As filed with the Securities and Exchange Commission on or about May 31, 2001

                            Registration No. 33 - ______

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM  S-8
           Registration Statement Under the Securities Act of 1933

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THE
GOLD CHAIN MINING COMPANY (Exact name of small business issuer as specified in
its charter) </FONT>
</TD>
</TR>
[/TABLE]
<BR>

             UTAH                                      87-0267213
 (State or other jurisdiction of               (I.R.S Employer Ident. No.)
 incorporation or organization)

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
44
WEST BROADWAY, SUITE 704-S, SALT LAKE CITY, UTAH 84101 (Address of principal
executive offices, including zip code)</FONT></TD>
</TR>
[/TABLE]
<BR>

                             (801) 355-6044
             (Issuer's telephone number, including area code)

             1995 EMPLOYEE STOCK AWARD AND STOCK OPTION PLAN
                          (Full title of the plan)

                     CARLOS M. CHAVEZ,  ATTORNEY AT LAW
                        455 EAST 400 SOUTH, SUITE 40
                     SALT LAKE  CITY,  UTAH  84111-3017
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>&nbsp;</TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
TEL:801-596-2267
FAX:801-596-2270 (Name, address, including zip code, and telephone number,
including area code, of agent for service)</FONT></TD>
</TR>
[/TABLE]
<BR>


     Title of                      Proposed     Proposed
     each class                    maximum      maximum
     of security      Amount       offering     aggregate    Amount of
     to be            to be        price per    offering     registration
     registered       registered   share        price        fee
  --------------------------------------------------------------------------

     Common stock,
     par value
     $.01 per share   1,500,000    $0.01        $15,000      $______

     The common stock has been listed for  quotations  and trading on the OTC:BB
since November  2000.  Between then and 1985, it did not trade on a public stock
exchange.  It does not have an active trading market.  Therefore,  in accordance
with Rule  457(h)  under the 1933  Securities  Act,  solely  for the  purpose of
calculating the registration  fee, this price is to be based upon the book value
of the securities to be registered,  computed as of the latest  practicable date
prior to the date of filing this registration statement.  Because the book value
for accounting is $0.0001, the par value of $0.01 has been used instead.

     The Exhibit Index appears on page 3 of this Registration Statement.

     This Registration Statement, including exhibits, contains 31 pages.


                                                                  Page 1 of 31




                                   PART I.
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  ITEM 1.     PLAN INFORMATION.

         This Registration Statement is filed with the Securities and Exchange
Commission (the "SEC") for the purpose of registering shares of common stock,
$0.01 par value, ("Common Stock") of the Registrant in connection with its
1995 Employee Stock Award and Stock Option Plan (the "Plan").

  ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Registrant advises Plan participants that the documents incorporated
by reference to Item 3 of Part II, below, are available without charge. These
documents are incorporated by reference to the Section 10(a) prospectus, and
contain the prospectus information required by this Part I. They have been or
will be delivered to employees as specified by Rule 428(b)(1). The Section 10(a)
prospectus is not being filed with the SEC either as part of this Registration
Statement, or as prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference:

     (a)     The Registrant's latest annual report on Form 10-K, filed April
16, 2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") containing audited financial statements
for the Registrant's latest fiscal year ended December 31, 2000.

     (b)     The Registrant's Quarterly Report on Form 10-Q, filed May 15,
2001, for the quarter ended March 31, 2001.

     (c)     The description of the class of securities to be offered as
contained in the Section 12 registration statement filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.

     (d) All other  reports  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to this filing, but prior to
the filing of a  post-effective  amendment,  which  indicate that all securities
offered have been sold or which deregister all securities then remaining unsold.
Such  reports  shall  be  deemed  to  be   incorporated  by  reference  in  this
Registration  Statement  and to be a part  hereof from the date of filing of all
such reports.

     Any statement  contained  herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

  ITEM 4.     DESCRIPTION OF SECURITIES.

                    Not Applicable.

                                        -2-                       Page 2 of 31






  ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Counsel for the Company,  Carlos M. Chavez,  Esq., who has given an opinion
about the legality of the securities being registered and other legal matters in
connection  with  this  registration,  and who  since  1995  has  performed  and
continues  to  perform  significant  legal  services  for the  Registrant,  is a
director  and officer of the Company,  but was not paid for such  purposes as an
employee  or on a  contingent  basis,  nor did or does  he have or  receive,  in
connection  with  this  S-8  registration,  a  substantial  or  greater  than 5%
interest, direct or indirect, in the Registrant or its controlling shareholders,
Mammoth Mining Company and Keystone Surveys,  Inc., nor is he connected with the
Registrant as a promoter, managing or principal underwriter,  voting trustee, or
employee.

  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant's  Bylaws authorize it to indemnify,  at its election,  any
director,  officer,  agent and/or employee as to those  liabilities and on those
terms and  conditions as are specified in the Revised Utah Business  Corporation
Act.  Further,  the Registrant may purchase and maintain  insurance on behalf of
any such persons whether or not it would have the power to indemnify such person
against the liability insured against. Indemnifying and/or insuring its officers
and directors from the increasing liabilities and risks their corporate acts and
omissions  expose  them to,  could  result in  substantial  expenditures  by the
Registrant,  while  preventing any recovery from them for losses incurred by the
Registrant as a result of their actions.  For that reason, the SEC has issued an
advisory opinion concluding that  indemnification of this type is against public
policy as  expressed  in the  Securities  Act of 1933,  as amended  ("Securities
Act"),  and,  therefore,  is  unenforceable  with  respect to any claim,  issue,
question,  or matter of liability touched upon by anything within the purview of
the federal securities laws and regulations.

  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     With  respect to  transactions  in which the  securities  are  reoffered or
resold  pursuant  to this  Registration  Statement,  the  Registrant  claims  an
exemption from registration under Section 4(1) and (2) of the Securities Act and
under  Rule 144  promulgated  pursuant  to that Act,  in  accordance  with their
requirements  and  limitations.  A selling  shareholder  may include  restricted
securities in a reoffer  prospectus only if he acquired them prior to the filing
of this  Registration  Statement.  A selling  shareholder  may  include  control
securities  in a reoffer  prospectus  only if he acquired or will  acquire  them
pursuant to an employee benefit plan.

  ITEM 8.     EXHIBITS.

     Copies of the following  documents are being furnished as exhibits required
by Item 601 of Regulation  S-B,  promulgated  under the  Securities  Act and the
Exchange Act. The SEC  reference  number refers to the exhibit table in Item 601
of Regulation S-B.

                              EXHIBIT INDEX

EXHIBIT NO.   DOCUMENT DESCRIPTION
----------   ------------------------------------------------------------------
  3(i).1     Articles of Incorporation, as amended, filed as Exhibit 3.6 to
                Form 10, and incorporated herein by reference

                                        -3-                       Page 3 of 31




 3(ii).1     By-Laws, as amended, filed as Exhibit 3.7 to Form 10, and
                incorporated herein by reference

   5.1       Opinion of Carlos M. Chavez, Esq., Registrant's Counsel, Regarding
                Legality of Common Stock Being Registered

  23.1       Consent of Counsel (included in Exhibit 5.1)

  23.2       Consent of Andersen Andersen and Strong, L.C., CPA's

  99.1       1995 Employee Stock Award and Stock Option Plan

  99.2       Reoffer Prospectus, updated as of May 31, 2001

  ITEM 9.     UNDERTAKINGS.

     (A)   RULE 415 OFFERINGS. The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement --

               (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) that, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in the registration statement;

               (iii)  To include any material information or change with
          respect to the plan of distribution not previously disclosed in the
          Registration Statement;

               Provided, however, that paragraphs (i) and (ii) above shall not
     apply if the information required by those paragraphs to be included in
     a post-effective amendment is contained in the periodic reports filed by
     the registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act, and those reports are incorporated by reference in the Registration
     Statement.

          (2)   That for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.

          (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered that remain unsold at
     the termination of the offering.

    (B)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
being registered hereby, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                        -4-                       Page 4 of 31





     (C)  SUBMIT   QUESTION   OF   INDEMNIFICATION   TO  COURT  OF   APPROPRIATE
JURISDICTION.  The undersigned  Registrant  hereby  undertakes that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers,  and  controlling  persons of the  Registrant
pursuant  to the  provisions  set  forth in Item 6 of this  Part II,  above,  or
otherwise,  the  Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and,
therefore,  is unenforceable.  In the event a claim for indemnification  against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of Salt Lake,  State of Utah,
on the 31 day of May, 2001, by the duly authorized undersigned officer.

REGISTRANT:

THE GOLD CHAIN MINING COMPANY

BY:    /s/  Spenst Hansen
---------------------------------------
Spenst Hansen, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed below on May 31, 2001, by the following persons, in the
capacities indicated.

                                               /s/ SPENST HANSEN
BY ITS CHIEF EXECUTIVE OFFICER:    -------------------------------------------
                                         Spenst Hansen, President and CEO

BY ITS PRINCIPAL FINANCIAL AND                /s/ BLANE VAN PLETZEN
ACCOUNTING OFFICER:                -------------------------------------------
                                           Blane Van Pletzen, Treasurer

BY UNANIMOUS CONSENT OF ITS BOARD OF DIRECTORS:

                                               /s/ SPENST HANSEN
                                   -------------------------------------------
                                          Spenst Hansen, Board Chairman

                                               /s/ BLANE VAN PLETZEN
                                   -------------------------------------------
                                           Blane Van Pletzen, Director

                                               /s/ CARLOS M. CHAVEZ
                                   -------------------------------------------
                                           Carlos M. Chavez, Director

                                        -5-                       Page 5 of 31
==============================================================================




EX-5.1 AND EX-23.1


    TRUJILLO AND ASSOCIATES                                 CARLOS M. CHAVEZ
       ATTORNEYS AT LAW                                         Of Counsel
    THE EXECUTIVE BUILDING
  455 EAST 400 SOUTH, SUITE 40                            TELE: (801) 596-2267
SALT LAKE CITY, UTAH 84101-3017                           FAX:  (801) 596-2270



                                    May 30, 2001



   Board of Directors
   THE GOLD CHAIN MINING COMPANY
   44 West Broadway Street, Suite 704-S
   Salt Lake City, Utah  84101

         RE:  Registration Statement on Form S-8

   Ladies and Gentlemen:

        I have acted as counsel to The Gold Chain Mining Company, a Utah
   corporation (the 'Company'), in connection with the preparation and filing
   of a Registration Statement on Form S-8 (the 'Registration Statement') to
   be filed with the Securities and Exchange Commission on or about May 31,
   2001, pertaining to the registration of securities consisting of
   1,000,000 shares of the Company's common stock, $0.01 par value (the
   'Shares') being registered in connection with the Company's 1995 Employee
   Stock Award and Option Plan, as amended (the 'Plan').

        I have reviewed the Articles of Incorporation and Bylaws of the
   Company, the meeting minutes and resolutions of the Board of Directors and
   shareholders of the Company, the Form S-8 Registration Statement, the Plan,
   relevant prospectuses and other such documents as appropriate. As to
   factual matters, I have relied upon the certification supplied to me by an
   officer of the Company. In rendering the opinion expressed herein, I have
   assumed, upon reasonable investigation, the validity of all documents and
   the accuracy of all information supplied to me by the Company.

        Based upon the foregoing, I am of the opinion that when the
   Registration Statement becomes effective, all such Shares being registered
   pursuant to the Registration Statement, and all such registered Shares as
   they are and become issued and paid for, in accordance with the Plan, will
   have been duly authorized and will be legally issued, fully paid and non-
   assessable.

        I hereby consent to the filing of this opinion as an exhibit to the
   Registration Statement.

                                       Very truly yours,


                                          /s/ Carlos M. Chavez

                                       CARLOS M. CHAVEZ, Of Counsel
                                             ATTORNEY AT LAW

                                                                  Page 6 of 31
==============================================================================




   EX-23.2


                                    [COMPANY LOGO]
                            ANDERSEN ANDERSEN and STRONG, L.C.




                                  May 30, 2001






                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


       As independent public accountants, we hereby consent to the use and
  incorporation by reference in this Registration Statement on Form S-8 of
  our audit report dated April 16, 2001, which appears on page 29 of the
  Company's Annual Report on Form 10-K for the fiscal year ended December 31,
  2000, of our audits of the Company's financial statements for the years
  ended December 31, 2000 and 1999, and the period August 19, 1907 (date of
  inception) to December 31, 2000, and to all references to our Firm,
  included in or made a part of this Form S-8 Registration Statement.



                                   /s/ ANDERSEN ANDERSEN and STRONG, L.C.

  Salt Lake City, Utah         -------------------------------------------
  May 30, 2001                        Andersen Andersen and Strong, L.C.






















                                                                  Page 7 of 31


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






  EX-99.1

             THE 1995 EMPLOYEE STOCK AWARD AND STOCK OPTION PLAN
                 ------------------------------------------
                        THE GOLD CHAIN MINING COMPANY

     1. General  Information.  The 1995 Stock Award and Stock Option Plan of The
Gold Chain Mining Company, as amended (the "Plan"), under which shares of stock,
and options to acquire shares of stock,  and/or stock appreciation rights may be
granted from time to time to directors and  employees of the Company,  or others
who  contribute to the success of the Company,  all on the terms and  conditions
set forth therein,  was approved by the Company's Board of Directors on June 17,
1995, and by a majority of its  Shareholders  on June 17, 1995. On May 16, 2001,
the Directors and a majority of the  Company's  Shareholders  approved the First
Amendment to the Plan.

     2.  Purpose  of the  Plan.  The  Plan is  intended  to aid the  Company  in
maintaining and developing a management team, attracting qualified employees and
directors  capable of assuring the future success of the Company,  and rewarding
those  individuals  who have  contributed  to the success of the Company.  It is
designed  to aid the  Company  in  retaining  the  services  of  executives  and
employees,  attracting  new  personnel  when  needed for future  operations  and
growth,  and providing such personnel with an incentive to remain  employees and
or/directors of the Company.  The Plan encourages them to use their best efforts
to  promote  the  success  of the  Company's  business,  while at the same  time
provides them with an opportunity  to obtain or increase a proprietary  interest
in the  Company.  It is also  designed  to permit the  Company  to reward  those
individuals  who are not  employees  or  directors  of the  Company  but who are
perceived by management as having  contributed  to the success of the Company or
who are  important  to the  continued  business  and ongoing  operations  of the
Company.  The above aims will be  effectuated  through the granting of shares of
common stock of the Company, par value $.01 per share (the "Stock"),  options to
purchase  Stock on a favorable  basis  ("Options"),  and/or  stock  appreciation
rights  ("SARs") and other  rights  subject to the terms and  conditions  of the
Plan. It is intended that the Options issued pursuant to the Plan include, where
designated  as such at the time of grant,  Options  which  qualify as "incentive
stock options," as that term is defined in Section 422A of the Internal  Revenue
Code of 1986, or any amendment or successor  provision of like tenor ("Incentive
Options").

     The Plan is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.

     3.  Administration  of the Plan. The Plan shall be  administered  by, or in
accordance with the recommendation of, the Board, an option committee  appointed
by the  Board,  or by any other such  committee  designated  by the Board.  Such
administrative  committee  ("Committee")  shall  consist  of not less than three
persons.  During  such time as the  Company is subject  to the  requirements  of
Section 12(g) of the Exchange Act, the Plan shall be  administered  with respect
to officers  and  directors of the Company by  "disinterested  persons," as that
term is  defined  in  Commission  Rule  16b-3(e)(2)(i),  promulgated  under  the
Exchange  Act,  or  any  amendment  or  successor  provision  of  similar  tenor
("Disinterested  Person").  The Board may remove or add members to the Committee
and the Board or the remaining members of the Committee shall fill any vacancies
that  occur.  Any  director or officer of the Company may from time to time make
recommendations  to the Board or  Committee  with respect to  individuals  to be
considered  for an award under the Plan as well as the nature and amount of such
award.  Subject to compliance with  applicable  provisions of governing law, the
Board or Committee may delegate  administrative duties with respect to the Plan,
including the authority to consider and approve awards on such terms and to such
individuals as they deem proper. All awards shall be approved by a majority vote
of those members of the Board or Committee, as the case may be, in attendance at
a meeting  at which a quorum is  present.  However,  an award to a member of the
Board or  Committee  shall be approved by a majority  vote of the members of the
Board or Committee who are Disinterested Persons.

                                                                  Page 8 of 31





     The  interpretation  and construction of the terms of the Plan or any award
under the Plan by the  Committee  or the Board shall be final and binding on all
participants  in the Plan absent a showing of  demonstrable  error. No member of
the Board or any Committee shall be liable for any action taken or determination
made in good faith with respect to the Plan or any award.

     4.  Shares of Stock  Subject to the Plan.  A total of  1,000,000  shares of
Stock may be subject to or issued under awards granted  pursuant to the terms of
the Plan.  Any Stock  subject to an Option or other right under the Plan,  which
Option  or right  for any  reason  expires,  is  terminated,  or is  surrendered
unexercised  as to such Stock,  may be reserved for issuance  pursuant to future
awards under the Plan.  If any right to acquire  Stock granted under the Plan is
exercised  by the  delivery of Stock or the  relinquishment  of rights to Stock,
only the net shares of Stock  issued (the shares of Stock issued less the shares
of Stock  surrendered)  shall count against the total number of shares  reserved
for issuance under the terms of the Plan.

     5.  Reservation of Stock on Granting of Option.  At the time of granting an
Option or other right to acquire  Stock under the terms of the Plan,  there will
be reserved for issuance on the exercise of the Option or right  (subject to the
provisions  of Section 13 of the Plan) the number of shares of Stock  subject to
such Option or right. The Company may reserve authorized but unissued shares, as
well as issued shares that have been reacquired by the Company.

     6. Eligibility.  Under the Plan, an award may be granted to employees,  and
to officers and directors of the Company or its  subsidiaries as may be existing
from  time to time,  and to other  individuals,  when  deemed  to be in the best
interests of the Company by the Board or  Committee.  Such award shall be in the
amount  and  shall  have  the  rights  and be  subject  to the  restrictions  as
determined  by the Board or the Committee  within the general  provisions of the
Plan.

     7. Term of Award and Certain Limitations on Right to Exercise Award.

     (a) Each award shall have the term established by the Board or Committee at
the time the award is granted.

     (b) The term of the  award,  once it is  granted,  may be  reduced  only as
provided for in the Plan or in the terms of the award.

     (c) Unless  otherwise  specifically  provided by the  written  terms of the
award, no holder or his legal  representatives,  legatees,  or distributees will
be, or shall be deemed to be, a holder of any shares  subject to an award unless
and until the holder  exercises  his right to  acquire  Stock and  delivers  the
required  consideration  to the Company in accordance with the terms of the Plan
and the provisions of the award. Unless otherwise  specifically  provided by the
written terms of the award,  no adjustment  shall be made for dividends or other
rights for which the record  date is prior to the date such Stock is acquired by
the holder.

     (d) Each award  granted under the Plan shall vest at such time or times and
on such terms as established by the Board or Committee when granting the award.

     (e) If an award is granted  to a  director,  officer,  or  employee  of the
Company and such individual is terminated or resigns from the Company within six
months of such  award,  the  unexercised  portion of the award shall be null and
void, and such individual shall have no further rights thereunder as of the date
of such termination or resignation.

     (f)  An  award  granted  under  the  Plan  may  contain  other  provisions,
including,  without  limitation,  additional  or alternate  restrictions  on the
exercise of the award, as the Board or Committee deems advisable.

     (g) In no event may an award be exercised after the expiration of its term.

                                        -2-                       Page 9 of 31





     8. Exercise Price.  Except as otherwise  provided in the Plan, the exercise
price of each award  granted  under the Plan shall be  equivalent to the mean of
the closing bid and asked price quotations for the Stock in the over-the-counter
market  as  quoted  on  the   National   Association   of   Securities   Dealers
Over-The-Counter  Bulletin Board  ("OTCBB") for the 20 trading days  immediately
preceding the grant date.  Notwithstanding the above provision, the Committee or
Board may set the exercise  price of any options  awarded  under the Plan at any
amount that is lawful and  permissible  under the  various  laws of the State of
Utah and the federal securities and tax code provisions.

     9.  Payment  of  Exercise  Price.  The  exercise  of each  award  shall  be
contingent on receipt by the Company of cash, certified bank check to its order,
or like consideration  acceptable to the Company.  However, at the discretion of
the Board or Committee,  the award recipient may pay the exercise price in whole
or in part by delivering  to the Company  shares of Stock valued by the Board or
Committee at the Stock's fair market  value,  surrendering  or canceling  tandem
rights  granted with the award,  or  surrendering  or canceling  other rights to
Stock. Any  consideration  approved by the Company that calls for payment of the
exercise  price over a period  greater than one year shall  provide for interest
(not  included  as part of the  exercise  price) that is equal to or exceeds the
imputed  interest  provided  for in  Internal  Revenue  Code  Section 483 or any
amendment or successor provision of like tenor.

     10. Withholding.  If the grant or exercise of an award pursuant to the Plan
is subject  to  withholding  or other  trust fund  payment  requirements  of the
Internal Revenue Code or applicable state or local laws, such  requirements may,
to the  extent  permitted  by the  terms of the  award  and the  then  governing
provisions  of the  Internal  Revenue  Code,  be met by the  holder of the award
delivering  shares of Stock or  canceling  Options  or other  rights to  acquire
Stock, or by the Company  withholding shares of Stock subject to an Option, at a
fair market  value for the Stock.  To the extent that the holder of the award is
subject to the  provisions of Section 16(a) of the Exchange Act,  payment of the
withholding  and other trust fund  agreements by the foregoing  methods shall be
contingent  upon the transaction  qualifying for an exemption  under  Commission
Rule 16b-3,  promulgated  pursuant to Section  16(b) of the Exchange Act, or any
amendment or provision of like tenor.

