SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): July 13, 1999



                            North Lily Mining Company
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Utah                        0-16740                87-0159350
            ----                        -------                ----------
 (State or other jurisdiction       (Commission File         (IRS Employer
      of incorporation)                 Number)            Identification No.)



              1800 Glenarm Place, Suite 210, Denver Colorado 80202
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (303) 294-0427




<PAGE>



Item 5. Other Events.
        -------------

LOAN:  On July 13, 1999 the Company  closed on a borrowing of $225,000  Canadian
(approximately  $159,000 U.S.) from Quest Ventures Ltd. ("Lender") of Vancouver,
British Columbia,  Canada,  repayable with 12% compound interest on November 15,
1999,  pursuant to a Loan Agreement  (the "Loan  Agreement") of June 28, 1999 as
amended July 12, 1999.  The Loan  Agreement  contemplates  the  possibility of a
further borrowing by the Company of $890,000  Canadian,  and is secured by Deeds
of Trust of Company  property in Utah and by a pledge of shares of the Company's
common stock  provided by the Company's  Executive Vice  President.  The Company
paid a closing bonus to the Lender,  as well as the costs of title insurance and
legal fees, and agreed to provide  100,000 shares of the Company's  common stock
to Lender.  The  proceeds of the loan are being used  primarily  to  discharge a
judgment  outstanding against the Company,  and to pay amounts owing to auditors
so  that  the  Company's  audits,  financial  statements,  and  reports  to  the
Securities and Exchange Commission can be made current.

PROPERTIES:  On December 31,  1998,  the Company and an investor  established  a
Colorado Limited Liability Company known as Xeres Tintic,  LLC (the "LLC").  The
Company  transferred its Tintic,  Utah properties  (consisting of  approximately
10,000  rural  acres of patented  mining  claims and fee lands 70 miles south of
Salt Lake City) to the LLC.  The Company  received a 79% interest in the LLC and
promissory note for $12.5 million from the LLC (the "Note").  The LLC intends to
sell  parcels for various  uses  including  potential  development.  The Company
controls  the  LLC,  owns 79% of it,  and,  through  its  Note and its  share of
distributions, will receive 80% to 86% of the LLC's net proceeds until repayment
of the Note (reducing to 69% when and if sales continue thereafter). The balance
of LLC  proceeds  (except  for 1% on sales  after  repayment  of the Note) go to
Redshore  Properties  Inc.  ("Redshore"),  which is providing  certain  funding,
research,  expertise,  and handling of daily marketing and sales pursuant to the
LLC's directions.  Redshore's interest can be substantially  reduced if Redshore
does not timely produce targeted dollar amounts of sale proceeds.  Several small
lots have  been  sold,  preliminary  offers  for some  larger  tracts  have been
received,  and  discussions  have  commenced with local  authorities  concerning
possibly  subdividing certain large tracts.  There is however, no assurance that
substantial  values or sales will be  achieved.  To the extent that cash flow is
realized from the properties or from further  financing,  it will be utilized in
part to seek new resource  property  opportunities,  available  due to currently
depressed  resource markets.  The Company will not be using proceeds for funding
its former  interest in the Tuina copper project in Chile,  which it dropped due
to failure by the project operator to arrange project  financing,  disappointing
results, and continued low price of copper.

                                      -2-
<PAGE>




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  August 12, 1999                NORTH LILY MINING COMPANY
       ---------------



                                      By:  /s/   Stephen E. Flechner
                                           -------------------------------------
                                           Stephen E. Flechner
                                           Chief Executive Officer and President



                                      -3-
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 13, 1999

                            North Lily Mining Company
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Utah                        0-16740                87-0159350
            ----                        -------                ----------
 (State or other jurisdiction       (Commission File         (IRS Employer
      of incorporation)                 Number)            Identification No.)

              1800 Glenarm Place, Suite 210, Denver Colorado 80202
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (303) 294-0427
Item 5. Other Events.
        -------------

LOAN:  On July 13, 1999 the Company  closed on a borrowing of $225,000  Canadian
(approximately  $159,000 U.S.) from Quest Ventures Ltd. ("Lender") of Vancouver,
British Columbia,  Canada,  repayable with 12% compound interest on November 15,
1999,  pursuant to a Loan Agreement  (the "Loan  Agreement") of June 28, 1999 as
amended July 12, 1999.  The Loan  Agreement  contemplates  the  possibility of a
further borrowing by the Company of $890,000  Canadian,  and is secured by Deeds
of Trust of Company  property in Utah and by a pledge of shares of the Company's
common stock  provided by the Company's  Executive Vice  President.  The Company
paid a closing bonus to the Lender,  as well as the costs of title insurance and
legal fees, and agreed to provide  100,000 shares of the Company's  common stock
to Lender.  The  proceeds of the loan are being used  primarily  to  discharge a
judgment  outstanding against the Company,  and to pay amounts owing to auditors
so  that  the  Company's  audits,  financial  statements,  and  reports  to  the
Securities and Exchange Commission can be made current.

PROPERTIES:  On December 31,  1998,  the Company and an investor  established  a
Colorado Limited Liability Company known as Xeres Tintic,  LLC (the "LLC").  The
Company  transferred its Tintic,  Utah properties  (consisting of  approximately
10,000  rural  acres of patented  mining  claims and fee lands 70 miles south of
Salt Lake City) to the LLC.  The Company  received a 79% interest in the LLC and
promissory note for $12.5 million from the LLC (the "Note").  The LLC intends to
sell  parcels for various  uses  including  potential  development.  The Company
controls  the  LLC,  owns 79% of it,  and,  through  its  Note and its  share of
distributions, will receive 80% to 86% of the LLC's net proceeds until repayment
of the Note (reducing to 69% when and if sales continue thereafter). The balance
of LLC  proceeds  (except  for 1% on sales  after  repayment  of the Note) go to
Redshore  Properties  Inc.  ("Redshore"),  which is providing  certain  funding,
research,  expertise,  and handling of daily marketing and sales pursuant to the
LLC's directions.  Redshore's interest can be substantially  reduced if Redshore
does not timely produce targeted dollar amounts of sale proceeds.  Several small
lots have  been  sold,  preliminary  offers  for some  larger  tracts  have been
received,  and  discussions  have  commenced with local  authorities  concerning
possibly  subdividing certain large tracts.  There is however, no assurance that
substantial  values or sales will be  achieved.  To the extent that cash flow is
realized from the properties or from further  financing,  it will be utilized in
part to seek new resource  property  opportunities,  available  due to currently
depressed  resource markets.  The Company will not be using proceeds for funding
its former  interest in the Tuina copper project in Chile,  which it dropped due
to failure by the project operator to arrange project  financing,  disappointing
results, and continued low price of copper.

                                      -2-
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  August 12, 1999                NORTH LILY MINING COMPANY
       ---------------

                                      By:  /s/   Stephen E. Flechner
                                           -------------------------------------
                                           Stephen E. Flechner
                                           Chief Executive Officer and President

                                      -3-