SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  D.C.  20549
                            FORM  10-QSB/A  FIRST  AMEMDED
                                   QUARTERLY  REPORT

                    PURSUANT  TO  SECTION  13  OR  15  (D)  OF  THE
                         SECURITIES  EXCHANGE  ACT  OF  1934

For  the  Quarter Ended                                   Commission File Number
 September  30,  2000                                            000-28567
-----------------------                                          ---------


                                 U.S.  CRUDE  LTD.
           (Exact  name  of  Registrant  as  specified  in  its  charter)


                 NEVADA                                 84-1521101
                 ------                                 ----------
    (State  or  other  jurisdiction                   (IRS Employer
  of  incorporation  or  organization)            Identification  Number)


           25809  D  BUSINESS  CENTER  DR.,  REDLANDS,  CA  92374
           ------------------------------------------------------
          (Address  of  principal  executive  offices)  (Zip  Code)

                                 (909)796-4958
                                 -------------
          (Registrant's  telephone  number,  including  area  code)


                                 Not Applicable
                                 --------------
                     (Registrant's Former Name and Address)


Indicate by check mark whether the Registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the Registrant
was  required  to  file  such  reports),  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

Yes    x   No
     ----

Indicate  the  number  of  shares  outstanding  of each of the issuer's class of
common  stock,  as  of  the  last  practicable  date.

           Class                           Outstanding  at September 30, 2000
   --------------------                    ----------------------------------
Common Stock, no par value                         25,129,160  shares

                                          Outstanding  at  January  31,  2002

                                           ----------------------------------
                                                  249,307,262  shares


<PAGE>

                                 U.S. CRUDE LTD.


                                                               Page  Number
                                                               ------------
PART  I.             Financial  Information                         3

        ITEM  1.     Financial  Statements                          3

                     Balance  Sheet                                 3

                     Statements of Operations and
                     Comprehensive  Loss                            4

                     Statements of Cash Flows                       5

                     Notes to Financial Statements                  6

        ITEM  2.     Management's  Discussion  and
                     Analysis  of  Financial
                     Condition  and  Results  of
                     Operations                                     8

PART  II.            Other  Information                             9

SIGNATURE  PAGE                                                     10



<PAGE>

                                 U.S. CRUDE LTD.
                                  BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
                                                                  SEPTEMBER  30,
                                                                       2000
                                                                     --------

Current  assets:
     Cash                                                          $   35,000
     Related  party  receivable  (Note  5)                              7,000
                                                                   ----------

        Total  Current  Assets                                         42,000
                                                                   ----------

Net  properties  (Note  2)                                            503,000
License  agreements  (Note  5)                                        966,000
Net  prepaid  oil  production  costs  (Note  2)                     1,483,000
                                                                   ----------

                                                                   $2,994,000
                                                                   ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  liabilities:
      Current  portion  of  long  term  obligations              $     16,000
                                                                 ------------

    Total  current  liabilities                                        16,000

Notes  payable                                                        253,000
                                                                 ------------

    Total  liabilities                                                269,000

Stockholders'  equity  (Note  4):
  Common stock - no par value; 50,000,000 shares authorized,
    25,129,160  shares  issued  and  outstanding                   11,232,000
  Preferred  stock  -  10,000,000  shares  authorized,
    1,000,000  shares  issued  and  outstanding                       310,000
  Accumulated  deficit                                             (8,817,000)
                                                                 ------------

   Total  stockholders'  equity                                     2,725,000
                                                                 ------------

                                                                   $2,994,000
                                                                 ============


               See  accompanying  notes  to  financial  statements

<PAGE>

                                U.S.  CRUDE  LTD.
              STATEMENTS  OF  OPERATIONS  AND  COMPREHENSIVE  LOSS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

<S>                                               <C>              <C>     <C>            <C>

                                                  THREE  MONTHS  ENDED     SIX  MONTHS  ENDED
                                                     SEPTEMBER  30,           SEPTEMBER  30
                                                  -------------------     --------------------
                                                   2000         1999          2000          1999
Net  sales                                  $     47,000     $   --      $   73,000   $      --
Costs  and  expenses:
  General  and  administrative                   195,000      170,000       487,000       320,000
  Depletion                                       28,000         --          54,000          --
                                               -----------   ----------   -----------    ----------

