COASTAL CARIBBEAN OILS & MINERALS LTD, 10-K405, 2000-03-02

COASTAL CARIBBEAN OILS & MINERALS LTD
10-K405, 2000-03-02
CRUDE PETROLEUM & NATURAL GAS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999
---------------------------------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 1-4668

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(Exact name of registrant as specified in its charter)

BERMUDA NONE
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

Clarendon House
Church Street
Hamilton, Bermuda HM 11
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (441) 295-1422
-------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered

Common stock, par value $.12 per share Boston Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE
(Title of Class)

<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
|X| Yes |_| No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

The aggregate market value of the common stock held by non-affiliates
of the registrant was approximately $46,275,000 (U.S.) at January 11, 2000.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:

Common stock, par value $.12 per share, 40,056,358 shares outstanding
as of February 1, 2000.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement of Coastal Caribbean Oils & Minerals, Ltd. related to
the Annual Meeting of Shareholders for the fiscal year ended December 31, 1999,
which is incorporated into Part III of this Form 10-K.

<PAGE>

TABLE OF CONTENTS

Page

PART I

Item 1. Business 4

Item 2. Properties 10

Item 3. Legal Proceedings 13

Item 4. Submission of Matters to a Vote of Security Holders 17

PART II

Item 5. Market for the Company's Common Stock and Related
Stockholder Matters 18

Item 6. Selected Consolidated Financial Information 20

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 21

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24

Item 8. Financial Statements and Supplementary Data 25

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 43

PART III

Item 10. Directors and Executive Officers of the Company 43

Item 11. Executive Compensation 43

Item 12. Security Ownership of Certain Beneficial Owners and Management 43

Item 13. Certain Relationships and Related Transactions 43

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 44

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

All monetary figures set forth are expressed in United States currency.

<PAGE>

PART I

Item 1. Business

(a) General Development of Business.

Coastal Caribbean Oils & Minerals, Ltd. (the "Company" or
"Coastal Caribbean"), a Bermuda corporation, is engaged through its majority
owned subsidiary in the exploration for oil and gas reserves. At December 31,
1999, Coastal Caribbean's principal asset was its 59 1/4 % interest in its
subsidiary, Coastal Petroleum Company ("Coastal Petroleum"). Coastal Petroleum's
principal assets are its nonproducing oil, gas and mineral leases and royalty
interests in the State of Florida. Coastal Petroleum has made no commercial
discoveries on the lands covered by these leases. At December 31,1999, the
amount of unproved oil, gas and mineral properties totaled $4.8 million which
costs the Company expects to recover.

Coastal Petroleum is the lessee under State of Florida leases
relating to the exploration for and production of oil, gas and minerals on
approximately 3,700,000 acres of submerged lands along the Gulf Coast and under
certain inland lakes and rivers. The leases provide for a working interest in
approximately 1,250,000 acres and a royalty interest in approximately 2,450,000
acres covered by the leases. Coastal Petroleum has made no commercial
discoveries on its leaseholds.

In 1990, the State of Florida enacted legislation that
prohibits drilling or exploration for oil or gas on Florida's offshore acreage.
Although the law does not apply to areas where Coastal Petroleum is entitled to
conduct exploration, the State of Florida has effectively prevented any
exploratory drilling by denying the Company's application for drilling permits.
In addition, in those areas where Coastal Petroleum has only a royalty interest,
the law also effectively prohibits production of oil and gas, rendering it
impossible for Coastal Petroleum to collect royalties from those areas. During
1998, Coastal Petroleum exhausted its legal remedies in its efforts to obtain
compensation for the drilling prohibition on its royalty interest acreage.

Coastal Petroleum has been involved in various lawsuits for
many years. Coastal Petroleum's current litigation (the "Florida Litigation")
involves two basic claims : whether Coastal Petroleum may obtain an oil and gas
exploration drilling permit and the amount of the required surety in connection
with any drilling, and whether the denial of a permit is a taking of its
property. In addition, Coastal Caribbean is a party to one additional action in
which Coastal Caribbean claims that certain of its royalty interests have been
confiscated by the State. During 1999, the Company actively pursued the Florida
Litigation.

On October 6, 1999, the Florida First District Court of Appeal
ruled that the DEP has the authority to deny Coastal Petroleum's drilling permit
for its St. George Island prospect, provided that Coastal Petroleum receives
just compensation for what has been taken. The State of Florida and certain
Florida environmental groups filed on November 1, 1999 a joint motion for
clarification, rehearing, or certification with respect to that decision, asking
the Court of Appeal, among other things, to clarify that the questions of
whether there has been a taking of Coastal Petroleum's leases should be
determined in the Circuit Court. A decision by the Court of Appeal on that
motion is pending.

On February 25, 1997, Coastal Petroleum filed twelve
additional applications for drilling permits. Coastal Petroleum objected to
certain requests for additional data by the Florida DEP. On March 26, 1999, an
administrative law judge upheld the DEP's requirements. Coastal Petroleum filed
a Notice of Appeal with the First District Court of Appeal. The decision of the
administrative law judge was affirmed by the Court of Appeal on February 29,
2000.

In order to fully permit the Apalachicola Reef Play which
includes the St. George Island prospect, on October 29, 1998 Coastal Petroleum
filed four additional permits (1310-1313). The DEP also requested additional
data for these permits. These applications are awaiting a decision of the First
District Court of Appeal regarding the twelve permit applications' case as to
the DEP's use of unadopted rules to require additional data. The permits are
also dependent on the DEP's current rule making regarding offshore drilling.

During December 1998, the DEP began the administrative process
to adopt new rules regarding offshore drilling in Florida. Coastal Petroleum who
holds the only leases offshore and other interested parties have submitted
comments. The DEP is still in the process of drafting the new rules.

See Item 3."Legal Proceedings" for a more complete discussion of the litigation.

(b) Financial Information About Industry Segments.

Because the Company is engaged in only one industry, namely,
oil, gas and mineral exploration and development, this item is not applicable to
the Company. See Item 8 for general financial information concerning the
Company.

Coastal Caribbean was organized in Bermuda on February 14,
1962. The Company is the successor to Coastal Caribbean Oils, Inc., a Panamanian
corporation organized on January 31, 1953 to be the holding company for Coastal
Petroleum Company.

Coastal Petroleum caused oil and gas exploration to take place
on its leases prior to the beginning of litigation in 1968 but has conducted
more limited exploration since that time. The amount of exploration expenditures
during the years 1999, 1998 and 1997 was $45,000, $371,000 and $504,000,
respectively. Coastal Petroleum believes all drilling and exploration
obligations imposed by its leases have been satisfied to date. No commercial oil
or gas discoveries have been made on these properties; therefore, the Company
has no proved reserves of oil and gas and has had no production. See Item 2.
"Properties."

(i) Principal Products.

Not applicable.

(ii) Status of Product or Segment.

Not applicable.

(iii) Raw Materials.

Not applicable.

(iv) Patents, Licenses, Franchises and Concessions Held.

See Item 2. "Properties."

The acreage covered by Coastal Petroleum's leases is
located for the most part along offshore areas on the
Gulf Coast of Florida and in submerged and unsubmerged lands under certain bays,
inlets, riverbeds and lakes, of which Lake Okeechobee is the largest. Coastal
Petroleum currently makes an annual lease payment of $59,247 to the State of
Florida.

(v) Seasonality of Business.

The Company's business is not seasonal.

(vi) Working Capital Items.

The majority of the Company's current assets are
in the form of cash and cash equivalents. See Item 8. "Financial Statements
and Supplementary Data."

(vii) Customers.

Not applicable.

(viii) Backlog.

Not applicable.

(ix) Renegotiation of Profits or Termination of Contracts
or Contract or Subcontracts at the Election of the
Government.

Not applicable.

(x) Competitive Conditions in the Business.

Competition in the oil and gas industry is intense.
The Company must compete with companies which have substantially greater
resources available to them. In addition, the industry as a whole must compete
with other industries in supplying the energy needs of commerce and the
general public. Furthermore, competitive conditions may be substantially
affected by energy legislation which may be adopted from time to time. It is
not possible to predict the nature of any such legislation which may ultimately
be adopted or its effects upon the future operations of the Company.

(xi) Research and Development.

Not applicable.

(xii) Environmental Regulation.

The operations of Coastal Caribbean and its right
to obtain interests in and hold properties or to do business may be affected
to an unpredictable extent by limitations imposed by the laws and regulations
which are now in effect or which may be adopted by the jurisdictions in which
the Company carries on its business. Further measures that have been or
might be imposed include increased bond requirements, conservation,
proration, curtailment, cessation or other forms of limiting or controlling
production of hydrocarbons or minerals, as well as price controls or rationing
or other similar restrictions. In particular, environmental control and
energy conservation laws and regulations adopted by federal, state and local
authorities may have to be complied with by leaseholders such as Coastal
Petroleum (see Item 3 "Legal Proceedings" for a discussion of the Florida
Litigation). It is not possible to predict the nature of any further legislation
or regulation that might ultimately be adopted or its effects upon the future
operations of Coastal Caribbean or Coastal Petroleum.

