treatment in every transaction.

13
<PAGE>

1. OTHER MINERAL PROPERTIES

The Registrant has not identified any other mineral properties either
for staking or purchasing.

EMPLOYEES

As at April 30, 1999, the Registrant did not have any employees either
part time or full time. Initially the Registrant will not wish to bear the
burden of carrying full time employees especially during periods when it is
difficult to work on the property due to weather conditions. Nevertheless the
executive officers undertook the responsibility of initially identifying a
mineral property of merit, incorporating the Registrant, obtaining the
assistance of professionals as needed, identifying potential investors to
contribute the initial "seed capital", coordinating various filing requirements
and other matters normally performed by the executive officers. They were not
paid for these services in cash by the Registrant but the Registrant has given
recognition in the financial statements to this contribution by expensing $1,000
for services of the President and crediting capital contribution of a like
amount.

The Registrant 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 Registrant will use independent workers and consultants
initially on a part time basis.

COMPETITION

In Canada there are numerous mining and exploration companies, both big
and small. All of these mining and exploration companies are seeking properties
of merit and availability of funds. The Registrant will have to compete against
such companies to acquire the funds to develop its mineral claims. The
availability of funds for exploration is sometimes limited and the Registrant
might find it difficult to compete with larger and more well-known companies for
capital. Even though the Registrant has the rights to the mineral on its claims
there is no guarantee it will be able to raise sufficient funds in the future to
maintain its mineral claims in good standing. Therefore, if the situation occurs
that it does not have sufficient funds for exploration the claims might lapse
and be staked by other mining interests. The Registrant might be forced to seek
a joint venture partner to assist in the development of its mineral claims. In
this case, there is the possibility that the Registrant might not be able to pay
its proportionate share of the exploration costs and might be diluted to an
insignificant carried interest.

Even when a commercial viable ore body is discovered, there is no
guarantee competition in refining the ore will not exist. Other companies may
have long term contracts with refining companies thereby inhibiting the
Registrant's ability to process its ore and eventually market it. At this point
in time the Registrant does not have any contractual agreements to refine any
potential ore it might discover on its mineral claims.

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 Registrant's ability to attract talent from the
mining field. There is no assurance that the Registrant's mineral expansion
plans will be realized.

14
<PAGE>

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

The discussion contained in this Item 2 is "forward looking" in that
actual work performed on the Registrant's mineral property may differ from the
recommended work program as set forth in the geological report dated April 30,
1999 prepared by Calvin Church, P.Geo.. Factors that could cause the work
program to differ are described throughout this Form.

PLAN OF OPERATION

To date the Registrant has concentrated on the Zeb Oro claim. The
Registrant is hoping to undertake an exploration program on its claim during the
fall of 1999. It expects to construct a grid on the claim after a detailed
mapping program has been done to determine the structure breaks and intersecting
fault structures on the claim. A grid is a geological method whereby two sets of
uniform spaced parallel lines intercept at right angles by means of which the
surface of the area is divided into squares like a checkerboard. At the same
location in each square, for example the upper left hand side of the square, a
soil sample is taken. All the soil samples are set to a laboratory for analysis
and subsequently the results are posted to a chart of the grid to determine if
there is a trend. By visually examining the checkerboard chart, the geologist
will determine when additional samples should be taken and assayed. A
concentration of positive grade values of ore as defined by the assays from the
laboratory in one direction on the checkerboard chart will indicate that
additional soil samples are warranted. This stage will cost approximately
$10,000. After the additional samples are assayed the geologist will decide on a
ground survey using VLF-EM and magnetometer instruments in the area of interest.
There is the distinct possibility that no values will be obtained from the
Registrant's grid and soil sampling program. It is estimated that the cost of
performing the VLF-EM and magnetometer is estimated to cost approximately
$1,000. If this stage proves success, the Registrant will undertake a
prospecting and detailed geological mapping over the entire Zeb Oro claims. This
latter stage will cost approximately $1,000. The next stage of trenching and
drilling which may be several years into the future. The cost is expected to be
approximately $150,000. There is no guarantee that the Registrant will ever
reach this stage since the early exploration stages might prove that there is no
commercially viable ore body on the Zeb Oro claim and the Registrant will have
to abandon it.

In the future, the Registrant will seek to investigate other mining
properties to determine which ones are of merit and are of interest to the
Registrant. Subject to the availability of financing, the Registrant will seek
to increase its inventory of mineral properties and, if acceptable to
management, enter into joint venture agreements to develop various other mineral
properties of merit. (See Part 1, Item 1 - "Description of the Business"). The
Registrant 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 Registrant will
seek to raise funds through a private offering of securities to an institutional
buyer or through a registered broker dealer. The Registrant 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 Registrant.
In the absence of such financing, the Registrant may be unable to put its plans
into effect.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 1999, the Registrant had $9,811 of assets, and $3,345
of liabilities. The cash equivalent as at April 30, 1999 was $9,811.

15
<PAGE>

The Registrant has no contractual obligations for either lease
premises, employment agreements or work commitments on the Zeb Oro claim and has
made no commitments to acquire any asset of any nature.

Operational and administrative expenses of the Registrant for 1999 are
projected to be approximately $4,500 which will comprise audit ($1,500), filing
fees with regulatory authorities -Edgar ($1,200), transfer agent's fees ($1,000)
and miscellaneous ($750). The Zeb Oro claim is in good standing until February
2000 and if warranted the Registrant need not spend any money on its claim until
that date. The cost to maintain the claim in good standing for an additional
year after February 11, 2000 is $1,000. The Registrant can either perform
exploration work on the claim in this amount or pay the Ministry of Finance the
equivalent sum. The latter payment is known as cash-in-lieu. To maintain the Zeb
Oro claim in good standing for the year commencing February 11, 2001 the amount
would be $2,000. There is no increase in amount to be spent on the mineral claim
after the second year; it will remain at $2,000.

The current cash position is sufficient to pay the above noted expenses
and if required the officers and directors can advance additional funds to the
Registrant.

