NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business - The Company is engaged in the mining development industry. Since October 22, 1974, the Company has owned and operated thirty nine (39) mines and one (1) mill site at Quincy, Plumas County, California, and engaged in the exploration of said mines for the production of precious metals like gold and silver. The Company will apply for a license in Las Vegas, Nevada to conduct Life Extension programs and to operate hotels and casinos.

Development Costs - The Company will not capitalize property taxes on its mining properties until the mines are ready for operation and development.

There are no assets outside the United States which need to be translated into U.S. dollars using exchange rates. The exchange rate for Dominion Dollars of the Dominion of Melchizedek is one Dominion Dollar to one U.S. Dollar.

2. DEFERRED CHARGES AND OTHER ASSETS

                                                    In Thousand Dollars
Deferred Mining Exploration Costs                         $ 3,253
    Deferred mining exploration costs were incurred
    in prior years with the amounts being estimated
    based on the prevailing costs of mining exploration
    at that time due to the absence of supporting
    documentation. On April 13, 1996, the Company
    issued shares of stocks valued at $3,252,669 to
    pay for its obligation arising thereto.

    Deferred Operating Expenses
    Related to additional sale of Common shares           $ 1,480
    Prior years expenses                                      801
    Total Operating Expenses                                2,281

    Total Deferred Charges and Other Assets               $ 5,534

3. RELATED PARTY TRANSACTIONS Grand American Bank Trust owns approximately 60% of the Company's common stock as of June 30, 2000.

4. SALE OF MINING PROPERTIES The Company sold its mining interests in Plumas County, California to a foreign ecclasiastical sovereignty in exchange for Treasury Bills ("T-Bills") having a face value of $2,418,000,000.00, issued by the Dominion of Melchizedek ("DOM"). The T-Bills, payable without interest, mature on May 27, 2005. The Company has booked the T-Bills at face value. As additional consideration, DOM has credited to the account of the Company 300,000,000.00 Dominion Dollars (the official currency of DOM), from which the Company has acquired a 5 year Certificate of Deposit issued by the DOM state owned and licensed bank, Bank of Salem. Bank of Salem is not licensed within the United States of America, nor is it associated with any U.S.A. bank.

DOM as an ecclasiastical sovereignty has suffered significant adverse publicity because journalists and others have falsely labeled DOM as a "country" when in fact DOM has always classified itself as an "ecclasiastical sovereignty." The major negative publicity is available at the DOM news section link to its web site at www.melchizedek.com.

The ability of DOM to pay the T-Bills at maturity is subject to a number of conditions, such as its acquisition of sufficient foreign capital or the Plumas mines producing enough revenues to pay off the T-Bills at maturity. The Company has agreed to put the mines into production on behalf of DOM, and will be permitted to retain as much as 60% of net revenues from production to pay down the principal amount of the T-Bills before maturity.

DOM received title to the mining properties through a corporation incorporated under the laws of DOM, "The International Monetary Reserve" ("TIMR"), which is qualified to do business in California and Florida, and which is separately incorporated under the laws of the State of Nevada. DOM is the controlling shareholder of TIMR, which is not related to the similarly named "International Monetary Fund," ("IMF"). TIMR shares are quoted on the offshore internet stock exchange "Dominion Worldwide Stock Exchange" that is regulated and managed by DOM outside the United States. It may be necessary for DOM to sell its shares in TIMR to pay off the T-Bills, however it is unknown if a sufficient market will develope for those shares. In the alternative, the Company has an option, at any time prior to maturity, to elect to receive full payment for the T-Bills in the form of Dominion Dollars. The Company may elect to exercise this option should a strong market emerge for Dominion Dollars.

According to DOM there are less than $100,000,000 of its T-Bills issued to its citizens and third parties prior to those issued to the Company. DOM has indicated that its reason for acquiring the Plumas mining properties is based on its plan to float an Internet and printed currency, Dominion Dollars, in the world market. With the proven reserves at the Plumas property, DOM's currency can be backed by gold.

The Company's top officers are citizens and ambassadors-at-large of this ecclasiastical sovereignty, but DOM owns none of the securities issued by the Company.

5. CONTINGENCIES. The Company is not involved in any legal proceeding which is considered to be ordinary routine litigation incident to its business.

6. TAXES The Company has not filed a federal income tax return because there are no earnings to report.

7. NAME CHANGE On September 18, 1999, the Company's name was changed to "Countryland Wellness Resorts, Inc. The accounting year remains December 31.

COUNTRYLAND WELLNESS RESORTS, INC.