     Total costs and operating expenses          223,000      170,000       541,000       320,000
                                               -----------   ----------   -----------    ----------
Loss  from  operations                          (176,000)    (170,000)     (468,000)     (320,000)
                                               -----------   ----------   -----------    ----------

Net  loss                                       (176,000)    (170,000)     (468,000)     (320,000)

Comprehensive  Loss                            $(176,000)  $ (170,000)   $ (468,000)   $ (320,000)
                                               ===========   ==========   ===========    ==========

Basic and dilutive net loss
per share (Note 3)                               $(0.008)  $   (0.009)   $    (0.02)   $   (0.017)
                                               ===========   ==========   ===========    ==========


Weighted  average  number  of
shares  outstanding:                          23,302,231   19,568,181    21,911,986    18,509,696
                                               ===========   ==========   ===========    ==========

</TABLE>


                            See  accompanying  notes  to  financial  statements.

<PAGE>

                                 U.S. CRUDE LTD.
                             STATEMENTS OF CASH FLOW
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                                         <C>            <C>
                                                                                 SIX  MONTHS  ENDED
                                                                                    SEPTEMBER  30,
                                                                               2000              1999
                                                                               ----              ----

Cash  flows  from  operating  activities:
     Net  Loss                                                              $(468,000)     $(320,000)
   Adjustment  to  reconcile  net  loss  to  net
   cash from operating activities:
     Depreciation  and  depletion                                              97,000         43,000
     Increase  in  receivable  from  related  party                            (7,000)
                                                                             ----------    ----------

   Net  cash  used  in  operating  activities                                (378,000)      (277,000)

Cash  flows  from  investing  activities:
     Acquisition  of  properties                                              (45,000)        (9,000)
     Capitalized  oil  production  costs                                     (151,000)      (150,000)
                                                                             ----------    ----------

     Net  cash  from  investing  activities                                  (196,000)      (159,000)

Cash  flows  from  financing  activities:
     Proceeds  from  issuance of debenture payable                            556,000        265,000
     Paydown  on  note  payable                                                (9,000)        (9,000)
                                                                             ----------    ----------

     Net  cash  from  financing  activities                                   547,000        256,000
                                                                             ----------    ----------

Net  decrease  in  cash  and  cash  equivalents                               (27,000)      (180,000)
Cash  and  cash  equivalents  at  beginning  of  period                        62,000        266,000
                                                                             ----------    ----------
Cash  and  cash  equivalents at end of period                               $  35,000      $  86,000
                                                                             ==========    ==========


Non-cash  activities:
     Common  stock  issued  on  conversion  of  debenture                  $  556,000      $ 265,000
     Common  stock  issued  to  relieve  debt                                 450,000          --
     Property acquired through issuance of notes payable                         --           84,000
     Oil  properties  acquired  through  issuance  of  note payable              --          240,000


</TABLE>
                           See  accompanying  notes  to  financial  statements

<PAGE>

                                     U.S.  CRUDE  LTD.
                             NOTES  TO  FINANCIAL  STATEMENTS
                                   SEPTEMBER  30,  2000
                                         (UNAUDITED)

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Business  and  Organization
---------------------------------------

U.S.  Crude,  Ltd. (the "Company") is an independent oil and gas company engaged
in: (1) the acquisition, development and production of oil and gas in the United
States;  and  (2) the utilization and sale of thermal gas and steam technologies
to  increase  the levels of production from marginally producing oil wells.  The
Company  was  originally  incorporated  in  1996, under the laws of the State of
California  with  the  objective  of  exploring  for,  developing, producing and
managing  oil  and  gas  reserves.  Since its inception, the Company has focused
primarily  on  the acquisition of oil and gas properties in Kansas and Oklahoma.
The  acquisition  of  these  oil  and gas properties has increased the Company's
asset  base.  Through  September  30,  2000,  the  Company had not begun selling
equipment  and  its  operations  consisted  entirely of obtaining and developing
existing  oil  and  gas  assets.

The  Company currently owns and operates producing oil and gas properties in the
states  of Kansas and Oklahoma.  Daily average production from 73 wells operated
by  the  Company in these states currently averages approximately 40 Bbls of oil
and  25  Mcf  of  gas.