Since March 4, 1999, the date of inception, the Registrant has
incurred the following expenses:

Accounting and audit (1) $ 2,250
Bank charges (2) 75
Geology report (3) 1,200
Incorporation costs written-off (4) 670
Management fee (5) 1,000
Office and miscellaneous (6) 175
Rent (7) 600
Staking costs (8) 368
Telephone (9) 200
Transfer agent's fees (10) 2,296
------
Total expenses for the period $ 8,834
======

(1) Audit fee - $2,250

The Registrant had its financial statements audited as at April 30, 1999,
as attached to this Form 10-SB, for a fee of $1,500. In addition,
accounting services in the preparation of a working paper file and the
accounting records of the Registrant resulted in an invoice of $750.

(2) Bank changes - $75

Monthly service charges for operating the account as charged by the Bank of
Montreal.

(3) Geology report - $1,200

The Registrant engaged the services of Calvin Church, P. Geo., to write a
report to the Registrant detailing the mineralization on the Zeb Oro claim
and recommending a future work program. This report was completed on April
30, 1999 and has been summarized in part in this Form under the heading of
"Exploration and Development of Zeb Oro Mineral Property."

(4) Incorporation costs written-off - $670

The Registrant has treated the costs of incorporation as period costs and
has written them off as an expense in the current period rather than
capitalize them and amortize them over a period of time.

16
<PAGE>

(5) Management fee - $1,000

The Registrant has not paid any fees to its directors or officers during
the current period. Nevertheless, the Registrant realizes that there is a
cost involved in the directors and officers devoting time and effort to the
affairs of the Registrant. Therefore, a management fee of $1,000 has been
expensed and credited to capital contribution during the current period.

(6) Office and miscellaneous - $175

Office and miscellaneous represents the printing of cheques for use by the
Registrant, photocopying, courier and fax charges for the period.

(7) Rent - $600

The Registrant uses the personal residence of the President of the
Registrant as an office. No charge has been incurred by the Registrant.
Nevertheless, the Registrant recognizes that there is a cost to using an
office and therefore has expensed $600 and credited to capital contribution
a similar amount.

(8) Staking costs - $368

The Registrant engaged the services of Edward Skoda to stake the Zeb Oro
claim in the Zeballos area of British Columbia. Mr. Skoda invoiced the
Registrant for his staking and recording costs.

(9) Telephone - $200

The Registrant has not incurred any telephone charges to date.
Nevertheless, the Registrant recognizes the fact that there is a telephone
cost to operating a business and therefore has expensed $200 with an
offsetting credit to capital contribution. This expense was determined on
the fair market value of obtaining a telephone line and operating for a
three month period.

(10) Transfer agent's fees - $2,296

Transfer agent's fees comprise $1,200 as the annual fee paid to maintain an
account with the transfer agent and $1,096 for preparation and issuance of
share certificates. The Registrant has treated for accounting purposes the
annual fee of $1,200 as a period cost and has written it off in the current
period rather than amortizating it over the entire year.

Management feels that its present cash position after the payment of
all outstanding accounts payable is sufficient to meet its present needs other
than undertaking any exploration program on the Zeb Oro claim. To maintain the
Zeb Oro claims in good standing for an additional year, being to February 2001,
would result in cash been spent in the amount of approximately $1,000. Other
expenses required by the Registrant in the immediate future would be for
accounting, transfer agent charges, office expenses and audit. If the Registrant
wishes to explore the Zeb Oro claim it will require additional funds. These
funds might be provided by the directors and officers, by way of bank financing
or the selling of the Registrant's capital stock. No consideration, at this
time, has been given to the raising of additional funds.

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

17
<PAGE>

YEAR 2000 COMPUTER PROBLEMS

The Registrant is engaged in and dependent on computer technology in
its business operations. Many existing computer programs use only two digits to
identify a year in the date field; i.e., "98" instead of "1998". These programs
were designed and developed without considering the impact of the upcoming
change in the century, i.e., Year 2000. The Registrant uses computer software
programs and systems that are essential to its business operations. In addition
to the computer software programs, all computer equipment contains embedded
computer chips. The Registrant is dependent upon equipment used by its
suppliers, geologists and other professional bodies; all of which are themselves
dependent upon computer software and computer equipment. It is difficult for the
Registrant to ensure that its suppliers, geologists and other professional
bodies have addressed the Year 2000 problem.

The Registrant has determined that the consequences of its Year 2000
issues are likely to be material, in that a breakdown in the economy due to the
Year 2000 problem might endanger its chances of having meaningful information
from its exploration results. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. The Registrant has:

1. The Registrant will be acquiring before the year 2000 Pentium 3
computers using Microsoft Windows 98 which are Year 2000 compatible.
The Registrant will undertake a review of the computer equipment and
software available to it and determine if the Year 2000 problem has
been addressed. This review should be completed by the last fall of
1999.

2. incurred no cost, as yet, to address the Year 2000 issue but expects
its cost in the future will be for the purchase of the computer
equipment and software mentioned in (1) above.

3. acknowledged the risk it faces with the Year 2000 issue from its
suppliers, geologists and professional bodies who have not addressed
the Year 2000 issue and hence can no longer operate once the Year 2000
is upon the business community.

4. a contingent plan in that it will discuss with its suppliers,
geologists and other professional bodies their contingent plans and if
they do not address the Year 2000 problem the Registrant will switch
to other suppliers, geologists and professional bodies that have done
so. There is no guarantee the Registrant will be successful in
identifying those suppliers, geologists and professionals who have
addressed the Year 2000 problem.

However, there may be untold numbers of unforeseen circumstances or
unknown factors which the Registrant has not yet identified, determined or
anticipated regarding the Year 2000 computer problems, and such problems could
have a material adverse affect on the Registrant's business operations and
financial condition. Consequently, the Registrant can give no assurance that the
Year 2000 compliance can be fully achieved without costs and uncertainties that
may seriously and substantially adversely affect the Registrant's operations and
financial results.

In summary, the problem is a massive, pervasive, complex, world-wide
phenomena that could, in a worst-case scenario, totally shut down and destroy
the Registrant's business operations.

18
<PAGE>

ITEM 3. DESCRIPTION OF PROPERTY

The Zeb Oro claim consists of one 15 unit metric claim (13.2 miles)
situated within the Zeballos mining camp near the town of Zeballos about 300
kilometres (186 miles) northwest of Victoria, British Columbia. The property is
100 percent owned by Zeb Oro Explorations Inc.

The following is a description of the past exploration activities on
the Zeb Oro claim.

