<PAGE> 1

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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                             FORM 10QSB/A-1

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities  Exchange Act of 1934
     FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

     OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from to

                  COMMISSION FILE NUMBER 333-94631

                      PALAL MINING CORPORATION
       (Exact name of registrant as specified in its charter)

NEVADA                                  88-0435904
(State of other jurisdiction            (IRS Employer Identification
of incorporation or organization)       Number)


                         1040 West Georgia
                            Suite 1160
                    Vancouver, British Columbia
                          Canada V6E 4H1
              (Address of principal executive offices)

                          (604) 605-0885
        (Registrant's telephone number, including area code)

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), and (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
classes of common stock, as of December 31, 2000: 6,060,050

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<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS

Board of Directors
Palal Mining Corporation
Vancouver, BC
CANADA
                     ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Palal Mining
Corporation (an exploration stage enterprise) as of December 31,
2000, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the six months ended December 31, 2000,
for the period from September 2, 1999 (inception) to December 31,
1999, and for the period from September 2, 1999 (inception) to
December 31, 2000. All information included in these financial
statements is the representation of the management of Palal Mining
Corporation.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as
a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with accounting principles generally
accepted in the United States of America.

The financial statements for the period from September 2, 1999
(inception) to June 30, 2000 were audited by us and we expressed an
unqualified opinion on it in our report dated July 31, 2000.  We have
not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 2, the Company has been in the exploration stage since its
inception on September 2, 1999.  Realization of a major portion of
the assets is dependent upon the Company's ability to meet its future
financing requirements, and the success of future operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans regarding those
matters also are described in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
January 26, 2001
                                F-1
<PAGE> 3

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                           BALANCE SHEETS

                                             December 31,
                                             2000           June 30,
                                             (Unaudited)    2000
ASSETS
CURRENT ASSETS
 Cash                                        $     36,481 $       56
                                             ------------ ----------
     Total Current Assets                          36,481         56
                                             ------------ ----------
PROPERTY AND EQUIPMENT
 Office equipment                                   1,595        -
 Less:  accumulated depreciation                      (25)       -
                                             ------------ ----------
     Total Property and Equipment                   1,570        -
                                             ------------ ----------
OTHER ASSETS
 Deposits                                             411        411
 Mining claims                                         64         64
                                             ------------ ----------
     Total Other Assets                               475        475
                                             ------------ ----------
TOTAL ASSETS                                 $     38,526 $      531
                                             ============ ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Accounts payable                            $      2,450 $    2,570
 Related party payable                                770     21,224
                                             ------------ ----------
     Total Current Liabilities                      3,220     23,794
                                             ------------ ----------
COMMITMENTS AND CONTINGENCIES                         -          -
                                             ------------ ----------
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, 100,000,000 shares authorized,
  $0.00001 par value; 6,060,050 and 5,000,000
  shares issued and outstanding,
  respectively                                         61         50
 Additional paid-in-capital                       380,944    274,950
 Stock subscriptions                                  (20)       -
 Deficit accumulated during exploration
  stage                                          (345,679)  (298,263)
                                             ------------ ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               35,306    (23,263)
                                             ------------ ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                             $     38,526 $      531
                                             ============ ==========

       See accompanying notes and accountant's review report.
                                F-2
<PAGE> 4

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                      STATEMENTS OF OPERATIONS

                                                        For the     For the
                                                        Period from Period from
                                                        9-02-99     9-02-99
                For the       For the       For the     (Inception) (Inception)
                Three Months  Three Months  Six Months     to            to
                Ended         Ended         Ended
                12-31-00      12-31-99      12-31-00    12-31-99    12-31-00
                (Unaudited)   (Unaudited)   (Unaudited) (Unaudited) (Unaudited)

REVENUES       $        -   $         -   $          -   $       -   $      -
EXPENSES
 Consulting services
 provided by
 directors              -             -              -       273,586    273,586
Rent                  2,377           -            3,585         -        4,406
General and administrative
 expense              6,088           -           10,173         -       10,789
Legal and
 accounting          15,801           -           20,054      12,500     41,928
Travel               12,276           -           13,579         -       13,579
Depreciation             25           -               25         -           25
Miscellaneous           -             -              -           -          125
Mining
 exploration            -             -              -         1,218      1,241
               ------------ ------------- -------------- ----------- ----------
TOTAL EXPENSES       36,567           -           47,416     287,304    345,679
               ------------ ------------- -------------- ----------- ----------
LOSS BEFORE
 INCOME TAXES       (36,567)          -          (47,416)   (287,304)  (345,679)