     11. Incentive Options. In addition to the other restrictions and provisions
of the Plan and any award under the Plan, any Option granted that is intended to
be an Incentive Option shall also meet these additional requirements:

     (a) The exercise price of an Incentive Option shall be an amount determined
by the Board or Committee in accordance  with the  applicable  provisions of the
Internal  Revenue Code, but in any event,  not less than the Stock's fair market
value on the Option grant date.

     (b) No Incentive  Option may be granted  under the Plan to any employee who
owns Stock (either of record or beneficially) which constitutes more than 10% of
the  combined   voting  power  of  the  Company  or  any  parent  or  subsidiary
corporation,  unless (i) the exercise price is at least 110% of the Stock's fair
market  value on the Option  grant date,  and (ii) the  Incentive  Option by its
terms is not exercisable more than ten years after such date.

     (c)  Incentive  Options may be granted  only to an employee of, and only in
connection  with  employment  by,  the  Company  or  one  of  its  subsidiaries.
Notwithstanding the above,  directors may be granted Incentive Options under the
Plan,  subject to and to the extent  permitted  by  applicable  tax statutes and
regulations.

                                        -3-                       Page 10 of 31





     (d) The aggregate  fair market value at an Option grant date may not exceed
$100,000  for  Incentive  Option  Stock  exercisable  for the  first  time by an
individual  during a calendar  year under the Plan (and other plans,  if any, of
the Company or its subsidiaries).

     (e) No  Incentive  Option shall be  transferable  other than by will or the
laws of descent and distribution  and shall be exercisable,  during the lifetime
of the optionee, only by the optionee to whom the Incentive Option is granted.


     (f) No SARs or other  rights  may be granted  in tandem  with an  Incentive
Option.

     (g) An employee  who  acquires  shares of Stock  pursuant  to an  Incentive
Option granted under the Plan shall not sell,  transfer or otherwise  convey the
Stock  until a date that is more than two years from the  Option  grant date and
more than one year from the Stock  acquisition  date.  An  employee  who makes a
disqualifying  disposition  shall  notify  the  Company  within  30 days of such
transaction.

     (h) No  Incentive  Option  may be  exercised,  unless  from  the  date  the
Incentive  Option was granted  until within three months of such  exercise,  the
optionee  was an eligible  employee of the Company as defined in the  applicable
provisions of the Internal Revenue Code, except that the 3-month provision shall
not apply to an optionee  who dies during such 3-month  period.  Notwithstanding
the above, an Incentive  Option may be exercised by an optionee within 12 months
of the date the optionee ceases  employment due to a "disability,"  as that term
is defined in Internal  Revenue  Code  Section  105(d)(4),  or any  amendment or
successor  provision of like tenor.  An authorized  absence or leave approved by
the Board or Committee shall not be considered an interruption of employment for
any purpose under the Plan.

     (i)  All  Incentive   Options  shall  be  deemed  to  contain  such  others
limitations and restrictions as may be necessary to conform the Incentive Option
to the  requirements of Section 422 of the Internal Revenue Code and regulations
promulgated thereunder, or any amendment or successor provision of like tenor.

     (j) The foregoing  restrictions  and limitations are based on the governing
provisions of the Internal  Revenue Code as of the adoption date of the Plan. If
the Internal Revenue Code is amended to permit the qualification of an Option as
an incentive  stock option without one or more of the foregoing  restrictions or
limitations,  or with modified terms of restriction or limitation,  the Board or
Committee may issue Incentive Options and may modify existing  Incentive Options
consistent with such amendments.

     12.  Awards to Officers and  Directors.  During such time as the Company is
subject to the provisions of Section 12(g) of the Exchange Act, awards under the
Plan to "officers," as that term is defined in Commission Rule 16a-1(f),  or any
amendment or successor  provision of like tenor, or directors shall be made by a
Committee comprised of three or more individuals,  all of whom are Disinterested
Persons.

     (a) The  determination  to make an award to a  director  and the  number of
shares to award  shall be made by a majority  vote of the Board  members who are
Disinterested  Persons,  or shall be made by a Committee  comprised  of three or
more Disinterested Persons.

     (b) The  determination  to make an award to an  officer  and the  number of
shares to award  shall be made by a majority  vote of the Board  members who are
Disinterested  Persons,  or shall be made by a Committee  comprised  of three or
more Disinterested Persons.

     (c) If an award is a Stock Option or other right to purchase  shares at the
optionee's  discretion,  the exercise  price of the award shall be determined by
the Board or  Committee  at an amount not less than 50% of the fair market value
of the Stock on the Option grant date.

                                        -4-                       Page 11 of 31




     (d) With  respect to an award other than an Option or the right to purchase
shares at the  discretion of the optionee,  such as a sale of restricted  Stock,
the consideration amount may not be less than the minimum required by applicable
state law.

     (e) If an award is an Option or similar  right,  including a SAR, the award
shall  not be  transferable  other  than  by will or the  laws  of  descent  and
distribution and shall be exercisable  during the life of the holder only by the
holder or the holder's guardian or legal representative.

     (f) Any cash  settlement of SARs or other rights shall be  consistent  with
the   requirements  of  Commission   Rule  16b-3  and  regulations   promulgated
thereunder, or any amendment or successor provision of like tenor.

     (g) The foregoing  restrictions  and limitations are based on the governing
provisions  of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder as of the adoption date of the Plan. If the governing  provisions are
amended to permit an award to be granted  pursuant to Commission  Rule 16b-3, or
any amendment or successor  provision of like tenor,  without one or more of the
foregoing  restrictions  or  limitations,  or with a modification  to any of the
terms of any such restriction or limitation, the Board or Committee may grant an
award to officers and directors  and may modify an existing  award in accordance
with such changes,  provided that such action by the Board or Committee does not
disqualify any such award from treatment under the provisions of Commission Rule
16b-3 and  regulations  promulgated  thereunder,  or any  amendment or successor
provision of similar tenor.

     13.  Stock  Appreciation  Rights  and  Other  Tandem  Rights.  The Board or
Committee,  at the time of granting an award under the terms of the Plan,  shall
have the  authority to grant SARs or other tandem  rights with respect to all or
some of the shares of Stock  covered by such award  pursuant to which the holder
shall have the right to surrender all or part of such award and thereby exercise
the tandem rights; provided,  however, that the holder shall not have such right
to surrender and obtain  payment  during the first six months of the term of the
award,  except in the event of the  holder's  death or  disability  during  such
six-month  period.  Any payment  under the terms of tandem rights may be made by
the  Company,  at the  discretion  of the Board or Committee as set forth in the
written  award,  in Stock (at its fair market value on the date of the notice of
exercise,  as  determined  by the Board or  Committee)  or in cash, or partly in
Stock and partly in cash, in such amounts as the Company may determine.  SARs or
other  tandem  rights  granted  under the terms of this Section may be exercised
only when,  and only to the extent that,  the holder is entitled to exercise all
or a portion of the underlying  award. The terms of SARs or other rights granted
shall,  within  the  provisions  of the  Plan,  be  established  by the Board or
Committee  at the time of grant,  and any  rights  created  thereby  can only be
transferred in connection with the transfer of the underlying award. SARs may be
exercised  only at a time when the fair market value of the Stock subject to the
award exceeds the exercise price of the award.

     14. Dilution or Other Adjustment. In the event that the number of shares of
Stock that from time to time have been issued and  outstanding  are increased or
decreased pursuant to a stock split or a stock dividend,  or by a combination or
consolidation of shares, then the number of shares of Stock then covered by each
outstanding   Option   granted   hereunder   shall  be  increased  or  decreased
proportionately  with no increase or decrease in the total purchase price of the
shares then so covered,  and the number of shares  reserved  for the purposes of
the Plan shall be increased or  decreased by the same  proportion.  In the event
that the Company  transfers  assets to another  corporation  and distributes the
stock of that other  corporation  without the surrender of Company Stock, and if
such distribution is not taxable as a dividend and no gain or loss is recognized
by reason of Section 355 of the Internal Revenue Code or a similar section, then
the total  purchase price of the Stock then covered by each  outstanding  Option
shall be reduced by an amount that bears the same ratio to total  purchase price
then in effect as the market  value of the stock  distributed  in respect of the
Company's Stock and the stock distributed in respect thereof.

                                        -5-                       Page 12 of 31





     In the event  that the  Company  distributes  a  subsidiary's  stock to its
shareholders,  makes  a  distribution  of a  major  portion  of its  assets,  or
otherwise  distributes  a  significant  portion  of the value of its  issued and
outstanding Stock to its shareholders, the number of shares then subject to each
outstanding award under the Plan may be adjusted in the discretion of the Board.
All such adjustments shall be made by the Board,  whose  determination  upon the
same  shall  be final  and  binding  on all  participants  under  the  Plan.  No
fractional  shares shall be issued and any fractional  shares resulting from the
computations  pursuant to this Section shall be eliminated  from the  respective
award.  No  adjustment  shall be made  for cash  dividends  or the  issuance  to
stockholders of subscription rights to additional Stock or other securities.

     15. Awards to Foreign  Nationals.  The Board or Committee  may, in order to
fulfill the purposes of the Plan and without amending the Plan, grant to foreign
nationals  or  individuals  residing in foreign  countries  awards that  contain
provisions,  restrictions and limitations  different than those set forth in the
Plan  and  awards  made  to  United  States  residents  in  order  to  recognize
international  differences  in law,  tax policy and  custom.  In  granting  such
awards, the Board or Committee shall make every effort to provide as many of the
same benefits,  restrictions,  limitations and other provisions as granted in an
award to a United States resident under the terms of the Plan.

     16. Assignment. No award granted under the Plan shall be transferable other
than to a family  member,  a trust  for the  benefit  of the  holder or a family
member, a charity,  or by will or the laws of descent and  distribution.  If any
award is  transferred  in accordance  with the  provisions  of this section,  it
cannot thereafter be transferred by the new holder, except to reconvey it to the
original holder. Except as permitted by the foregoing,  each award granted under
the  Plan  and  the  rights  and  privileges  thereby  conferred  shall  not  be
transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise),  and shall not be subject  to  execution,  attachment  or
similar  process.  On any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise  dispose  of the award or any right or  privilege  conferred  thereby,
contrary to the provisions  hereof,  or on the levy or any attachment or similar
process on such rights and privileges,  the award and such rights and privileges
shall immediately become null and void.

     17. Effect of Termination  of Employment or Service.  In the event that any
holder is terminated or resigns from employment with the Company or a subsidiary
within  six  months of the grant of an award,  any  unexercised  portion of such
award  shall  immediately  become  null and void and such  holder  shall have no
further rights thereunder.  In the event that any officer,  director or employee
of the Company or a subsidiary is  terminated at any time, in the  determination
of the Board, for materially breaching the terms of office or employment,  gross
negligence in the  performance  of duties,  substantial  failure to meet written
standards established by the Company for the performance of the duties of office
or  employment,  criminal  misconduct,  or  willful or gross  misconduct  in the
performance of the duties of the office or employment,  the Board may cancel any
and all rights such individual may have in the unexercised  portion of any award
held at the  time of  termination.  In all  other  circumstances,  the  award of
options or other stock rights shall vest  immediately upon the grant date, or at
the election of the Board or  Committee,  or at the  election of the  recipient,
subject to Board or Committee  approval.  The Board or Committee  may  establish
other restrictions or modifications  regarding the exercise of awards subsequent
to the termination or resignation of an individual, that it deems appropriate at
the time of granting the award.


                                        -6-                       Page 13 of 31






     18. Listing and Registration of Shares.  Each award shall be subject to the
requirement  that,  if at any  time  the  Board  shall  determine,  in its  sole
discretion,  that it is necessary or desirable to list,  register or qualify the
shares covered thereby on any securities  exchange or under any other federal or
state law,  or obtain the  consent or  approval  of any  governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
award or the  issuance or purchase of shares  thereunder,  such award may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent or approval  shall have been effected or obtained free of any conditions
not acceptable to the Board.

     19.  Expiration  and  Termination of the Plan. The Plan may be abandoned or
terminated  at any  time  by the  Board  except  with  respect  to  awards  then
outstanding  under the Plan. No Incentive  Options may be granted under the Plan
after May 15, 2011.

     20. Form of Awards. Awards granted under the Plan shall be represented by a
written  agreement  which  shall be  executed  by the Company and the holder and
which shall contain such terms and  conditions as may be determined by the Board
or  Committee  and  permitted  under the terms of the  Plan.  Option  agreements
evidencing  Incentive  Options  shall contain such terms and  conditions,  among
others,  as may be necessary in the opinion of the Board or Committee to qualify
them as Incentive Options.

     21. No Right of Employment. Nothing contained in the Plan or any award made
pursuant to the Plan shall be construed as conferring on a director,  officer or
employee  any right to continue or remain as a  director,  officer or  employee,
respectively, of the Company or its subsidiaries.

     22.  Amendment of the Plan.  The Board may at any time modify and amend the
Plan in any respect; provided, however, that no modification or amendment shall,
without the  approval of the  shareholders,  cause the Plan to cease  compliance
with the  applicable  provisions  of the  Internal  Revenue Code with respect to
Incentive Options, or the applicable provisions of the Exchange Act with respect
to awards  granted to officers and  directors  under  Commission  Rule 16b-3 and
regulations promulgated  thereunder,  or any amendment or successor provision of
similar tenor.

     Notwithstanding  any provision to the contrary  contained herein,  the Plan
shall be deemed to be  automatically  amended as necessary,  with respect to the
issuance of Incentive  Options,  to maintain  compliance  with the provisions of
Section  422A  of  the  Internal   Revenue  Code  and  regulations   promulgated
thereunder, or any amendment or successor provision of similar tenor.

     The Plan is not  qualified  under  Section  401(a) of the Internal  Revenue
Code.


                                        -7-                       Page 14 of 31

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






   REOFFER PROSPECTUS



                         THE GOLD CHAIN MINING COMPANY

          1,500,000 Shares of Common Stock, par value $.01 per share
       issued under The 1995 Employee Stock Award and Stock Option Plan
                             (As of May 31, 2001)

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
            BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
            REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
            IS A CRIMINAL OFFENSE.

     This ReOffer  Prospectus  relates to 1,000,000 Shares of common stock, $.01
par value,  of The Gold Chain Mining  Company  ('Gold Chain' or the  'Company'),
issued in relation to the Company's  1995 Employee  Stock Award and Stock Option
Plan, which may be offered by certain  shareholders of the Company (the 'Selling
Shareholders')  for their own respective  accounts (the  'Shares').  The Company
will not receive any part of the proceeds  from the sales  thereof (See 'Selling
Shareholders'  section,  below). The Selling  Shareholders are affiliates of the
Company.

     The Company has not been advised by the Selling Shareholders that there are
any underwriting arrangements with respect to the sale of the Shares. The Shares
will be sold from time to time in the over-the-counter market at then prevailing
prices,  or at prices  related  to then  current  market  prices,  or in private
transactions at negotiated prices, and brokerage fees may be paid by the Selling
Shareholders in connection therewith.

     The Selling  Shareholders  will pay all applicable  stock  transfer  taxes,
transfer fees and related fees and  expenses.  The Company will bear the cost of
preparing and filing the registration  statement and prospectuses and all filing
fees and legal and accounting  expenses in connection  with  registration  under
federal and state securities laws.

     The Company's  common stock  currently is traded on the OTC Bulletin  Board
stock exchange, under the ticker symbol: "GOCH:OB."

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS
         SHOULD CAREFULLY REVIEW THE 'RISK FACTORS' INDICATED BELOW.

          The Date of this Reoffer Prospectus is May 31, 2001.


     NO  DEALER,  SALESMAN  OR  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS
REOFFER  PROSPECTUS,  IN CONNECTION WITH THE OFFERING  CONTAINED HEREIN,  AND IF
GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED UPON AS
HAVING  BEEN  AUTHORIZED  BY THE  COMPANY.  THIS  REOFFER  PROSPECTUS  DOES  NOT
CONSTITUTE  AN OFFER  TO  SELL,  OR THE  SOLICITATION  OF AN  OFFER TO BUY,  THE
SECURITIES  COVERED BY THIS REOFFER PROSPECTUS TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.  NEITHER DELIVERY
OF THIS  REOFFER  PROSPECTUS  NOR ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY
CIRCUMSTANCES,  CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.

                                                                  Page 15 of 31







                        TABLE OF CONTENTS




AVAILABLE INFORMATION. .  . . . . . . . . . . . . 3


INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . .  . . . . . . . . . . . 3


THE COMPANY. . . . . . . . . . . . . . .  . . . . 4


RISK FACTORS. . . . . . . . . . . . . . . . . . . 8


USE OF PROCEEDS. . . . . . . . . . . . . . . . . 13


SELLING SHAREHOLDERS. . . . . . . . . . . . .  . 13


PLAN OF DISTRIBUTION. . . . . . . . . . . . . . .15


DESCRIPTION OF SECURITIES. . . . . . . . . . . . 16


LEGAL MATTERS. . . . . . . . . . . . . . . . . . 17


EXPERTS. . . . . . . . . . . . . . . . . . . . ..17



     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE  OFFERING  DESCRIBED  HEREIN  AND,  IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFERING IN ANY  JURISDICTION  TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE  UNLAWFUL  OR AN  OFFERING OF ANY  SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.



                                        -2-                       Page 16 of 31






                            AVAILABLE INFORMATION

     Gold Chain is subject to the  informational  requirements of the Securities
Exchange Act of 1934 (the 'Exchange  Act') and, in accordance  therewith,  files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the 'Commission').  Such reports, statements
and other  information  may be inspected  at and copies of such  material may be
obtained (at prescribed rates) from the public reference  facilities  maintained
by the Commission at 450 Fifth Street,  N.W.,  Washington,  DC 20549 (telephone:
1-800-SEC-0330),  and at  certain  of its  regional  offices:  at 5757  Wilshire
Boulevard,  Suite 500 East,  Los  Angeles,  CA  90036-3648;  219 South  Dearborn
Street, Chicago, IL 60604; and 75 Park Place, 14th Floor, New York, NY 10007; or
may be electronically  retrieved through the 'Edgar' system  administered by the
Commission, and accessible at http://edgar.sec.gov.

     This Reoffer  Prospectus,  which constitutes an exhibit to the registration
statement filed by the Company with the Commission  under the Securities Act, as
amended  (the  'Registration  Statement'),  omits  certain  of  the  information
contained  in the  Registration  Statement.  Reference  is  hereby  made  to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect  to  the  Company  and  the  Shares  offered  hereby.
Statements  contained herein concerning  document provisions are not necessarily
complete and, in each  instance,  reference is made to the copy of such document
filed as an exhibit to the Registration  Statement,  or otherwise filed with the
Commission. Such statements are qualified in their entirety by such reference.


                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference:

     (a) The  Registrant's  latest annual  report on Form 10-K,  filed April 16,
2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") containing audited financial  statements for the
Registrant's latest fiscal year ended December 31, 2000.

     (b) The Registrant's Quarterly Report on Form 10-Q, filed May 15, 2001, for
the quarter ended March 31, 2001.

     (c) The  description  of the class of securities to be offered as contained
in the Section 12 registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     (d) All  other  reports  subsequently  filed  by the  Company  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment that indicate that all securities  offered have been
sold or that deregister all securities then remaining unsold, shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of all such reports.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated by reference  herein shall be deemed to be modified or replaced for
purposes of this  Reoffer  Prospectus  to the extent that a statement  contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein modifies or replaces such statement.  Any such
statement so modified or replaced shall not be deemed,  except as so modified or
replaced, to constitute a part of this Reoffer Prospectus.

                                        -3-                       Page 17 of 31




     The Company undertakes to provide without charge to each person,  including
any beneficial owner, to whom this Reoffer Prospectus is delivered, upon written
or oral request by such person,  a copy of any document  referred to above which
has been or may be incorporated  herein by reference in this Reoffer Prospectus,
other  than  exhibits  to  such  documents  not  specifically   incorporated  by
reference.  Such  written or oral  request  should be directed to the  Corporate
Secretary of the Company and may be transmitted  by any of the following  means:
MAIL/COURIER - 44 West Broadway Street,  Suite 704-S,  Salt Lake City, UT 84101;
FAX - 801/355-6044; or E-MAIL - xyzmining@mailcity.com. For further information,
please refer to the Registration Statement.

     Each person  holding an option under the Plan will be provided  with copies
of all reports, proxy statements and other communications  generally distributed
to Gold Chain shareholders.

                                   THE COMPANY

BACKGROUND.

     THE  GOLD  CHAIN   MINING   COMPANY   ("Gold   Chain,"  the   "Company"  or
"Registrant"),  organized on August 19, 1907, is a U.S. mineral resource company
registered, from inception, as a Utah corporation.

     Located within the historic Tintic Mining  District  (organized on December
13, 1869) in Juab County, Gold Chain was part of a once-thriving mining district
with worldwide  acclaim.  The Tintic Mining  District was listed in the National
Register of Historic Places in 1979.

     Gold Chain, a subsidiary of Mammoth Mining  Company  ("Mammoth"),  a Nevada
corporation, is authorized to conduct business in Utah.

     Mammoth  currently  owns,  at the  time of this  filing,  approximately  37
percent (37%) of the total amount of issued and outstanding shares of Gold Chain
common stock ("Gold Chain Common Shares"). Neither Gold Chain nor Mammoth is, or
has been, involved in any bankruptcy,  receivership or similar proceeding;  and,
other  than in the  ordinary  course of  business,  there  has been no  material
reclassification,  consolidation,  merger,  or purchase or sale of a significant
amount of assets, of either company.

EXECUTIVE OFFICES.