Several prospects lie within or on the claim boundaries of the Zeb Oro
claim and can be seen on Exhibit 99 (a). These prospects were all staked and
explored initially between 1936 and 1939 and have seen little activity since.
Most of this early work consisted of surface stripping and a number of open cuts
or short adits driven on high-grade gold veins. The entrances to most adits are
now caved and covered by debris and the open cuts are sloughed.

The most extensive workings were developed on the Maquinna vein where a
total of six adits and numerous surface workings traced the vein over 670 meters
(2,630 feet). West Zeballos Gold Mines Ltd., who owned the claims, now owned by
the Registrant, from 1938 until 1943, did all the development work on the
Maquinna property. The vein is ribboned with sulphides and quartz, varying 2.5
to 27 centimeters in width with assays up to 21.3 grams per tonne gold however
assays long the vein are generally less than 7.0 grams per tonne gold. The
Blackbird occurrence is considered part of the Maquinna property and is located
220 meters south of the main adit. A silicified lens of limestone is exposed at
the Blackbird over 25 meters and contains pods of magnetite and chalcopyrite in
contact with hornfelsed tuffs to the north.

The Cordova shear-vein occurrence was staked initially by R.V. Murphy
in 1937. He explored gold mineralized quartz lenses in the shear drifting a 15
meter (46 feet) adit and opening working three open cuts. The only recorded
production from the Zeb Oro property comes from the Cordova vein in 1939 when
156 grams gold, 31 grams silver and 4 kilograms of copper were recovered from
1.0 tonnes of ore.

Three other shear-vein occurrences are located within the Zeb Oro
property however limited exploration work was completed on them due to poor
initial results. The Pandora vein occurs in a narrow mineralized shear (10 cm)
and was staked and worked in the 1939 by Jack Crossan of Zeballos. The Omega
vein was staked by John Hagmo and C.J. Heaney in 1937 and later transferred
ownership to Torres-Zeballos Mines Ltd. who drove one short adit on the vein in
1939. No production was ever recorded from the Omega showing. The Peerless
occurrence is a gold mineralized quartz vein (5.0 cm) which follows the contact
of the feldspar-porphyry dyke. The vein was prospected and exposed on surface by
Pioneer Gold Mines Ltd. in 1937 and 1938 however no further work has ever been
recorded.

The Registrant's geologist has not taken any soil samples from the
property due to the snow conditions being present when the Registrant acquired
the claim.

OFFICES

The Registrant's executive offices are located at 825 - 1200 West 73rd
Avenue, Vancouver, British Columbia, Canada. The office is located in the
offices of the President of the Registrant which are used to transact business
of his other business interests. There is no charge to the Registrant for office
but an imputed charge of $600 has been expensed during the current period with
an offsetting entry to capital contribution. The Registrant realizes it will
eventually be required to contribute its

19
<PAGE>

fair share to office rent. No discussions between the directors has taken place
to date to decide upon the terms and conditions of the office rent.

INCORPORATION IN THE STATE OF NEVADA

The Registrant incorporated in the State of Nevada rather than British
Columbia mainly due to the tax reasons. In British Columbia the province has a
capital tax based on the issued and outstanding shares. This is an annual tax.
In addition both the Federal and Provincial Governments impose tax on any
profits made. This tax could range as high as 51% of net income. By having a
Nevada based company the Registrant will only be subject to a 15% withholding
tax as set forth in the Canada/ US Tax Treaty. The State of Nevada has no
corporate tax.

OTHER PROPERTY

The Registrant does not own any other property other than the rights to the
minerals located on the Zeb Oro claim.

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 Registrant to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of June 30,
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 STEVEN BRUCE 2,500,000 (i) 22.68%
Shares 825 - 1200 West 73rd Avenue
Vancouver, B.C.
Canada, V6P 6G7

Common MICHAEL J. KENNAUGH 2,500,000 (ii) 22.68%
Shares 42 - 2951 Panorama Drive
Coquitlam, British Columbia
Canada, V3E 2W3

</TABLE>

(1) As of June 30, 1999 there were 11,025,000 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.

(i) Steven Bruce, the President and Director of the Registrant, purchased
for cash 2,500,000 shares at a price of $0.001 per share. These shares
were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended. Each of the share
certificates has the appropriate legend restricting its sale and
transfer.

20
<PAGE>

(ii)Michael J. Kennaugh, a director of the Registrant, purchased for cash
2,500,000 shares at a price of $0.001 per share. These shares were
issued pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended. Each of the share
certificates has the appropriate legend restricting its sale and
transfer.

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 June 30, 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 STEVEN BRUCE 2,500,000 (3) 22.68%
Shares 825 - 1200 West 73rd Avenue
Vancouver, B.C.
Canada, V6P 6G5

Common MICHAEL J. KENNAUGH 2,500,000 (3) 22.68%
Shares 42 - 2951 Panorama Drive
Coquitlam, British Columbia
Canada, V3E 2W3

Common CAROL KRUSHNISKY NIL (3) 0.00%
Shares 1070 Eden Crescent
Delta, B.C.
Canada, V4L 1W7

All officers and directors as a 5,000,000 45.36%
group (three persons)
</TABLE>

(1) As of June 30, 1999, there were 11,025,000 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. None of the directors
or officers have any options, warrants, rights or conversion privileges
outstanding.

(3) Mr. Bruce is President and a Director of the Registrant and one of the
controlling shareholders. 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. Bruce could sell a percentage of his shares every
three months based on 1% of the outstanding stock. Therefore, this stock
cannot be sold except in compliance with the provisions of Rule 144.

Mr. Kennaugh is a Director of the Registrant and one of the controlling
shareholders. 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. Kennaugh could sell a percentage of his shares every three

21
<PAGE>

months based on 1% of the outstanding stock. Therefore, this stock cannot
be sold except in compliance with the provisions of Rule 144.

