As filed with the SEC on December 14, 2001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

Amendment No. 1 to Form 10-QSB



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934



|For the quarterly period ended March 31, 2001 | Commission File No. 0-6119
|--------------------------------------------- | --------------------------

Tri-Valley Corporation

(Exact name of registrant as specified in its charter)



|Delaware                                                       | 84-0617433                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

5555 Business Park South, Suite 200, Bakersfield, California 93309

(Address of principal executive offices)

(661) 864-0500

(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 [ ]



The number of shares of Registrant's common stock outstanding at March 31, 2001 was 19,664,748.









TRI-VALLEY CORPORATION

CONTENTS



|PART I - FINANCIAL INFORMATION                                                                | 3 
|--------------------------------------------------------------------------------------------- | --
|Item 1. Consolidated Financial Statements                                                     | 3 
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 9 
|                                                                                              |   
|PART II - OTHER INFORMATION                                                                   | 11
|Item 2. Changes in Securities                                                                 | 11
|Item 6. Exhibits and Reports on Form 8-K                                                      | 11
|SIGNATURES                                                                                    | 11





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2

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

TRI-VALLEY CORPORATION

CONSOLIDATED BALANCE SHEETS



ASSETS



|                                                                                     |                                                                                                              | March 31, 2001 | Dec. 31, 2000
|------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | -------------- | -------------
|                                                                                     |                                                                                                              | (Unaudited)    | (Audited)    
|Current Assets                                                                       |                                                                                                              |               
|                                                                                     | Cash                                                                                                         | $ 995,718      | $1,373,570   
|                                                                                     | Accounts receivable, trade                                                                                   | 623,653        | 813,611      
|                                                                                     | A/R Related Parties                                                                                          | 3,776          | 4,750        
|                                                                                     | Prepaid expenses                                                                                             | 12,029         | 12,029       
|                                                                                     |                                                                                                              |                |              
|                                                                                     | Total Current Assets                                                                                         | 1,635,176      | 2,203,960    
|                                                                                     |                                                                                                              |                |              
|Property and Equipment, Net                                                          | 1,433,491                                                                                                    | 1,306,689     
|                                                                                     |                                                                                                              |                |              
|Other Assets                                                                         |                                                                                                              |               
|                                                                                     | Deposits                                                                                                     | 100,105        | 100,105      
|                                                                                     | Note Receivable                                                                                              | 125,000        | 125,000      
|                                                                                     | Acquisition Costs                                                                                            | 51,270         | 51,270       
|                                                                                     | Investments in partnerships                                                                                  | 29,059         | 29,059       
|                                                                                     | Other                                                                                                        | 13,914         | 13,914       
|                                                                                     | Well Database (net of accumulated amortization of $46,546 at March 31, 2001 and $44,788 at December 31, 2000 | 62,104         | 63,862       
|                                                                                     | Goodwill (net of accumulated amortization of $213,305 at March 31, 2001 and $210,593 at December 31, 2000    | 220,548        | 223,260      
|                                                                                     |                                                                                                              |                |              
|                                                                                     | Total Other Assets                                                                                           | 602,000        | 606,470      
|                                                                                     |                                                                                                              |                |              
|                                                                                     | Total Assets                                                                                                 | $3,670,667     | $4,117,119   
|                                                                                     |                                                                                                              |                |              
|                                                                                    
|                                                                                    
|The accompanying notes are an integral part of these condensed financial statements.



3

LIABILITIES AND SHAREHOLDERS' EQUITY





|                                                                                     |                                                         | March 31, 2001                                                                                                                                                  | Dec. 31, 2000
|------------------------------------------------------------------------------------ | ------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------
|                                                                                     |                                                         |                                                                                                                                                                
|CURRENT LIABILITIES                                                                  |                                                         |                                                                                                                                                                
|                                                                                     | Notes and contracts payable                             | $ 10,554                                                                                                                                                        | $ 10,672     
|                                                                                     | Trade accounts payable                                  | 202,548                                                                                                                                                         | 581,017      
|                                                                                     | Amounts payable to joint venture participants           | 504,677                                                                                                                                                         | 540,142      
|                                                                                     | Advances from joint venture participants                | 2,185,830                                                                                                                                                       | 2,517,737    
|                                                                                     |                                                         |                                                                                                                                                                 |              
|                                                                                     | Total Current Liabilities                               | 2,903,609                                                                                                                                                       | 3,649,568    
|                                                                                     |                                                         |                                                                                                                                                                 |              
|Long-term Portion of Notes and Contracts Payable                                     | 9,790                                                   | 12,038                                                                                                                                                         
|                                                                                     |                                                         |                                                                                                                                                                 |              
|Commitments                                                                          |                                                         |                                                                                                                                                                
|                                                                                     | Shareholders' Equity                                    |                                                                                                                                                                 |              
|                                                                                     |                                                         | Common stock, $.001 par value: 50,000,000 shares authorized; 19,664,748 and 19,554,748 issued and outstanding at March 31, 2001 and Dec. 31, 2000, respectively | 19,655       
|                                                                                     | Less: Common stock in treasury, at cost, 163,925 shares | (21,913)                                                                                                                                                        | (21,913)     
|                                                                                     | Capital in excess of par value                          | 8,716,089                                                                                                                                                       | 8,666,688    
|                                                                                     | Accumulated deficit                                     | (7,956,563)                                                                                                                                                     | (8,208,817)  
|                                                                                     |                                                         |                                                                                                                                                                 |              
|                                                                                     | Total Shareholders' Equity                              | 757,268                                                                                                                                                         | 455,513      
|                                                                                     |                                                         |                                                                                                                                                                 |              
|                                                                                     | Total Liabilities and Shareholders' Equity              | $ 3,670,667                                                                                                                                                     | $ 4,117,119  
|                                                                                     |                                                         |                                                                                                                                                                 |              
|                                                                                    
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|The accompanying notes are an integral part of these condensed financial statements.