(xiii) Number of Persons Employed by Registrant.

The Company currently has two employees. The
Company relies heavily on consultants for legal, accounting, geological and
administrative services. The Company uses consultants because it is more cost
effective than employing a larger full time staff.

(d) Financial Information About Foreign and Domestic Operations
and Export Sales.

(1) Identifiable Assets.

All of the Company's assets are located in the
United States. See Item 1(a) "General Development of Business."

Since the Company is a development stage company,
the balance of the information required under this paragraph is not
applicable to the Company. See Item 8.

(2) Risks Attendant to Foreign Operations.

Not applicable.

(3) Data which are not Indicative of Current or Future
Operations.

Not applicable.

<PAGE>

The following graphic presentation has been omitted, but the following is a
description of the omitted material:

Map showing Coastal Lease Areas in the State of Florida

<PAGE>

Item 2. Properties

Properties

Coastal Petroleum, a Florida corporation, holds certain working
interests in nonproducing oil, gas and mineral leases covering approximately
1,250,000 acres, and a royalty interest in approximately 2,450,000 acres, in and
offshore the State of Florida. No commercial oil or gas discoveries have been
made on the properties covered by these leases and Coastal Petroleum has no
proved reserves of oil or gas and has had no significant production. At December
31, 1999, the amount of unproved oil, gas and mineral properties totaled $4.8
million which costs the Company expects to recover.

In 1941, Arnold Oil Explorations, Inc., renamed Coastal Petroleum
Company in 1947, entered into a contract with the Trustees of the Internal
Improvement Trust Fund of the State of Florida (the "Trustees"), in whom title
to publicly owned lands in the State of Florida, including bottoms of salt and
fresh waters, is irrevocably vested, for the exploration of oil, gas and
minerals on such lands. Pursuant to an option to lease in this contract, the
Trustees and Coastal Petroleum entered into three leases between 1944 and 1946.
The acreage covered by these leases is located for the most part along offshore
areas on the Gulf Coast of Florida and in submerged lands under certain bays,
inlets, riverbeds and lakes, of which Lake Okeechobee is the largest.

In 1968, Coastal Petroleum sued the Secretary of the Army of the United
States in a dispute regarding certain mineral rights. In 1969, as part of that
litigation, the Trustees claimed that the leases were invalid and had been
forfeited. Coastal Petroleum and the Trustees settled their disagreement in
1976.

Under the terms of the 1976 settlement agreement, the two leases (224-A
and 224-B) bordering the Gulf Coast were divided into three areas, each running
the entire length of the coastline from Apalachicola Bay to the Naples area: (1)
The inner area, including rivers, bays, and harbors, extends seaward from the
Florida shoreline a distance of 4.36 statute miles (5,280 feet per statute mile)
into the Gulf, covers approximately 2.25 million acres, and is subject to a
royalty interest payable to Coastal Petroleum. This interest is a 6 1/4% royalty
on the wellhead value of all oil and gas, 25 cents per long ton on sulfur,
receivable in cash or in kind at Coastal Petroleum's option, and a 5% royalty on
production or the market value of other minerals. (2) The middle area, three
statute miles wide and covering more than 800,000 acres, was released by Coastal
Petroleum to the Trustees, and Coastal Petroleum has no further interest in the
area. (3) Coastal Petroleum presently owns a 100% working interest in the
outside area, which extends seaward an additional three statute miles and
borders federal offshore acreage. This area, exceeding 800,000 acres, remains
subject to royalties payable to the State of Florida of 12 1/2% on oil and gas,
$.50 per long ton of sulfur and 10% on other minerals. The Florida legislature
has enacted statutes designed to protect the Big Bend Seagrass Aquatic Preserve,
an area covering approximately one quarter of Coastal Petroleum's working
interest area. However, the legislation and legislative history recognize and
preserve Coastal Petroleum's prior rights as granted by the leases.

Coastal Petroleum retains a 100% working interest in 450,000-acre Lake
Okeechobee which is a part of Lease 248 and which is also subject to royalties
payable to the State of Florida of 12 1/2% on oil and gas, $.50 per long ton of
sulfur and 10% on other minerals. Pursuant to its settlement with the State of
Florida in 1976, Coastal Petroleum agreed not to conduct exploration, drilling
or mining operations on Lake Okeechobee without the prior approval of the State.
As to the balance of this lease, covering approximately 200,000 acres, Coastal
Petroleum retains royalty interests of 6 1/4% on oil, gas and sulfur and 5% on
other minerals.

Under the 1976 settlement agreement with the Trustees, the three leases
have a term of 40 years beginning from January 6, 1976 and require the payment
of an annual rental of $59,247; if oil, gas or minerals are being produced in
economically sustainable quantities at January 6, 2016, these operations will be
allowed to continue until they become uneconomic. Further, the settlement
agreement provides that the drilling requirements shall be governed by Chapter
20680, Laws of Florida, Acts of 1941, and that all other drilling requirements
are waived. Under the 1941 Act, a lessee is required to drill at least one test
well on lands leased in each five-year period under the term of the lease.
Coastal Petroleum believes it is current in fulfilling its drilling
requirements.

See Item 3. "Legal Proceedings" for a discussion of the impact
of the current status of the Florida Litigation on exploration activities.

The following charts reflect the acreage and annual rental obligations
resulting from the 1976 settlement agreement with the Trustees and the
approximate acreage under lease at December 31, 1999:

Current Current Current
Working Royalty Annual
Lease Interest Interest Rental
224-A and 224-B 800,000 2,250,000 $39,261
248 450,000 200,000 19,986
--------- --------- --------
1,250,000 2,450,000 $59,247
========= ========= =======

Acreage under lease at December 31, 1999

Gross Acres (*) Net Acres (**)
Undeveloped Developed Undeveloped Developed
Working interest 1,250,000 -0- 1,250,000 -0-
Royalty interest 2,450,000 -0- 153,125 -0-
--------- ----- -------- -----
Total 3,700,000 -0- 1,403,125 -0-
========= ============ ========= ============

* A gross acre is an acre in which a working interest is owned.
** A net acre is deemed to exist when the sum of fractional ownership
working interests in gross acres equals one. The number of net acres is
the sum of the fractional working interests owned in gross acres
expressed as whole numbers and fractions thereof.

Disclosure Concerning Oil and Gas Operations.

Since the properties in which the Company has interests are
undeveloped and nonproducing, items 2 through 4 of Securities Exchange Act
Industry Guide 2 are not applicable.

(5) Undeveloped Acreage.

The Company's undeveloped acreage as of December 31, 1999 was as
follows:

Gross Acres Net Acres

Working Interest 1,250,000 1,250,000
Royalty Interest 2,450,000 153,125
--------- --------

Total 3,700,000 1,403,125
========= =========

(6) Drilling Activity.

No drilling has taken place since June 1987 when one shallow
mineral test well was drilled on lease 224-A and one test well was drilled on
lease 224-B.

(7) Present Activities.

None

(8) Delivery Commitments.

None.

<PAGE>

Item 3. Legal Proceedings

Coastal Petroleum has been involved in various lawsuits for many years.
Coastal Petroleum's current litigation (the "Florida Litigation") involves two
basic claims: whether Coastal Petroleum may obtain an oil and gas exploration
drilling permit and the amount of the required surety in connection with any
drilling, and whether the denial of a permit is a taking of its property. In
addition, Coastal Caribbean is a party to another action in which Coastal
Caribbean claims that certain of its royalty interests have been confiscated by
the State. During 1999, the Company actively pursued the Florida Litigation.

1. Coastal Petroleum Company v. State Department of Environmental
Protection, (Case No. 98-1998, First District Court of Appeal). Drilling
Permit Litigation.

In 1992, Coastal Petroleum applied to the Florida Department of
Environmental Protection (the "DEP") for a permit to drill an exploratory oil
and gas well off Apalachicola, Florida. The proposed well would be located in an
area included within Lease 224A. The DEP subsequently denied the application for
issuance of a drilling permit for various reasons and imposed a $1.9 billion
bond. Coastal Petroleum appealed the actions of the DEP to the Florida First
District Court of Appeal ("Court of Appeal"). After two decisions by the Court
of Appeal in favor of Coastal Petroleum, the Florida Supreme Court in July 1996
denied the DEP's petition to review an April 1996 Court of Appeal decision. The
Florida Supreme Court had also refused to review an earlier Court of Appeal
decision.