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

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies the Registrant's directors and executive
officers as of June 30, 1999. Directors are elected at the Registrant's annual
meeting of stockholders and hold office until their successors are elected and
qualified. The Registrant'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
----------- ----------------- -----------

<S> <C> <C>
Steven Bruce President and Director 2000

Michael J. Kennaugh Director 2000

Carol Krushnisky Secretary Treasurer -
</TABLE>

STEVEN BRUCE, 41, graduated from Simon Fraser University in 1981 with a
Bachelor of Commerce degree in Economics. Since graduation he has been employed
with New Generation Power Corp. as Vice-President and Chief Operational Officer.
While employed with New Generation Power his duties included power contract
negotiation, project financing and administration over all aspects of the
accounting and financial functions. Subsequently Mr. Bruce became Vice-President
and Chief Financial officer of Newgen Environmental Systems Inc., a company
listed on the Alberta Stock Exchange ("Exchange") in Calgary, Alberta, Canada,
and specialized in all aspects of the development of the company and in
compliance reporting with the Exchange. Mr. Bruce has been employed with Newgen
Environmental Systems Inc. for the past 10 years.

CAROL KRUSHNISKY, 59, graduated on the Dean's List from Quesnel
Secondary High School before working for two years in Quesnel, British Columbia
as a secretarial assistant to a group of lawyers. Subsequent to this position,
Ms. Krushnisky became assistant secretary to the Regional Engineer of British
Columbia before becoming private secretary to the Minister of Highway of British
Columbia, Phil Galaradi. She was employed in these two positions for a period of
five years starting in 1960. After ceasing work for several years due to a
family, Ms. Krushnisky incorporated and became president of Dixie Secretarial
Services Ltd., a company supplying office assistance to various businesses. In
conjunction with operating this company, Ms. Krushnisky accepted a position at
Swinton & Company where she was personal secretary to the senior partners.
During this time her main duties were reviewing of contracts, incorporating both
private and public companies and communications as requested with various
clients. For the past ten years, since 1989, she has managed her own business
being a distributor for Mary Kay cosmetics. During this time she has served as a
director of two public companies listed on the Vancouver Stock Exchange; British
Pacific Investments and Amca Industries Inc. She has assisted in the formation
of other companies both public and private.

MICHAEL J. KENNAUGH, 57, graduated from the University of British
Columbia in 1978 with a degree in real estate appraisal after having obtained a
Bachelor of Science degree from the University of Victoria where he majored in
Urban Land Geology. In 1979 he became a salesperson for DFH Realty Limited in
Victoria, British Columbia and in 1982 moved to Vancouver to work as a
commercial and residential sales agent for Royal Trust. In 1987 he jointed
Realty World and a year

22
<PAGE>

later became an appraiser for Kerr & Kerr Real Estate Appraisers. In 1990 he
became head of the appraisal department before starting his own appraisal firm,
Canwest Appraisals Services Ltd. He was president and sole director of Canwest
which specialized in commercial appraisals of land and businesses. In 1996 he
joined Windermere Real Estate Services as a commercial salesperson before it
merged in 1997 with Kennington Green Real Estate Ltd. He is still employed with
Kennington Green Real Estate Services.

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

ITEM 6. EXECUTIVE COMPENSATION

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

The following table sets forth compensation paid or accrued by the
Registrant during the period ended June 30, 1999 to the Registrant's President
and shows compensation paid to any other officers or directors.

SUMMARY COMPENSATION TABLE (1999)

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 Principal Comp. awards SAR payouts sation
position Year Salary ($) ($) (#) ($) ($)
------------- ---- ------- --- --- --- --- -----

<S> <C> <C> <C> <C> <C> <C> <C>
Steven Bruce, 1999 -0- -0- -0- -0- -0- -0-
President and
Director

Michael Kennaugh, 1999 -0- -0- -0- -0- -0- -0-
Director

Carol Krushnisky, 1999 -0- -0- -0- -0- -0- -0-
Secretary 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 June 30, 1999 and no options
have been granted in 1999, but it is contemplated that the Registrant 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. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.

23
<PAGE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Registrant has never before filed a prospectus specified under
Section 10(a) of the Securities Act of 1933 at this time. The Registrant raised
funds from its officers and directors relatives, friends and business associates
as more fully described below.

Shares issued to Directors

On March 16, 1999 the directors of the Registrant subscribed for
5,000,000 shares at $0.001 per share for cash consideration. The breakdown of
the shares is as follows:

Steven Bruce 2,500,000 shares
Michael J. Kennaugh 2,500,000 shares

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, the holders of
these shares of the Registrant could sell a percentage of their shares every
three months based on 1% of the outstanding stock in the Registrant. 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 stock and a legend is imprinted on each stock certificate.

Shares issued at $0.001 to non-directors and officers

On March 20, 1999 the Registrant accepted subscription agreements from
12 individual corporations for a total number of 6,000,000 shares at a price of
$0.001 per share. All shares were paid for in cash. These shares were issued in
accordance with the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended and an appropriate Form D
was filed in connection with the issuance of these shares. The names of the
corporation, the principal officer and the number of shares purchased for each
corporation is listed below:
<TABLE>
<CAPTION>

Name of Corporation Principal Number of Shares
------------------- ---------- -----------------

<S> <C> <C>
Portsail Overseas Ltd. Maria Scott 550,000
Aquitaine Investments S.A. Ronald Lui 390,000
Longford Ventures Ltd. Jessica Garbutt 500,000
Principal Corp. Amir Sosa 545,000
Girot Compagnie S.A. Richard Smith 450,000
Kingmoor Capital Ltd. Tracey Williams 525,000
Waterloo Investments Inc. Clifford Wilkins 455,000
Ravensburg Kapital GmbH Marie Gabb 540,000
Camaret Freres S.A. Joy Vernon-Godfrey 530,000
First Lincoln Holdings Inc. Keith King 500,000
Blue Dolphin Capital Inc. David Finzer 480,000
Maurice International Inc. Michael Laidlaw 535,000

</TABLE>

Shares issued at $0.10 per share to other shareholders

On or about March 26, 1999, the Registrant issued the following shares
to individuals listed for the consideration of $0.10 per share. All shares were
paid for in cash. These shares were issued

24
<PAGE>

in accordance with the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended and an appropriate Form D
was filed in connection with the issuance of these shares.