On  May  3,  2000, U.S. Crude, Ltd. entered into a Share Purchase Agreement with
shareholders  of  Cypress  Capital,  Inc.  (a  Nevada corporation) in which U.S.
Crude,  Ltd. acquired 100% of Cypress Capital' outstanding common stock for cash
of  $160,000  and  became  a  successor  registrant  to  Cypress  Capital, which
subsequently  changed  its name to U.S. Crude Ltd.  Since Cypress Capital had no
discernable  assets,  the  purchase price was treated as a reduction in retained
earnings.

Basis  of  Presentation
-----------------------

In  the  opinion  of management, the accompanying condensed financial statements
contain  all  adjustments  (consisting  of  only  normal  recurring adjustments)
necessary to present fairly the Company's financial position as of September 30,
2000  and  the  results of operations and cash flows for the three and six month
periods  then  ended.  Results for the three months ended September 30, 2000 are
not  necessarily  indicative  of  the results to be expected for the year ending
March  31,  2001.

For  all  periods  presented,  the results of operations, cash flows and balance
sheets  represent  only the activities of U.S. Crude Ltd.  Since Cypress Capital
was  a  non-operating  company  at  the  time  of  the Reorganization, pro-forma
financial  statements  reflecting  Cypress' operations for the periods presented
have  not  been  included.

While  management  believes  that the disclosures presented are adequate to make
the  information not misleading, it is suggested that these financial statements
be  read  in conjunction with the financial statements and the notes included in
the  Company's  latest  filing  on  form  8-K12(g)3/A  and annual report on Form
10-KSB.

NOTE  2  -  BALANCE  SHEET  ITEMS

Net  properties
---------------
Net  properties  includes  office equipment, furniture and fixtures, and oil and
gas  extraction  equipment.  Balances  as of September 30, 2000 were as follows:

     Oil  and  gas  equipment                           $480,000
     Office  Equipment                                    43,000
     Furniture  and  fixtures                            106,000
     Autos                                                37,000
     Accumulated  depreciation                          (163,000)
                                                        ---------

     Net  properties                                    $503,000
                                                        =========

<PAGE>

Net  prepaid  oil  production  costs
------------------------------------
The  Company uses the full-cost method of accounting for its oil and natural gas
assets.  Under  this method, all acquisition, exploration and development costs,
including  certain  general  and  administrative  costs  that  are  directly
attributable  to  the  Company's  acquisition,  exploration  and  development
activities,  are  capitalized  in  a  "full-cost pool" as incurred.  The Company
records  depletion  of  its  full-cost pool using the unit of production method.
Investments  in  unproved  properties  are not subject to amortization until the
proved  reserves  associated  with  the  projects  can  be  determined  or until
impaired.  To  the  extent that capitalized costs subject to amortization in the
full-cost  pool  (net  of  depletion,  depreciation and amortization and related
deferred  taxes)  exceed  the  present  value  (using  a  10%  discount rate) of
estimated  future  net  after-tax  cash  flows  from  proved oil and natural gas
reserves,  such  excess  costs  are  charged  to  operations.  Once incurred, an
impairment  of oil and natural gas properties is not reversible at a later date.
Impairment of oil and natural gas properties is assessed on a quarterly basis in
conjunction  with  the Company's quarterly filings with the Commission.  Through
September  30,  2000,  the Company had capitalized total oil production costs of
$1,634,000,  less  accumulated  depletion  of  $151,000.

NOTE  3  -  EARNINGS  PER  SHARE  INFORMATION

For all periods presented, the net earnings available to common shareholders and
the  weighted average shares outstanding are the same for both basic and diluted
EPS,  since the Company experienced a loss for all periods presented.  Basic and
diluted  EPS  do  not  differ  from  earnings per share previously presented.

NOTE  4  -  STOCKHOLDER'S  EQUITY

Preferred stock consists of 1,000,000 shares of non-interest bearing convertible
shares  held  by Wave Technologies, Inc., a related party.  Each preferred share
has  the  voting  power  of  10  shares  of  common  stock.

During the three months ended September 30, 2000, the Company issued convertible
debentures  of  $230,000. The debentures were convertible into common stock at a
discount  of  75%  of  the  market  price  for  the  common stock on the date of
conversion.   All  of  the  debentures  issued  were converted into common stock
prior  to  September  30,  2000  and,  as a result, the Company issued 2,653,857
shares  of  common  stock.

During  the  three months ended September 30, 2000, the Company issued 1,000,000
shares  of common stock to satisfy a long-term debt obligation of $450,000 to an
unrelated  party.