On August 16, 1996, the DEP notified Coastal Petroleum that it was
prepared to issue the drilling permit subject to Coastal Petroleum publishing a
Notice of Intent to Issue ("Notice") the permit. The Notice allowed interested
parties to request administrative hearings on the permit.

On May 28, 1997, the Oil and Gas Drilling Bill (SB550) was enacted in
Florida. The legislation requires that a surety will now be based on the
projected cleanup costs and possible natural resource damage associated with
offshore drilling as estimated by the DEP and as established by the
Administration Commission (the "Commission") which is comprised of the Governor
and Cabinet. Previously, the required surety was satisfied by a payment of
$4,000 to the Mineral Trust Fund in the first year, with a maximum $30,000 per
year and a payment of $1,500 per well for each subsequent year. On September 9,
1997, the State of Florida set a new surety amount of $4.25 billion as a
precondition for the issuance of the drilling permit.

On October 20, 1997, a public hearing on the permit application
convened and concluded on November 6, 1997. The hearing included the Company's
appeal of the $4.25 billion surety requirement. On April 8, 1998, a Florida
Administrative Law Judge recommended that Coastal Petroleum was entitled to a
drilling permit with the requirement of a $225 million surety. On May 13, 1998,
the Commission rejected the $225 million surety and remanded the proceedings to
the Administrative Law Judge with instructions to recalculate the surety amount.

On May 26, 1998, the DEP refused to issue a permit to Coastal Petroleum
to drill an offshore exploration well near St. George's Island. Coastal
Petroleum appealed both the denial of the permit by the DEP and the imposition
of the surety to the Court of Appeal.

On October 6, 1999, the Court of Appeal ruled that the DEP has the
authority to deny Coastal Petroleum's drilling permit for its St. George Island
prospect, provided that Coastal Petroleum receives just compensation for what
has been taken. The State of Florida and certain Florida environmental groups
filed on November 1, 1999 a joint motion for clarification, rehearing, or
certification with respect to that decision, asking the Court of Appeal, among
other things, to clarify that the question of whether there has been a taking of
Coastal Petroleum's leases should be determined in the Circuit Court. A decision
by the Court of Appeal on that motion is pending.

2. Coastal Petroleum Company v. State of Florida, Department of Environmental
Protection (DOAH Case Nos. 98-1901-1912). (DCA Case 1999-2112) 12 Permit
Applications.

In order to fully permit the Apalachicola Reef Play which includes the
St. George Island prospect on October 29, 1998, Coastal Petroleum filed four
additional permits (1310-1313). The DEP also requested additional data for these
permits. These applications awaiting a decision of the First District Court of
Appeal regarding the twelve permit applications' case, as to the DEP's use of
unadopted rules to require additional data. The permits are also dependent on
the DEP's current rule making regarding offshore drilling.

During December 1998, the DEP began the administrative process to adopt
new rules regarding offshore drilling in Florida. Coastal Petroleum who holds
the only leases offshore and other interested parties have submitted comments.
The DEP is still in the process of drafting the new rules.

3. Cottingham v. State of Florida, (Case No. 94-768-CA-01, Circuit
Court of the Second Judicial Circuit in Leon County). Coastal Caribbean
Royalty Litigation.

The offshore areas covered by Coastal Petroleum's original leases
(prior to the 1976 Settlement Agreement) are subject to certain other royalty
interests held by third parties, including Coastal Caribbean. Several of those
third parties, including Coastal Caribbean, have instituted a separate lawsuit
against the State. That lawsuit claims that the royalty holders' interests have
been confiscated as a result of the State's actions discussed above and that
they are entitled to compensation for that taking.

The royalty holders were not parties to the 1976 Settlement Agreement,
and the royalty holders contend that the terms of the Settlement Agreement do
not insulate the State from taking claims by those royalty holders. The case is
currently pending before the Circuit Court in Tallahassee. On December 2,1999,
the Circuit Court denied the State's motion to dismiss the plaintiffs' claim of
inverse condemnation but dismissed several other claims. The case will now
proceed to trial.

Any recovery made in the royalty holders' lawsuit would be shared among
the various plaintiffs in that lawsuit, including Coastal Caribbean but not
Coastal Petroleum.

Counsel

Mr. Robert J. Angerer of Tallahassee, Florida is Coastal Petroleum's
principal trial counsel in the Florida Litigation. Mr. Angerer, age 53, is a
graduate of the University of Michigan (B.S.E. 1969) and received his law
degree with high honors from Florida State University in 1974.

Fee Arrangements

In connection with the Florida Litigation against the State of Florida
described herein, Coastal Petroleum has agreed to pay the following firms, in
addition to their charges on a time spent basis, a total of 5.25 % in contingent
fees based upon any net recovery from execution on or satisfaction of judgment
or from settlement of such lawsuit as follows:

Percent of net recovery
Robert J. Angerer 1.50
Other counsel 3.75
----
Total 5.25
====

Coastal Petroleum has also assigned 3.4% of net recoveries from the
Florida Litigation to its officers and others.

Uncertainty

At December 31, 1999, the amount of unproved oil, gas and mineral
properties totaled $4.8 million which costs the Company expects to recover. But,
no assurances can be given that Coastal Petroleum or Coastal Caribbean will
prevail on any of the issues set forth above, that they will recover
compensation for any of their claims, or that a drilling permit will be granted.
In addition, even if Coastal Petroleum were to prevail on any or all of the
issues to be decided, no assurance can be given that Coastal Caribbean or
Coastal Petroleum will have sufficient financial resources to survive until such
decisions become final or to drill any wells for which permits are received.
There is also no assurance that any wells drilled will be successful and lead to
production of any oil or gas in commercial quantities.

<PAGE>

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

None.

Executive Officers of the Company

The following information with respect to the executive officers of
the Company is furnished pursuant to Instruction 3 to Item 401(b) of Regulation
S-K.

Other Positions
Office Length of Service Held With The
Name Age Held as an Officer Company

Benjamin W. Heath 85 President Since 1953 Director

Phillip W. Ware 50 Vice President Since 1982 Director,
President of
Coastal Petroleum

James R. Joyce 59 Treasurer, Since 1994 Secretary/Treasurer
Assistant Secretary of Coastal Petroleum
and Chief Financial Officer

All officers of the Company are elected annually by the Board of
Directors and serve at the pleasure of the Board of Directors.

The Company is not aware of any arrangements or understandings between
any of the individuals named and any other person pursuant to which any
individual named above was selected as an officer.

<PAGE>

PART II

Item 5. Market for the Company's Common Stock and Related
Stockholder Matters

(a) Market Information.

The principal market for the Company's common stock is the
Boston Stock Exchange. The quarterly high and low closing prices on that
exchange during the last two years were as follows:

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

1999 1st quarter 2nd quarter 3rd quarter 4th quarter
- ---- ----------- ----------- ----------- -----------

High 1.88 2.00 1.81 2.06
Low 1.00 1.50 1.31 1.06
- --------------------------------------------------------------------------------

1998 1st quarter 2nd quarter 3rd quarter 4th quarter
- ---- ----------- ----------- ----------- -----------

High 2.88 3.50 1.81 1.56
Low 1.50 1.56 1.00 1.06
- --------------------------------------------------------------------------------

(b) Holders.

The approximate number of record holders of the Company's
common stock at February 1, 2000 was approximately 9,200.

The Company has never paid a dividend on its capital stock and
will be unable to do so until its accumulated deficit($27,362,000 at December
31, 1999) is eliminated.

The Company's Memorandum of Association and Bye-laws do not
permit the Company to repurchase or redeem shares of its common stock.

(d) Recent Sales of Unregistered Securities.

None.

<PAGE>

Foreign Exchange Control Regulations

The Company is subject to the applicable laws of The Islands
of Bermuda relating to exchange control, but has the permission of the Foreign
Exchange Control of Bermuda to carry on business in, to receive, disburse and
hold United States dollars and dollar securities under its designation as an
External Account Company. The Company has been advised that, although as a
matter of law it is possible for such designation to be revoked, there is little
precedent for revocation under Bermuda law.

Taxes

Coastal Caribbean is a Bermuda corporation. Bermuda currently
imposes no taxes on corporate income or capital gains realized outside of
Bermuda. Any amounts received by Coastal Caribbean from United States sources as
dividends, interest, or other fixed or determinable annual or periodic gains,
profits and income, will be subject to a 30% United States withholding tax. In
addition, any dividends from its domestic subsidiary, Coastal Petroleum, will
not be eligible for the 100% dividends received deduction, which is allowable in
the case of a United States parent corporation. Shares of the Company held by
persons who are citizens or residents of the United States are subject to
federal estate and gift and local inheritance taxation. Any dividends received
by such persons will also be subject to federal, State and local income
taxation. The foregoing rules are of general application only, and reflect law
in force as of the date of this report.