Number of
Shareholder Shares
----------- ----------

Nikolas Krushnisky 500
Jako Krushnisky 1,000
Gordon Krushnisky 1,000
Carrie Lee Page 500
Colleen Watalla 750
David Bruce 1,000
James D. Bruce 1,500
Sandra Bruce 1,000
Robin Hethey 1,250
Carsten Mide 500
Glyn Hethey 1,000
John W. Walker 1,000
Carol Finley 1,000
Charles Hethey 1,800
James Hethey 1,800
Rebekah Krushnisky 750
Carrie Thachuk 750
E. Del Thachuk 1,000
Stacey Bligh 1,000
Mary Hethey 2,000
Ray Levesque 500
Maryanne Thachuk 1,200
Philip Yee 900
Raymond Miller 500
Michael Thachuk 800

Certain parties interested in the Registrant's success have contributed
and continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement. The Registrant has given recognition to
this contribution by including in expenses and crediting capital surplus the
following amounts:

Management fees $ 1,000
Rent 600
Telephone 200
------
$ 1,800
======
There is no lease arrangement for office space between the Registrant
and its President.

Certain directors of the Registrant are directors, officers,
stockholders and/or employees of other companies, and conflicts of interest may
arise between their duties as directors of the Registrant and as directors,
officers of other companies. All such possible conflicts will be disclosed and
the directors concerned will govern themselves in respect thereof to the best of
their ability in accordance with the obligations imposed on them under the laws
of the State of Nevada.

All officers and directors are aware of their fiduciary
responsibilities under corporate law, especially insofar as taking advantage,
directly or indirectly, of information or opportunities acquired in their
capacities as officers and directors of the Registrant. Any transaction with

25
<PAGE>

officers or directors will only be on terms consistent with industry standards
and sound business practice in accordance with the fiduciary duties of those
persons to the Registrant, and depending upon the magnitude of the transactions
and the absence of any disinterested board members, the transactions may be
submitted to the shareholders for their approval in the absence of any
independent board members.

REPORTS TO SECURITIES HOLDERS

Prior to filing this Form 10-SB, the Registrant has not been required
to deliver annual reports. To the extent that the Registrant is required to
deliver annual reports to security holders through its status of a reporting
company, the Registrant shall deliver annual reports. Also, to the extent the
Registrant is required to deliver annual reports by the rules or regulations of
any exchange upon which the Registrant's shares are traded, the Registrant shall
deliver annual reports. If the Registrant is not required to deliver annual
reports, the Registrant will not go to the expense of producing and delivering
such reports. If the Registrant is required to deliver annual reports, they will
contain audited financial statements as required.

Prior to the filing of this Form 10-SB, the Registrant has not filed
reports with the Securities and Exchange Commission. Once the Registrant becomes
a reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Registrant issues additional shares, the
Registrant may file additional registration statements for those shares.

The public may read and copy any material which the Registrant files
with the Securities and Exchange Commission at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).

ITEM 8. DESCRIPTION OF SECURITIES

The Registrant's articles of incorporation currently provide that the
Registrant is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at June 30, 1999, 11,025,000 shares were outstanding.

COMMON STOCK

Each holder of record of the Registrant's common stock is entitled to
one vote per share in the election of the Registrant's directors and all other
matters submitted to the Registrant's stockholders for a vote. Holders of the
Registrant's common stock are also entitled to share ratably in all dividends
when, as, and if declared by the Registrant's Board of Directors from funds
legally available therefore, and to share ratably in all assets available for
distribution to the Registrant'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 Registrant's securities, and no conversion rights or sinking fund
provisions applicable to the common stock.

Neither the Registrant'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

26
<PAGE>

the Board of Directors, and persons owning less than a majority could be
foreclosed from electing any.

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.

27
<PAGE>

PART 11

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

MARKET INFORMATION

The Registrant's stock is not presently traded or listed on any public
market. Upon effectiveness of the Registrant'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".

There is no established market price for the shares. There are no
common shares subject to outstanding options or warrants or securities
convertible into common equity of the Registrant. The number of shares subject
to Rule 144 is 5,000,000. Each share certificate has the appropriate legend
affixed thereto. There are no shares being offered to the public and no shares
have been offered pursuant to an employee benefit plan or dividend reinvestment
plan.

HOLDERS

The approximate number of record holders of the Registrant's common
stock as at June 30, 1999 is 39 of which two are directors of the Registrant.

DIVIDENDS

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

TRANSFER AGENT

The Registrant'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 Registrant 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 Registrant's principal accountant is
Andersen Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for
the period from inception to April 30, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Registrant's accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

From inception through to June 30, 1999, the Registrant 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):

28
<PAGE>

(i) Subscription for 5,000,000 shares by the Directors of the Registrant

On March 16,1999 the Registrant approved the issuance to its directors
of 5,000,000 shares at a price per share of $0.001. Mr. Bruce, President of the
Registrant, purchased for cash 2,500,000 shares and Mr. Kennaugh, Director of
the Registrant, purchased for cash 2,500,000 shares. 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, the Directors could sell within a three month period a
percentage of their shares based on 1% of the outstanding stock in the
Registrant. 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 a price of $0.001 per share

On March 21, 1999, the Registrant accepted share subscriptions from
twelve corporate investors of a total of 6,000,000 shares at a price of $0.001
per share. All shares were paid for in cash which result in proceeds to the
Registrant of $6,000. These shares were issued in accordance with the exemption
from registration provided by Rule 504 of Regulation D of the Securities Act of
1933, as amended, and an appropriate Form D was filed in connection with the
issuance of these shares. All of these corporation reside outside the United
States and none of the principals are residents or citizens of the United
States.

(iii) Subscriptions for 25,000 shares at a price of $0.10 per share

On March 27, 1999, the Registrant accepted subscriptions from
twenty-five investors in the amount of 25,000 shares at a price of $0.10per
share. In all cases the consideration was cash. These shares were issued in
accordance with the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended, and an appropriate Form
D was filed in connection with the issuance of these shares. All the
shareholders live outside the United States and none are US citizens.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.751 of the Nevada General Corporation Law allows the
Registrant 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 Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee, or agent of any corporation, partnership, joint
venture, trust, or other enterprise. The Registrant's bylaws provide that such
person shall be indemnified and held harmless to the fullest extent permitted by
Nevada law.

Nevada law permits the Registrant 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 Registrant. The Registrant's bylaws require
that the Registrant 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
Registrant pursuant to the foregoing provisions or otherwise, the Registrant 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.