INCOME TAXES            -             -              -           -          -
               ------------ ------------- -------------- ----------- ----------
NET LOSS       $    (36,567)$         -   $      (47,416)$  (287,304)$ (345,679)
               ============ ============= ============== =========== ==========
NET LOSS PER COMMON SHARE,
 BASIC AND
 DILUTED       $      (0.01)$         nil $        (0.01)$     (0.06)$    (0.07)
               ============ ============= ============== =========== ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON STOCK SHARES
 OUTSTANDING, BASIC AND
 DILUTED          6,033,040     5,000,000      5,545,724   5,000,000  5,206,187
               ============ ============= ============== =========== ==========

       See accompanying notes and accountant's review report.
                                F-3
<PAGE> 5

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
            STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                                                      Deficit     Total
                                                      Accumulated Stock-
               Common Stock     Additional Stock      during the  holders'
               Number           Paid-In    Sub-       Exploration Equity
               of Shares Amount Capital    scriptions Stage       (Deficit)

Issuance of
 common stock
 for mining
 claims and
 executive
 compensation
 at $0.055
 per share     5,000,000 $  50 $  274,950 $    -   $      -     $  275,000

Net loss for
 the period
 ending
 6-30-00             -     -          -        -     (298,263)    (298,263)
               --------- ----- ---------- -------- ----------   ----------
Balance,
 6-30-00       5,000,000    50    274,950      -     (298,263)     (23,263)
Sale of common
 stock at
 $0.10 per
 share         1,060,050    11    105,994      (20)       -        105,985

Net loss for
 the period
 ended
 12-31-00            -     -          -        -      (47,416)     (47,416)
               --------- ----- ---------- -------- ----------   ----------
Balance,
 12-31-00
(Unaudited)    6,060,050 $  61 $  380,944 $    (20)$ (345,679)  $   35,306
               ========= ===== ========== ======== ==========   ==========











       See accompanying notes and accountant's review report.

                                F-4

<PAGE> 6
                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                      STATEMENTS OF CASH FLOWS
                                          For the      For the
                                          Period from  Period from
                              For the     9-2-99       9-2-99
                              Six Months  (Inception)  (Inception)
                              Ended       to           to
                              12-31-00    12-31-99     12-31-00
                              (Unaudited) (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                     $   (47,416)  $ (287,304)  $  (345,679)
 Adjustments to reconcile net
  loss to net cash used by
  operating activities:
 Depreciation                          25          -              25
 Payment of expenses from
  issuance of stock                   -        274,804       274,804
 Net change in:
 Deposits                             -            -            (411)
 Accounts payable                    (120)         -           2,450
 Loan from related party          (20,454)      12,500           770
                              -----------   ----------   -----------
Net cash provided by operating
 activities                       (67,965)         -         (68,041)
                              -----------   ----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment             (1,595)         -          (1,595)
                              -----------   ----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from sales of stock     105,985          -         105,985
 Proceeds from advances               -            132           132
                              -----------   ----------   -----------
Net cash provided by
 financing activities             105,985          132       106,117
                              -----------   ----------   -----------
Increase in cash                   36,425          132        36,481
Cash, beginning of period              56          -             -
                              -----------   ----------   -----------
Cash, end of period           $    36,481   $      132   $    36,481
                              ===========   ==========   ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
 Interest paid                $       -     $      -     $       -
                              ===========   ==========   ===========
 Income taxes paid            $       -     $      -     $       -
                              ===========   ==========   ===========
NON-CASH TRANSACTIONS:
 Stock issued in payment
  of expenses                 $       -     $  274,804   $   274,804
 Stock issued in payment
  of advances                 $       -     $      132   $       132
 Stock issued in payment of
  mining claims               $       -     $       64   $        64
       See accompanying notes and accountant's review report.
                                F-5

<PAGE> 7

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Palal Mining Corporation (hereinafter "the Company") filed for
incorporation on September 2, 1999 under the laws of the state of
Nevada primarily for the purpose of acquiring, exploring, and
developing mineral properties.  The Company's fiscal year end is June
30.

The Company is actively seeking additional capital and management
believes that the Company can develop mineral properties, which it
has acquired in British Columbia.  However, there are inherent
uncertainties in mining operations and management cannot provide
assurances that it will be successful in this endeavor.  Furthermore,
the Company is in the exploration stage, as it has not realized any
significant revenues from its planned operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
assist in understanding the financial statements.  The financial
statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity.  These
accounting policies conform to accounting principles generally
accepted in the United States of America, and have been consistently
applied in the preparation of the financial statements.

Interim Financial Statements
The interim financial statements as of December 31, 2000 and for the
six months ended December 31, 2000, included herein, have been
prepared for the Company without audit.  They reflect all
adjustments, which are, in the opinion of management, necessary to
present fairly the results of operations for these periods.  All such
adjustments are normal recurring adjustments.  The results of
operations for the periods presented are not necessarily indicative
of the results to be expected for the full fiscal year.

Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.

Use of Estimates
The process of preparing financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues, and expenses.  Such
estimates primarily relate to unsettled transactions and events as of
the date of the financial statements.  Accordingly, upon settlement,
actual results may differ from estimated amounts.
                                 F-6
<PAGE> 8
                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration Stage Activities
The Company has been in the exploration stage since its formation in
September 1999 and has not yet realized any revenues from its planned
operations.  It is primarily engaged in the acquisition, exploration
and development of mining properties.  Upon location of a commercial
minable reserve, the Company expects to actively prepare the site for
its extraction and enter a development stage.

Foreign Currency Valuation
Management has elected to value foreign currency transactions on the
date the transaction concludes.  The conversion is calculated by
multiplying the foreign currency value by the exchange rate at the
close of the nearest trading day.

Foreign Currency Translation
The Company has adopted Financial Accounting Standard No. 52.  There
were no foreign currency translation adjustments required at December
31, 2000.  The Company will record future foreign currency
translation results as a separate component of stockholders' equity.

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers
all short-term debt securities purchased with a maturity of three
months or less to be cash equivalents.

Fair Value of Financial Instruments
The carrying amounts for cash, accounts payable and accrued
liabilities approximate their fair value.

Concentration of Risk
The Company maintains its cash accounts in primarily one commercial
bank in Vancouver, British Columbia, Canada.  The Company's cash
account is a business checking account maintained in U.S. dollars,
which totaled $36,480 as of December 31, 2000.  This amount is not
insured.

Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This
standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  It requires
that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at
fair value.

At December 31, 2000, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging
activities.
                                 F-7
<PAGE> 9
                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued
statement (SFAS) No. 121 titled "Accounting for Impairment of Long-
lived Assets."  In complying with this standard, the Company reviews
its long-lived assets quarterly to determine if any events or changes
in circumstances have transpired which indicate that the carrying
value of its assets may not be recoverable.  The Company does not
believe any adjustments are needed to the carrying value of its
assets at December 31, 2000.

Exploration Costs
In accordance with accounting principles generally accepted in the
United States of America, the Company expenses exploration costs as
incurred.

Compensated Absences
Currently, the Company has no employees; therefore it is
impracticable to estimate the amount of compensation for future
absences and no liability has been recorded in the accompanying
financial statements.  The Company's policy is to recognize the costs
of compensated absences when actually paid to employees.

Provision for Taxes
At December 31, 2000, the Company had a cumulative net operating loss
from inception of approximately $345,000.  No provision for taxes or
tax benefit has been reported in the financial statements, as there
is not a measurable means of assessing future profits or losses.

Basic and Diluted Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period.  The weighted
average number of shares was calculated by taking the number of
shares outstanding and weighting them by the amount of time that they
were outstanding.  Basic and diluted loss per share were the same, as
there were no common stock equivalents outstanding.

Going Concern
The Company's financial statements have been presented on a going
concern basis that contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As
shown in the accompanying financial statements, the Company incurred
a net loss of $47,416 for the six months ended December 31, 2000, an
accumulated deficit of $345,679 since inception and had no sales.
These conditions raise substantial doubt about the Company's ability
to continue as a going concern.  Management has plans to seek
additional capital through a private placement and public offering of
its common stock.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classifications of liabilities
that might be necessary in the event the Company cannot continue in
existence.
                                 F-8
<PAGE> 10

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Office Equipment
Furniture and equipment are carried at cost.  Depreciation is
computed on the straight-line method over the estimated useful lives
of the related assets, which range from five to seven years.
Depreciation amounted to $25 for the six months ended December 31,
2000.

NOTE 3 - COMMON STOCK

On September 2, 1999, 5,000,000 shares of common stock were issued to
officers and directors only.  There was no public offering of any
securities.  The above referenced shares were issued in payment of
consulting services in the amount of $273,586 and repayment of mining
claim recording fees of $64, expenses of $1,218 and advances of $132.
These shares were issued pursuant to exemption from registration
contained in Section 4(2) of the Securities Act of 1933.

In September and October 2000, the Company sold 1,060,050 shares of
its common stock at a price of ten cents per share.

NOTE 4 - MINING CLAIMS

In September 1999, the Company, through Mr. Hugh Grenfal, president and
a member of the board of directors, acquired ten Mak mining claims
located in the Osoyoos Mining Division of British Columbia, Canada.