NOTE  5  -  RELATED  PARTY  TRANSACTIONS

During  the  three  months ended June 30, 2000, the Company loaned approximately
$28,000 to Wave Technology, Inc., a related party, on a short-term basis.  As of
September  30,  2000,  $21,000  had  been  repaid.  This balance of the loan was
subsequently  repaid  in  full.

The  Company has purchased several licenses to oil recovery technologies that it
plans  to use to recover oil on its oil properties, joint venture on third-party
oil leases, and sell.  Each of these licenses was obtained from Wave Technology,
Inc.,  a  related  party.  Through September 30, 2000, the Company had paid Wave
Technology  $966,000  in a combination of common and preferred stock to purchase
these  technologies.

NOTE  6  -  SUBSEQUENT  EVENTS

In November 2001, the Company issued 3,000,000 shares of preferred stock to Wave
Technology,  Inc.  in  consideration  for certain cash advances and an extension
of  the  license  agreements  for certain technologies.  Each share of preferred
stock  issued  has voting power equivalent to ten shares of the Company's common
stock.

<PAGE>

During  the  fiscal year ended March 31, 2002, the Company paid $500,000 to Wave
Technology, Inc., a related party (see Note 6) to acquire the license to market,
sell  and  utilize  technology  for  "down hole" oil upgrading ("TM-2000").  The
TM-2000  technology  is used to permanently upgrade oil viscosity (convert heavy
oil to light oil) before the oil is extracted from the ground.  Light oil is, by
nature,  easier  to  extract  and  less  expensive  to  process  and  refine.

In  January 2002, the Company issued 4,000,000 shares of preferred stock to Wave
Technology,  Inc.,  a  related  party,  to acquire a license to market, sell and
utilize  technology  for "down-hole" steam generation ("TM-9").  When brought to
market,  the  TM-9  system  will  be the first commercially available deep steam
generator.  Conventional  surface  steam  generators  are  ineffective  for
introducing heat at depths much below 3,000 ft. since most of the thermal energy
is  lost  en  route.  By generating steam at the face of the formation, the TM-9
system  can  deliver  thermal energy to oil formations at depths below 5,000 ft.
The  Company  anticipates  using  this technology to stimulate oil production in
secondary  heavy oil reserves.  Each preferred share issued has the voting power
of  100  shares  of  common  stock.

During  fiscal  2002,  the  Company  entered  into another convertible debenture
agreement  under which the Company can borrow up to $1 million.  Through January
2002,  the  Company  had  borrowed  $621,500  under  the  debenture,  of  which
approximately  $370,000  had  been  converted  into 181,592,475 shares of common
stock.  The  debenture  bears  interest at 8% per annum and converts into common
stock  at  the option of the debenture holder at a discount of 60% of the market
price  on  the  date of conversion.  At no time may the debenture holder control
more  than  five  percent  of the Company's issued and outstanding common stock.

In  January  2002, the Company's board of directors agreed, by unanimous written
consent,  to  amend  the  Articles  of Incorporation and increase the authorized
common stock from 250 million shares to 750 million shares.  On January 7, 2002,
the  Amendment  to  the  Articles of Incorporation was submitted to and received
approval  from  the  shareholders  by  majority  written  consent.

<PAGE>

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION

RESULTS  OF  OPERATIONS

The  statements contained in this Quarterly Report on Form 10-QSB/A that are not
historical facts may contain forward-looking statements that involve a number of
known  and  unknown  risks  and uncertainties that could cause actual results to
differ  materially from those discussed or anticipated by management.  Potential
risks  and  uncertainties  include,  among  other  factors,  general  business
conditions,  government  regulations  governing  medical  device  approvals  and
manufacturing practices, competitive market conditions, success of the Company's
business  strategy,  delay  of  orders,  changes  in  the  mix of products sold,
availability  of  suppliers,  concentration  of  sales in markets and to certain
customers,  changes  in manufacturing efficiencies, development and introduction
of  new  products,  fluctuations  in  margins, timing of significant orders, and
other  risks  and  uncertainties  currently  unknown  to  management.

Method  of  Presentation
------------------------

The  financial  statements include the accounts of the Company for the three and
six  month  periods  ended  September  30,  2000  and  1999.