29
<PAGE>

PART F/S

FINANCIAL STATEMENTS

The following financial statements are filed with this Form 10-SB:
<TABLE>
<CAPTION>

Page
----
<S> <C>
Report of Independent Certified Public Accountants 31
Financial Statements of Zeb Oro Explorations Inc.
Balance Sheet as at April 30, 1999 32
Statement of Operations for the Period from March 4, 1999 (Date
of Inception) to April 30, 1999 33
Statement of Changes in Stockholders' Equity for the Period from
March 4, 1999 (Date of Inception) to April 30, 1999 34
Statement of Cash Flows for the Period from March 4, 1999 (Date
of Inception) to April 30, 1999 35
Notes to Financial Statements 36

</TABLE>

30
<PAGE>

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

Board of Directors
Zeb Oro Explorations Inc.
Vancouver B. C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Zeb Oro Explorations Inc. (a
development stage company) at April 30, 1999 and the statement of operations,
stockholders' equity, and cash flows for the period from March 4, 1999 (date of
inception) to April 30, 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 Zeb Oro Explorations Inc. at
April 30, 1999 and the results of operations, and cash flows for the period from
March 4, 1999 (date of inception) to April 30, 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 exploration
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"
May 28, 1999

A member of ACF International with affiliated offices worldwide

31
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
BALANCE
APRIL 30, 1999

ASSETS
CURRENT ASSETS
Cash $ 9,811
------
Total Current Assets 9,811
OTHER ASSETS
Mineral claims - Note 3 -
------
$ 9,811
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,345
------
Total Current Liabilities 3,345
======
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 11,025,000 shares issued and outstanding 11,025
Capital in excess of par value 4,275
Deficit accumulated during the development stage (8,824)
------
Total Stockholders' Equity 6,466
------
$ 9,811
======

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

32
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 4, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999

SALES $ -

EXPENSES 8,834

NET LOSS $ (8,834)
======
NET LOSS PER COMMON SHARE

Basic $ (.001)
======

AVERAGE OUTSTANDING SHARES

Basic 11,025,000
==========

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

33
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 4, 1999 (DATE OF INCEPTION)
TO APRIL 30, 1999

Common Stock Capital in
--------------- Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ ----------- ---------
<S> <C> <C> <C> <C>
BALANCE MARCH 4, 1999 (date of inception) - $ - $ - $ -

Issuance of common stock for cash
at $.001 - March 14, 1999 5,000,000 5,000 - -

Issuance of common stock for cash
at $0.001 - March 16, 1999 6,000,000 6,000 - -

Issuance of common stock for cash
At $0.10 - March 27, 1999 25,000 25 2,475 -

Capital contribution - expenses - - 1,800 -

Net operating loss for the period from
March 4, 1999 to April 30, 1999 - - - (8,834)

BALANCE APRIL 30, 1999 ,11,025,000 $ 11,025 $ 4,275 $(8,824)
=========== ====== ===== ======
</TABLE>

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

34
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 4, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $ (8,834)

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

Change in accounts payable 3,345
Capital contributions - expenses 1,800
-------

Net Cash From Operations (3,689)
=======
CASH FLOWS FROM INVESTING
ACTIVITIES: -
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock 13,500
-------

Net Increase in Cash 9,811
-------
Cash at Beginning of Period -

Cash at End of Period $ 9,811
=======

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Capital contributions - expenses $ 1,800
=====

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

35
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on March 4,
1999 with authorized common stock of 200,000,000 shares at $0.001.

The Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore reserve and therefore has not reached the development stage and is
considered to be in the exploration stage. (Note 3).

Since its inception the Company has completed a Regulation D offerings of
11,025,000 shares of its capital stock for cash.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

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 December 31, and has not completed
an operating period and therefore has not filed an income tax return, however,
the Company may incur an operating loss for the period ended December 31, 1999
which will be available for carryover and applied against future taxable income
resulting in a tax benefit. The potential tax benefit from any loss carry
forward has been fully offset by a valuation reserve because the use of any
future tax benefit is doubtful since the Company has no operations.

Any loss carryforward from the year ended December 31, 1999 will expire in the
year 2020.

Earning (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.

36
<PAGE>

ZEB ORO EXPLORATIONS INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - continued

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.

Capitalization of Mining Claim Costs

Cost of acquisition, exploration, carrying, and retaining uproven properties are
expensed as incurred. Cost incurred in proving and developing a commercially
minable ore reserve ready for production are capitalized and amortized over the
life of the mineral deposit or over a shorter period if the property is shown to
have an impairment in value. Expenditures for mine equipment are capitalized and
depreciated over their useful lives.

Environmental Requirements

At the report date environmental requirements related to the mineral claims
acquired (note 3) are unknown and therefore an 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. MINERAL CLAIMS

The Company has acquired one 15 unit metric mineral claim known as the Zeb Oro
Claim claims located in the Zeballos mining area near the town of Zeballos about
300 kilometres

<PAGE>

ZEB ORO EXPLORATIONS INC.
(Exploration Stage Company)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)

3. MINERAL CLAIMS - continued

northwest of Victoria, British Columbia with an expiration date of February 11,
2000. The cost of staking and filing have been expensed.

The claims have not been proven to have a commercially minable ore reserve and
therefore all costs for exploration and retaining the properties have been
expensed.

The claims may be retained by the Company by payment of yearly lease amount of
$1,000 in February 2000 and $2,000 in February 2001 and thereafter.

4. RELATED PARTY TRANSACTIONS

Related parties have acquired 45% of the common stock issued.

Officers and directors have paid expenses for the Company which are shown as a
contribution to capital amounting to $1,800.

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 risk factors for
this possibility are unknown and the Company has formulated no policy for the
resolution of such conflicts.

5. GOING CONCERN

The Company does not have the working capital necessary to complete the
exploration of the minerals claims in note 3.

The Company will need additional working capital to be successful in its planned
activities and 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.

38
<PAGE>

PART 111

ITEM 1. INDEX TO EXHIBITS

EXHIBIT
NO.
- -------

(2) Charter and By-Laws
(a) Certificate of Incorporation of Zeb Oro Explorations Inc.
(filed herewith, page 41)

(b) Bylaws (filed herewith, page 45)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith,
page 56)
(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 March
10, 1999 (filed herewith, page 57)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 60)
(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
None
(99) Addition Exhibits
(a) Claim Map - Zeb Oro Explorations Inc. (filed herewith,
page 61) (b) Glossary of Geological and Technical Terms (filed
herewith, page 62) (C) Geologists Used as References (filed
herewith, page 67)

ITEM 2. DESCRIPTIONS OF EXHIBITS

[Attached, pages 41 through 67]

39
<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.