A convention between Bermuda and the United States relating
to mutual assistance on tax matters became operative in 1988.

<PAGE>

Item 6. Selected Consolidated Financial Information

The following selected consolidated financial information for the
Company insofar as it relates to each of the five years in the period ended
December 31, 1999 has been extracted from the Company's consolidated financial
statements.

<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
($) ($) ($) ($) ($)

<S> <C> <C> <C> <C> <C>
Net loss (1,105,000) (1,155,000) (1,611,000) (1,148,000) (880,000)
=========== =========== =========== =========== =========

Common stock shares outstanding 40,056,000 40,056,000 40,056,000 37,478,000 33,364,000
========== ========== ========== ========== ==========
Net loss per share
(Basic and Diluted) (.03) (.03) (.03) (.04) (.03)
========= ========= ========= ========= ==========
Cash and securities available 1,042,000 2,181,000 3,749,000 5,789,000 308,000
========= ========= ========= ========= ==========
Cost associated with leasehold
Interests in oil, gas and
mineral properties (unproved) 4,760,000 4,736,000 4,395,000 3,944,000 3,689,000
========= ========= ========= ========= =========
Total assets 6,207,000 7,311,000 8,462,000 10,021,000 4,128,000
========= ========= ========= ========== =========
Shareholders' equity:
Common stock 4,807,000 4,807,000 4,807,000 4,805,000 4,004,000
Capital in excess 28,693,000 28,693,000 28,693,000 28,443,000 22,395,000
Accumulated deficit (27,362,000) (26,256,000) (25,102,000) (23,490,000) (22,342,000)
------------ ------------ ------------ ------------ ------------
Total shareholders' equity 6,138,000 7,244,000 8,398,000 9,758,000 4,057,000
========= ========= ========= ========= =========
</TABLE>

<PAGE>

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

(1) Liquidity and Capital Resources

Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical in nature
are intended to be, and are hereby identified as, "forward looking statements"
for purposes of the "Safe Harbor Statement" under the Private Securities
Litigation Reform Act of 1995. The Company cautions readers that forward looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward looking
statements. Among the risks and uncertainties are:

1. the uncertainty of any decision favorable to Coastal Petroleum
in its litigation against the State of Florida;

2. the substantial cost of continuing the litigation;

3. the uncertainty of obtaining the financing which would be
necessary to fund the litigation against the State of Florida.

The Company's principal assets are oil, gas, and mineral leases, the
costs of which total $4.8 million at December 31, 1999. As more fully described
in Notes 1 and 5 to the consolidated financial statements, the Company has a
limited amount of working capital, has incurred recurring losses and has an
accumulated deficit. The Company has been and continues to be involved in
several legal proceedings against the State of Florida which has limited the
Company's ability to commence development activities on its unproved oil and gas
properties or obtain compensation for certain property rights it believes have
been taken. These situations raise substantial doubt about the Company's ability
to continue as a going concern. The Company's consolidated financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or amounts and classification of
liabilities that may result from the outcome of this uncertainty.

Short Term Liquidity

At December 31 1999, Coastal Caribbean had approximately $1.1 million
of cash and securities available and this amount should be sufficient to fund
the Company's operations in the year 2000. These funds are expected to be used
for general corporate purposes, including any required exploration and
development and to continue the litigation against the State of Florida.

<PAGE>

Long Term Liquidity

The Company is currently spending approximately $400,000 annually on
the Florida Litigation. In order to continue the litigation and operate the
Company beyond the year 2000, the Company believes it will be necessary for the
Company to obtain additional capital either from Coastal Caribbean's or Coastal
Petroleum's shareholders.

The Company's oil and gas properties are currently unproved and
undeveloped. The Company had applied for a drilling permit from the State of
Florida to drill an exploratory well (the St. George Island prospect) in the
water near Apalachicola, Florida. The State of Florida resisted the issuance of
a drilling permit. On October 6, 1999, Florida's First District Court of Appeal
ruled that Florida's Department of Environmental Protection has the authority to
deny Coastal Petroleum's drilling permit for its St. George Island prospect,
provided that Coastal receives just compensation for what has been taken. The
State of Florida and certain Florida environmental groups filed on November 1,
1999 a joint motion for clarification, rehearing, or certification with respect
to that decision, asking the Court of Appeal, among other things, to clarify
that the question or whether there has been a taking of Coastal Petroleum's
leases should be determined in the Circuit Court. A decision by the Court of
Appeal on that motion is pending. In the event that the Court of Appeal affirms
its decision and Coastal Petroleum commences an inverse condemnation action in
the Circuit Court to be compensated for the value of Lease 224A, the cost of the
litigation would be substantial and would require the Company to obtain
additional capital.

In 1997, the Company filed 12 additional applications for drilling
permits. The Company has objected to certain requests for additional data by the
State of Florida DEP. On March 26,1999, an administrative law judge upheld the
DEP's requirements. Coastal Petroleum filed a Notice of Appeal with the First
District Court of Appeal. The decision of the administrative law judge was
affirmed by the Court of Appeal on February 29, 2000.

If any of the drilling permits were granted, the Company would not have
the assets sufficient to fund all the expenditures which would be necessary to
drill the St. George Island prospect (5.5 million) or any other exploration
wells. If oil and/or gas is discovered in commercial quantities, a production
program would require additional permitting and construction of production,
storage and delivery systems. The Company would be required to seek additional
financing or partners to fund these expenditures.

(2) Results of Operations

The Company has never had substantial revenues and has operated at a
loss each year since its inception in 1953. The Company has been involved in
litigation since 1968 and its total Florida Litigation related expenses have
been approximately $ 2 million during the three years ended December 31, 1999.

<PAGE>

1999 vs. 1998

The Company recorded a loss of $1,105,000 for 1999, compared to a loss
of $1,155,000 in 1998.

Interest income and other income decreased 67% to $55,000 in 1999
from $167,000 in 1998 because less funds were available for investment during
1999.

Legal fees and costs decreased 19% in 1999 to $405,000 compared to
$502,000 in the prior year. In 1998, the Company had been involved in various
appeals and hearings in connection with the opposition by the State of Florida
and others to the issuance of a drilling permit and the taking claim regarding
its royalty interest acreage. During 1999, the level of legal activity
decreased.

Administrative expenses decreased 4% in 1999 to $474,000 compared to
$495,000 in 1998.

Salaries decreased 2% to $158,000 during 1999 compared to $161,000
during 1998.

Shareholder communications decreased 23% from $133,000 in 1998 to
$103,000 in 1999. The decrease in costs during 1999 resulted from a reduction
in mailing costs to the Company's shareholders.

Exploration costs decreased from $31,000 in 1998 to $21,000 in 1999 in
connection with the Company's program to identify potential drilling prospects.
These miscellaneous exploration expenses do not include the exploration
expenditures totaling $24,000 that were capitalized in 1999 ($340,000 in 1998).

1998 vs. 1997

The Company recorded a loss of $1,155,000 for 1998, compared to a loss
of $1,611,000 in 1997.

Interest income and other income decreased 40% to $167,000 in 1998
from $279,000 in 1997 because less funds were available for investment during
1998 and interest rates were lower.

Legal fees and costs decreased 52% in 1998 to $502,000 compared to
$1,047,000 in the prior year. In 1997, the Company had been involved in various
appeals and hearings in connection with the opposition by the state and others
to the issuance of a drilling permit and the taking claim regarding its royalty
interest acreage. During 1998, the level of legal activity decreased.

Administrative expenses increased 11% in 1998 to $495,000 compared to
$448,000 in 1997. The primary reason for the increase was an increase in the
amount of directors' and officers' liability insurance in 1998.

Shareholder communications decreased 29% from $188,000 in 1997 to
$133,000 in 1998. In 1997, the cost of printing and mailing was higher because
of the size of the documents and the number of mailings compared to 1998.

Exploration costs decreased from $53,000 in 1997 to $31,000 in 1998 in
connection with the Company's program to identify potential drilling prospects.
These miscellaneous exploration expenses do not include the exploration
expenditures totaling $340,000 that were capitalized in 1998 ($452,000 in 1997).

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

The Company does not have any significant exposure to market risk as
the only market risk sensitive instruments are its investments in marketable
securities. At December 31, 1999, the carrying value of such investments was
approximately $391,000, the fair value was $391,000 and the face value was
$400,000.

<PAGE>

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Coastal Caribbean Oils & Minerals, Ltd.