NOTE 5 - LEASES

On March 31, 2000, the Company entered into an office lease agreement
with Callinan Mines Limited for a period of approximately three years
for $607 Canadian dollars per month.  As of December 31, 2000, this
was equivalent to approximately $403 U.S. per month.    The lease
expires on June 29, 2003.  The minimum future lease payments as of
June 30, 2000 for the remaining life of the lease are:

          Fiscal Year Ended June 30:    Amount

                    2001                $    3,627
                    2002                     4,836
                    2003                     4,836
                                        ----------
          Total minimum lease payments  $   13,299
                                        ==========



                                F-9

<PAGE> 11

                      PALAL MINING CORPORATION
                   (An Exploration Stage Company)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 6 - RELATED PARTIES

An officer of the Company has advanced monies to the Company for the
payment of legal fees. This amount is uncollateralized and has been
recorded as a short-term loan, bearing no interest and having no
specific due date.

The Company occupies office space provided by Mr. Grenfal, its
president, in his capacity as vice president and director of Callinan
Mines Limited.  On May 1, 2000, the Company entered into a lease
agreement with Callinan for a period of approximately three years.
See Note 5.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is engaged in the exploration and development of mineral
properties.  At present there are no feasibility studies establishing
proven and probable reserves.

Although the minerals exploration and mining industries are
inherently speculative and subject to complex environmental
regulations, the Company is unaware of any pending litigation or of
any specific past or prospective matters which could impair the value
of its mining claims.
























                                F-10

<PAGE> 12

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

      This section includes a number of forward-looking statements
that reflect our current views with respect to future events and
financial performance.  Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events.   You should not place undue
certainty on these forward-looking statements, which apply only as of
the date of this prospectus.  These forward-looking states are
subject to certain risks and uncertainties that could cause actual
results to differ materially from historical results or out
predictions.

     We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.

     Our auditors have issued a going concern opinion.  This means
that our auditors believe there is doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills.  This is because we have not
generated any revenues and no revenues are anticipated until we begin
removing and selling minerals.  Accordingly, we must raise cash from
sources other than the sale of minerals found on our property.  That
cash must be raised from other sources.  Our only other source for
cash at this time is investments by others in our company.  We must
raise cash  to implement our project and stay in business.

      To meet our need for cash we raised funds from a public
offering.  There is no assurance that the money we raised is enough
to stay in business.  The money that we raised will be applied first
to exploration and then to development, if development is warranted.
If we do not have enough money, we will have to find alternative
sources,  like a  second public offering, a private placement of
securities, or loans from our officers or others.  We have discussed
this matter with our officers, however, our  officers are unwilling
to  make any commitment to loan us any money at this time.  At the
present time, we have not made any arrangements to raise additional
cash, other than through this offering.  If we need additional cash
and can't raise it we will either have to suspend operations until we
do raise the cash, or cease operations entirely.

     We will be conducting research in connection with the
exploration of our property.  We are not going to buy or sell any
plant or significant equipment.  We do not expect a change in our
number of employees.







<PAGE> 13
Limited Operating History; Need for Additional Capital

     There is  no historical financial information about our company
upon which to base an evaluation of our performance.  We are an
exploration stage company  and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration  of our properties, and
possible cost overruns due to price and cost increases in services.

     To become profitable and competitive, we conduct into the
research and exploration of our properties before we  start
production of any minerals we may find. We are seeking equity
financing  to provide for the capital required to implement our
research and exploration phases.

     We have no assurance that future financing will be available to
us on acceptable terms.  If  financing is not available on
satisfactory terms, we may be unable to continue, develop or expand
our operations.  Equity financing could result in additional dilution
to existing shareholders.

Results of Operations

From Inception on September 2, 1999

     We just recently acquired our first property and are commencing
the research and exploration stage of our mining operations on that
property at this time.

     Since inception, we have used our common stock to raise money
for our property acquisition,  for corporate expenses  and to repay
outstanding indebtedness. We raised $106,005 from our public
offering.

Liquidity and Capital Resources

     As of the date of this registration statement, we have yet to
generate any revenues from our business operations.

     We issued 5,000,000 shares of common stock through a Section
4(2) offering in September 1999. This was accounted for as a
compensation expense of $273,586 and advances and reimbursement
expenses of $1,414.

      Since our inception, Mr. Grenfal, has paid expenses for us in
the total sum of $17,684, which included organizational and start-up
costs and operating capital. The loans do not bear interest and have
not been paid as of the date hereof.  There are no documents
reflecting the loan and they are not due on a specific date.  Mr.
Grenfal will accept repayment from us when money is available.

     As of December 31, 2000, our total assets were $38,526 and our
total liabilities were $3,220.

<PAGE> 14

                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on this 3rd day
of April, 2001

                              PALAL MINING CORPORATION
                              (Registrant)

                              By:  /s/ Hugh Grenfal
                                   Hugh Grenfal, President Treasurer,
                                   Principal Accounting Officer and a
                                   member of the Board of Directors