     Gold  Chain's  Executive  Offices,  together  with its  Corporate  Research
Facility and Geological Library, are located in Mammoth Town, Utah.

SUBSIDIARIES AND RELATED COMPANIES.

     Gold Chain does NOT have any subsidiaries.

TRADING AND REPORTING HISTORY.

     Gold Chain's  common stock was listed on the  Intermountain  Stock Exchange
from 1908 and filed annual  reports with that exchange  until it closed in 1985.
Following  passage of the  Securities  Act of 1933, as amended (the "1933 Act"),
and the  Securities  Exchange  Act of 1934,  as amended  (the "1934  Act"),  the
Company also reported to the SEC. Gold Chain ceased filing periodic reports with
the SEC in  1985,  but  has  continued  filing  annual  reports  with  the  Utah
Department of Commerce, Corporation Division.

     Gold Chain is  currently  listed on the OTCBB and  trades  under the symbol
GOCH.OB.

JOINT VENTURES.

     The  Company has  neither  entered  into,  nor  participates  in, any joint
venture arrangements.

RECENT CHANGES IN OWNERSHIP.

     In February,  1994, the Jefferson-Pacific  Corp., a closely-held Washington
corporation ("Jefferson-Pacific"),  purchased a little over Eighty percent (80%)
of Mammoth's then issued and outstanding  shares of common stock from the Samuel
McIntyre  Investment  Company and several  persons with large  shareholdings  in
Mammoth.  Jefferson-Pacific also purchased approximately Two percent (2%) of the
then-issued  and  outstanding  Gold  Chain  Common  Shares.  At the time of that
purchase  Mammoth owned  approximately  Sixty One percent(61%) of the Gold Chain
Common  Shares.  Thus, by purchasing  Eighty  percent (80%) of Mammoth's  common
stock,  Jefferson-Pacific  also  gained  majority  control of Gold Chain  Common
Shares.



                                        -4-                       Page 18 of 31


     In September, 1994, the Jefferson-Pacific  shareholders completed a plan of
reorganization  and share  exchange with  Centurion  Mines  Corporation,  a Utah
corporation  ("Centurion"),  that  was  reorganized  in  February  1998 as Grand
Central Silver Mines, Inc. ("Grand Central", Nasdaq SmallCap: "GSLM"). The share
exchange  resulted in  Centurion/Grand  Central  owning the Eighty percent (80%)
control block of Mammoth common shares and majority control of Gold Chain Common
Shares, including ownership of the Two percent (2%) of Gold Chain Common Shares.

     Mammoth and Gold Chain became subsidiaries of Centurion/Grand  Central, and
their  financial data was fully  consolidated  into the financial  statements of
Centurion/Grand Central.

     In April,  1998,  Grand Central  filed a lawsuit  against Mr. Spenst Hansen
("Hansen"),  Keystone Surveys,  Inc., a closely-held Utah corporation controlled
by  Hansen   ("Keystone"),   and  three  other  closely-held  Utah  corporations
controlled by Hansen (Hansen,  Keystone and the three  corporations are referred
to,  collectively,  as the  "Hansen  Parties").  Hansen had been a director  and
executive  officer of Centurion  from its  incorporation  in June 1984 until his
retirement in February  1998,  and has been a Director of Gold Chain and Mammoth
since April 1995, and their President and Board Chairman since June 1997.  Grand
Central's  causes of action  alleged  breach of  contract,  breach of  fiduciary
duties and securities violations, which the Hansen Parties denied.

     In July 1998, Grand Central settled the lawsuit,  which occurred before the
Hansen Parties had filed their answer and counterclaim. The Hansen Parties would
have alleged serious fiduciary and contractual  breaches and numerous violations
of federal and state  corporate  and  securities  laws against Grand Central and
certain members of its newly reorganized management.

     The settlement resulted in the dismissal,  with prejudice,  of all of Grand
Central's causes of action against the Hansen Parties,  without any admission or
finding of  wrongdoing  by any of the parties.  In settling  the lawsuit,  Grand
Central,  as  successor to  Centurion,  subsequently  transferred  to Hansen its
Eighty  percent (80%) control block of Mammoth common shares and all of the Gold
Chain Common Shares it then owned or had acquired,  and also  transferred all of
the patented  mining claims it owned in the Tintic Mining district (Juab County,
Utah) to Keystone.

     In exchange,  the Hansen Parties gave cash and transferred  shares of Grand
Central common stock owned by the Hansen  Parties to Grand Central.  As a result
of this settlement,  Hansen gained control of Mammoth's  ownership of a majority
control block of the Gold Chain Common Shares.

RECENT PROPERTY PURCHASE.

     On June 21, 1999, the Company's Board of Directors authorized the purchase,
from  Keystone,  of nine (9)  additional  patented  mining claims located in the
Tintic Mining district. In exchange for the nine (9) patented mining claims, the
Board  approved the issuance of 600,000  shares of the Company's  Common Shares.
This  transaction,  not  negotiated  with care to avoid  being  over-reached  or
imposed upon  (arms-length),reduced  Mammoth's  ownership of Gold Chain stock to
Thirty  Seven  percent  (37%) and gave  Keystone  control of almost  Thirty Four
percent (34%) of Gold Chain's Common Shares.

     Mammoth and Keystone,  which are both  controlled  by Hansen,  together own
almost Seventy One percent (71%) of the Gold Chain Common Shares.

     Hansen  continues  to serve as Gold Chain's  President  and Chairman of its
Board of Directors.


                                        -5-                       Page 19 of 31





PATENTS, TRADEMARKS, LICENSES, FRANCHISES.

     Gold Chain does NOT own any patents, trademarks,  licenses,  franchises, or
concessions,  except for patented  mining claims  granted by the  government and
private land owners.

LONG-TERM GOAL AND OBJECTIVES.

     Gold  Chain's   long-term   business  goal  is  focused  on  advancing  the
exploration,  development and mining potential of the mining properties it owns.
The Company's  intermediate  objectives  for funding and advancing this goal are
two-fold:  First,  it  seeks  to  re-establish  itself  as  an  active  business
operation.

     Second,  it will seek to  obtain  capital  funds,  preferably  from  equity
investment sources, but also by participation in joint business arrangements.

     At  present,  the  Company is focused on  accomplishing  the first of these
intermediate objectives.  When that objective nears completion,  Management will
then be able to more specifically  determine the necessary  short-term plans and
strategies  best  suited  to  accomplishing   the  second  of  its  intermediate
objectives.  In this method,  the Company  expects,  ultimately,  to achieve its
long-term goal of creating an on-going source of positive cash-flow from mineral
development, exploration and mining.

BUSINESS PLAN.

     Management continues to develop its business plan, if justified,  to resume
mineral  exploration and  development of the Company's  mineral  properties.  To
finance  these  activities,  the  Company  may seek to  receive  income  through
property  sales,  or  through  a  joint  venture,  or  other  form  of  business
arrangement with a larger and better capitalized mining company.

     As the Company is organized for the purpose of "...  transacting any lawful
act or activity for which  corporations  may be organized under the Utah Revised
Business  Corporation  Act  (Restated  Articles of  Incorporation,  ARTICLE II -
PURPOSE)",  the Company may or may not entertain potential merger candidates who
are NOT engaged in the business of mineral exploration and / or mining.

     While the Company should be considered a viable  Development Stage Company,
in the event the Company  does  successfully  acquire or merge with an operating
business opportunity,  it is likely that the Company's present shareholders will
experience substantial dilution and there is the further possibility of a change
in control of the Company.

     Any target  acquisition  or merger  candidate  of the  Company  will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least the two most  recent  fiscal  years or,  in the  event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

     If  warranted  by future  events,  Gold  Chain may or may not  explore  and
develop  its  properties  on its own  account.  However,  the  Company  does not
contemplate  expanding  its  mining  operations  outside  the  United  States of
America.

CURRENT DEVELOPMENTS.

     Gold Chain is a viable  development  stage  company.  While it is an active
Utah  corporation  in good standing  with the State of Utah,  the Company is NOT
currently  entertaining  a potential  merger or  acquisition  transaction  under
discussion  with any  other  entity.  Nonetheless,  the Board of  Directors  has
determined that the best interests of the Company and its  shareholders  will be
served by filing this registration  statement with the SEC on a voluntary basis,
and subsequently filing periodic reports and other forms with the SEC.

                                        -6-                       Page 20 of 31





     As a result of filing this and other registration  statements,  the Company
obligates  itself to continue to file with the  Commission  certain  interim and
periodic  reports,  including  an annual  report  containing  audited  financial
statements.

     The Company intends to continue to voluntarily  file these periodic reports
under the Exchange Act even if its  obligation to file such reports is suspended
under applicable provisions of the Exchange Act.

SEASONABILITY.

     Gold  Chain's  business is generally  not seasonal in nature  except to the
extent that weather conditions at certain times of the year may affect access to
some of its properties at higher elevations.

NUMBER OF EMPLOYEES.

     At present, Gold Chain does NOT have any paid employees.  Should it succeed
in obtaining  working capital,  the Company intends to contract for the services
of 1 or 2 part-time employees,  and may also enter into contractual arrangements
with 1 or more  consultants.  Gold Chain may or may not contract with additional
employees or consultants from time to time,  depending upon the circumstances of
its  operations.   Any  consultants  retained  by  the  Company  are  considered
independent contractors.

SECURITIES ISSUANCES.

     The  Company's  Articles of  Incorporation  authorize it to issue up to ten
million (10,000,000) shares.

     During fiscal 2000, the Company issued a total of 1,055,524 shares.

GOVERNMENT REGULATION OF ENVIRONMENTAL CONCERNS.

     Gold Chain remains  committed to complying with various federal,  state and
local  provisions  that regulate the discharge of materials into the environment
and  govern  the  conduct  of  mining  activities  for  the  protection  of  the
environment.  To its knowledge,  the Company was in full  compliance  with these
environmental  regulations  during  fiscal 2000 and intends to continue to fully
comply in fiscal 2001.

     Gold Chain is neither listed on any know environmental  cleanup roster, nor
is Gold Chain listed as a "superfund" site.

     To fulfill its environmental compliance obligations, Gold Chain must attend
to the complex requirements of laws encompassing  jurisdictional  authority over
matters  affecting  land,  mineral  rights and/or the surface under which mining
activities are proposed.  Such  compliance  may  materially  affect Gold Chain's
capital expenditures, earnings and competitive position in the following general
areas:

     1) surface impact, 2) water acquisition, 3) site access, 4) reclamation, 5)
wildlife  preservation,  and 6)  permit  and  license  qualification.  To  date,
compliance  has not had a material  financial  effect on Gold Chain  because its
activities have not had a material and significant impact on the environment.

     As the  Company  becomes  more  active on its  properties,  however,  it is
reasonable  to expect  that  compliance  with  environmental  regulations  could
substantially  increase in cost. Such future compliance could include performing
feasibility studies on the surface impact of the Company's proposed  operations;
minimizing   surface  impact,   water  treatment  and  protection;   reclamation
activities  including  rehabilitation  of various sites; and on-going efforts at
alleviating the mining impact on wildlife.  Moreover,  governmental agencies may
require  permits or bonds from year to year to ensure the  Company's  compliance
with applicable regulations.

     During  fiscal 2000,  Gold Chain did not engage in any activity  that would
have required,  and no governmental agency required, it to obtain any permits or
bonds,  or  otherwise  cause the  Company to expend any funds to comply with any
material  environmental  regulation.  Moreover,  the Company does not anticipate
that any  reclamation  bonding will be required  during  fiscal 2001,  or in the
reasonably foreseeable future.

                                        -7-                       Page 21 of 31






     Gold  Chain does NOT  anticipate  any  material  capital  expenditures  for
environmental  control  facilities  during  fiscal  2001.  The  cost  of  future
compliance affecting the Company's mineral properties may depend upon the extent
and type of exploration and testing required.

     There can be no assurance,  however, that Gold Chain will be able to comply
with all requirements imposed on any such future development, or that it will be
able to economically  operate or pursue  exploration and development  activities
under future regulatory provisions.

RISK FACTORS

     Investment  in  Gold  Chain's   securities   should  be  considered  highly
speculative.  The Company has no recent operating  history and is subject to all
of the risks inherent in developing a business enterprise.

     The Company needs additional  capital and has NO revenues.  There exist, or
may exist,  non-arms length  transactions with related parties that at times may
or may not involve  conflicts of interest.  Furthermore,  it should be carefully
noted that Gold Chain does NOT  anticipate  paying any  dividends  on its common
stock.  In brief,  the Company's  securities  involve a high degree of risk. The
reader is cautioned, therefore, to carefully read this registration statement in
its  entirety and to seriously  consider all of the factors and  financial  data
that are disclosed  here,  in  particular,  the specific risk factors  described
below.

RISK FACTORS RELATED TO COMPANY

     1. RECENT STATUS AS A NON-REPORTING,  NON-TRADED PUBLIC COMPANY. Gold Chain
obligated  itself  as a fully  reporting  company  with its  submission  of FORM
10SB12G on Aug 9, 1999, Commission File Number: 1-1767.

     The uncertain  likelihood that its business and a market for its securities
will be successful  must be  considered in light of the potential  difficulties,
complications,  problems,  expenses and / or delays  frequently  encountered  in
connection with a new business in general.  These same factors may be compounded
by even  greater  risks,  particularly  those  characteristic  of a  speculative
industry like mining exploration and development,  and may be adversely affected
by the  competition  in the industry and the strict  regulatory  environment  in
which Gold Chain will operate.

     2.   EXPLORATION   (DEVELOPMENT   STAGE)   COMPANY.   Mineral   exploration
(particularly  gold and silver),  is highly speculative in nature, is frequently
nonproductive, and involves many risks, often greater than those involved in the
actual mining of mineralization.

     Such  risks may be  considerable  and may add  unexpected  expenditures  or
delays in the  Company's  plans.  There can be no  assurance  that Gold  Chain's
mineral  exploration  activities  will  be  successful  or  profitable.  Even if
mineralization  is  discovered,  it may take a number of years from the  initial
phase of drilling until  production is possible,  during which time the economic
feasibility  of production  may change.  Furthermore,  there can be no assurance
that a determination of economic  feasibility will apply over time because it is
based  partly on  assumptions  and factors that are subject to  fluctuation  and
uncertainty,  such as, for example,  metal  prices,  production  costs,  and the
actual quantity and grade of ore recoverable.


                                        -8-                       Page 22 of 31





     3. AUDITOR'S GOING CONCERN OPINION. Gold Chain's management has reactivated
the Company and is voluntarily registering its common stock with the SEC to make
Gold Chain more  attractive  to potential  investors.  Management  believes that
being a reporting company under the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  could  provide  a  prospective  merger  or  acquisition
candidate  with  additional  information  concerning  the Company.  In addition,
Management  believes  that this might make the  company  more  attractive  to an
operating business opportunity as a potential business combination candidate.

     However,  the Company  cannot  provide any  assurances  that it will obtain
future capital, or if so, that the amount raised will be sufficient to establish
the Company as a going concern.

     4.  ACCUMULATED  NET LOSS;  NOMINAL  WORKING  CAPITAL.  Gold  Chain has NOT
commenced  significant  business  operations as of the date of this filing.  The
Company remains in the development stage. Accumulated deficits and the potential
for future  deficits in working capital are losses that are expected to continue
in to the  foreseeable  future  because the Company's  operations are subject to
numerous  risks that are  associated  with a  development  stage  company in the
mining industry.

     5. LACK OF REVENUE.  Gold Chain needs additional  capital but currently has
no revenues.  Substantial  expenditures  are required to establish  ore reserves
through  drilling,   to  determine   metallurgical   processes  to  extract  the
mineralization  from the ore and, in the case of new  properties,  to  construct
mining and processing facilities.

     The Company lacks a constant and continual flow of revenue. Currently, Gold
Chain does NOT have royalty  interests in any mining  production or  properties.
There is no assurance  that the Company will obtain any such royalty  interests,
or that if so, it will receive any royalty  payments,  or that it will otherwise
receive  adequate  funding to be able to finance its exploration and development
activities.

     Further,  Gold Chain intends to seek revenue  sources on an on-going basis,
but  there  can be no  assurance  that such  sources  can be  found,  or that if
available,  the terms of such financing will be  commercially  acceptable.  This
lack of consistent revenue  detrimentally affects the Company's progress because
it needs  additional  capital to fund business  development  and exploration and
development  operations,  and  to  acquire  additional  mineral  properties,  if
warranted.

     6. REGULATORY CONCERNS.  Environmental and other government  regulations at
the federal,  state and local level  pertaining  to the  Company's  business and
properties may include:  (a) surface  impact;  (b) water  acquisition;  (c) site
access; (d) reclamation;  (e) wildlife  preservation;  (f) licenses and permits;
and, (e)  maintaining  the fees for unpatented  mining claims.  See  "Government
Regulation of Environmental Concerns," above.

     7.  RETENTION AND ATTRACTION OF KEY  PERSONNEL.  Gold Chain's  success will
depend,  in large part,  on its ability to retain and attract  highly  qualified
personnel,  and to  provide  them with  competitive  compensation  arrangements,
equity participation and other benefits.  There is no assurance that the Company
will be successful in retaining or attracting  highly  qualified  individuals in
key management positions.

     8. RELIANCE UPON DIRECTORS AND OFFICERS.  At present,  Gold Chain is wholly
dependent upon the personal efforts and abilities of its officers and directors,
who exercise control over its day-to-day  affairs.  There can be no assurance as
to the volume of business,  if any,  that the Company may succeed in  obtaining,
nor that its proposed operations will prove to be profitable.




     9. OFFICERS AND DIRECTORS INDEMNIFICATION FOR SECURITIES LIABILITIES.  Gold
Chain's Articles of  Incorporation  and Bylaws provide that it may indemnify any
Director,   Officer,  agent  and/or  employee  against  certain  liabilities  as
specified in the Revised Utah Business  Corporation  Act.  Also, the Company may
purchase and maintain  insurance on behalf of any such person  whether or not it
would have the power to  indemnify  that person  against the  liability  insured
against. The foregoing  indemnification could result in substantial expenditures
by the Company and prevent any monetary recovery from such Officers,  Directors,
agents and  employees  for losses  incurred  by the Company as a result of their
actions.  It is the  Company's  understanding  that,  in the opinion of the SEC,
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable with respect to any claim, issue,  question, or matter
of liability touched upon by the federal securities laws and regulations.

                                        -9-                       Page 23 of 31

     10. NO  DIVIDENDS.  Holders of the  Company's  common stock are entitled to
receive  dividends  when,  as and if declared by the Board of  Directors  out of
funds legally  available for that purpose.  To date, Gold Chain has NOT paid any
cash  dividends.  The Board  does NOT  intend to declare  any  dividends  in the
foreseeable future, but instead intends to retain all earnings,  if any, for use
in the Company's business  operations.  Even if the Board desired to declare any
dividends,  the  Company's  ability  to do so would  very  likely be  restricted
because the Company is seeking  outside  financing and most financing  covenants
prohibit such declarations.

     11. PREEMPTIVE  RIGHTS,  CUMULATIVE VOTING AND CONTROL.  In accordance with
the Company's  Articles of Incorporation  and Bylaws and the laws of Utah, there
are no preemptive rights in connection with Gold Chain's Common Stock. There can
be no assurance  that Gold Chain  shareholders  might not be further  diluted in
their percentage ownership of the Company's stock in the event additional shares
were to be issued by Gold Chain in the future.  Moreover,  cumulative  voting in
electing Directors is NOT provided for. Accordingly, the holder(s) of a majority
of the Company's outstanding shares, present in person or by proxy, will be able
to  elect  all of its  Directors.  See  the  section  entitled  "Description  of
Securities," at page 24.

     12. VOTING CONTROL OWNED BY ENTITIES THAT ARE CONTROLLED BY ONE PERSON.  As
of the date of this filing, Mammoth Mining Company owns approximately 37 percent
(37%) of the Company's  outstanding  common stock, and Keystone  Surveys,  Inc.,
owns approximately 34 percent (34%).

     Mr. Spenst Hansen, an executive  officer and director of the Company,  owns
the closely-held  Keystone, and holds greater than 80 percent (80%) of Mammoth's
outstanding common stock. This control gives Mr. Hansen the ability to elect all
of Gold Chain's directors, who in turn elect all executive officers, potentially
without regard to the votes of all other stockholders.

     13.  MARKET FOR COMMON STOCK;  MARKET FOR SHARES.  The Company is currently
listed on the OTC Bulletin Board,  administered  by the National  Association of
Securities Dealers, Inc. ("NASD")under the trading symbol: GOCH.OB

     The market and price for shares of the Company's  common stock is likely to
be extremely  volatile.  Numerous other factors beyond the Company's control may
have significant  impact,  from time to time, on its common stock,  with adverse
consequences.  For example, stock markets generally experience extreme price and
volume fluctuations that can, and do, greatly affect the stock trading of "small
capital" companies such as Gold Chain. These fluctuations often are unrelated to
the operating  performance of those  companies.  Further,  in  conjunction  with
changes  in other  economic  and  political  conditions,  all such  factors  and
uncertainties  may  adversely  affect the market for and price of the  Company's
common stock.

     14. RISKS OF PENNY STOCK.  The Company's common stock is considered to be a
"penny  stock"  because  it  meets  one or more of the  definitions  in SEC Rule
3a51-1:  (i) it has a price less than five  dollars  per  share;  (ii) it is NOT
traded on a recognized" national exchange;  (iii) it is NOT quoted on the NASD's
automated  quotation system (NASDAQ),  or even if so, has a price less than five
dollars per share;  OR (iv) is issued by a company with net tangible assets less
than  $2,000,000,  if  in  business  more  than  three  years  continuously,  or
$5,000,000,  if in business less than  continuous  three years,  or with average
revenues of less than $6,000,000 for the past three years.