We have audited the accompanying consolidated balance sheets of Coastal
Caribbean Oils & Minerals, Ltd. (a development stage company) as of December 31,
1999 and 1998, and the related consolidated statements of operations, cash
flows, and common stock and capital in excess of par value from inception
(January 31, 1953) to December 31, 1999 and for each of the three years in the
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Coastal
Caribbean Oils & Minerals, Ltd. at December 31, 1999 and 1998, and the
consolidated results of its operations and its cash flows from inception
(January 31, 1953) to December 31, 1999 and for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
described in Notes 1 and 5 to the consolidated financial statements, the Company
has a limited amount of working capital, has incurred recurring losses and has
an accumulated deficit. In addition, the Company has been and continues to be
involved in several legal proceedings which have limited the Company's ability
to commence development activities on its unproved oil or gas properties or
obtain compensation for certain property rights it believes have been
confiscated. These situations raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or amounts and classification of
liabilities that may result form the outcome of this uncertainty.

/s/ Ernst & Young LLP

Stamford, Connecticut
January 14, 2000

<PAGE>

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(A Bermuda Corporation)
A Development Stage Company

CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
December 31,
<S> <C> <C>
1999 1998
ASSETS
Current assets:
Cash and cash equivalents $ 651,124 $ 52,480
Accounts receivable 25,583 52,634
Marketable securities - 828,839
Prepaid expenses 352,089 314,280
---------- ----------
Total current assets 1,028,796 1,248,233
--------- ---------
Marketable securities 390,941 1,300,000
Unproved oil, gas and mineral properties (full cost
method) 4,759,532 4,735,619
Other 27,445 27,198
--------------- ---------------
Total assets $ 6,206,714 $ 7,311,050
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 68,424 $ 67,299
-------------- --------------
Minority interests - -

Shareholders' equity:
Common stock, par value $.12 per share:
Authorized - 250,000,000 shares
Outstanding - 40,056,358 shares 4,806,763 4,806,763
Capital in excess of par value 28,693,033 28,693,033
---------- ----------
33,499,796 33,499,796
Deficit accumulated during development stage (27,361,506) (26,256,045)
------------ ------------
Total shareholders' equity 6,138,290 7,243,751
------------- -------------
Total liabilities and shareholders' equity $ 6,206,714 $ 7,311,050
============ ============

See accompanying notes.

</TABLE>

<PAGE>

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(A Bermuda Corporation)
A Development Stage Company

CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
From
inception
(Jan. 31, 1953)
Year ended December 31, to
1999 1998 1997 Dec. 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest and other income $ 55,275 $ 167,178 $ 279,469 $ 3,728,579
--------- ---------- ---------- ------------
Expenses:
Legal fees and costs 405,380 501,708 1,046,779 12,376,991
Administrative expenses 474,027 495,161 447,622 7,338,337
Salaries 157,550 161,000 156,000 3,068,828
Shareholder communications 102,825 132,924 187,644 3,671,780
Exploration costs 20,954 31,066 52,558 804,614
Lawsuit judgments - - - 1,941,916
Minority interests - - - (632,974)
Other - - - 364,865
Contractual services - - - 2,155,728
---------------- ---------------- ---------------- ---------
1,160,736 1,321,859 1,890,603 31,090,085
--------- --------- --------- ----------

Net loss $(1,105,461) $(1,154,681) $(1,611,134)
============ ============ ============
Deficit accumulated during
development stage $(27,361,506)
==========
Net loss per share based on average number of shares outstanding during the
period:
Basic and Diluted EPS $(.03) $(.03) $(.04)
====== ====== ======

Average number of shares outstanding
(Basic and Diluted) 40,056,358 40,056,358 40,055,589
========== ========== ==========

See accompanying notes.
</TABLE>

<PAGE>

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(A Bermuda Corporation)
A Development Stage Company

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
From
inception
(Jan. 31, 1953)
Year ended December 31, To
1999 1998 1997 Dec. 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Operating activities:
<S> <C> <C> <C> <C>
Net loss $(1,105,461) $(1,154,681) $(1,611,134) $(27,361,506)
Adjustments to reconcile net loss to net cash
Used for operating activities:
Minority interest - - (632,974)
Exploration and other - - 755,974
Net change in:
Accounts receivable 27,051 24,668 27,813 (25,583)
Prepaid expenses (37,809) (100,440) (34,972) (352,089)
Current liabilities 1,125 3,324 (198,447) 68,424
Other (247) (433) (1,121) 471,461
--------------- --------------- -------------- -------------
Net cash used in operating activities (1,115,341) (1,227,562) (1,817,861) (27,076,293)
----------- ----------- ----------- ------------

Investing activities:
Additions to oil, gas, and mineral properties
Net of assets acquired for common stock (23,913) (340,487) (451,612) (4,759,532)
Marketable securities (net) 1,737,898 1,304,196 1,910,226 (390,941)
Reimbursement of lease rentals and
Other expenses - - - 1,243,085
Purchase of fixed assets - - - (61,649)
---------------- ---------------- ---------------- ------------
Net cash provided by (used in) investing
Activities 1,713,985 963,709 1,458,614 (3,969,037)
--------- ---------- --------- -----------

Financing activities:
Sale of common stock less expenses - - - 26,342,205
Shares issued upon exercise of options - - 11,250 884,249
Sale of shares by subsidiary - - - 750,000
Sale of subsidiary shares - - 240,000 3,720,000
----------------- ----------------- --------- ---------
Net cash provided by financing activities - - 251,250 31,696,454
----------------- ----------------- --------- ----------
Net increase (decrease) in cash and cash
Equivalents 598,644 (263,853) (107,997) 651,124
Cash and cash equivalents at beginning of
Period 52,480 316,333 424,330 -
--------- --------- --------- ----------
Cash and cash equivalents at end of period $ 651,124 $ 52,480 $316,333 $ 651,124
========== ========= ======== ==========

</TABLE>
See accompanying notes.

<PAGE>

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(A Bermuda Corporation)
A Development Stage Company

CONSOLIDATED STATEMENT OF COMMON STOCK
AND CAPITAL IN EXCESS OF PAR VALUE
(Expressed in U.S. dollars)
From inception (January 31, 1953) to December 31, 1999
<TABLE>
<CAPTION>
Capital in
Number of Common Excess
Shares Stock of Par Value
Shares issued for net assets and unrecovered costs
<S> <C> <C> <C>
at inception 5,790,210 $ 579,021 $ 1,542,868
Shares issued upon sales of common stock 26,829,486 3,224,014 16,818,844
Shares issued upon exercise of stock options 510,000 59,739 799,760
Market value ($2.375 per share) of shares issued in
1953 to acquire an investment 54,538 5,454 124,074
Shares issued in 1953 in exchange for 1/3rd of a 1/60th
overriding royalty (sold in prior year) in nonproducing
leases of Coastal Petroleum 84,210 8,421 -
Market value of shares issued for services rendered
during the period 1954-1966 95,188 9,673 109,827
Net transfers to restate the par value of common stock
outstanding in 1962 and 1970 to $0.12 per share - 117,314 (117,314)
Increase in Company's investment (equity) due to
capital transactions of Coastal Petroleum in 1976 - - 117,025
------------------ ---------------- ------------
Balance at December 31, 1990 33,363,632 4,003,636 19,395,084
Sale of subsidiary shares - - 300,000
------------------ ---------------- ------------
Balance at December 31, 1991 33,363,632 4,003,636 19,695,084
Sale of subsidiary shares - - 390,000
------------------ ---------------- ------------
Balance at December 31, 1992 33,363,632 4,003,636 20,085,084
Sale of subsidiary shares - - 1,080,000
------------------ ---------------- -----------
Balance at December 31, 1993 33,363,632 4,003,636 21,165,084
Sale of subsidiary shares - - 630,000
------------------ ---------------- ------------
Balance at December 31, 1994 33,363,632 4,003,636 21,795,084
Sale of subsidiary shares - - 600,000
------------------ ---------------- ------------
Balance at December 31, 1995 33,363,632 4,003,636 22,395,084
Sale of common stock 6,672,726 800,727 5,555,599
Sale of subsidiary shares - - 480,000
Exercise of stock options 10,000 1,200 12,300
------------- ------------ -------------
Balance at December 31, 1996 40,046,358 4,805,563 28,442,983
Sale of subsidiary shares - - 240,000
Exercise of stock options 10,000 1,200 10,050
------------- ------------ -------------
Balance at December 31, 1997,1998 and 1999 $40,056,358 $4,806,763 $28,693,033
=========== ========== ===========

</TABLE>

See accompanying notes.

