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
    June  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 June 30, 2000
------------------------------                     -----------------------------
Common  Stock,  no  par  value                          21,475,303  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
                                                                      JUNE  30,
                                                                        2000
                                                                      --------

Current  assets:
     Related  party  receivable  (Note  5)                         $     25,000
                                                                    -----------

        Total  Current  Assets                                           25,000
                                                                    -----------

Net  properties  (Note  2)                                              524,000
License  agreements  (Note  5)                                          966,000
Net  prepaid  oil  production  costs  (Note  2)                       1,453,000
                                                                      ---------

                                                                   $  2,968,000
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  liabilities:
   Bank  overdraft                                                   $   24,000
   Current  portion  of  long  term  obligations                         16,000
                                                                     ----------

    Total  current  liabilities                                          40,000

Notes  payable                                                          708,000
                                                                     ----------

    Total  liabilities                                                  748,000

Stockholders'  equity  (Note  4):
  Common stock - no par value; 50,000,000 shares authorized,
    21,475,303  shares  issued  and  outstanding                     10,551,000
  Preferred  stock  -  10,000,000  shares  authorized,
    1,000,000  shares  issued  and  outstanding                         310,000
  Accumulated  deficit                                               (8,641,000)
                                                                     -----------

   Total  stockholders'  equity                                       2,220,000
                                                                     -----------

                                                                     $2,968,000
                                                                     ==========

     See  accompanying  notes  to  financial  statements
<PAGE>

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



                                                            THREE  MONTHS  ENDED
                                                                   JUNE  30,
                                                            ____________________
                                                            2000            1999
Net  sales                                                $  26,000     $    --
Costs  and  expenses:
  General  and  administrative                              292,000     150,000
  Depletion  (Note  2)                                       26,000          --
                                                          ----------    --------

     Total  costs  and  operating  expenses                 318,000     150,000
                                                          ----------    --------
Loss  from  operations                                     (292,000)   (150,000)
                                                          ----------    --------

Net  loss                                                  (292,000)   (150,000)

Comprehensive  Loss                                       $(292,000)  $(150,000)
                                                           =========   =========

Basic  and  dilutive net loss per share (Note 3)            $(0.014)    $(0.009)
                                                             =======     =======


Weighted  average  number  of  shares  outstanding:      20,521,742  17,451,212
                                                         ==========  ==========


              See  accompanying  notes  to  financial  statements.

<PAGE>

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


                                                            THREE  MONTHS  ENDED
                                                                  JUNE  30,
                                                            2000            1999
                                                            ----            ----

Cash  flows  from  operating  activities:
     Net  Loss                                         $(292,000)     $(150,000)
   Adjustment  to  reconcile  net  loss  to
   net cash from operating activities:
     Depreciation  and  depletion                         48,000         21,000
     Increase  in  receivable  from  related  party      (25,000)
                                                         --------       --------

   Net  cash  used  in  operating  activities           (269,000)      (129,000)

Cash  flows  from  investing  activities:
     Acquisition  of  properties                          (5,000)        (9,000)
     Capitalized  oil  production  costs                (133,000)      (116,000)
                                                         -------       --------

     Net  cash  from  investing  activities             (138,000)      (125,000)

Cash  flows  from  financing  activities:
     Proceeds from issuance of debenture payable                        326,000
     Bank  overdraft                                      24,000
     Paydown  on  note  payable                           (5,000)        (2,000)
                                                         --------       --------

     Net  cash  from  financing  activities              345,000         (2,000)
                                                         --------       --------

Net  decrease  in  cash  and  cash  equivalents          (62,000)      (256,000)
Cash  and  cash  equivalents  at
beginning  of  period                                     62,000        266,000
                                                         --------       --------
Cash  and  cash  equivalents at end of period          $      --      $  10,000
                                                       =========       =========


Non-cash  activities:
     Common stock issued on conversion
     of debenture                                      $ 326,000      $      --
     Property acquired through issuance of
     notes payable                                            --         84,000
     Oil  properties  acquired  through issuance
     of  note payable                                         --        240,000


                     See  accompanying  notes  to  financial  statements

<PAGE>

                                    U.S.  CRUDE  LTD.
                            NOTES  TO  FINANCIAL  STATEMENTS
                                    JUNE  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 June 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  expensed  when  incurred.

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 June 30, 2000
and  the  results  of  operations and cash flows for the three-month period then
ended.  Results  for  the  three  months ended June 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  June  30,  2000  were as follows:

     Oil  and  gas  equipment                     $479,000
     Office  Equipment                              43,000
     Furniture  and  fixtures                      106,000
     Autos                                          37,000
     Accumulated  depreciation                    (141,000)
                                                  --------

     Net  properties                              $524,000
                                                  ========
<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
June  30,  2000,  the  Company  had  capitalized  total  oil production costs of
$1,576,000,  less  accumulated  depletion  of  $123,000.

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  June 30, 2000, the Company issued convertible
debentures  of  $326,000. 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 June 30, 2000 and, as a result, the Company issued 1,907,122 shares of
common  stock.

NOTE  5  -  RELATED  PARTY  TRANSACTIONS

During  the  three  months ended June 30, 2000, the Company loaned approximately
$25,000  to Wave Technology, Inc., a related party, on a short-term basis.  This
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  June  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.

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.

<PAGE>

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 month
periods  ended  June  30,  2000  and  1999.

Quarter  ended  June  30,  2000  compared  to  quarter  ended  June  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 $26,000 during the quarter ended June 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 June 30, 2000 and 1999
were $292,000 and $150,000, respectively.  The increase results principally from
$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.

As  of June 30, 2000, the Company had a cash overdraft of $24,000 and no working
capital.  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
June  30,  2000,  the  Company  raised  approximately  $1.5  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.
Management  has  no  assurance  that  any  funds  will  be  available  under 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

             In June 2000, the Company issued a total of 1,907,122 shares of its
             common  stock  without  restrictive  legend,  upon  conversion  of
             approximately  $320,000  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.

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>