ZEB ORO EXPLORATIONS INC.
(Registrant)

by /s/ "STEVEN BRUCE"
--------------------------
Steven Bruce
President and Director

By /s/ "CAROL KRUSHNIKSY"
--------------------------
Carol Krushnisky
Secretary Treasurer

Dated: September 28, 1999

EXHIBIT NO. 2(A)

ARTICLES OF INCORORATION
OF

ZEB ORO EXPLORATIONS 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:

ZEB ORO EXPLORATIONS 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

41
<PAGE>

the meaning of general terms or of the general powers of the
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 ($200,000.00).

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
---- -------
Michael J. Kennaugh 42 - 2951 Panorama Drive
Coquitlam, British Columbia
Canada, V3E 2W3

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.

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.

42
<PAGE>

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.

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 3rd day of March, 1999.

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

43
<PAGE>

STATE OF NEVADA }
: ss.
COUNTY OF WASHOE }

On the 3rd day of March, 1999, 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, 2000

EXHIBIT NO. 2(B)

BY LAWS

ZEB ORO EXPLORATIONS 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.

45
<PAGE>

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 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 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

46
<PAGE>

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 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

47
<PAGE>

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 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.

48
<PAGE>

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 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

49
<PAGE>

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 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

50
<PAGE>

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.

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.

51
<PAGE>

12. SECTION 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.

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

52
<PAGE>

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 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

53
<PAGE>

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.

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

54
<PAGE>

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.

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 MARCH 5, 1999.

CERTIFICATE OF THE SECRETARY

I, Carol Krushnisky, hereby certify that I am the Secretary of ZEB ORO
EXPLORATIONS INC.., and the foregoing Bylaws, consisting of 12 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 .

IN WITNESS WHEREOF, I have hereunto subscribed my name on March 5, 1999.

/s/ "Carol Krushnisky"
- -----------------------------
Carol Krushnisky - Secretary

EXHIBIT 3(A)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SPECIMEN STOCK CERTIFICATES

CUSIP NO. 989203 10 4

(LOGO) SHARES
ZEB ORO
EXPLORATIONS INC.

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

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

-Shares of ZEB ORO EXPLORATIONS 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:

"Carol Krushnisky "Steven Bruce"
- ---------------------------------- -----------------------------------
Secretary President

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

56
<PAGE>

TRANSFER AGENT AND REGISITRAR AGREEMENT

THIS AGREEMENT made and entered into this 10th day of March, 1999 by and
between:

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

ZEB ORO EXPLORATIONS INC., 320 - 1100 Melville Street, Vancouver, B.C. V6E
4A6, 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 10th day of March, 1999.

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 on 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.

5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is

57
<PAGE>

registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

6. [STOCKHOLDER 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 agrees 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 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

58
<PAGE>

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:
Michael J. Kennaugh
ZEB ORO EXPLORATIONS INC.
320 - 1100 Melville Street
Vancouver, B.C. V6E 4A6

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.

NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT

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

ZEB ORO EXPLORATIONS INC.
COMPANY

BY /s/ "MICHAEL J. KENNAUGH"
-----------------------------------
MICHAEL J. KENNAUGH
PRESIDENT

EXHIBIT 10(I)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

ZEB ORO EXPLORATIONS INC.

We hereby consent to the use of our report dated May 28, 1999, in the
registration statement of Zeb Oro Explorations Inc. filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.

/s/ L. REX ANDERSEN
--------------------------------
ANDERSEN ANDERSEN & STRONG, L.C.

Salt Lake City, Utah
May 28, 1999

EXHIBIT 99(A)

[GRAPHIC OMITTED]

EXHIBIT 99 (B)

GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS

Andesite - Fine grained intermediate volcanic rock.

Anticlinoria - A fold system in the form of an arch.

Argillite - A compact rock derived from either mudstone or shale but lacking
lamination or cleavage.

Arsenopyrite - An arsenic mineral, FeAsS, found mainly in hydrothermal veins.

Auriferous - Refers to a substance that contains gold, esp. gold-bearing mineral
deposits.

Basalt - A fine-grained, sometimes glassy basic (dark colored) igneous rock.

Basaltic - A fine-grained dark volcanic rock whose strata sometimes form
columns.

Bedded - A mineral fixed firmly into another rock formation.

Breccia - A coarse-grained rock, composed of angular broken rock fragments held
together by a mineral cement or in a fine-grained matrix.

Calcareous - Chalky rock containing calcium carbonate.

Caps - A hard rock overlying another rock formation.

Chalcopyrite - The main copper ore, CuFeS2. A widely occurring mineral found
mainly in veins.

Clastic rocks - A sedimentary rock composed of broken fragments that are derived
from preexisting rocks of any origin.

Comagmatic - A term applied to a series of igneous rocks which are assumed to
have been derived from a common source.

Conformable - A sequence of beds are said to be conformable when they represent
an unbroken period of deposition.

Contact metamorphism - thermal metamorphism causing change in the original
character of the rock and associated with igneous intrusions.

Cretaceous - A specific geologic time period of approximately 72 million years
from 136 million years ago to 64 million years before present.

Cross fault - A fault that crosses another at a high angle.

Diorite - A course-grained plutonic igneous rock containing quartz.

62
<PAGE>

Dragfold - Being a minor fold, usually one of a series, formed in an incompetent
bed lying between more competite beds, produced by movement of the competent
beds in opposite directions relative to one another.

Dyke - A sheet-like body of igneous rock, which cuts across the bedding or
structural planes of the host rock.

Fault - A fracture in rock along which there has been an observable amount of
displacement. When faults occur along parallel or subparallel sets of planes
they are called fault or fracture zones.

Formation - A number of rock units of consistent composition large enough to be
traced on a regional scale.

Gabbro - A course-grained (plutonic) dark colored igneous rock.

Galena - The most important ore of lead, PbS, found in hydrothermal veins and as
a replacement mineral

Gash vein - Veins formed in spaces produced from structural deformation of the
rock.

Geochemical anomaly - A sudden increase in the quantity of a particular element
over a limited area.

Gouge - Rock material that has been ground to clay, often found along fault
contacts - so named because the miners can "gouge" it out to facilitate the
mining of the vein itself.