<PAGE>

COASTAL CARIBBEAN OILS & MINERALS, LTD.
Notes to Consolidated Financial Statements
December 31, 1999

1. Summary of significant accounting policies

Consolidation

The accompanying consolidated financial statements include the accounts
of Coastal Caribbean Oils & Minerals, Ltd. ("Coastal Caribbean") and its
majority owned subsidiary, Coastal Petroleum Company ("Coastal Petroleum"),
hereinafter referred to collectively as the Company. The Company, which is
engaged in a single industry and segment, is considered to be a development
stage company since its exploration for oil, gas and minerals has not yielded
any significant revenue or reserves. All intercompany transactions have been
eliminated.

Continuation as going concern

The Company has a limited amount of working capital, has incurred
recurring losses and has an accumulated deficit. Furthermore, as discussed in
Note 5, the Company believes the State of Florida has taken its working interest
properties. In the event that the Court of Appeal affirms its decision and
Coastal Petroleum commences an inverse condemnation action in the Circuit Court
to be compensated for the value of its properties, the cost of that litigation
would be substantial and would require the Company to obtain additional capital.
There can be no assurances that funds on hand or realized or realizable on the
sales of the Company's shares described in Note 6 will be sufficient to allow
the Company to survive until such litigation is concluded.

At December 31, 1999, the Company had cash and securities of $1.1
million. These funds are expected to be used principally to continue the
litigation in which Coastal Petroleum is involved and also to pay operating and
limited exploration expenses. Current working capital should be sufficient to
finance the Company's operations and litigation through December 31, 2000.

In order to continue the litigation and operate the Company beyond the
year 2000, the Company believes it will be necessary to obtain additional
capital either from Coastal Caribbean's or Coastal Petroleum's shareholders.
Success in realizing significant funds is critical to the existence of the
Company. If the Company is unsuccessful in obtaining additional capital from its
shareholders or the time necessary to obtain such funds is unduly protracted, or
Coastal Petroleum's shareholders are unwilling to provide additional capital,
then the Company will likely have insufficient funds to continue operations and
the Company will be unable to continue as a going concern.

<PAGE>

Cash and cash equivalents

The Company considers all highly liquid short-term investments with
maturities of three months or less at the date of acquisition to be cash
equivalents. Cash and cash equivalents are carried at cost which approximates
market value. The components of cash and cash equivalents are as follows:

December 31,
1999 1998
Cash $59,061 $52,480
Short term investments 592,063 -
-------- -------
$651,124 $52,480
======== =======

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. The outcome of the litigation
and the ability to develop the Company's oil and gas properties will have a
significant effect on the Company's financial position and results of
operations. Actual results could differ from those estimates.

Unproved oil and gas properties

The Company follows the full cost method of accounting for its oil
and gas properties. All costs, whether successful or unsuccessful,
associated with property acquisition, exploration and development activities are
capitalized. Since the Company's properties are undeveloped and nonproducing,
capitalized costs are not being amortized.

The Company does not expect to amortize these costs until there is
production from the properties. Production cannot begin until several events
occur because the Company must: (1) obtain state and federal drilling permits
(2) finance the drilling of an exploratory well, either with internal resources
or by securing one or more partners in the drilling activity, (3) discover
commercial quantities of oil and/or gas, and (4) finance and begin a production
program. The Company cannot predict if or when any of these events may occur;
however, the Company expects that under the most favorable circumstances
production would not begin before 2002. If the Company obtains the permits to
drill, the total cost of drilling an exploration well is currently estimated to
be approximately $5.5 million. The Company does not currently have assets
sufficient to fund all of this cost and would be required to seek debt or equity
financing from public or private sources to drill the exploration well, if a
permit were granted. If oil and/or gas is discovered in commercial quantities, a
production program would require additional permitting and construction of
production, storage and delivery systems. The Company would be required to seek
additional financing to fund these development activities.

The Company assesses whether its unproved properties are impaired on a
periodic basis. This assessment is based upon work completed on the properties
to date, the expiration date of its leases and technical data from the
properties and adjacent areas. These properties are subject to extensive
litigation with the State of Florida. Although the property interests may be
impaired by the actions taken by the State, the likelihood of loss with respect
to the recorded costs of the leasehold interests is not probable. (See Note 5
"Litigation".) Based on the exploration activities on the properties completed
to date, the exploration and development activities of others in the Gulf of
Mexico and the laws applicable to the taking of property, the Company expects to
recover its $4.8 million of capitalized costs. However, there can be no
assurance that it will be successful and that costs associated with these
properties will be realized.

Sale of Subsidiary Shares

All amounts realized from the sale of Coastal Petroleum shares have
been credited to capital in excess of par value.

Earnings per share

Earnings per common share is based upon the weighted average number of
common and common equivalent shares outstanding during the period. The Company's
basic and diluted calculations of EPS are the same because the exercise of
options is not assumed in calculating diluted EPS, as the result would be
anti-dilutive (the Company has continuing losses).

Financial instruments

The carrying value for cash and cash equivalents, accounts receivable,
marketable securities and accounts payable approximates fair value based on
anticipated cash flows and current market conditions.

In June 1998, FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The statement requires all derivatives
to be recognized on the balance sheet at fair value and establishes
standards for the recognition of changes in such fair value. SFAS No. 133 is
effective for the Company's 2001 fiscal year. Because the Company does not
currently use derivatives, the adoption of SFAS No. 133 will not have a
significant effect on earnings or the financial condition of the Company.

<PAGE>

2. Coastal Petroleum Company - Minority Interests

In 1992, Coastal Caribbean granted Lykes Minerals Corp. ("Lykes"), a
wholly owned subsidiary of Lykes Bros. Inc., an option to acquire 78 shares of
Coastal Petroleum at $40,000 per share. Lykes exercised all of its options to
purchase Coastal Petroleum shares at a total cost of $3,120,000 and at December
31, 1998 and 1997, held 26.7% of Coastal Petroleum.

The Lykes agreement provides that Lykes is entitled to exchange each
Coastal Petroleum share for 100,000 Coastal Caribbean shares, subject to
adjustment for dilution and other factors. If fully exercised, that entitlement
would leave Lykes with about 16% of Coastal Caribbean's outstanding shares.
Lykes also has the right to exchange Coastal Petroleum shares for overriding
royalty interests in Coastal Petroleum's properties. If Lykes were to exchange
its 26.7% interest in Coastal Petroleum for a royalty interest, its overriding
royalty interest in Coastal Petroleum's working-interest acreage would be 3.3%.

As of December 31, 1999 and 1998, Coastal Petroleum shares were owned
as follows:

Shares %
------ ----
Coastal Caribbean 173 59.3
Lykes 78 26.7
Others 41 14.0
---- ------
292 100.0
=== =====

<PAGE>

3. Marketable Securities

At December 31, 1999 the following marketable securities were available
for sale because of the Company's capital requirements:

Maturity Carrying
Security Par Value Date Value Fair Value
--------- --------- ---- ----- ----------
Connecticut State Serial A Taxable
Bond 6.25% $400,000 July 1, 2003 $390,941 $390,941
======== ======== ========

At December 31, 1998, the Company had the following marketable
securities held until maturity:
Maturity Carrying
Security Par Value Date Value Fair Value
--------- --------- ---- ----- ----------
Short-term securities
- ---------------------
Federal Home Loan Bank $150,000 Jan. 6, 1999 $147,091 $149,912
Federal Home Loan Bank 500,000 Feb. 22, 1999 486,422 489,938
Federal Home Loan Bank 200,000 May 11, 1999 195,326 195,550
--------- --------- ---------
Total $850,000 $828,839 $835,400
======== ======== ========

Long-term securities
Federal Home Loan Bank $1,300,000 Jan. 28, 2000 $1,300,000 $1,300,403
========== ========== ==========

4. Unproved oil, gas and mineral properties

Coastal Petroleum holds three unproved and nonproducing oil, gas and
mineral leases granted by the Trustees of the Internal Improvement Fund of the
State of Florida (the "Trustees"). These leases cover submerged and unsubmerged
lands, principally along the Florida Gulf Coast, and certain inland lakes and
rivers throughout the State.

The two leases bordering the Gulf Coast have been divided into three
areas, each running the entire length of the coastline from Apalachicola Bay to
the Naples area. Coastal Petroleum has certain royalty interests in the inner
area, no interest in the middle area and has a 100% working interest in the
outside area.

Coastal Petroleum also has a 100% working interest in Lake Okeechobee,
and a royalty interest in other areas. Coastal Petroleum has agreed not to
conduct exploration, drilling, or mining operations on said lake, except with
prior approval of the Trustees.

<PAGE>

The three leases have a term of 40 years from January 6, 1976 and
require the payment of annual lease rentals of $59,247; if oil, gas or minerals
are being produced in economically sustainable quantities at January 6, 2016,
these operations will be allowed to continue until they become uneconomic. The
drilling requirements are governed by Chapter 20680, Laws of Florida, Acts of
1941. The Company is current in fulfilling its drilling requirements. During
July 1998, the Company resumed the payment of lease rentals which had been
suspended during the litigation.