     At such time as the Company meets the relevant requirements, it may attempt
to qualify for listing on either NASDAQ or a national securities  exchange,  but
there can be no assurance of this.

                                       -10-                      Page 24 of 31





     15.  BROKER-DEALER  REQUIREMENTS  MAY AFFECT TRADING.  Section 15(g) of the
Securities  Exchange Act of 1934, as amended,  and Rule 15g-2 of the  Securities
and  Exchange  Commission  require  broker-dealers  dealing  in penny  stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.

     Potential  investors in the Company's  common stock are urged to obtain and
read such disclosure  carefully before  purchasing any shares that are deemed to
be "penny stock." Moreover, Rule 15g-9 of the Securities and Exchange Commission
requires  broker-dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

     16. PUBLIC,  NON-AFFILIATE  SHAREHOLDERS WILL SUFFER THE GREATEST LOSSES IF
THE COMPANY IS UNSUCCESSFUL.  If Gold Chain's future  operations are successful,
the present  shareholders  who are not  affiliates  of the Company could realize
benefits from Gold Chain's growth.

     However,  if the Company's future operations are unsuccessful,  persons who
purchase  its  securities  by  means  of  a  subsequent   registration  to  sell
securities, or other type of public or private offering, likely will sustain the
principal loss of their cash investment.

     17.  POTENTIAL FUTURE SALES PURSUANT TO RULE 144. At December 31,2000 there
were issued and  outstanding  approximately  2,130,308  shares of the  Company's
common stock, of which 1,860,524.00 are "restricted securities," as that term is
defined in Rule 144 promulgated under the 1933 Act.

     In general under Rule 144 a person (or persons whose shares are aggregated)
who has satisfied a one (1) year holding period, may sell within any three month
period,  an amount of shares  which does not exceed the  greater of One  percent
(1%) of the then  outstanding  shares of common  stock,  or the  average  weekly
trading volume during the four calendar weeks prior to such sale.  Rule 144 also
permits the sale of shares,  under certain  circumstances,  without any quantity
limitation,  by  persons  who are not  affiliates  of  Registrant  and who  have
beneficially owned the shares for a minimum period of two (2) years.  Hence, the
possible  sale of  those  restricted  shares  may,  in the  future,  dilute  the
percentage of free-trading shares held by a shareholder or subsequent  purchaser
of  these  securities,  and may have a  depressive  effect  on the  price of the
Registrant's  securities.  Further,  such  sales,  if  substantial,  might  also
adversely effect Registrant's ability to raise additional equity capital.

RISK FACTORS RELATED TO COMPANY'S PROPERTY

     18. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL CAPITAL
NEEDS. The ultimate realization of Gold Chain's investment in mineral properties
is dependent  upon,  among other factors,  the success of future property sales,
the existence of economically  recoverable reserves,  the ability of the Company
to obtain financing or make other  arrangements  for  development,  and upon the
profitability of prospective production.

                                       -11-                       Page 25 of 31




     There  presently  exists  uncertainty  and  no  assurances   regarding  the
Company's  expectation of acquiring  sufficient  funds to finance its operations
for fiscal 2000 and beyond.  Gold Chain does NOT have sufficient  capital of its
own to  implement  a  full-fledged  business  development  plan or  finance  its
intended  operations,  let alone to explore and develop its mineral  properties.
There can be no assurance  that the Company will be  successful in obtaining the
required funds to finance its long-term capital needs.

     19. ABSENCE OF RECENT MINING ACTIVITY. There has been no significant mining
activities on these  properties  recently,  except for limited  exploration  and
development  work. After  Centurion,  no other mining company or entity has made
any offer to  purchase,  lease,  or engage in any other  transaction,  such as a
joint  venture,  with  respect to Gold  Chain's  property.  Although the Company
incurs only nominal expense to preserve its ownership and maintain its property,
it receives from them no revenue or other income for that purpose.

     20.  UNCERTAINTY  OF  DEMAND  FOR  TINTIC-TYPE,  OXIDIZED  ORE.  Due to the
development  of modern  hydrometallurgical  processes,  the  absence of suitable
smelters,  and  the  availability  of  more  cost-effective  techniques,  it  is
uncertain  what the  future  level of  demand  will be for the type of  oxidized
mineralization  present on the Company's  properties.  Also, the amount it could
cost to reopen and finance a mining  operation  is likely to be  dependent  upon
several factors. These include:  acceptable price levels of the relevant metals;
milling and  smelting  availability;  fluctuations  in market  demand over time;
extent  of  competition  with  other   companies;   availability  of  acceptable
construction  costs;  availability  of acceptable  labor costs;  feasibility  of
obtaining economical housing facilities;  manageable equipment costs;  realistic
capital costs; and the acceptability of other price and cost variables.

     21.  RELIANCE UPON  ESTIMATES  AND  ASSUMPTIONS.  Exploration  stage mining
companies use the evaluation work of professional geologists, geophysicists, and
engineers  to make  estimates in  determining  whether to acquire an interest in
property,  or to commence  exploration  and  development  work.  These estimates
generally rely on scientific and economic assumptions, and in some instances may
not be correct.  The economic viability of a property cannot be determined until
extensive   exploration   and   development   work  has  been  conducted  and  a
comprehensive  feasibility study performed. That could result in the expenditure
of substantial  amounts of money on a property  before it even can be determined
whether or not the property contains economically recoverable mineralization. No
feasibility  studies have been performed on Gold Chain's properties because they
yet require  considerable  exploration and development  work.  Moreover,  market
prices of minerals  produced  are subject to  fluctuation,  which may  adversely
affect the economic  viability of  properties  on which  expenditures  have been
made.  The  Company is not able to  presently  determine  whether or not, or the
extent to which, such risks may adversely affect its strategy and business plan.

     22.  UNCERTAINTY  OF  TOPOGRAPHICAL  EFFECT ON  EXPLORATION.  The Company's
properties are located in mountainous  terrain.  Because the surface of the land
has a topographic  relief of over 800 feet, any ruggedness in the overlying area
could  affect  the  location  of  drilling  sites  and  shafts,  as  well as the
construction  of industrial  facilities.  It also could require that  additional
development or drilling on the property be accessed below ground. These outcomes
are uncertain at present,  and the Company cannot provide  assurances  that they
will not have a  materially  adverse  effect on the  ability of the Company or a
business partner to conduct mining activities.






     23. UNCERTAIN CONDITION OF MINE WORKINGS.  There are no surface mine shafts
or usable  headframes  on the  Company's  property.  Moreover,  the  underground
workings  have been  inactive  for many years due to the absence of  significant
exploration,  development and production  activities on Gold Chain's  properties
since the  1930's.  There are  tunnels  with  portals,  however,  that  could be
reconditioned  for later use to gain  underground  access  to the  workings  for
renewed development and exploration on the Company's property. Considerable cost
would be incurred  to  recondition  shafts,  drifts,  tunnels,  winces and other
workings,  as well as to re-equip hoisting bases and framework.  It is uncertain
whether  and  to  what  extent  the   workings   themselves,   as  well  as  any
rehabilitation  of them,  could expose the Company to  environmental  and safety
concerns. If so, remediating these concerns could require expending an uncertain
amount of funds to render the workings  safe,  acceptable,  and  environmentally
sound.

                                       -12-                       Page 26 of 31
                                    OTHER BUSINESS RISK FACTORS

     24.  COMPETITIVE  CONDITIONS IN THE INDUSTRY.  Mining companies  compete to
obtain favorable  mining  properties and to evaluate  exploration  prospects for
drilling,  exploration,  development,  and mining.  Gold Chain faces competition
from certain other similarly situated junior mining companies in connection with
the  acquisition of properties  capable of profitably  producing  gold,  silver,
copper and other mineralization. However, the Company is unable to ascertain the
exact  number of  competitor  companies,  or  whether  or when such  competitors
competitive  positions could improve.  Thus, Gold Chain may be unable to acquire
or develop  attractive  mining  properties on terms  acceptable  to  Management.
Accordingly, there can be no assurance that such competition, although customary
in the mining  industry,  will not result in delays,  increased  costs, or other
types of adverse consequences affecting Gold Chain, nor that Gold Chain programs
will yield commercially mineable reserves.

     USE OF PROCEEDS

     The  Shares  have  been or will be issued to the  Selling  Shareholders  as
awards  under the Plan.  Pursuant  to the  Registration  Statement,  the Selling
Shareholders  may offer their Shares for their own  respective  accounts and the
Company will not receive any part of the proceeds from the sale thereof.

     SELLING SHAREHOLDERS

     The Selling  Shareholders  are  officers  and  directors of the Company and
other shareholders, such as consultants and advisors who are eligible to receive
Shares pursuant to awards made under the Plan.  These include  shareholders  who
own  5%  or  more  of  the  outstanding   Shares  of  the  Company   ('Principal
Shareholders').  As of the date of this Reoffer Prospectus, awards of the Shares
and  options to acquire  Shares  have been made under the Plan to the  following
Principal Shareholders, officers and directors:

 PRINCIPAL SHAREHOLDERS     AUTHORIZED          ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
Spenst M. Hansen               300,000           115,000       (1)
Salt Lake City, Utah

Keystone Surveys, Inc.            265,000            70,000       (2)
Salt Lake City, Utah

OFFICERS AND DIRECTORS         AUTHORIZED          ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
Spenst M. Hansen               -see above-       -see above-
Blane Van Pletzen                 135,000            35,000       (3)
Carlos M. Chavez               185,000            85,000       (4)
Elizabeth Knowlton                 35,000            35,000       (5)
Randy Sutherland                   30,000            30,000       (6)
AUTHORIZED (RESERVED)              50,000              --         (7)

OTHERS                         AUTHORIZED               ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
AUTHORIZED (RESERVED)             500,000              --         (8)

                  TOTALS:       1,500,000           370,000
=========================     ============      ============

                                       -13-                       Page 27 of 31







     (1)  Represents an initial grant to MR. HANSEN of 15,000 shares for each of
the 3 quarters between January 1 and September 30, 1998, and an authorized award
to grant 15,000 shares for each of the 17 quarters  between  October 1, 1998 and
December  31,  2002,  as partial  compensation  for his  service as a  director,
officer  and CEO of the  Company.  The amount  issued to date,  115,000  shares,
consists of 10,000 shares from the initial grant of 45,000 shares,  plus 105,000
shares accrued under the 15,000 share  quarterly  award for his services  during
the 7 quarters  between  October 1, 1998 and June 30, 2000. To date,  Mr. Hansen
has accrued an  additional  amount of 95,000  unissued  shares that have or will
have vested within the next 60 days, consisting of 35,000 shares remaining to be
issued from the initial  grant of 45,000  shares,  and 60,000 shares for service
during the 4 quarters between July 1, 2000 and June 30, 2001. Thus, of the total
authorized amount of 300,000 shares,  210,000 are deemed to be vested and 90,000
shares are not vested as of the date of this filing.

     (2) Represents an authorized  award to grant Keystone  Surveys 5,000 shares
per month for the 53 months  between  August 1, 1998 and December  31, 2002,  in
lieu of rental  payment for the  Company's  use of office  space,  equipment and
other related general and administrative  expenses.  To date, 70,000 shares have
been issued as rental  compensation for the 14 months between August 1, 1998 and
September 30, 1999.  Keystone Surveys has accrued an additional 105,000 unissued
shares that have or will have vested within the next 60 days,  for the 21 months
between October 1, 1999 and June 30, 2001. Thus, of the total authorized  amount
of 265,000  shares,  175,000  are deemed to be vested and 90,000  shares are not
vested as of the date of this filing.

     (3) Represents an initial grant to MR. VAN PLETZEN of 5,000 shares for each
of the 7 quarters  between  October 1, 1998 and June 30, 2000, and an authorized
award to grant 10,000  shares for each of the 10 quarters  between July 1, 2000,
and December 31, 2002, as partial compensation for his service as a director and
officer of the Company.  To date, Mr. Van Pletzen has received the initial grant
of 35,000 shares and has accrued an additional  40,000 unissued shares that have
or will have  vested  within  the next 60 days,  for his  services  during the 4
quarters  between July 1, 2000 and June 30, 2001.  Thus, of the total authorized
amount of 135,000  shares,  75,000 are deemed to be vested and 60,000 shares are
not vested as of the date of this filing.

     (4)  Represents  an initial grant to MR. CHAVEZ of 5,000 shares for each of
the 3 quarters between January 1 and September 30, 1998, and an authorized award
to grant 10,000 shares for each of the 17 quarters  between  October 1, 1998 and
December 31, 2002, as partial compensation for service as a director and officer
of the  Company.  The amount  issued to date,  85,000  shares,  consists  of the
initial  grant of 15,000  shares,  plus 70,000  shares  accrued under the 10,000
share quarterly award for his services during the 7 quarters  between October 1,
1998 and June 30, 2000. To date, Mr. Chavez has accrued an additional  amount of
40,000 unissued shares that have or will have vested within the next 60 days for
service during the 4 quarters  between July 1, 2000 and June 30, 2001.  Thus, of
the total authorized  amount of 185,000 shares,  125,000 are deemed to be vested
and 60,000 shares are not vested as of the date of this filing.

     (5) Represents an initial grant to MR.  SUTHERLAND of 5,000 shares for each
of the 6  quarters  between  January  1,  1999  and June 30,  2000,  as  partial
compensation for his service as an officer of the Company.  Mr. Sutherland is no
longer a Company officer.  He has not accrued any additional shares that have or
will have vested  within the next 60 days.  The 30,000  shares issued to date is
the total amount that are deemed to be vested, and as of the date of this filing
no additional amount of shares is authorized.

     (6) Represents an initial grant to MS. KNOWLTON of 5,000 shares for each of
the  7  quarters  between  October  1,  1998  and  June  30,  2000,  as  partial
compensation  for her service as an officer of the Company.  Ms.  Knowlton is no
longer a Company officer. She has not accrued any additional shares that have or
will have vested  within the next 60 days.  The 35,000  shares issued to date is
the total amount that are deemed to be vested, and as of the date of this filing
no additional amount of shares is authorized.

                                       -14-                       Page 28 of 31


<PAGE>



  <PAGE> 28

     (7) The Company has authorized  50,000 shares,  which may be awarded before
December  31,  2002,  that are  reserved  in the event  additional  officers  or
directors are elected or appointed.

     (8) The Company has authorized 500,000 shares,  which may be awarded before
December 31, 2002,  that are reserved for use in  compensating  consultants  and
advisors  under the Plan,  or which the Committee or Board may grant at its sole
discretion in any lawful and permissible awards made under the Plan.

     As further awards of the Shares and options to acquire the Shares under the
Plan are made to Selling  Shareholders  and as  Principal  Shareholders  acquire
Shares upon the exercise of stock options  awarded under the plan,  this Reoffer
Prospectus  shall be  updated to reflect  those  awards.  As of the date of this
Reoffer  Prospectus,  the  officers  and  directors of the Company and the other
Principal  Shareholders  are those persons listed in the Company's Annual Report
on Form 10-K, as amended,  for the period ended  December 31, 2000, on file with
the Commission.

PLAN OF DISTRIBUTION

     The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in the  over-the-counter  market,  or otherwise at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated transactions.

     The Shares may be sold in one or more of the following ways:

     (a) a block trade in which the broker or dealer so engaged  will attempt to
sell the Shares as agent but may  position  and resell a portion of the block as
principal to facilitate the transaction;

     (b) purchase by a broker or dealer as  principal  and resale by such broker
or dealer for its account pursuant to this Reoffer Prospectus.

     (c) ordinary  brokerage  transactions  and transactions in which the broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
Selling  Shareholders  may arrange for other brokers or dealers to  participate.
Brokers or dealers  will  receive  commissions  or  discounts  from the  Selling
Shareholders  in amounts to be negotiated  immediately  prior to the sale.  Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be 'underwriters' within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Reoffer Prospectus which
qualify  for sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than
pursuant to this Reoffer Prospectus.

     (d) private transactions at a negotiated price.

     Upon the Company being notified by a Selling  Shareholder that any material
arrangement  has been entered into with a  broker-dealer  for the sale of Shares
through a block trade,  special offering,  exchange  distribution,  or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Act, disclosing (i) the
name of each such Selling Shareholder and of the participating broker-dealer(s),
(ii) the number of Shares involved, (iii) the price at which such Shares will be
sold,  (iv) the  commissions  paid or discounts or  concessions  allowed to such
broker-dealers(s),  where  applicable,  (v)  the  nature  of  the  investigation
conducted  by  the  broker-dealer(s)  to  verify  the  information  set  out  or
incorporated  by  reference  in this  Reoffer  Prospectus  and (vi) other  facts
material to the transaction.

                                       -15-                       Page 29 of 31
  <PAGE> 29

     The Selling  Shareholders  will be subject to  anti-fraud  and  anti-market
manipulation  rules under the Exchange  Act in  connection  with this  offering.
Rules 10b-2,  10b-6 and 10b-7,  among others,  effectively  prohibit the Selling
Shareholders  from  purchasing  the Company's  common stock while the Shares are
being offered pursuant to this Reoffer Prospectus.

     The  Company  has  agreed  to  indemnify  the  Selling   Shareholders   and
underwriters  acting on their  behalf  against  certain  liabilities,  including
liabilities under the Securities Act, for material misrepresentations contained,
or omissions not contained, in this Prospectus.

     The laws of certain  states may  require  that sales of the Shares  offered
hereby be conducted solely through the brokers or dealers so registered in those
states.

DESCRIPTION OF SECURITIES

     AUTHORIZED CAPITAL. The authorized capital stock of the Company consists of
10,000,000  shares of common stock,  $.01 par value, of which 2,130,308 had been
issued and are outstanding as of March 31, 2001. The holders of common stock are
entitled  to receive  such lawful  dividends  as may be declared by the Board of
Directors.  There are no redemption or sinking fund provisions applicable to any
shares of common stock.  All  outstanding  shares of common stock are fully paid
and non-assessable.

     DIVIDENDS.  The holders of the common  stock are  entitled to  dividends as
determined by the board of directors from legally available funds. All shares of
common stock have equal rights to participate  in any dividend,  if, as and when
declared by the board of  directors.  The Company has not paid any dividends and
does not anticipate or contemplate  paying dividends in the foreseeable  future.
Management of the Company  presently  intends to use earnings to finance  future
growth and development.

     VOTING RIGHTS.  Stockholders are entitled to one vote, on all matters to be
voted  upon,  for each share of common  stock  held.  The shares do not have the
right to cumulative  voting for directors,  meaning that holders of more than 50
percent of the shares  voting for the election of directors can elect all of the
directors if they choose to do so.

     LIQUIDATION RIGHTS. In the event of liquidation,  dissolution or winding up
of the  Company,  holders of common  stock shall be entitled to receive pro rata
all of the remaining assets of the Company that are available and  distributable
to the shareholders.

     PREEMPTIVE  RIGHTS.  Stockholders do not have a preemptive right by statute
or under the  Company's  Articles  of  Incorporation  or Bylaws,  to acquire the
Company's unissued shares of common stock.

     TRANSFER  AGENT.  OTC  Stock  Transfer,  Inc.,  is  transfer  agent for the
Company's common stock. Its address is P.O. Box 15600, 231 East 2100 South, Salt
Lake City, Utah 84115, and its telephone number is (801) 485-5555.

     RESTRICTIONS ON TRANSFERABILITY  OF COMMON STOCK.  During the effectiveness
of the  Registration  Statement of which this Reoffer  Prospectus is a part, the
Shares may be sold and transferred  subject to the requirement  that the Selling
Shareholder and any  underwriters  acting on behalf of such Selling  Shareholder
deliver this Reoffer Prospectus to each offeree.

                                       -16-                       Page 30 of 31


     After the Registration  Statement ceases to be effective,  Shares purchased
from the  Selling  Shareholder  or any  underwriters  acting  on  behalf of such
Selling  Shareholder  may be resold  and  transferred  without  the  filing of a
subsequent registration statement.

     The award of Shares or options  to  purchase  Shares  under the Plan may be
subject to contractual  restrictions on  transferability.  Any such  contractual
restriction  will be conspicuously  noted on the  certificates  representing the
effective securities.  No Shares may be sold hereunder except in accordance with
such contractual restrictions. As of the date of this prospectus, no contractual
restrictions have been imposed on awards under the Plan.

LEGAL MATTERS

     To the best of its knowledge,  Gold Chain is not aware of any pending legal
proceeding contemplated by a governmental authority, or concerning the Company's
business or properties, that involves primarily a claim for damages in excess of
ten percent of current assets  excluding  interest and costs.  As of the date of
this  filing,  Gold  Chain is NOT a party to any  legal  proceeding,  either  as
plaintiff  or  defendant,  other  than  routine  litigation  incidental  to  its
business.  Thus, the financial  statements have not been adjusted to reflect any
material uncertainty regarding exposure to liability in legal proceedings.

     The  legality  of the Shares  offered  hereby  will be passed  upon for the
Company by Carlos M. Chavez, Esq., Salt Lake City, Utah.

EXPERTS

     The  consolidated   financial  statements  and  schedules  incorporated  by
reference in this Reoffer  Prospectus and elsewhere in the Form S-8 Registration
Statement have been audited by Andersen,  Andersen and Strong, L.C., independent
public  accountants,  as  indicated  in  their  reports  with  respect  thereto.
Reference  herein is in reliance  upon the  authority of said firm as experts in
giving  said  reports.  Reference  is made to said  reports,  which  include  an
explanatory  paragraph  with  respect  to the  realizability  of  the  Company's
investments  in  mineral  properties  as  discussed  in Note 3 to the  financial
statements.