Granite - A course-grained igneous rock composed of >20% quartz and feldspar of
which plagioclase and alkali feldspar are present in approximately equal
amounts.

Granodiorite - A coarse-grained igneous rock composed of >20% quartz and
feldspar of which plagioclase makes up >67% of the total feldspar.

Greywacke - An immature sandstone having > 15% clay minerals.

Group - A group (one or more) Formations of approximately the same age.

High level stocks - intruded igneous rocks that crystallized under near surface
conditions.

Hornblende diorite - A coarse-grained plutonic intermediate igneous rock,
consisting essentially of intermediate plagioclase and hornblende; quartz may be
present in amounts up to 10% and alkali feldspar may also occur up to one third
of the total feldspar.

Hydrothermal - Pertaining to hot water, or the action of hot water such as a
mineral deposit precipitated from hot aqueous solution, with or without
demonstrable association with igneous processes.

Igneous rock - Rock formed by the solidification of molten material that
originated within the Earth.

63
<PAGE>

Interbedded - Between two layers; e.g. a lava flow may occur interbedded between
two layers of sediments.

Intrusion - A body of igneous rock which has formed itself into pre-existing
rocks, either along some definite structural feature or by deformation and
cross-cutting of the invaded rocks.

Jurassic - A specific geologic time period from 208.0 million years to 145.6
million years before present.

Lenticular - Resembling in shape the cross section of a lens

Limestone - A sedimentary rock consisting chiefly of calcium carbonate primarily
in the form of the mineral calcite.

Magnetite - An important iron ore mineral, Fe3O4, found in igneous rocks,
contact metamorphic deposits, replacement deposits and placer deposits.

Marcasite - A mineral with the same chemical composition as pyrite (FeS2) but
differing in atomic structure; often referred to as white pyrite because of its
paler color.

Mesozoic - The name used to describe several periods of geologic time covering
from 225 million years to about 65 million years ago.

Metasomatism - A metamorphic change which involves the introduction of material
from an external source. In some circumstances one mineral completely replaces
the other or if metasomatic fluids are energetic enough, recrystallisation
occurs concealing some of the effects of the process.

Monoclinal fold - A fold having only one limb and being a uniform gentle dip.

Oreshoot - An elongate chimneylike mass of ore within a deposit (usually a
vein), representing the more valuable part of the deposit.

Overturned fold - A fold that is inclined and the two limbs dip in the same
direction at different amounts. The sequence of strata thus appears reversed.

Phenocryst - A term for large crystals or mineral grains within the matrix or
groundmass of a porphyry.

Plagioclase - Commonly labradoite or bytownite.

Plutonic rock - Igneous rock formed deep within the Earth under the influence of
high heat and pressure; distinguished from eruptive rock formed at the surface.

Porphyry - An igneous rock of any composition that contains obvious phenocrysts
in a fine-grained groundmass.

Pyrite - The most widespread sulphide mineral, chemical formula: FeS2,

64
<PAGE>

Pyroclastic rocks - Consist of fragmental volcanic material which has been blown
into the atmosphere by explosive activity.

Pyrrhotite - A mineral, Fe1-xS, found in basic igneous rocks, pegmatites and
contact metamorphic rocks.

Quartz diorite - A group of plutonic rocks having the composition of diorite but
with an appreciable amount of quartz, i.e. between 5% and 20% of the light
colored constituents.

Recumbent fold - An overturned fold, the axial plane of which is horizontal or
nearly so.

Replacement deposit - A mineral deposit that has been formed by mineral
solutions taking the place of some earlier, different substance.

Rhyolite - Fine-grained to glassy light colored volcanic rocks.

Sedimentary rock - A rock resulting from the consolidation of loose sediment
that has accumulated in layers.

Shear strain - The angular displacement of a structural member due to a force
acting across it.

Shear stress - The resultant of forces acting on a body of rock that tends to
distort its shape, measured per unit of cross-sectional area.

Shear zone - A tabular zone of rock that has been crushed and brecciated by many
parallel fractures due to shear strain.

Silicified lens/zone - A area of limited size which been flooded or replaced
with silica generally resulting in the formation of fine-grained quartz or
chalcedony.

Sill - A sheet-like body of igneous rock that conforms to bedding and lies
nearly horizontal.

Skarn - A general term used to describe lime-bearing silicate rocks derived from
nearly pure limestone and metamorphosed by heat. Skarns are characterized by the
presence of calc-silicate minerals (amphibole, pyroxene, garnet) and sometimes
iron ore or sulphide deposits.

Sphalerite - The main ore of zinc, ZnS, found in metasomatic deposits with
galena, hydrothermal vein deposits, and in replacement deposits.

Stoping - In mining, a method of extracting ore from a vertical or steeply
dipping vein either above or below a level.

Stratigraphic sequence/succession - A chronological succession of sedimentary
rocks from older below to younger above, essentially without interruption.

Synclinoria - A basin-shaped fold system.

Tertiary - The period of time which elapsed between the end of the Cretaceous
and present time, having a duration of 65 million years ago, from 65 million
years to 0 million years ago.

65
<PAGE>

Triassic - The period of time which extends from 225 to 195 million years ago, a
duration of 30 million years, and marks the beginning of the Mesozoic Era.

Tuff - The general name for the unconsolidated material is ash, which on
consolidation is called a tuff.

Vancouver Group - a mountain range cover the upper half of Vancouver Island.

VLF-EM - A geophysical exploration method that uses very low frequency radio
waves to detect conductive formations or ore bodies below the Earth's surface.

Volcanic rock - A generally finely crystalline or glassy igneous rock resulting
from volcanic action at or near the Earth's surface, either ejected explosively
or extruded as lava.

Volcanoclastic - Descriptive of a clastic rock containing volcanic material.

EXHIBIT 99 (C)

GEOLOGISTS USED AS REFERENCES

Clothier, G.A. (1939): Lode Gold Deposits of the Zeballos Area, B.C.; British
Columbia Department of Mines, 23 pages.

Gunning, H.C. (1932): Preliminary Report on the Nimpkish Lake Quadrangle,
Vancouver Island, British Columbia, Geological Survey of Canada, Summary
Report 1931,
Part A.

Stevenson, J.S. and Maconachie, R.J.: The Zeballos Area, Minister of Mines,
B.C., Annual Report, pp. F41-F65.