The working interest areas of the three leases are subject to royalties
payable to the Trustees of 12 1/2% on oil and gas, $.50 per long ton of sulfur
and 10% on other minerals. The leases are subject to additional overriding
royalties which aggregate 1/16th as to oil, gas and sulfur and 13/600ths as to
other minerals. The Coastal Petroleum leases also are subject to a 10%
overriding royalty granted by Coastal Petroleum to Coastal Caribbean.

During 1999, the Company capitalized approximately $24,000 ($340,000 in
1998 and $452,000 in 1997) under a program to identify potential drilling
prospects. The amount of 2000 expenditures, if any, will depend on the outcome
of the Florida litigation.

The following is a summary of the cost of unproved oil, gas and mineral
properties, accounted for under the full cost method, all of which are located
in Florida:

1999 1998
Lease acquisition costs $ 914,619 $ 914,619
Lease and royalty costs (principally legal fees) 591,616 591,616
Lease rentals 2,447,774 2,388,527
Dry hole costs 587,987 587,987
Other exploratory expenses 1,240,372 1,275,706
Salaries 466,983 466,983
------------ ------------
6,249,351 6,225,438
----------- -----------
Deduct:
Reimbursement for lease rentals and other expenses 1,243,086 1,243,086
Proceeds from relinquishment of surface rights 246,733 246,733
------------ ------------
1,489,819 1,489,819
----------- -----------
Total unproved oil, gas and mineral properties $4,759,532 $4,735,619
========== ==========

<PAGE>

5. Litigation

Florida Litigation

Coastal Petroleum has been involved in various lawsuits for many years.
Coastal Petroleum's current litigation (the "Florida Litigation") involves two
basic claims : whether Coastal Petroleum may obtain an oil and gas exploration
drilling permit and the amount of the required surety in connection with any
drilling, and whether the denial of a permit is a taking of its property. In
addition, Coastal Caribbean is a party to another action in which Coastal
Caribbean claims that certain of its royalty interests have been confiscated by
the State. During 1999, the Company actively pursued the Florida Litigation.

1. Coastal Petroleum Company v. State Department of Environmental
Protection, (Case No. 98-1998, First District Court of Appeal). Drilling
Permit Litigation.

2. Coastal Petroleum Company v. State of Florida, Department of Environmental
Protection (DOAH Case Nos. 98-1901-1912). (DCA Case 1999-2112) 12 Permit
Applications.

On February 25, 1997, Coastal Petroleum filed 12 additional
applications for drilling permits. Coastal Petroleum objected to certain
requests for additional data by the Florida DEP. On March 26, 1999, an
administrative law judge upheld the DEP's requirements. Coastal Petroleum filed
a Notice of Appeal with the First District Court of Appeal. The decision of the
administrative law judge was affirmed by the Court of Appeal on February 29,
2000.
In order to fully permit the Apalachicola Reef Play which includes the
St. George Island prospect on October 29, 1998, Coastal Petroleum filed four
additional permits (1310-1313). The DEP also requested additional data for these
permits. These applications awaiting a decision of the First District Court of
Appeal regarding the twelve permit applications' case, as to the DEP's use of
unadopted rules to require additional data.

During December 1998, the DEP began the administrative process to adopt
new rules regarding offshore drilling in Florida. Coastal Petroleum who holds
the only leases offshore and other interested parties have submitted comments.
The DEP is still in the process of drafting the new rules.

<PAGE>

3. Cottingham v. State of Florida, (Case No. 94-768-CA-01, Circuit
Court of the Second Judicial Circuit in Leon County). Coastal Caribbean
Royalty Litigation.

Any recovery made in the royalty holders' lawsuit would be shared among
the various plaintiffs in that lawsuit, including Coastal Caribbean but not
Coastal Petroleum.

Fee Arrangements

Percent of net recovery
Robert J. Angerer 1.50
Other counsel 3.75
----
Total 5.25
====

Coastal Petroleum has also assigned 3.4% of net recoveries from the
Florida Litigation to its officers and others.

<PAGE>

Uncertainty

6. Common Stock

The Company's Bye-Law No. 21 provides that any matter to be voted upon
must be approved not only by a majority of the shares voted at such meeting, but
also by a majority in number of the shareholders present in person or by proxy
and entitled to vote thereon.

The Company has been financing its operations primarily from sales of
common stock and sales of shares of Coastal Petroleum (See Note 2).

During 1997, the shareholders of the Company approved an increase in
the authorized capital of the Company from 100,000,000 shares to 250,000,000
shares.

During April 2000, the Company expects to file a registration statement
with the Securities and Exchange Commission for a proposed offering of its
common stock to its shareholders.

<PAGE>

The following represents shares issued upon sales of common stock:

Number of Capital in Excess
Shares Capital Stock of Par Value
1953 300,000 $ 30,000 $ 654,000
1954 53,000 5,300 114,265
1955 67,000 6,700 137,937
1956 77,100 7,710 139,548
1957 95,400 9,540 152,492
1958 180,884 18,088 207,135
1959 123,011 12,301 160,751
1960 134,300 13,430 131,431
1961 127,500 12,750 94,077
1962 9,900 990 8,036
1963 168,200 23,548 12,041
1964 331,800 46,452 45,044
1965 435,200 60,928 442,391
1966 187,000 26,180 194,187
1967 193,954 27,153 249,608
1968 67,500 9,450 127,468
1969 8,200 1,148 13,532
1970 274,600 32,952 117,154
1971 299,000 35,880 99,202
1972 462,600 55,512 126,185
1973 619,800 74,376 251,202
1974 398,300 47,796 60,007
1975 - - (52,618)
1976 - - (8,200)
1977 850,000 102,000 1,682,706
1978 90,797 10,896 158,343
1979 1,065,943 127,914 4,124,063
1980 179,831 21,580 826,763
1981 30,600 3,672 159,360
1983 5,318,862 638,263 1,814,642
1985 - - (36,220)
1986 6,228,143 747,378 2,178,471
1987 4,152,095 498,251 2,407,522
1990 4,298,966 515,876 26,319
1996 6,672,726 800,727 5,555,599
----------- ---------- ---------
33,502,212 $4,024,741 $22,374,443
========== ========== ===========

The following represents shares issued upon exercise of stock options:

1955 73,000 $ 7,300 $175,200
1978 7,000 840 6,160
1979 213,570 25,628 265,619
1980 76,830 9,219 125,233
1981 139,600 16,752 227,548
1996 10,000 1,200 12,300
1997 10,000 1,200 10,050
-------- --------- ----------
530,000 $62,139 $822,110
======= ======= ========

Coastal Caribbean has reserved 7,800,000 shares which may be issued
in exchange for Coastal Petroleum shares, as described in Note 2.

<PAGE>

7. Stock Option Plan

The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB No. 25) and related
Interpretations in accounting for its stock options because the alternative fair
value accounting provided under FASB Statement No. 123, "Accounting for Stock
Based Compensation," requires use of option valuation models that were not
developed for use in valuing stock options. Under APB No. 25, because the
exercise price of the Company's stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.

During 1995, the Company adopted a Stock Option Plan covering 1,000,000
shares of the Company's common stock. Options are normally immediately
exercisable and issued for a period of five years. The following table
summarizes stock option activity:
<TABLE>
<CAPTION>
Number of Shares Exercise Price ($)
<S> <C> <C> <C> <C>
Outstanding and exercisable at December 31, 1996 372,000 1.13
Exercised (10,000) 1.13
--------
Outstanding and exercisable at December 31, 1997 362,000 1.13
Granted 225,000 2.625
-------
Outstanding and exercisable at December 31, 1998 587,000 1.13-2.625
Expired (60,000) 1.13
-------=
Outstanding and exercisable at December 31, 1999 527,000 1.13-2.625
=======
(1.77 weighted average)
Available for grant at December 31,1999 453,000
=======
</TABLE>

Pro forma information regarding net income and earnings per share is
required by FASB Statement No. 123, and has been determined as if the Company
had accounted for its stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option-pricing model.

Option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. The assumptions used
in the valuation model were: risk free interest rate - 5.45%, expected life - 5
years, expected volatility - .707 and expected dividend - 0.

<PAGE>

Because the Company's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options.