                                       -17-                       Page 31 of 31


===============================================================================
[{"type": "S-8", "sequence": "1", "filename": "htm_s82001.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 112893}]
{"company-data": {"conformed-name": "GOLD CHAIN MINING CO", "cik": "0000042050", "assigned-sic": "6794", "irs-number": "870640430", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62494", "film-number": "1656057"}, "business-address": {"street1": "44 WEST BROADWAY", "street2": "SUITE 704-S", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8012652170"}, "mail-address": {"street1": "44 WEST BROADWAY", "street2": "SUITE 704-S", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}}
As filed with the Securities and Exchange Commission on or about May 31, 2001

                            Registration No. 33 - ______

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM  S-8
           Registration Statement Under the Securities Act of 1933

[/TABLE]
UTAH                                      87-0267213
 (State or other jurisdiction of               (I.R.S Employer Ident. No.)
 incorporation or organization)
THE
GOLD CHAIN MINING COMPANY (Exact name of small business issuer as specified in
its charter)
[/TABLE]
(801) 355-6044
             (Issuer's telephone number, including area code)

             1995 EMPLOYEE STOCK AWARD AND STOCK OPTION PLAN
                          (Full title of the plan)

                     CARLOS M. CHAVEZ,  ATTORNEY AT LAW
                        455 EAST 400 SOUTH, SUITE 40
                     SALT LAKE  CITY,  UTAH  84111-3017
44
WEST BROADWAY, SUITE 704-S, SALT LAKE CITY, UTAH 84101 (Address of principal
executive offices, including zip code)
[/TABLE]
Title of                      Proposed     Proposed
     each class                    maximum      maximum
     of security      Amount       offering     aggregate    Amount of
     to be            to be        price per    offering     registration
     registered       registered   share        price        fee
  --------------------------------------------------------------------------

     Common stock,
     par value
     $.01 per share   1,500,000    $0.01        $15,000      $______

     The common stock has been listed for  quotations  and trading on the OTC:BB
since November  2000.  Between then and 1985, it did not trade on a public stock
exchange.  It does not have an active trading market.  Therefore,  in accordance
with Rule  457(h)  under the 1933  Securities  Act,  solely  for the  purpose of
calculating the registration  fee, this price is to be based upon the book value
of the securities to be registered,  computed as of the latest  practicable date
prior to the date of filing this registration statement.  Because the book value
for accounting is $0.0001, the par value of $0.01 has been used instead.

     The Exhibit Index appears on page 3 of this Registration Statement.

     This Registration Statement, including exhibits, contains 31 pages.

                                                                  Page 1 of 31

                                   PART I.
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  ITEM 1.     PLAN INFORMATION.

         This Registration Statement is filed with the Securities and Exchange
Commission (the "SEC") for the purpose of registering shares of common stock,
$0.01 par value, ("Common Stock") of the Registrant in connection with its
1995 Employee Stock Award and Stock Option Plan (the "Plan").

  ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Registrant advises Plan participants that the documents incorporated
by reference to Item 3 of Part II, below, are available without charge. These
documents are incorporated by reference to the Section 10(a) prospectus, and
contain the prospectus information required by this Part I. They have been or
will be delivered to employees as specified by Rule 428(b)(1). The Section 10(a)
prospectus is not being filed with the SEC either as part of this Registration
Statement, or as prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference:

     (a)     The Registrant's latest annual report on Form 10-K, filed April
16, 2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") containing audited financial statements
for the Registrant's latest fiscal year ended December 31, 2000.

     (b)     The Registrant's Quarterly Report on Form 10-Q, filed May 15,
2001, for the quarter ended March 31, 2001.

     (c)     The description of the class of securities to be offered as
contained in the Section 12 registration statement filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.

     (d) All other  reports  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to this filing, but prior to
the filing of a  post-effective  amendment,  which  indicate that all securities
offered have been sold or which deregister all securities then remaining unsold.
Such  reports  shall  be  deemed  to  be   incorporated  by  reference  in  this
Registration  Statement  and to be a part  hereof from the date of filing of all
such reports.

     Any statement  contained  herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

  ITEM 4.     DESCRIPTION OF SECURITIES.

                    Not Applicable.

                                        -2-                       Page 2 of 31

  ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Counsel for the Company,  Carlos M. Chavez,  Esq., who has given an opinion
about the legality of the securities being registered and other legal matters in
connection  with  this  registration,  and who  since  1995  has  performed  and
continues  to  perform  significant  legal  services  for the  Registrant,  is a
director  and officer of the Company,  but was not paid for such  purposes as an
employee  or on a  contingent  basis,  nor did or does  he have or  receive,  in
connection  with  this  S-8  registration,  a  substantial  or  greater  than 5%
interest, direct or indirect, in the Registrant or its controlling shareholders,
Mammoth Mining Company and Keystone Surveys,  Inc., nor is he connected with the
Registrant as a promoter, managing or principal underwriter,  voting trustee, or
employee.

  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant's  Bylaws authorize it to indemnify,  at its election,  any
director,  officer,  agent and/or employee as to those  liabilities and on those
terms and  conditions as are specified in the Revised Utah Business  Corporation
Act.  Further,  the Registrant may purchase and maintain  insurance on behalf of
any such persons whether or not it would have the power to indemnify such person
against the liability insured against. Indemnifying and/or insuring its officers
and directors from the increasing liabilities and risks their corporate acts and
omissions  expose  them to,  could  result in  substantial  expenditures  by the
Registrant,  while  preventing any recovery from them for losses incurred by the
Registrant as a result of their actions.  For that reason, the SEC has issued an
advisory opinion concluding that  indemnification of this type is against public
policy as  expressed  in the  Securities  Act of 1933,  as amended  ("Securities
Act"),  and,  therefore,  is  unenforceable  with  respect to any claim,  issue,
question,  or matter of liability touched upon by anything within the purview of
the federal securities laws and regulations.

  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     With  respect to  transactions  in which the  securities  are  reoffered or
resold  pursuant  to this  Registration  Statement,  the  Registrant  claims  an
exemption from registration under Section 4(1) and (2) of the Securities Act and
under  Rule 144  promulgated  pursuant  to that Act,  in  accordance  with their
requirements  and  limitations.  A selling  shareholder  may include  restricted
securities in a reoffer  prospectus only if he acquired them prior to the filing
of this  Registration  Statement.  A selling  shareholder  may  include  control
securities  in a reoffer  prospectus  only if he acquired or will  acquire  them
pursuant to an employee benefit plan.

  ITEM 8.     EXHIBITS.

     Copies of the following  documents are being furnished as exhibits required
by Item 601 of Regulation  S-B,  promulgated  under the  Securities  Act and the
Exchange Act. The SEC  reference  number refers to the exhibit table in Item 601
of Regulation S-B.

                              EXHIBIT INDEX

EXHIBIT NO.   DOCUMENT DESCRIPTION
----------   ------------------------------------------------------------------
  3(i).1     Articles of Incorporation, as amended, filed as Exhibit 3.6 to
                Form 10, and incorporated herein by reference

                                        -3-                       Page 3 of 31

 3(ii).1     By-Laws, as amended, filed as Exhibit 3.7 to Form 10, and
                incorporated herein by reference

   5.1       Opinion of Carlos M. Chavez, Esq., Registrant's Counsel, Regarding
                Legality of Common Stock Being Registered

  23.1       Consent of Counsel (included in Exhibit 5.1)

  23.2       Consent of Andersen Andersen and Strong, L.C., CPA's

  99.1       1995 Employee Stock Award and Stock Option Plan

  99.2       Reoffer Prospectus, updated as of May 31, 2001

  ITEM 9.     UNDERTAKINGS.

     (A)   RULE 415 OFFERINGS. The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement --

               (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) that, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in the registration statement;

               (iii)  To include any material information or change with
          respect to the plan of distribution not previously disclosed in the
          Registration Statement;

               Provided, however, that paragraphs (i) and (ii) above shall not
     apply if the information required by those paragraphs to be included in
     a post-effective amendment is contained in the periodic reports filed by
     the registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act, and those reports are incorporated by reference in the Registration
     Statement.

          (2)   That for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.

          (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered that remain unsold at
     the termination of the offering.

    (B)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
being registered hereby, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                        -4-                       Page 4 of 31

     (C)  SUBMIT   QUESTION   OF   INDEMNIFICATION   TO  COURT  OF   APPROPRIATE
JURISDICTION.  The undersigned  Registrant  hereby  undertakes that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers,  and  controlling  persons of the  Registrant
pursuant  to the  provisions  set  forth in Item 6 of this  Part II,  above,  or
otherwise,  the  Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and,
therefore,  is unenforceable.  In the event a claim for indemnification  against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of Salt Lake,  State of Utah,
on the 31 day of May, 2001, by the duly authorized undersigned officer.

REGISTRANT:

THE GOLD CHAIN MINING COMPANY

BY:    /s/  Spenst Hansen
---------------------------------------
Spenst Hansen, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed below on May 31, 2001, by the following persons, in the
capacities indicated.

                                               /s/ SPENST HANSEN
BY ITS CHIEF EXECUTIVE OFFICER:    -------------------------------------------
                                         Spenst Hansen, President and CEO

BY ITS PRINCIPAL FINANCIAL AND                /s/ BLANE VAN PLETZEN
ACCOUNTING OFFICER:                -------------------------------------------
                                           Blane Van Pletzen, Treasurer

BY UNANIMOUS CONSENT OF ITS BOARD OF DIRECTORS:

                                               /s/ SPENST HANSEN
                                   -------------------------------------------
                                          Spenst Hansen, Board Chairman

                                               /s/ BLANE VAN PLETZEN
                                   -------------------------------------------
                                           Blane Van Pletzen, Director

                                               /s/ CARLOS M. CHAVEZ
                                   -------------------------------------------
                                           Carlos M. Chavez, Director

                                        -5-                       Page 5 of 31
==============================================================================

EX-5.1 AND EX-23.1

    TRUJILLO AND ASSOCIATES                                 CARLOS M. CHAVEZ
       ATTORNEYS AT LAW                                         Of Counsel
    THE EXECUTIVE BUILDING
  455 EAST 400 SOUTH, SUITE 40                            TELE: (801) 596-2267
SALT LAKE CITY, UTAH 84101-3017                           FAX:  (801) 596-2270

                                    May 30, 2001

   Board of Directors
   THE GOLD CHAIN MINING COMPANY
   44 West Broadway Street, Suite 704-S
   Salt Lake City, Utah  84101

         RE:  Registration Statement on Form S-8

   Ladies and Gentlemen:

        I have acted as counsel to The Gold Chain Mining Company, a Utah
   corporation (the 'Company'), in connection with the preparation and filing
   of a Registration Statement on Form S-8 (the 'Registration Statement') to
   be filed with the Securities and Exchange Commission on or about May 31,
   2001, pertaining to the registration of securities consisting of
   1,000,000 shares of the Company's common stock, $0.01 par value (the
   'Shares') being registered in connection with the Company's 1995 Employee
   Stock Award and Option Plan, as amended (the 'Plan').

        I have reviewed the Articles of Incorporation and Bylaws of the
   Company, the meeting minutes and resolutions of the Board of Directors and
   shareholders of the Company, the Form S-8 Registration Statement, the Plan,
   relevant prospectuses and other such documents as appropriate. As to
   factual matters, I have relied upon the certification supplied to me by an
   officer of the Company. In rendering the opinion expressed herein, I have
   assumed, upon reasonable investigation, the validity of all documents and
   the accuracy of all information supplied to me by the Company.

        Based upon the foregoing, I am of the opinion that when the
   Registration Statement becomes effective, all such Shares being registered
   pursuant to the Registration Statement, and all such registered Shares as
   they are and become issued and paid for, in accordance with the Plan, will
   have been duly authorized and will be legally issued, fully paid and non-
   assessable.

        I hereby consent to the filing of this opinion as an exhibit to the
   Registration Statement.

                                       Very truly yours,

                                          /s/ Carlos M. Chavez

                                       CARLOS M. CHAVEZ, Of Counsel
                                             ATTORNEY AT LAW

                                                                  Page 6 of 31
==============================================================================

   EX-23.2

                                    [COMPANY LOGO]
                            ANDERSEN ANDERSEN and STRONG, L.C.

                                  May 30, 2001

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

       As independent public accountants, we hereby consent to the use and
  incorporation by reference in this Registration Statement on Form S-8 of
  our audit report dated April 16, 2001, which appears on page 29 of the
  Company's Annual Report on Form 10-K for the fiscal year ended December 31,
  2000, of our audits of the Company's financial statements for the years
  ended December 31, 2000 and 1999, and the period August 19, 1907 (date of
  inception) to December 31, 2000, and to all references to our Firm,
  included in or made a part of this Form S-8 Registration Statement.

                                   /s/ ANDERSEN ANDERSEN and STRONG, L.C.

  Salt Lake City, Utah         -------------------------------------------
  May 30, 2001                        Andersen Andersen and Strong, L.C.

                                                                  Page 7 of 31

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

  EX-99.1

             THE 1995 EMPLOYEE STOCK AWARD AND STOCK OPTION PLAN
                 ------------------------------------------
                        THE GOLD CHAIN MINING COMPANY

     1. General  Information.  The 1995 Stock Award and Stock Option Plan of The
Gold Chain Mining Company, as amended (the "Plan"), under which shares of stock,
and options to acquire shares of stock,  and/or stock appreciation rights may be
granted from time to time to directors and  employees of the Company,  or others
who  contribute to the success of the Company,  all on the terms and  conditions
set forth therein,  was approved by the Company's Board of Directors on June 17,
1995, and by a majority of its  Shareholders  on June 17, 1995. On May 16, 2001,
the Directors and a majority of the  Company's  Shareholders  approved the First
Amendment to the Plan.

     2.  Purpose  of the  Plan.  The  Plan is  intended  to aid the  Company  in
maintaining and developing a management team, attracting qualified employees and
directors  capable of assuring the future success of the Company,  and rewarding
those  individuals  who have  contributed  to the success of the Company.  It is
designed  to aid the  Company  in  retaining  the  services  of  executives  and
employees,  attracting  new  personnel  when  needed for future  operations  and
growth,  and providing such personnel with an incentive to remain  employees and
or/directors of the Company.  The Plan encourages them to use their best efforts
to  promote  the  success  of the  Company's  business,  while at the same  time
provides them with an opportunity  to obtain or increase a proprietary  interest
in the  Company.  It is also  designed  to permit the  Company  to reward  those
individuals  who are not  employees  or  directors  of the  Company  but who are
perceived by management as having  contributed  to the success of the Company or
who are  important  to the  continued  business  and ongoing  operations  of the
Company.  The above aims will be  effectuated  through the granting of shares of
common stock of the Company, par value $.01 per share (the "Stock"),  options to
purchase  Stock on a favorable  basis  ("Options"),  and/or  stock  appreciation
rights  ("SARs") and other  rights  subject to the terms and  conditions  of the
Plan. It is intended that the Options issued pursuant to the Plan include, where
designated  as such at the time of grant,  Options  which  qualify as "incentive
stock options," as that term is defined in Section 422A of the Internal  Revenue
Code of 1986, or any amendment or successor  provision of like tenor ("Incentive
Options").

     The Plan is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.

     3.  Administration  of the Plan. The Plan shall be  administered  by, or in
accordance with the recommendation of, the Board, an option committee  appointed
by the  Board,  or by any other such  committee  designated  by the Board.  Such
administrative  committee  ("Committee")  shall  consist  of not less than three
persons.  During  such time as the  Company is subject  to the  requirements  of
Section 12(g) of the Exchange Act, the Plan shall be  administered  with respect
to officers  and  directors of the Company by  "disinterested  persons," as that
term is  defined  in  Commission  Rule  16b-3(e)(2)(i),  promulgated  under  the
Exchange  Act,  or  any  amendment  or  successor  provision  of  similar  tenor
("Disinterested  Person").  The Board may remove or add members to the Committee
and the Board or the remaining members of the Committee shall fill any vacancies
that  occur.  Any  director or officer of the Company may from time to time make
recommendations  to the Board or  Committee  with respect to  individuals  to be
considered  for an award under the Plan as well as the nature and amount of such
award.  Subject to compliance with  applicable  provisions of governing law, the
Board or Committee may delegate  administrative duties with respect to the Plan,
including the authority to consider and approve awards on such terms and to such
individuals as they deem proper. All awards shall be approved by a majority vote
of those members of the Board or Committee, as the case may be, in attendance at
a meeting  at which a quorum is  present.  However,  an award to a member of the
Board or  Committee  shall be approved by a majority  vote of the members of the
Board or Committee who are Disinterested Persons.

                                                                  Page 8 of 31

     The  interpretation  and construction of the terms of the Plan or any award
under the Plan by the  Committee  or the Board shall be final and binding on all
participants  in the Plan absent a showing of  demonstrable  error. No member of
the Board or any Committee shall be liable for any action taken or determination
made in good faith with respect to the Plan or any award.

     4.  Shares of Stock  Subject to the Plan.  A total of  1,000,000  shares of
Stock may be subject to or issued under awards granted  pursuant to the terms of
the Plan.  Any Stock  subject to an Option or other right under the Plan,  which
Option  or right  for any  reason  expires,  is  terminated,  or is  surrendered
unexercised  as to such Stock,  may be reserved for issuance  pursuant to future
awards under the Plan.  If any right to acquire  Stock granted under the Plan is
exercised  by the  delivery of Stock or the  relinquishment  of rights to Stock,
only the net shares of Stock  issued (the shares of Stock issued less the shares
of Stock  surrendered)  shall count against the total number of shares  reserved
for issuance under the terms of the Plan.

     5.  Reservation of Stock on Granting of Option.  At the time of granting an
Option or other right to acquire  Stock under the terms of the Plan,  there will
be reserved for issuance on the exercise of the Option or right  (subject to the
provisions  of Section 13 of the Plan) the number of shares of Stock  subject to
such Option or right. The Company may reserve authorized but unissued shares, as
well as issued shares that have been reacquired by the Company.

     6. Eligibility.  Under the Plan, an award may be granted to employees,  and
to officers and directors of the Company or its  subsidiaries as may be existing
from  time to time,  and to other  individuals,  when  deemed  to be in the best
interests of the Company by the Board or  Committee.  Such award shall be in the
amount  and  shall  have  the  rights  and be  subject  to the  restrictions  as
determined  by the Board or the Committee  within the general  provisions of the
Plan.

     7. Term of Award and Certain Limitations on Right to Exercise Award.

     (a) Each award shall have the term established by the Board or Committee at
the time the award is granted.

     (b) The term of the  award,  once it is  granted,  may be  reduced  only as
provided for in the Plan or in the terms of the award.

     (c) Unless  otherwise  specifically  provided by the  written  terms of the
award, no holder or his legal  representatives,  legatees,  or distributees will
be, or shall be deemed to be, a holder of any shares  subject to an award unless
and until the holder  exercises  his right to  acquire  Stock and  delivers  the
required  consideration  to the Company in accordance with the terms of the Plan
and the provisions of the award. Unless otherwise  specifically  provided by the
written terms of the award,  no adjustment  shall be made for dividends or other
rights for which the record  date is prior to the date such Stock is acquired by
the holder.

     (d) Each award  granted under the Plan shall vest at such time or times and
on such terms as established by the Board or Committee when granting the award.

     (e) If an award is granted  to a  director,  officer,  or  employee  of the
Company and such individual is terminated or resigns from the Company within six
months of such  award,  the  unexercised  portion of the award shall be null and
void, and such individual shall have no further rights thereunder as of the date
of such termination or resignation.

     (f)  An  award  granted  under  the  Plan  may  contain  other  provisions,
including,  without  limitation,  additional  or alternate  restrictions  on the
exercise of the award, as the Board or Committee deems advisable.

     (g) In no event may an award be exercised after the expiration of its term.

                                        -2-                       Page 9 of 31

     8. Exercise Price.  Except as otherwise  provided in the Plan, the exercise
price of each award  granted  under the Plan shall be  equivalent to the mean of
the closing bid and asked price quotations for the Stock in the over-the-counter
market  as  quoted  on  the   National   Association   of   Securities   Dealers
Over-The-Counter  Bulletin Board  ("OTCBB") for the 20 trading days  immediately
preceding the grant date.  Notwithstanding the above provision, the Committee or
Board may set the exercise  price of any options  awarded  under the Plan at any
amount that is lawful and  permissible  under the  various  laws of the State of
Utah and the federal securities and tax code provisions.

     9.  Payment  of  Exercise  Price.  The  exercise  of each  award  shall  be
contingent on receipt by the Company of cash, certified bank check to its order,
or like consideration  acceptable to the Company.  However, at the discretion of
the Board or Committee,  the award recipient may pay the exercise price in whole
or in part by delivering  to the Company  shares of Stock valued by the Board or
Committee at the Stock's fair market  value,  surrendering  or canceling  tandem
rights  granted with the award,  or  surrendering  or canceling  other rights to
Stock. Any  consideration  approved by the Company that calls for payment of the
exercise  price over a period  greater than one year shall  provide for interest
(not  included  as part of the  exercise  price) that is equal to or exceeds the
imputed  interest  provided  for in  Internal  Revenue  Code  Section 483 or any
amendment or successor provision of like tenor.

     10. Withholding.  If the grant or exercise of an award pursuant to the Plan
is subject  to  withholding  or other  trust fund  payment  requirements  of the
Internal Revenue Code or applicable state or local laws, such  requirements may,
to the  extent  permitted  by the  terms of the  award  and the  then  governing
provisions  of the  Internal  Revenue  Code,  be met by the  holder of the award
delivering  shares of Stock or  canceling  Options  or other  rights to  acquire
Stock, or by the Company  withholding shares of Stock subject to an Option, at a
fair market  value for the Stock.  To the extent that the holder of the award is
subject to the  provisions of Section 16(a) of the Exchange Act,  payment of the
withholding  and other trust fund  agreements by the foregoing  methods shall be
contingent  upon the transaction  qualifying for an exemption  under  Commission
Rule 16b-3,  promulgated  pursuant to Section  16(b) of the Exchange Act, or any
amendment or provision of like tenor.