Quarter  ended  September30,  2000 compared to quarter ended September 30, 1999.

For  all  periods presented, the Company's operations primarily consisted of the
acquisition  and  improvement of oil and gas properties.  Revenues from the sale
of  oil  were  $47,000  during  the quarter ended September 30, 2000, whereas no
revenues were recognized in the same quarter of the prior year.  This difference
resulted  from the acquisition of oil producing properties during 1999 and 2000.
Operational  expenses  incurred during the quarters ended September 30, 2000 and
1999 were $195,000 and $170,000, respectively.  The increase results principally
from  fees  incurred in connection with the Company applying for a loan from the
USDA.

Six  month  period  ended  September 30, 2000 compared to six month period ended
September  30,  1999

Revenues  from  the  sale  of oil were $73,000 during the six month period ended
September  30,  2000,  whereas no revenues were recognized in the same six month
period  of the prior year.  This difference resulted from the acquisition of oil
producing  properties  during  1999  and  2000.   Operational  expenses incurred
during the six month periods ended September 30, 2000 and 1999 were $487,000 and
$320,000,  respectively.  The  increase  results  principally  $160,000 that was
expensed  in  connection  with  the  acquisition of Cypress Capital in May 2000,
described  in  the  accompanying  Notes  to  Financial  Statements.

Liquidity  and  Capital  Resources
----------------------------------

The  accompanying  financial  statements  have  been prepared in conformity with
principles  of  accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.  The  Company has incurred operating losses from inception and had not
yet  generated any revenues to support its operations.  The Company's ability to
continue  as a going concern is dependent, among other things, on its ability to
operate  profitably, and or obtain additional financing and eventually obtaining
a  profitable  level  of  operations.  It is management's opinion that the going
concern  basis of reporting its financial condition and results of operations is
appropriate  at  this time. The Company plans to increase cash flows through the
sale  of  securities  and,  eventually,  through  the  development of profitable
operations.  If the Company is unsuccessful in achieving these objectives, there
is  substantial  doubt  regarding  the  Company's ability to continue as a going
concern.

<PAGE>

As  of  September  30,  2000,  the  Company had working capital of $26,000.  The
Company's  primary  available  source  for generating cash for operations, other
than  through  the  sale  of oil and gas extracted from its operating leases, is
through  the issuance of debentures payable.   Subsequent to September 30, 2000,
the  Company  raised  approximately  $1.3  million  through  the  issuance  of
additional  convertible  debentures.  The Company's ability to access additional
funds  through the issuance of debentures is conditional upon the market for the
Company's  stock  into which the debentures are convertible.  During the quarter
ended September 30, 2000, the Company also applied for a loan of $4,486,000 from
the  United  States  Department  of  Agriculture  ("USDA").   Management  has no
assurance  that any funds will be available under the loan from the USDA, or the
debenture,  or that any funds made available will be adequate for the Company to
continue  as  a  going concern.  If the Company is not able to generate positive
cash  flow  from  operations,  or  is  unable  to  secure adequate funding under
acceptable  terms,  there  is  doubt  that  the  company can continue as a going
concern  .

<PAGE>

     PART  II.

OTHER  INFORMATION

ITEM  1.     Legal  Proceedings
             None

ITEM  2.     Changes  in  Securities

             During  the three months ended September  30,  2000,  the  Company
             issued a total of  2,653,857  shares  of  its common stock without
             restrictive legend, upon  conversion of  approximately $230,000 in
             outstanding convertible debentures. The issuances were exempt from
             registration  pursuant to Rule 504 of Regulation D and Rule 3(a)(9)
             promulgated  under  the  Securities  Act  of  1933.

             During  the  three months ended  September 30,  2000,  the  Company
             issued 1,000,000 shares  of  unregistered,  restricted common stock
             to satisfy a long-term debt obligation  of  $450,000.

ITEM  3.     Defaults  Upon  Senior  Securities
             None

ITEM  4.     Submission  of  Matters  to  Vote  of  Security  Holders
             None

ITEM  5.     Other  Information
             None

ITEM  6.     Exhibits  and  Reports  on  Form  8-K
             None

<PAGE>


                                   SIGNATURE  PAGE


In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.






Date:  March 29,  2002                    /s/  Anthony  K.  Miller
       ---------------                    -----------------------
                                          ANTOHNY  K.  MILLER
                                          President


<PAGE>