For the purpose of pro forma disclosures, the estimated fair value of
the stock options is expensed in the year of grant since the options are
immediately exercisable. The Company's pro forma information follows:

Amount Per Share
Net loss as reported - December 31, 1998 $(1,154,681) $(.03)
Stock option expense (369,000) $(.01)
------------ ------
Pro forma net loss (1,523,681) $(.04)
=========== ======

8. Income taxes

Bermuda currently imposes no taxes on corporate income or capital gains
outside of Bermuda. The Company's subsidiary, Coastal Petroleum, has U.S. net
operating loss carry forwards for federal and state tax purposes, which may be
used to reduce its taxable income, if any, during future years which aggregated
approximately $12,077,000 at December 31, 1999 ($11,806,000 at December 31,
1998) and expire in varying amounts from 1999 through 2019. For financial
reporting purposes, a valuation allowance has been recognized to offset the
deferred tax assets relating to those carry forwards. Significant components of
the Company's deferred tax assets were as follows:

1999 1998
---- ----
Net operating losses $4,544,000 $4,443,000
Deferred intercompany interest deduction 1,109,000 652,000
---------- ----------
Total deferred tax assets 5,653,000 5,095,000
Valuation allowance (5,653,000) (5,095,000)
----------- -----------
Net deferred tax assets $ - $ -
=========== ===========

9. Related parties

G&O'D INC provides accounting and administrative services and office
facilities and support staff to the Company. G&O'D INC is owned by Mr. James R.
Joyce, Treasurer and Assistant Secretary. During 1999, 1998 and 1997, G&O'D
billed fees of $144,495, $160,764 and $172,160, respectively.

<PAGE>

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None.

PART III

For information concerning Item 10 - Directors and Executive Officers
of the Company, Item 11 - Executive Compensation, Item 12 - Security Ownership
of Certain Beneficial Owners and Management and Item 13 - Certain Relationships
and Related Transactions, see the Proxy Statement of the Company relative to the
Annual Meeting of Stockholders for the fiscal year ended December 31, 1999,
which will be filed with the Securities and Exchange Commission, which
information is incorporated herein by reference. For information concerning Item
10 - Executive Officers of the Company, see Part I.

<PAGE>

PART IV

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

(a) (1) Financial Statements.

The financial statements listed below and included
under Item 8 above are filed as part of this report.
Page

Report of Independent Auditors 25

Consolidated balance sheets at December 31, 1999 and 1998 26

Consolidated statements of operations from inception (January 31, 1953) to
December 31, 1999 and for each of the three years in the period ended
December 31, 1999 27

Consolidated statements of cash flows from inception (January 31, 1953) to
December 31, 1999 and for each of the three years in the period ended
December 31, 1999 28

Consolidated statements of common stock and capital in excess of
par value from inception (January 31, 1953) to December 31, 1999 29

Notes to consolidated financial statements 30

(2) Financial Statement Schedules.

All schedules have been omitted since the required
information is not present or not present in amounts sufficient to require
submission of the schedule, or because the information required is included
in the consolidated financial statements and the notes thereto.

(3) Exhibits.

List of each management contract or compensatory or
arrangement required to be filed as an exhibit pursuant to Item 14(c).

None.

(b) Reports on Form 8-K.

On October 7, 1999, the Company filed a Current Report on Form
8-K to report an October 6, 1999 ruling by the Florida First District Court of
Appeal regarding the ongoing drilling permit litigation between the State of
Florida and the Company.

<PAGE>

The following exhibits are filed as part of this report:

Item Number

2. Plan of acquisition, reorganization, arrangement, liquidation
or succession.

Not applicable.

3. Articles of incorporation and By-Laws.

(a) Memorandum of Association as amended on June 30,
1982, May 14, 1985 and April 7, 1988 filed as Exhibit
3(a) to Report on Form 10-K for the year ended
December 31, 1998 is incorporated herein by reference.

(b) Bye-laws are incorporated by reference to Schedule 14(a)
Proxy Statement filed on May 13, 1997.

4. Instruments defining the rights of security holders, including
indentures.

Not applicable.

9. Voting trust agreement.

Not applicable.

10. Material contracts.

(a) Drilling Lease No. 224-A, as modified, between the
Trustees of the Internal Improvement Fund of the
State of Florida and Coastal Petroleum Company dated
February 27, 1947 filed as Exhibit 10(a) to Report on
Form 10-K for the year ended December 31, 1998 is
incorporated herein by reference.

(b) Drilling Lease No. 224-B, as modified, between the
Trustees of the Internal Improvement Fund of the
State of Florida and Coastal Petroleum Company dated
February 27, 1947 filed as Exhibit 10(b) to Report on
Form 10-K for the year ended December 31, 1998 is
incorporated herein by reference.

(c) Drilling Lease No. 248, as modified, between the
Trustees of the Internal Improvement Fund of the
State of Florida and Coastal Petroleum Company dated
February 27, 1947 filed as Exhibit 10(c) to Report on
Form 10-K for the year ended December 31, 1998 is
incorporated herein by reference.

<PAGE>

(d) Memorandum of Settlement dated January 6, 1976
between Coastal Petroleum Company and the State of
Florida filed as Exhibit 10(d) to Report on Form 10-K
for the year ended December 31, 1998 is incorporated
herein by reference.

(e) Agreement between the Company and Coastal Petroleum
dated December 3, 1991 filed as Exhibit 10(e) to
Report on Form 10-K for the year ended December 31,
1998 is incorporated herein by reference

(f) Agreement between Lykes Minerals Corp. and Coastal
Caribbean and Coastal Petroleum dated October 16,
1992 filed as Exhibit 10(f) to Report on Form 10-K
for the year ended December 31, 1998 is incorporated
herein by reference.

(g) Stock Option Plan adopted March 7, 1995 filed as
Exhibit 4A to form S-8 dated July 28, 1995 is
incorporated herein by reference.

(h) The decision Coastal Petroleum Company v. Florida
Wildlife Federation et. al. of the First District
Court of Appeal dated October 6, 1999 (St. George
Island permit application case), is incorporated by
reference to Exhibit 99(a) to the Company's Current
Report on Form 8-K filed on October 7, 1999.

11. Statement re: computation of per share earnings.

None.

12. Statement re: computation of ratios.

Not applicable.

13. Annual report to security holders, Form 10-Q or quarterly
report to security holders.

Not applicable.

16. Letter re: change in certifying accountant.

Not applicable.

18. Letter re: change in accounting principles.

Not applicable.

21. Subsidiaries of the registrant.

The Company has one subsidiary, Coastal Petroleum Company, a
Florida corporation which is 59 1/4 % owned.

22. Published report regarding matters submitted to vote of
security holders.

Not applicable.

23. Consent of experts and counsel.

Consent of Ernst & Young LLP is filed herein.

24. Power of attorney.

Not applicable.

27. Financial data schedule.

Filed herein (EDGAR filing only).

99. Additional exhibits.

Not applicable.

(d) Financial Statement Schedules.

None.

<PAGE>

SIGNATURES

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

COASTAL CARIBBEAN OILS & MINERALS, LTD.
(Registrant)

By /s/ Benjamin W. Heath
Benjamin W. Heath, President and
Chief Executive Officer

Dated: March 1, 2000

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

By /s/ Benjamin W. Heath By /s/ James R. Joyce
Benjamin W. Heath James R. Joyce
President, Director and Chief Executive Treasurer and Chief Financial and
Officer Accounting Officer

Dated: March 1, 2000 Dated: March 1, 2000
--------------------------------- ------------------------------

By /s/ Graham B. Collis By /s/ John D. Monroe
Graham B. Collis John D. Monroe
Director Director

Dated: March 1, 2000 Dated: March 1, 2000
--------------------------------- ------------------------------

By /s/ Phillip W. Ware By /s/ Nicholas B. Dill
Phillip W. Ware Nicholas B. Dill
Director Director

Dated: March 1, 2000 Dated: March 1, 2000
--------------------------------- ------------------------------

<PAGE>

INDEX TO EXHIBITS

Exhibit No.

23. Consent of Ernst & Young LLP

27. Financial Data Schedule (EDGAR filing only)

<PAGE>

EXHIBIT 23

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Stock Option plan of Coastal Caribbean Oils & Minerals,
Ltd. of our report dated January 14, 2000, with respect to the consolidated
financial statements of Coastal Caribbean Oils & Minerals, Ltd. in this Annual
Report (Form 10-K) for the year ended December 31, 1999.

/s/ Ernst & Young LLP

Stamford, Connecticut
March 1, 2000

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 651,124
<SECURITIES> 0
<RECEIVABLES> 25,583
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,028,796
<PP&E> 4,759,532
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,206,714
<CURRENT-LIABILITIES> 68,424
<BONDS> 0
0
0
<COMMON> 4,806,763
<OTHER-SE> 1,331,527
<TOTAL-LIABILITY-AND-EQUITY> 6,206,714
<SALES> 0
<TOTAL-REVENUES> 55,275
<CGS> 0
<TOTAL-COSTS> 1,160,736
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,105,461)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,105,461)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,105,461)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)

</TABLE>