     11. Incentive Options. In addition to the other restrictions and provisions
of the Plan and any award under the Plan, any Option granted that is intended to
be an Incentive Option shall also meet these additional requirements:

     (a) The exercise price of an Incentive Option shall be an amount determined
by the Board or Committee in accordance  with the  applicable  provisions of the
Internal  Revenue Code, but in any event,  not less than the Stock's fair market
value on the Option grant date.

     (b) No Incentive  Option may be granted  under the Plan to any employee who
owns Stock (either of record or beneficially) which constitutes more than 10% of
the  combined   voting  power  of  the  Company  or  any  parent  or  subsidiary
corporation,  unless (i) the exercise price is at least 110% of the Stock's fair
market  value on the Option  grant date,  and (ii) the  Incentive  Option by its
terms is not exercisable more than ten years after such date.

     (c)  Incentive  Options may be granted  only to an employee of, and only in
connection  with  employment  by,  the  Company  or  one  of  its  subsidiaries.
Notwithstanding the above,  directors may be granted Incentive Options under the
Plan,  subject to and to the extent  permitted  by  applicable  tax statutes and
regulations.

                                        -3-                       Page 10 of 31

     (d) The aggregate  fair market value at an Option grant date may not exceed
$100,000  for  Incentive  Option  Stock  exercisable  for the  first  time by an
individual  during a calendar  year under the Plan (and other plans,  if any, of
the Company or its subsidiaries).

     (e) No  Incentive  Option shall be  transferable  other than by will or the
laws of descent and distribution  and shall be exercisable,  during the lifetime
of the optionee, only by the optionee to whom the Incentive Option is granted.

     (f) No SARs or other  rights  may be granted  in tandem  with an  Incentive
Option.

     (g) An employee  who  acquires  shares of Stock  pursuant  to an  Incentive
Option granted under the Plan shall not sell,  transfer or otherwise  convey the
Stock  until a date that is more than two years from the  Option  grant date and
more than one year from the Stock  acquisition  date.  An  employee  who makes a
disqualifying  disposition  shall  notify  the  Company  within  30 days of such
transaction.

     (h) No  Incentive  Option  may be  exercised,  unless  from  the  date  the
Incentive  Option was granted  until within three months of such  exercise,  the
optionee  was an eligible  employee of the Company as defined in the  applicable
provisions of the Internal Revenue Code, except that the 3-month provision shall
not apply to an optionee  who dies during such 3-month  period.  Notwithstanding
the above, an Incentive  Option may be exercised by an optionee within 12 months
of the date the optionee ceases  employment due to a "disability,"  as that term
is defined in Internal  Revenue  Code  Section  105(d)(4),  or any  amendment or
successor  provision of like tenor.  An authorized  absence or leave approved by
the Board or Committee shall not be considered an interruption of employment for
any purpose under the Plan.

     (i)  All  Incentive   Options  shall  be  deemed  to  contain  such  others
limitations and restrictions as may be necessary to conform the Incentive Option
to the  requirements of Section 422 of the Internal Revenue Code and regulations
promulgated thereunder, or any amendment or successor provision of like tenor.

     (j) The foregoing  restrictions  and limitations are based on the governing
provisions of the Internal  Revenue Code as of the adoption date of the Plan. If
the Internal Revenue Code is amended to permit the qualification of an Option as
an incentive  stock option without one or more of the foregoing  restrictions or
limitations,  or with modified terms of restriction or limitation,  the Board or
Committee may issue Incentive Options and may modify existing  Incentive Options
consistent with such amendments.

     12.  Awards to Officers and  Directors.  During such time as the Company is
subject to the provisions of Section 12(g) of the Exchange Act, awards under the
Plan to "officers," as that term is defined in Commission Rule 16a-1(f),  or any
amendment or successor  provision of like tenor, or directors shall be made by a
Committee comprised of three or more individuals,  all of whom are Disinterested
Persons.

     (a) The  determination  to make an award to a  director  and the  number of
shares to award  shall be made by a majority  vote of the Board  members who are
Disinterested  Persons,  or shall be made by a Committee  comprised  of three or
more Disinterested Persons.

     (b) The  determination  to make an award to an  officer  and the  number of
shares to award  shall be made by a majority  vote of the Board  members who are
Disinterested  Persons,  or shall be made by a Committee  comprised  of three or
more Disinterested Persons.

     (c) If an award is a Stock Option or other right to purchase  shares at the
optionee's  discretion,  the exercise  price of the award shall be determined by
the Board or  Committee  at an amount not less than 50% of the fair market value
of the Stock on the Option grant date.

                                        -4-                       Page 11 of 31

     (d) With  respect to an award other than an Option or the right to purchase
shares at the  discretion of the optionee,  such as a sale of restricted  Stock,
the consideration amount may not be less than the minimum required by applicable
state law.

     (e) If an award is an Option or similar  right,  including a SAR, the award
shall  not be  transferable  other  than  by will or the  laws  of  descent  and
distribution and shall be exercisable  during the life of the holder only by the
holder or the holder's guardian or legal representative.

     (f) Any cash  settlement of SARs or other rights shall be  consistent  with
the   requirements  of  Commission   Rule  16b-3  and  regulations   promulgated
thereunder, or any amendment or successor provision of like tenor.

     (g) The foregoing  restrictions  and limitations are based on the governing
provisions  of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder as of the adoption date of the Plan. If the governing  provisions are
amended to permit an award to be granted  pursuant to Commission  Rule 16b-3, or
any amendment or successor  provision of like tenor,  without one or more of the
foregoing  restrictions  or  limitations,  or with a modification  to any of the
terms of any such restriction or limitation, the Board or Committee may grant an
award to officers and directors  and may modify an existing  award in accordance
with such changes,  provided that such action by the Board or Committee does not
disqualify any such award from treatment under the provisions of Commission Rule
16b-3 and  regulations  promulgated  thereunder,  or any  amendment or successor
provision of similar tenor.

     13.  Stock  Appreciation  Rights  and  Other  Tandem  Rights.  The Board or
Committee,  at the time of granting an award under the terms of the Plan,  shall
have the  authority to grant SARs or other tandem  rights with respect to all or
some of the shares of Stock  covered by such award  pursuant to which the holder
shall have the right to surrender all or part of such award and thereby exercise
the tandem rights; provided,  however, that the holder shall not have such right
to surrender and obtain  payment  during the first six months of the term of the
award,  except in the event of the  holder's  death or  disability  during  such
six-month  period.  Any payment  under the terms of tandem rights may be made by
the  Company,  at the  discretion  of the Board or Committee as set forth in the
written  award,  in Stock (at its fair market value on the date of the notice of
exercise,  as  determined  by the Board or  Committee)  or in cash, or partly in
Stock and partly in cash, in such amounts as the Company may determine.  SARs or
other  tandem  rights  granted  under the terms of this Section may be exercised
only when,  and only to the extent that,  the holder is entitled to exercise all
or a portion of the underlying  award. The terms of SARs or other rights granted
shall,  within  the  provisions  of the  Plan,  be  established  by the Board or
Committee  at the time of grant,  and any  rights  created  thereby  can only be
transferred in connection with the transfer of the underlying award. SARs may be
exercised  only at a time when the fair market value of the Stock subject to the
award exceeds the exercise price of the award.

     14. Dilution or Other Adjustment. In the event that the number of shares of
Stock that from time to time have been issued and  outstanding  are increased or
decreased pursuant to a stock split or a stock dividend,  or by a combination or
consolidation of shares, then the number of shares of Stock then covered by each
outstanding   Option   granted   hereunder   shall  be  increased  or  decreased
proportionately  with no increase or decrease in the total purchase price of the
shares then so covered,  and the number of shares  reserved  for the purposes of
the Plan shall be increased or  decreased by the same  proportion.  In the event
that the Company  transfers  assets to another  corporation  and distributes the
stock of that other  corporation  without the surrender of Company Stock, and if
such distribution is not taxable as a dividend and no gain or loss is recognized
by reason of Section 355 of the Internal Revenue Code or a similar section, then
the total  purchase price of the Stock then covered by each  outstanding  Option
shall be reduced by an amount that bears the same ratio to total  purchase price
then in effect as the market  value of the stock  distributed  in respect of the
Company's Stock and the stock distributed in respect thereof.

                                        -5-                       Page 12 of 31

     In the event  that the  Company  distributes  a  subsidiary's  stock to its
shareholders,  makes  a  distribution  of a  major  portion  of its  assets,  or
otherwise  distributes  a  significant  portion  of the value of its  issued and
outstanding Stock to its shareholders, the number of shares then subject to each
outstanding award under the Plan may be adjusted in the discretion of the Board.
All such adjustments shall be made by the Board,  whose  determination  upon the
same  shall  be final  and  binding  on all  participants  under  the  Plan.  No
fractional  shares shall be issued and any fractional  shares resulting from the
computations  pursuant to this Section shall be eliminated  from the  respective
award.  No  adjustment  shall be made  for cash  dividends  or the  issuance  to
stockholders of subscription rights to additional Stock or other securities.

     15. Awards to Foreign  Nationals.  The Board or Committee  may, in order to
fulfill the purposes of the Plan and without amending the Plan, grant to foreign
nationals  or  individuals  residing in foreign  countries  awards that  contain
provisions,  restrictions and limitations  different than those set forth in the
Plan  and  awards  made  to  United  States  residents  in  order  to  recognize
international  differences  in law,  tax policy and  custom.  In  granting  such
awards, the Board or Committee shall make every effort to provide as many of the
same benefits,  restrictions,  limitations and other provisions as granted in an
award to a United States resident under the terms of the Plan.

     16. Assignment. No award granted under the Plan shall be transferable other
than to a family  member,  a trust  for the  benefit  of the  holder or a family
member, a charity,  or by will or the laws of descent and  distribution.  If any
award is  transferred  in accordance  with the  provisions  of this section,  it
cannot thereafter be transferred by the new holder, except to reconvey it to the
original holder. Except as permitted by the foregoing,  each award granted under
the  Plan  and  the  rights  and  privileges  thereby  conferred  shall  not  be
transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise),  and shall not be subject  to  execution,  attachment  or
similar  process.  On any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise  dispose  of the award or any right or  privilege  conferred  thereby,
contrary to the provisions  hereof,  or on the levy or any attachment or similar
process on such rights and privileges,  the award and such rights and privileges
shall immediately become null and void.

     17. Effect of Termination  of Employment or Service.  In the event that any
holder is terminated or resigns from employment with the Company or a subsidiary
within  six  months of the grant of an award,  any  unexercised  portion of such
award  shall  immediately  become  null and void and such  holder  shall have no
further rights thereunder.  In the event that any officer,  director or employee
of the Company or a subsidiary is  terminated at any time, in the  determination
of the Board, for materially breaching the terms of office or employment,  gross
negligence in the  performance  of duties,  substantial  failure to meet written
standards established by the Company for the performance of the duties of office
or  employment,  criminal  misconduct,  or  willful or gross  misconduct  in the
performance of the duties of the office or employment,  the Board may cancel any
and all rights such individual may have in the unexercised  portion of any award
held at the  time of  termination.  In all  other  circumstances,  the  award of
options or other stock rights shall vest  immediately upon the grant date, or at
the election of the Board or  Committee,  or at the  election of the  recipient,
subject to Board or Committee  approval.  The Board or Committee  may  establish
other restrictions or modifications  regarding the exercise of awards subsequent
to the termination or resignation of an individual, that it deems appropriate at
the time of granting the award.

                                        -6-                       Page 13 of 31

     18. Listing and Registration of Shares.  Each award shall be subject to the
requirement  that,  if at any  time  the  Board  shall  determine,  in its  sole
discretion,  that it is necessary or desirable to list,  register or qualify the
shares covered thereby on any securities  exchange or under any other federal or
state law,  or obtain the  consent or  approval  of any  governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
award or the  issuance or purchase of shares  thereunder,  such award may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent or approval  shall have been effected or obtained free of any conditions
not acceptable to the Board.

     19.  Expiration  and  Termination of the Plan. The Plan may be abandoned or
terminated  at any  time  by the  Board  except  with  respect  to  awards  then
outstanding  under the Plan. No Incentive  Options may be granted under the Plan
after May 15, 2011.

     20. Form of Awards. Awards granted under the Plan shall be represented by a
written  agreement  which  shall be  executed  by the Company and the holder and
which shall contain such terms and  conditions as may be determined by the Board
or  Committee  and  permitted  under the terms of the  Plan.  Option  agreements
evidencing  Incentive  Options  shall contain such terms and  conditions,  among
others,  as may be necessary in the opinion of the Board or Committee to qualify
them as Incentive Options.

     21. No Right of Employment. Nothing contained in the Plan or any award made
pursuant to the Plan shall be construed as conferring on a director,  officer or
employee  any right to continue or remain as a  director,  officer or  employee,
respectively, of the Company or its subsidiaries.

     22.  Amendment of the Plan.  The Board may at any time modify and amend the
Plan in any respect; provided, however, that no modification or amendment shall,
without the  approval of the  shareholders,  cause the Plan to cease  compliance
with the  applicable  provisions  of the  Internal  Revenue Code with respect to
Incentive Options, or the applicable provisions of the Exchange Act with respect
to awards  granted to officers and  directors  under  Commission  Rule 16b-3 and
regulations promulgated  thereunder,  or any amendment or successor provision of
similar tenor.

     Notwithstanding  any provision to the contrary  contained herein,  the Plan
shall be deemed to be  automatically  amended as necessary,  with respect to the
issuance of Incentive  Options,  to maintain  compliance  with the provisions of
Section  422A  of  the  Internal   Revenue  Code  and  regulations   promulgated
thereunder, or any amendment or successor provision of similar tenor.

     The Plan is not  qualified  under  Section  401(a) of the Internal  Revenue
Code.

                                        -7-                       Page 14 of 31

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

   REOFFER PROSPECTUS

                         THE GOLD CHAIN MINING COMPANY

          1,500,000 Shares of Common Stock, par value $.01 per share
       issued under The 1995 Employee Stock Award and Stock Option Plan
                             (As of May 31, 2001)

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
            BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
            REOFFER PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
            IS A CRIMINAL OFFENSE.

     This ReOffer  Prospectus  relates to 1,000,000 Shares of common stock, $.01
par value,  of The Gold Chain Mining  Company  ('Gold Chain' or the  'Company'),
issued in relation to the Company's  1995 Employee  Stock Award and Stock Option
Plan, which may be offered by certain  shareholders of the Company (the 'Selling
Shareholders')  for their own respective  accounts (the  'Shares').  The Company
will not receive any part of the proceeds  from the sales  thereof (See 'Selling
Shareholders'  section,  below). The Selling  Shareholders are affiliates of the
Company.

     The Company has not been advised by the Selling Shareholders that there are
any underwriting arrangements with respect to the sale of the Shares. The Shares
will be sold from time to time in the over-the-counter market at then prevailing
prices,  or at prices  related  to then  current  market  prices,  or in private
transactions at negotiated prices, and brokerage fees may be paid by the Selling
Shareholders in connection therewith.

     The Selling  Shareholders  will pay all applicable  stock  transfer  taxes,
transfer fees and related fees and  expenses.  The Company will bear the cost of
preparing and filing the registration  statement and prospectuses and all filing
fees and legal and accounting  expenses in connection  with  registration  under
federal and state securities laws.

     The Company's  common stock  currently is traded on the OTC Bulletin  Board
stock exchange, under the ticker symbol: "GOCH:OB."

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS
         SHOULD CAREFULLY REVIEW THE 'RISK FACTORS' INDICATED BELOW.

          The Date of this Reoffer Prospectus is May 31, 2001.

     NO  DEALER,  SALESMAN  OR  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS
REOFFER  PROSPECTUS,  IN CONNECTION WITH THE OFFERING  CONTAINED HEREIN,  AND IF
GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED UPON AS
HAVING  BEEN  AUTHORIZED  BY THE  COMPANY.  THIS  REOFFER  PROSPECTUS  DOES  NOT
CONSTITUTE  AN OFFER  TO  SELL,  OR THE  SOLICITATION  OF AN  OFFER TO BUY,  THE
SECURITIES  COVERED BY THIS REOFFER PROSPECTUS TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.  NEITHER DELIVERY
OF THIS  REOFFER  PROSPECTUS  NOR ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY
CIRCUMSTANCES,  CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.

                                                                  Page 15 of 31

                        TABLE OF CONTENTS

AVAILABLE INFORMATION. .  . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . .  . . . . . . . . . . . 3

THE COMPANY. . . . . . . . . . . . . . .  . . . . 4

RISK FACTORS. . . . . . . . . . . . . . . . . . . 8

USE OF PROCEEDS. . . . . . . . . . . . . . . . . 13

SELLING SHAREHOLDERS. . . . . . . . . . . . .  . 13

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . .15

DESCRIPTION OF SECURITIES. . . . . . . . . . . . 16

LEGAL MATTERS. . . . . . . . . . . . . . . . . . 17

EXPERTS. . . . . . . . . . . . . . . . . . . . ..17

     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE  OFFERING  DESCRIBED  HEREIN  AND,  IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFERING IN ANY  JURISDICTION  TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE  UNLAWFUL  OR AN  OFFERING OF ANY  SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.

                                        -2-                       Page 16 of 31

                            AVAILABLE INFORMATION

     Gold Chain is subject to the  informational  requirements of the Securities
Exchange Act of 1934 (the 'Exchange  Act') and, in accordance  therewith,  files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the 'Commission').  Such reports, statements
and other  information  may be inspected  at and copies of such  material may be
obtained (at prescribed rates) from the public reference  facilities  maintained
by the Commission at 450 Fifth Street,  N.W.,  Washington,  DC 20549 (telephone:
1-800-SEC-0330),  and at  certain  of its  regional  offices:  at 5757  Wilshire
Boulevard,  Suite 500 East,  Los  Angeles,  CA  90036-3648;  219 South  Dearborn
Street, Chicago, IL 60604; and 75 Park Place, 14th Floor, New York, NY 10007; or
may be electronically  retrieved through the 'Edgar' system  administered by the
Commission, and accessible at http://edgar.sec.gov.

     This Reoffer  Prospectus,  which constitutes an exhibit to the registration
statement filed by the Company with the Commission  under the Securities Act, as
amended  (the  'Registration  Statement'),  omits  certain  of  the  information
contained  in the  Registration  Statement.  Reference  is  hereby  made  to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect  to  the  Company  and  the  Shares  offered  hereby.
Statements  contained herein concerning  document provisions are not necessarily
complete and, in each  instance,  reference is made to the copy of such document
filed as an exhibit to the Registration  Statement,  or otherwise filed with the
Commission. Such statements are qualified in their entirety by such reference.

                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference:

     (a) The  Registrant's  latest annual  report on Form 10-K,  filed April 16,
2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") containing audited financial  statements for the
Registrant's latest fiscal year ended December 31, 2000.

     (b) The Registrant's Quarterly Report on Form 10-Q, filed May 15, 2001, for
the quarter ended March 31, 2001.

     (c) The  description  of the class of securities to be offered as contained
in the Section 12 registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     (d) All  other  reports  subsequently  filed  by the  Company  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment that indicate that all securities  offered have been
sold or that deregister all securities then remaining unsold, shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of all such reports.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated by reference  herein shall be deemed to be modified or replaced for
purposes of this  Reoffer  Prospectus  to the extent that a statement  contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein modifies or replaces such statement.  Any such
statement so modified or replaced shall not be deemed,  except as so modified or
replaced, to constitute a part of this Reoffer Prospectus.

                                        -3-                       Page 17 of 31

     The Company undertakes to provide without charge to each person,  including
any beneficial owner, to whom this Reoffer Prospectus is delivered, upon written
or oral request by such person,  a copy of any document  referred to above which
has been or may be incorporated  herein by reference in this Reoffer Prospectus,
other  than  exhibits  to  such  documents  not  specifically   incorporated  by
reference.  Such  written or oral  request  should be directed to the  Corporate
Secretary of the Company and may be transmitted  by any of the following  means:
MAIL/COURIER - 44 West Broadway Street,  Suite 704-S,  Salt Lake City, UT 84101;
FAX - 801/355-6044; or E-MAIL - xyzmining@mailcity.com. For further information,
please refer to the Registration Statement.

     Each person  holding an option under the Plan will be provided  with copies
of all reports, proxy statements and other communications  generally distributed
to Gold Chain shareholders.

                                   THE COMPANY

BACKGROUND.

     THE  GOLD  CHAIN   MINING   COMPANY   ("Gold   Chain,"  the   "Company"  or
"Registrant"),  organized on August 19, 1907, is a U.S. mineral resource company
registered, from inception, as a Utah corporation.

     Located within the historic Tintic Mining  District  (organized on December
13, 1869) in Juab County, Gold Chain was part of a once-thriving mining district
with worldwide  acclaim.  The Tintic Mining  District was listed in the National
Register of Historic Places in 1979.

     Gold Chain, a subsidiary of Mammoth Mining  Company  ("Mammoth"),  a Nevada
corporation, is authorized to conduct business in Utah.

     Mammoth  currently  owns,  at the  time of this  filing,  approximately  37
percent (37%) of the total amount of issued and outstanding shares of Gold Chain
common stock ("Gold Chain Common Shares"). Neither Gold Chain nor Mammoth is, or
has been, involved in any bankruptcy,  receivership or similar proceeding;  and,
other  than in the  ordinary  course of  business,  there  has been no  material
reclassification,  consolidation,  merger,  or purchase or sale of a significant
amount of assets, of either company.

EXECUTIVE OFFICES.

     Gold  Chain's  Executive  Offices,  together  with its  Corporate  Research
Facility and Geological Library, are located in Mammoth Town, Utah.

SUBSIDIARIES AND RELATED COMPANIES.

     Gold Chain does NOT have any subsidiaries.

TRADING AND REPORTING HISTORY.

     Gold Chain's  common stock was listed on the  Intermountain  Stock Exchange
from 1908 and filed annual  reports with that exchange  until it closed in 1985.
Following  passage of the  Securities  Act of 1933, as amended (the "1933 Act"),
and the  Securities  Exchange  Act of 1934,  as amended  (the "1934  Act"),  the
Company also reported to the SEC. Gold Chain ceased filing periodic reports with
the SEC in  1985,  but  has  continued  filing  annual  reports  with  the  Utah
Department of Commerce, Corporation Division.

     Gold Chain is  currently  listed on the OTCBB and  trades  under the symbol
GOCH.OB.

JOINT VENTURES.

     The  Company has  neither  entered  into,  nor  participates  in, any joint
venture arrangements.

RECENT CHANGES IN OWNERSHIP.

     In February,  1994, the Jefferson-Pacific  Corp., a closely-held Washington
corporation ("Jefferson-Pacific"),  purchased a little over Eighty percent (80%)
of Mammoth's then issued and outstanding  shares of common stock from the Samuel
McIntyre  Investment  Company and several  persons with large  shareholdings  in
Mammoth.  Jefferson-Pacific also purchased approximately Two percent (2%) of the
then-issued  and  outstanding  Gold  Chain  Common  Shares.  At the time of that
purchase  Mammoth owned  approximately  Sixty One percent(61%) of the Gold Chain
Common  Shares.  Thus, by purchasing  Eighty  percent (80%) of Mammoth's  common
stock,  Jefferson-Pacific  also  gained  majority  control of Gold Chain  Common
Shares.

                                        -4-                       Page 18 of 31

     In September, 1994, the Jefferson-Pacific  shareholders completed a plan of
reorganization  and share  exchange with  Centurion  Mines  Corporation,  a Utah
corporation  ("Centurion"),  that  was  reorganized  in  February  1998 as Grand
Central Silver Mines, Inc. ("Grand Central", Nasdaq SmallCap: "GSLM"). The share
exchange  resulted in  Centurion/Grand  Central  owning the Eighty percent (80%)
control block of Mammoth common shares and majority control of Gold Chain Common
Shares, including ownership of the Two percent (2%) of Gold Chain Common Shares.

     Mammoth and Gold Chain became subsidiaries of Centurion/Grand  Central, and
their  financial data was fully  consolidated  into the financial  statements of
Centurion/Grand Central.

     In April,  1998,  Grand Central  filed a lawsuit  against Mr. Spenst Hansen
("Hansen"),  Keystone Surveys,  Inc., a closely-held Utah corporation controlled
by  Hansen   ("Keystone"),   and  three  other  closely-held  Utah  corporations
controlled by Hansen (Hansen,  Keystone and the three  corporations are referred
to,  collectively,  as the  "Hansen  Parties").  Hansen had been a director  and
executive  officer of Centurion  from its  incorporation  in June 1984 until his
retirement in February  1998,  and has been a Director of Gold Chain and Mammoth
since April 1995, and their President and Board Chairman since June 1997.  Grand
Central's  causes of action  alleged  breach of  contract,  breach of  fiduciary
duties and securities violations, which the Hansen Parties denied.

     In July 1998, Grand Central settled the lawsuit,  which occurred before the
Hansen Parties had filed their answer and counterclaim. The Hansen Parties would
have alleged serious fiduciary and contractual  breaches and numerous violations
of federal and state  corporate  and  securities  laws against Grand Central and
certain members of its newly reorganized management.

     The settlement resulted in the dismissal,  with prejudice,  of all of Grand
Central's causes of action against the Hansen Parties,  without any admission or
finding of  wrongdoing  by any of the parties.  In settling  the lawsuit,  Grand
Central,  as  successor to  Centurion,  subsequently  transferred  to Hansen its
Eighty  percent (80%) control block of Mammoth common shares and all of the Gold
Chain Common Shares it then owned or had acquired,  and also  transferred all of
the patented  mining claims it owned in the Tintic Mining district (Juab County,
Utah) to Keystone.

     In exchange,  the Hansen Parties gave cash and transferred  shares of Grand
Central common stock owned by the Hansen  Parties to Grand Central.  As a result
of this settlement,  Hansen gained control of Mammoth's  ownership of a majority
control block of the Gold Chain Common Shares.

RECENT PROPERTY PURCHASE.

     On June 21, 1999, the Company's Board of Directors authorized the purchase,
from  Keystone,  of nine (9)  additional  patented  mining claims located in the
Tintic Mining district. In exchange for the nine (9) patented mining claims, the
Board  approved the issuance of 600,000  shares of the Company's  Common Shares.
This  transaction,  not  negotiated  with care to avoid  being  over-reached  or
imposed upon  (arms-length),reduced  Mammoth's  ownership of Gold Chain stock to
Thirty  Seven  percent  (37%) and gave  Keystone  control of almost  Thirty Four
percent (34%) of Gold Chain's Common Shares.

     Mammoth and Keystone,  which are both  controlled  by Hansen,  together own
almost Seventy One percent (71%) of the Gold Chain Common Shares.

     Hansen  continues  to serve as Gold Chain's  President  and Chairman of its
Board of Directors.

                                        -5-                       Page 19 of 31

PATENTS, TRADEMARKS, LICENSES, FRANCHISES.

     Gold Chain does NOT own any patents, trademarks,  licenses,  franchises, or
concessions,  except for patented  mining claims  granted by the  government and
private land owners.

LONG-TERM GOAL AND OBJECTIVES.

     Gold  Chain's   long-term   business  goal  is  focused  on  advancing  the
exploration,  development and mining potential of the mining properties it owns.
The Company's  intermediate  objectives  for funding and advancing this goal are
two-fold:  First,  it  seeks  to  re-establish  itself  as  an  active  business
operation.

     Second,  it will seek to  obtain  capital  funds,  preferably  from  equity
investment sources, but also by participation in joint business arrangements.

     At  present,  the  Company is focused on  accomplishing  the first of these
intermediate objectives.  When that objective nears completion,  Management will
then be able to more specifically  determine the necessary  short-term plans and
strategies  best  suited  to  accomplishing   the  second  of  its  intermediate
objectives.  In this method,  the Company  expects,  ultimately,  to achieve its
long-term goal of creating an on-going source of positive cash-flow from mineral
development, exploration and mining.

BUSINESS PLAN.

     Management continues to develop its business plan, if justified,  to resume
mineral  exploration and  development of the Company's  mineral  properties.  To
finance  these  activities,  the  Company  may seek to  receive  income  through
property  sales,  or  through  a  joint  venture,  or  other  form  of  business
arrangement with a larger and better capitalized mining company.

     As the Company is organized for the purpose of "...  transacting any lawful
act or activity for which  corporations  may be organized under the Utah Revised
Business  Corporation  Act  (Restated  Articles of  Incorporation,  ARTICLE II -
PURPOSE)",  the Company may or may not entertain potential merger candidates who
are NOT engaged in the business of mineral exploration and / or mining.

     While the Company should be considered a viable  Development Stage Company,
in the event the Company  does  successfully  acquire or merge with an operating
business opportunity,  it is likely that the Company's present shareholders will
experience substantial dilution and there is the further possibility of a change
in control of the Company.

     Any target  acquisition  or merger  candidate  of the  Company  will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least the two most  recent  fiscal  years or,  in the  event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

     If  warranted  by future  events,  Gold  Chain may or may not  explore  and
develop  its  properties  on its own  account.  However,  the  Company  does not
contemplate  expanding  its  mining  operations  outside  the  United  States of
America.

CURRENT DEVELOPMENTS.

     Gold Chain is a viable  development  stage  company.  While it is an active
Utah  corporation  in good standing  with the State of Utah,  the Company is NOT
currently  entertaining  a potential  merger or  acquisition  transaction  under
discussion  with any  other  entity.  Nonetheless,  the Board of  Directors  has
determined that the best interests of the Company and its  shareholders  will be
served by filing this registration  statement with the SEC on a voluntary basis,
and subsequently filing periodic reports and other forms with the SEC.

                                        -6-                       Page 20 of 31

     As a result of filing this and other registration  statements,  the Company
obligates  itself to continue to file with the  Commission  certain  interim and
periodic  reports,  including  an annual  report  containing  audited  financial
statements.

     The Company intends to continue to voluntarily  file these periodic reports
under the Exchange Act even if its  obligation to file such reports is suspended
under applicable provisions of the Exchange Act.

SEASONABILITY.

     Gold  Chain's  business is generally  not seasonal in nature  except to the
extent that weather conditions at certain times of the year may affect access to
some of its properties at higher elevations.

NUMBER OF EMPLOYEES.

     At present, Gold Chain does NOT have any paid employees.  Should it succeed
in obtaining  working capital,  the Company intends to contract for the services
of 1 or 2 part-time employees,  and may also enter into contractual arrangements
with 1 or more  consultants.  Gold Chain may or may not contract with additional
employees or consultants from time to time,  depending upon the circumstances of
its  operations.   Any  consultants  retained  by  the  Company  are  considered
independent contractors.

SECURITIES ISSUANCES.

     The  Company's  Articles of  Incorporation  authorize it to issue up to ten
million (10,000,000) shares.

     During fiscal 2000, the Company issued a total of 1,055,524 shares.

GOVERNMENT REGULATION OF ENVIRONMENTAL CONCERNS.

     Gold Chain remains  committed to complying with various federal,  state and
local  provisions  that regulate the discharge of materials into the environment
and  govern  the  conduct  of  mining  activities  for  the  protection  of  the
environment.  To its knowledge,  the Company was in full  compliance  with these
environmental  regulations  during  fiscal 2000 and intends to continue to fully
comply in fiscal 2001.

     Gold Chain is neither listed on any know environmental  cleanup roster, nor
is Gold Chain listed as a "superfund" site.

     To fulfill its environmental compliance obligations, Gold Chain must attend
to the complex requirements of laws encompassing  jurisdictional  authority over
matters  affecting  land,  mineral  rights and/or the surface under which mining
activities are proposed.  Such  compliance  may  materially  affect Gold Chain's
capital expenditures, earnings and competitive position in the following general
areas:

     1) surface impact, 2) water acquisition, 3) site access, 4) reclamation, 5)
wildlife  preservation,  and 6)  permit  and  license  qualification.  To  date,
compliance  has not had a material  financial  effect on Gold Chain  because its
activities have not had a material and significant impact on the environment.

     As the  Company  becomes  more  active on its  properties,  however,  it is
reasonable  to expect  that  compliance  with  environmental  regulations  could
substantially  increase in cost. Such future compliance could include performing
feasibility studies on the surface impact of the Company's proposed  operations;
minimizing   surface  impact,   water  treatment  and  protection;   reclamation
activities  including  rehabilitation  of various sites; and on-going efforts at
alleviating the mining impact on wildlife.  Moreover,  governmental agencies may
require  permits or bonds from year to year to ensure the  Company's  compliance
with applicable regulations.

     During  fiscal 2000,  Gold Chain did not engage in any activity  that would
have required,  and no governmental agency required, it to obtain any permits or
bonds,  or  otherwise  cause the  Company to expend any funds to comply with any
material  environmental  regulation.  Moreover,  the Company does not anticipate
that any  reclamation  bonding will be required  during  fiscal 2001,  or in the
reasonably foreseeable future.

                                        -7-                       Page 21 of 31

     Gold  Chain does NOT  anticipate  any  material  capital  expenditures  for
environmental  control  facilities  during  fiscal  2001.  The  cost  of  future
compliance affecting the Company's mineral properties may depend upon the extent
and type of exploration and testing required.

     There can be no assurance,  however, that Gold Chain will be able to comply
with all requirements imposed on any such future development, or that it will be
able to economically  operate or pursue  exploration and development  activities
under future regulatory provisions.

RISK FACTORS

     Investment  in  Gold  Chain's   securities   should  be  considered  highly
speculative.  The Company has no recent operating  history and is subject to all
of the risks inherent in developing a business enterprise.

     The Company needs additional  capital and has NO revenues.  There exist, or
may exist,  non-arms length  transactions with related parties that at times may
or may not involve  conflicts of interest.  Furthermore,  it should be carefully
noted that Gold Chain does NOT  anticipate  paying any  dividends  on its common
stock.  In brief,  the Company's  securities  involve a high degree of risk. The
reader is cautioned, therefore, to carefully read this registration statement in
its  entirety and to seriously  consider all of the factors and  financial  data
that are disclosed  here,  in  particular,  the specific risk factors  described
below.

RISK FACTORS RELATED TO COMPANY

     1. RECENT STATUS AS A NON-REPORTING,  NON-TRADED PUBLIC COMPANY. Gold Chain
obligated  itself  as a fully  reporting  company  with its  submission  of FORM
10SB12G on Aug 9, 1999, Commission File Number: 1-1767.

     The uncertain  likelihood that its business and a market for its securities
will be successful  must be  considered in light of the potential  difficulties,
complications,  problems,  expenses and / or delays  frequently  encountered  in
connection with a new business in general.  These same factors may be compounded
by even  greater  risks,  particularly  those  characteristic  of a  speculative
industry like mining exploration and development,  and may be adversely affected
by the  competition  in the industry and the strict  regulatory  environment  in
which Gold Chain will operate.

     2.   EXPLORATION   (DEVELOPMENT   STAGE)   COMPANY.   Mineral   exploration
(particularly  gold and silver),  is highly speculative in nature, is frequently
nonproductive, and involves many risks, often greater than those involved in the
actual mining of mineralization.

     Such  risks may be  considerable  and may add  unexpected  expenditures  or
delays in the  Company's  plans.  There can be no  assurance  that Gold  Chain's
mineral  exploration  activities  will  be  successful  or  profitable.  Even if
mineralization  is  discovered,  it may take a number of years from the  initial
phase of drilling until  production is possible,  during which time the economic
feasibility  of production  may change.  Furthermore,  there can be no assurance
that a determination of economic  feasibility will apply over time because it is
based  partly on  assumptions  and factors that are subject to  fluctuation  and
uncertainty,  such as, for example,  metal  prices,  production  costs,  and the
actual quantity and grade of ore recoverable.

                                        -8-                       Page 22 of 31

     3. AUDITOR'S GOING CONCERN OPINION. Gold Chain's management has reactivated
the Company and is voluntarily registering its common stock with the SEC to make
Gold Chain more  attractive  to potential  investors.  Management  believes that
being a reporting company under the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  could  provide  a  prospective  merger  or  acquisition
candidate  with  additional  information  concerning  the Company.  In addition,
Management  believes  that this might make the  company  more  attractive  to an
operating business opportunity as a potential business combination candidate.

     However,  the Company  cannot  provide any  assurances  that it will obtain
future capital, or if so, that the amount raised will be sufficient to establish
the Company as a going concern.

     4.  ACCUMULATED  NET LOSS;  NOMINAL  WORKING  CAPITAL.  Gold  Chain has NOT
commenced  significant  business  operations as of the date of this filing.  The
Company remains in the development stage. Accumulated deficits and the potential
for future  deficits in working capital are losses that are expected to continue
in to the  foreseeable  future  because the Company's  operations are subject to
numerous  risks that are  associated  with a  development  stage  company in the
mining industry.

     5. LACK OF REVENUE.  Gold Chain needs additional  capital but currently has
no revenues.  Substantial  expenditures  are required to establish  ore reserves
through  drilling,   to  determine   metallurgical   processes  to  extract  the
mineralization  from the ore and, in the case of new  properties,  to  construct
mining and processing facilities.

     The Company lacks a constant and continual flow of revenue. Currently, Gold
Chain does NOT have royalty  interests in any mining  production or  properties.
There is no assurance  that the Company will obtain any such royalty  interests,
or that if so, it will receive any royalty  payments,  or that it will otherwise
receive  adequate  funding to be able to finance its exploration and development
activities.

     Further,  Gold Chain intends to seek revenue  sources on an on-going basis,
but  there  can be no  assurance  that such  sources  can be  found,  or that if
available,  the terms of such financing will be  commercially  acceptable.  This
lack of consistent revenue  detrimentally affects the Company's progress because
it needs  additional  capital to fund business  development  and exploration and
development  operations,  and  to  acquire  additional  mineral  properties,  if
warranted.

     6. REGULATORY CONCERNS.  Environmental and other government  regulations at
the federal,  state and local level  pertaining  to the  Company's  business and
properties may include:  (a) surface  impact;  (b) water  acquisition;  (c) site
access; (d) reclamation;  (e) wildlife  preservation;  (f) licenses and permits;
and, (e)  maintaining  the fees for unpatented  mining claims.  See  "Government
Regulation of Environmental Concerns," above.

     7.  RETENTION AND ATTRACTION OF KEY  PERSONNEL.  Gold Chain's  success will
depend,  in large part,  on its ability to retain and attract  highly  qualified
personnel,  and to  provide  them with  competitive  compensation  arrangements,
equity participation and other benefits.  There is no assurance that the Company
will be successful in retaining or attracting  highly  qualified  individuals in
key management positions.

     8. RELIANCE UPON DIRECTORS AND OFFICERS.  At present,  Gold Chain is wholly
dependent upon the personal efforts and abilities of its officers and directors,
who exercise control over its day-to-day  affairs.  There can be no assurance as
to the volume of business,  if any,  that the Company may succeed in  obtaining,
nor that its proposed operations will prove to be profitable.

     9. OFFICERS AND DIRECTORS INDEMNIFICATION FOR SECURITIES LIABILITIES.  Gold
Chain's Articles of  Incorporation  and Bylaws provide that it may indemnify any
Director,   Officer,  agent  and/or  employee  against  certain  liabilities  as
specified in the Revised Utah Business  Corporation  Act.  Also, the Company may
purchase and maintain  insurance on behalf of any such person  whether or not it
would have the power to  indemnify  that person  against the  liability  insured
against. The foregoing  indemnification could result in substantial expenditures
by the Company and prevent any monetary recovery from such Officers,  Directors,
agents and  employees  for losses  incurred  by the Company as a result of their
actions.  It is the  Company's  understanding  that,  in the opinion of the SEC,
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable with respect to any claim, issue,  question, or matter
of liability touched upon by the federal securities laws and regulations.

                                        -9-                       Page 23 of 31

     10. NO  DIVIDENDS.  Holders of the  Company's  common stock are entitled to
receive  dividends  when,  as and if declared by the Board of  Directors  out of
funds legally  available for that purpose.  To date, Gold Chain has NOT paid any
cash  dividends.  The Board  does NOT  intend to declare  any  dividends  in the
foreseeable future, but instead intends to retain all earnings,  if any, for use
in the Company's business  operations.  Even if the Board desired to declare any
dividends,  the  Company's  ability  to do so would  very  likely be  restricted
because the Company is seeking  outside  financing and most financing  covenants
prohibit such declarations.

     11. PREEMPTIVE  RIGHTS,  CUMULATIVE VOTING AND CONTROL.  In accordance with
the Company's  Articles of Incorporation  and Bylaws and the laws of Utah, there
are no preemptive rights in connection with Gold Chain's Common Stock. There can
be no assurance  that Gold Chain  shareholders  might not be further  diluted in
their percentage ownership of the Company's stock in the event additional shares
were to be issued by Gold Chain in the future.  Moreover,  cumulative  voting in
electing Directors is NOT provided for. Accordingly, the holder(s) of a majority
of the Company's outstanding shares, present in person or by proxy, will be able
to  elect  all of its  Directors.  See  the  section  entitled  "Description  of
Securities," at page 24.

     12. VOTING CONTROL OWNED BY ENTITIES THAT ARE CONTROLLED BY ONE PERSON.  As
of the date of this filing, Mammoth Mining Company owns approximately 37 percent
(37%) of the Company's  outstanding  common stock, and Keystone  Surveys,  Inc.,
owns approximately 34 percent (34%).

     Mr. Spenst Hansen, an executive  officer and director of the Company,  owns
the closely-held  Keystone, and holds greater than 80 percent (80%) of Mammoth's
outstanding common stock. This control gives Mr. Hansen the ability to elect all
of Gold Chain's directors, who in turn elect all executive officers, potentially
without regard to the votes of all other stockholders.

     13.  MARKET FOR COMMON STOCK;  MARKET FOR SHARES.  The Company is currently
listed on the OTC Bulletin Board,  administered  by the National  Association of
Securities Dealers, Inc. ("NASD")under the trading symbol: GOCH.OB

     The market and price for shares of the Company's  common stock is likely to
be extremely  volatile.  Numerous other factors beyond the Company's control may
have significant  impact,  from time to time, on its common stock,  with adverse
consequences.  For example, stock markets generally experience extreme price and
volume fluctuations that can, and do, greatly affect the stock trading of "small
capital" companies such as Gold Chain. These fluctuations often are unrelated to
the operating  performance of those  companies.  Further,  in  conjunction  with
changes  in other  economic  and  political  conditions,  all such  factors  and
uncertainties  may  adversely  affect the market for and price of the  Company's
common stock.

     14. RISKS OF PENNY STOCK.  The Company's common stock is considered to be a
"penny  stock"  because  it  meets  one or more of the  definitions  in SEC Rule
3a51-1:  (i) it has a price less than five  dollars  per  share;  (ii) it is NOT
traded on a recognized" national exchange;  (iii) it is NOT quoted on the NASD's
automated  quotation system (NASDAQ),  or even if so, has a price less than five
dollars per share;  OR (iv) is issued by a company with net tangible assets less
than  $2,000,000,  if  in  business  more  than  three  years  continuously,  or
$5,000,000,  if in business less than  continuous  three years,  or with average
revenues of less than $6,000,000 for the past three years.

     At such time as the Company meets the relevant requirements, it may attempt
to qualify for listing on either NASDAQ or a national securities  exchange,  but
there can be no assurance of this.

                                       -10-                      Page 24 of 31

     15.  BROKER-DEALER  REQUIREMENTS  MAY AFFECT TRADING.  Section 15(g) of the
Securities  Exchange Act of 1934, as amended,  and Rule 15g-2 of the  Securities
and  Exchange  Commission  require  broker-dealers  dealing  in penny  stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.

     Potential  investors in the Company's  common stock are urged to obtain and
read such disclosure  carefully before  purchasing any shares that are deemed to
be "penny stock." Moreover, Rule 15g-9 of the Securities and Exchange Commission
requires  broker-dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

     16. PUBLIC,  NON-AFFILIATE  SHAREHOLDERS WILL SUFFER THE GREATEST LOSSES IF
THE COMPANY IS UNSUCCESSFUL.  If Gold Chain's future  operations are successful,
the present  shareholders  who are not  affiliates  of the Company could realize
benefits from Gold Chain's growth.

     However,  if the Company's future operations are unsuccessful,  persons who
purchase  its  securities  by  means  of  a  subsequent   registration  to  sell
securities, or other type of public or private offering, likely will sustain the
principal loss of their cash investment.

     17.  POTENTIAL FUTURE SALES PURSUANT TO RULE 144. At December 31,2000 there
were issued and  outstanding  approximately  2,130,308  shares of the  Company's
common stock, of which 1,860,524.00 are "restricted securities," as that term is
defined in Rule 144 promulgated under the 1933 Act.

     In general under Rule 144 a person (or persons whose shares are aggregated)
who has satisfied a one (1) year holding period, may sell within any three month
period,  an amount of shares  which does not exceed the  greater of One  percent
(1%) of the then  outstanding  shares of common  stock,  or the  average  weekly
trading volume during the four calendar weeks prior to such sale.  Rule 144 also
permits the sale of shares,  under certain  circumstances,  without any quantity
limitation,  by  persons  who are not  affiliates  of  Registrant  and who  have
beneficially owned the shares for a minimum period of two (2) years.  Hence, the
possible  sale of  those  restricted  shares  may,  in the  future,  dilute  the
percentage of free-trading shares held by a shareholder or subsequent  purchaser
of  these  securities,  and may have a  depressive  effect  on the  price of the
Registrant's  securities.  Further,  such  sales,  if  substantial,  might  also
adversely effect Registrant's ability to raise additional equity capital.

RISK FACTORS RELATED TO COMPANY'S PROPERTY

     18. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND ADDITIONAL CAPITAL
NEEDS. The ultimate realization of Gold Chain's investment in mineral properties
is dependent  upon,  among other factors,  the success of future property sales,
the existence of economically  recoverable reserves,  the ability of the Company
to obtain financing or make other  arrangements  for  development,  and upon the
profitability of prospective production.

                                       -11-                       Page 25 of 31

     There  presently  exists  uncertainty  and  no  assurances   regarding  the
Company's  expectation of acquiring  sufficient  funds to finance its operations
for fiscal 2000 and beyond.  Gold Chain does NOT have sufficient  capital of its
own to  implement  a  full-fledged  business  development  plan or  finance  its
intended  operations,  let alone to explore and develop its mineral  properties.
There can be no assurance  that the Company will be  successful in obtaining the
required funds to finance its long-term capital needs.

     19. ABSENCE OF RECENT MINING ACTIVITY. There has been no significant mining
activities on these  properties  recently,  except for limited  exploration  and
development  work. After  Centurion,  no other mining company or entity has made
any offer to  purchase,  lease,  or engage in any other  transaction,  such as a
joint  venture,  with  respect to Gold  Chain's  property.  Although the Company
incurs only nominal expense to preserve its ownership and maintain its property,
it receives from them no revenue or other income for that purpose.

     20.  UNCERTAINTY  OF  DEMAND  FOR  TINTIC-TYPE,  OXIDIZED  ORE.  Due to the
development  of modern  hydrometallurgical  processes,  the  absence of suitable
smelters,  and  the  availability  of  more  cost-effective  techniques,  it  is
uncertain  what the  future  level of  demand  will be for the type of  oxidized
mineralization  present on the Company's  properties.  Also, the amount it could
cost to reopen and finance a mining  operation  is likely to be  dependent  upon
several factors. These include:  acceptable price levels of the relevant metals;
milling and  smelting  availability;  fluctuations  in market  demand over time;
extent  of  competition  with  other   companies;   availability  of  acceptable
construction  costs;  availability  of acceptable  labor costs;  feasibility  of
obtaining economical housing facilities;  manageable equipment costs;  realistic
capital costs; and the acceptability of other price and cost variables.

     21.  RELIANCE UPON  ESTIMATES  AND  ASSUMPTIONS.  Exploration  stage mining
companies use the evaluation work of professional geologists, geophysicists, and
engineers  to make  estimates in  determining  whether to acquire an interest in
property,  or to commence  exploration  and  development  work.  These estimates
generally rely on scientific and economic assumptions, and in some instances may
not be correct.  The economic viability of a property cannot be determined until
extensive   exploration   and   development   work  has  been  conducted  and  a
comprehensive  feasibility study performed. That could result in the expenditure
of substantial  amounts of money on a property  before it even can be determined
whether or not the property contains economically recoverable mineralization. No
feasibility  studies have been performed on Gold Chain's properties because they
yet require  considerable  exploration and development  work.  Moreover,  market
prices of minerals  produced  are subject to  fluctuation,  which may  adversely
affect the economic  viability of  properties  on which  expenditures  have been
made.  The  Company is not able to  presently  determine  whether or not, or the
extent to which, such risks may adversely affect its strategy and business plan.

     22.  UNCERTAINTY  OF  TOPOGRAPHICAL  EFFECT ON  EXPLORATION.  The Company's
properties are located in mountainous  terrain.  Because the surface of the land
has a topographic  relief of over 800 feet, any ruggedness in the overlying area
could  affect  the  location  of  drilling  sites  and  shafts,  as  well as the
construction  of industrial  facilities.  It also could require that  additional
development or drilling on the property be accessed below ground. These outcomes
are uncertain at present,  and the Company cannot provide  assurances  that they
will not have a  materially  adverse  effect on the  ability of the Company or a
business partner to conduct mining activities.

     23. UNCERTAIN CONDITION OF MINE WORKINGS.  There are no surface mine shafts
or usable  headframes  on the  Company's  property.  Moreover,  the  underground
workings  have been  inactive  for many years due to the absence of  significant
exploration,  development and production  activities on Gold Chain's  properties
since the  1930's.  There are  tunnels  with  portals,  however,  that  could be
reconditioned  for later use to gain  underground  access  to the  workings  for
renewed development and exploration on the Company's property. Considerable cost
would be incurred  to  recondition  shafts,  drifts,  tunnels,  winces and other
workings,  as well as to re-equip hoisting bases and framework.  It is uncertain
whether  and  to  what  extent  the   workings   themselves,   as  well  as  any
rehabilitation  of them,  could expose the Company to  environmental  and safety
concerns. If so, remediating these concerns could require expending an uncertain
amount of funds to render the workings  safe,  acceptable,  and  environmentally
sound.

                                       -12-                       Page 26 of 31
                                    OTHER BUSINESS RISK FACTORS

     24.  COMPETITIVE  CONDITIONS IN THE INDUSTRY.  Mining companies  compete to
obtain favorable  mining  properties and to evaluate  exploration  prospects for
drilling,  exploration,  development,  and mining.  Gold Chain faces competition
from certain other similarly situated junior mining companies in connection with
the  acquisition of properties  capable of profitably  producing  gold,  silver,
copper and other mineralization. However, the Company is unable to ascertain the
exact  number of  competitor  companies,  or  whether  or when such  competitors
competitive  positions could improve.  Thus, Gold Chain may be unable to acquire
or develop  attractive  mining  properties on terms  acceptable  to  Management.
Accordingly, there can be no assurance that such competition, although customary
in the mining  industry,  will not result in delays,  increased  costs, or other
types of adverse consequences affecting Gold Chain, nor that Gold Chain programs
will yield commercially mineable reserves.

     USE OF PROCEEDS

     The  Shares  have  been or will be issued to the  Selling  Shareholders  as
awards  under the Plan.  Pursuant  to the  Registration  Statement,  the Selling
Shareholders  may offer their Shares for their own  respective  accounts and the
Company will not receive any part of the proceeds from the sale thereof.

     SELLING SHAREHOLDERS

     The Selling  Shareholders  are  officers  and  directors of the Company and
other shareholders, such as consultants and advisors who are eligible to receive
Shares pursuant to awards made under the Plan.  These include  shareholders  who
own  5%  or  more  of  the  outstanding   Shares  of  the  Company   ('Principal
Shareholders').  As of the date of this Reoffer Prospectus, awards of the Shares
and  options to acquire  Shares  have been made under the Plan to the  following
Principal Shareholders, officers and directors:

 PRINCIPAL SHAREHOLDERS     AUTHORIZED          ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
Spenst M. Hansen               300,000           115,000       (1)
Salt Lake City, Utah

Keystone Surveys, Inc.            265,000            70,000       (2)
Salt Lake City, Utah

OFFICERS AND DIRECTORS         AUTHORIZED          ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
Spenst M. Hansen               -see above-       -see above-
Blane Van Pletzen                 135,000            35,000       (3)
Carlos M. Chavez               185,000            85,000       (4)
Elizabeth Knowlton                 35,000            35,000       (5)
Randy Sutherland                   30,000            30,000       (6)
AUTHORIZED (RESERVED)              50,000              --         (7)

OTHERS                         AUTHORIZED               ISSUED     (footnotes)
-------------------------     ------------      ------------  -----------
AUTHORIZED (RESERVED)             500,000              --         (8)

                  TOTALS:       1,500,000           370,000
=========================     ============      ============

                                       -13-                       Page 27 of 31

     (1)  Represents an initial grant to MR. HANSEN of 15,000 shares for each of
the 3 quarters between January 1 and September 30, 1998, and an authorized award
to grant 15,000 shares for each of the 17 quarters  between  October 1, 1998 and
December  31,  2002,  as partial  compensation  for his  service as a  director,
officer  and CEO of the  Company.  The amount  issued to date,  115,000  shares,
consists of 10,000 shares from the initial grant of 45,000 shares,  plus 105,000
shares accrued under the 15,000 share  quarterly  award for his services  during
the 7 quarters  between  October 1, 1998 and June 30, 2000. To date,  Mr. Hansen
has accrued an  additional  amount of 95,000  unissued  shares that have or will
have vested within the next 60 days, consisting of 35,000 shares remaining to be
issued from the initial  grant of 45,000  shares,  and 60,000 shares for service
during the 4 quarters between July 1, 2000 and June 30, 2001. Thus, of the total
authorized amount of 300,000 shares,  210,000 are deemed to be vested and 90,000
shares are not vested as of the date of this filing.

     (2) Represents an authorized  award to grant Keystone  Surveys 5,000 shares
per month for the 53 months  between  August 1, 1998 and December  31, 2002,  in
lieu of rental  payment for the  Company's  use of office  space,  equipment and
other related general and administrative  expenses.  To date, 70,000 shares have
been issued as rental  compensation for the 14 months between August 1, 1998 and
September 30, 1999.  Keystone Surveys has accrued an additional 105,000 unissued
shares that have or will have vested within the next 60 days,  for the 21 months
between October 1, 1999 and June 30, 2001. Thus, of the total authorized  amount
of 265,000  shares,  175,000  are deemed to be vested and 90,000  shares are not
vested as of the date of this filing.

     (3) Represents an initial grant to MR. VAN PLETZEN of 5,000 shares for each
of the 7 quarters  between  October 1, 1998 and June 30, 2000, and an authorized
award to grant 10,000  shares for each of the 10 quarters  between July 1, 2000,
and December 31, 2002, as partial compensation for his service as a director and
officer of the Company.  To date, Mr. Van Pletzen has received the initial grant
of 35,000 shares and has accrued an additional  40,000 unissued shares that have
or will have  vested  within  the next 60 days,  for his  services  during the 4
quarters  between July 1, 2000 and June 30, 2001.  Thus, of the total authorized
amount of 135,000  shares,  75,000 are deemed to be vested and 60,000 shares are
not vested as of the date of this filing.

     (4)  Represents  an initial grant to MR. CHAVEZ of 5,000 shares for each of
the 3 quarters between January 1 and September 30, 1998, and an authorized award
to grant 10,000 shares for each of the 17 quarters  between  October 1, 1998 and
December 31, 2002, as partial compensation for service as a director and officer
of the  Company.  The amount  issued to date,  85,000  shares,  consists  of the
initial  grant of 15,000  shares,  plus 70,000  shares  accrued under the 10,000
share quarterly award for his services during the 7 quarters  between October 1,
1998 and June 30, 2000. To date, Mr. Chavez has accrued an additional  amount of
40,000 unissued shares that have or will have vested within the next 60 days for
service during the 4 quarters  between July 1, 2000 and June 30, 2001.  Thus, of
the total authorized  amount of 185,000 shares,  125,000 are deemed to be vested
and 60,000 shares are not vested as of the date of this filing.

     (5) Represents an initial grant to MR.  SUTHERLAND of 5,000 shares for each
of the 6  quarters  between  January  1,  1999  and June 30,  2000,  as  partial
compensation for his service as an officer of the Company.  Mr. Sutherland is no
longer a Company officer.  He has not accrued any additional shares that have or
will have vested  within the next 60 days.  The 30,000  shares issued to date is
the total amount that are deemed to be vested, and as of the date of this filing
no additional amount of shares is authorized.

     (6) Represents an initial grant to MS. KNOWLTON of 5,000 shares for each of
the  7  quarters  between  October  1,  1998  and  June  30,  2000,  as  partial
compensation  for her service as an officer of the Company.  Ms.  Knowlton is no
longer a Company officer. She has not accrued any additional shares that have or
will have vested  within the next 60 days.  The 35,000  shares issued to date is
the total amount that are deemed to be vested, and as of the date of this filing
no additional amount of shares is authorized.

                                       -14-                       Page 28 of 31
28

     (7) The Company has authorized  50,000 shares,  which may be awarded before
December  31,  2002,  that are  reserved  in the event  additional  officers  or
directors are elected or appointed.

     (8) The Company has authorized 500,000 shares,  which may be awarded before
December 31, 2002,  that are reserved for use in  compensating  consultants  and
advisors  under the Plan,  or which the Committee or Board may grant at its sole
discretion in any lawful and permissible awards made under the Plan.

     As further awards of the Shares and options to acquire the Shares under the
Plan are made to Selling  Shareholders  and as  Principal  Shareholders  acquire
Shares upon the exercise of stock options  awarded under the plan,  this Reoffer
Prospectus  shall be  updated to reflect  those  awards.  As of the date of this
Reoffer  Prospectus,  the  officers  and  directors of the Company and the other
Principal  Shareholders  are those persons listed in the Company's Annual Report
on Form 10-K, as amended,  for the period ended  December 31, 2000, on file with
the Commission.

PLAN OF DISTRIBUTION

     The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in the  over-the-counter  market,  or otherwise at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated transactions.

     The Shares may be sold in one or more of the following ways:

     (a) a block trade in which the broker or dealer so engaged  will attempt to
sell the Shares as agent but may  position  and resell a portion of the block as
principal to facilitate the transaction;

     (b) purchase by a broker or dealer as  principal  and resale by such broker
or dealer for its account pursuant to this Reoffer Prospectus.

     (c) ordinary  brokerage  transactions  and transactions in which the broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
Selling  Shareholders  may arrange for other brokers or dealers to  participate.
Brokers or dealers  will  receive  commissions  or  discounts  from the  Selling
Shareholders  in amounts to be negotiated  immediately  prior to the sale.  Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be 'underwriters' within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Reoffer Prospectus which
qualify  for sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than
pursuant to this Reoffer Prospectus.

     (d) private transactions at a negotiated price.

     Upon the Company being notified by a Selling  Shareholder that any material
arrangement  has been entered into with a  broker-dealer  for the sale of Shares
through a block trade,  special offering,  exchange  distribution,  or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Act, disclosing (i) the
name of each such Selling Shareholder and of the participating broker-dealer(s),
(ii) the number of Shares involved, (iii) the price at which such Shares will be
sold,  (iv) the  commissions  paid or discounts or  concessions  allowed to such
broker-dealers(s),  where  applicable,  (v)  the  nature  of  the  investigation
conducted  by  the  broker-dealer(s)  to  verify  the  information  set  out  or
incorporated  by  reference  in this  Reoffer  Prospectus  and (vi) other  facts
material to the transaction.

                                       -15-                       Page 29 of 31
29

     The Selling  Shareholders  will be subject to  anti-fraud  and  anti-market
manipulation  rules under the Exchange  Act in  connection  with this  offering.
Rules 10b-2,  10b-6 and 10b-7,  among others,  effectively  prohibit the Selling
Shareholders  from  purchasing  the Company's  common stock while the Shares are
being offered pursuant to this Reoffer Prospectus.

     The  Company  has  agreed  to  indemnify  the  Selling   Shareholders   and
underwriters  acting on their  behalf  against  certain  liabilities,  including
liabilities under the Securities Act, for material misrepresentations contained,
or omissions not contained, in this Prospectus.

     The laws of certain  states may  require  that sales of the Shares  offered
hereby be conducted solely through the brokers or dealers so registered in those
states.

DESCRIPTION OF SECURITIES

     AUTHORIZED CAPITAL. The authorized capital stock of the Company consists of
10,000,000  shares of common stock,  $.01 par value, of which 2,130,308 had been
issued and are outstanding as of March 31, 2001. The holders of common stock are
entitled  to receive  such lawful  dividends  as may be declared by the Board of
Directors.  There are no redemption or sinking fund provisions applicable to any
shares of common stock.  All  outstanding  shares of common stock are fully paid
and non-assessable.

     DIVIDENDS.  The holders of the common  stock are  entitled to  dividends as
determined by the board of directors from legally available funds. All shares of
common stock have equal rights to participate  in any dividend,  if, as and when
declared by the board of  directors.  The Company has not paid any dividends and
does not anticipate or contemplate  paying dividends in the foreseeable  future.
Management of the Company  presently  intends to use earnings to finance  future
growth and development.

     VOTING RIGHTS.  Stockholders are entitled to one vote, on all matters to be
voted  upon,  for each share of common  stock  held.  The shares do not have the
right to cumulative  voting for directors,  meaning that holders of more than 50
percent of the shares  voting for the election of directors can elect all of the
directors if they choose to do so.

     LIQUIDATION RIGHTS. In the event of liquidation,  dissolution or winding up
of the  Company,  holders of common  stock shall be entitled to receive pro rata
all of the remaining assets of the Company that are available and  distributable
to the shareholders.

     PREEMPTIVE  RIGHTS.  Stockholders do not have a preemptive right by statute
or under the  Company's  Articles  of  Incorporation  or Bylaws,  to acquire the
Company's unissued shares of common stock.

     TRANSFER  AGENT.  OTC  Stock  Transfer,  Inc.,  is  transfer  agent for the
Company's common stock. Its address is P.O. Box 15600, 231 East 2100 South, Salt
Lake City, Utah 84115, and its telephone number is (801) 485-5555.

     RESTRICTIONS ON TRANSFERABILITY  OF COMMON STOCK.  During the effectiveness
of the  Registration  Statement of which this Reoffer  Prospectus is a part, the
Shares may be sold and transferred  subject to the requirement  that the Selling
Shareholder and any  underwriters  acting on behalf of such Selling  Shareholder
deliver this Reoffer Prospectus to each offeree.

                                       -16-                       Page 30 of 31

     After the Registration  Statement ceases to be effective,  Shares purchased
from the  Selling  Shareholder  or any  underwriters  acting  on  behalf of such
Selling  Shareholder  may be resold  and  transferred  without  the  filing of a
subsequent registration statement.

     The award of Shares or options  to  purchase  Shares  under the Plan may be
subject to contractual  restrictions on  transferability.  Any such  contractual
restriction  will be conspicuously  noted on the  certificates  representing the
effective securities.  No Shares may be sold hereunder except in accordance with
such contractual restrictions. As of the date of this prospectus, no contractual
restrictions have been imposed on awards under the Plan.

LEGAL MATTERS

     To the best of its knowledge,  Gold Chain is not aware of any pending legal
proceeding contemplated by a governmental authority, or concerning the Company's
business or properties, that involves primarily a claim for damages in excess of
ten percent of current assets  excluding  interest and costs.  As of the date of
this  filing,  Gold  Chain is NOT a party to any  legal  proceeding,  either  as
plaintiff  or  defendant,  other  than  routine  litigation  incidental  to  its
business.  Thus, the financial  statements have not been adjusted to reflect any
material uncertainty regarding exposure to liability in legal proceedings.

     The  legality  of the Shares  offered  hereby  will be passed  upon for the
Company by Carlos M. Chavez, Esq., Salt Lake City, Utah.

EXPERTS

     The  consolidated   financial  statements  and  schedules  incorporated  by
reference in this Reoffer  Prospectus and elsewhere in the Form S-8 Registration
Statement have been audited by Andersen,  Andersen and Strong, L.C., independent
public  accountants,  as  indicated  in  their  reports  with  respect  thereto.
Reference  herein is in reliance  upon the  authority of said firm as experts in
giving  said  reports.  Reference  is made to said  reports,  which  include  an
explanatory  paragraph  with  respect  to the  realizability  of  the  Company's
investments  in  mineral  properties  as  discussed  in Note 3 to the  financial
statements.

                                       -17-                       Page 31 of 31

===============================================================================
TEL:801-596-2267
FAX:801-596-2270 (Name, address, including zip code, and telephone number,
including area code, of agent for service)