4

TRI-VALLEY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                     |                                                    | For the Three Months
|------------------------------------------------------------------------------------ | -------------------------------------------------- | --------------------
|                                                                                     |                                                    | Ended March 31,     
|                                                                                     |                                                    | 2001                
|Revenues                                                                             |                                                    |                     
|                                                                                     | Sale of oil and gas                                | $ 729,114           
|                                                                                     | Other income                                       | 9,436               
|                                                                                     | Interest income                                    | 11,260              
|                                                                                     |                                                    |                     
|                                                                                     | Total Revenues                                     | 749,810             
|                                                                                     |                                                    |                     
|Cost and Expenses                                                                    |                                                    |                     
|                                                                                     | Oil and gas lease expense                          | 95,626              
|                                                                                     | Mining exploration expense                         | 33,796              
|                                                                                     | Ekho geology, geophysics, Land & administration    | 16,138              
|                                                                                     | Sunrise geology, geophysics, Land & administration | 81,833              
|                                                                                     | Depletion, depreciation and amortization           | 16,101              
|                                                                                     | Interest                                           | 2,321               
|                                                                                     | General and administrative                         | 251,741             
|                                                                                     |                                                    |                     
|                                                                                     | Total Cost and Expenses                            | 497,556             
|                                                                                     |                                                    |                     
|Net Income                                                                           | $ 252,254                                          | $ 17,409            
|                                                                                     |                                                    |                     
|Net Income per Common Share                                                          | $.01                                               | $ .00               
|                                                                                     |                                                    |                     
|Weighted Average Number of Shares                                                    | 19,661,081                                         | 19,335,915          
|                                                                                     |                                                    |                     
|                                                                                     |                                                    |                     
|                                                                                     |                                                    |                     
|                                                                                     |                                                    |                     
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|                                                                                     |                                                    |                     
|The accompanying notes are an integral part of these condensed financial statements.













5

TRI-VALLEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                     |                                                                                 | For the Three Months
|------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------- | --------------------
|                                                                                     |                                                                                 | Ended March 31,     
|                                                                                     |                                                                                 | 2001                
|Cash Flows from Operating Activities                                                 |                                                                                 |                     
|                                                                                     | Net income                                                                      | $ 252,254           
|                                                                                     | Adjustments to reconcile net income to net cash used from operating activities: |                     
|                                                                                     | Depreciation, depletion and amortization                                        | 16,101              
|                                                                                     | Changes in operating capital:                                                   |                     
|                                                                                     | Amounts receivable                                                              | 190,932             
|                                                                                     | Deposits                                                                        | -0-                 
|                                                                                     | Trade accounts payable                                                          | (378,587)           
|                                                                                     | Amounts payable to joint venture participants and related parties               | (35,465)            
|                                                                                     | Advances from joint venture participants                                        | (331,907)           
|                                                                                     |                                                                                 |                     
|                                                                                     | Net Cash Used by Operating Activities                                           | (286,672)           
|                                                                                     |                                                                                 |                     
|Cash Flows from Investing Activities                                                 |                                                                                 |                     
|                                                                                     | Capital expenditures                                                            | (138,433)           
|                                                                                     |                                                                                 |                     
|Cash Flows from Financing Activities                                                 |                                                                                 |                     
|                                                                                     | Principal payments on long-term debt                                            | (2,248)             
|                                                                                     | Proceeds from issuance of common stock                                          | 49,501              
|                                                                                     |                                                                                 |                     
|                                                                                     | Net Cash Provided by Financing Activities                                       | 47,253              
|                                                                                     |                                                                                 |                     
|Net Increase in Cash and Cash Equivalents                                            | (377,852)                                                                       | (845,254)           
|                                                                                     |                                                                                 |                     
|Cash and Cash Equivalents at Beginning Of Period                                     | 1,373,570                                                                       | 8,050,469           
|                                                                                     |                                                                                 |                     
|Cash and Cash Equivalents at End of Period                                           | $ 995,718                                                                       | $7,205,215          
|                                                                                     |                                                                                 |                     
|                                                                                     |                                                                                 |                     
|Supplemental Information:                                                            |                                                                                 |                     
|                                                                                     |                                                                                 |                     
|Cash paid for interest                                                               | $2,321                                                                          | $2,669              
|Cash paid for taxes                                                                  | $ -0-                                                                           | $5,958              
|                                                                                     |                                                                                 |                     
|The accompanying notes are an integral part of these condensed financial statements.

6





TRI-VALLEY CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2001 AND 2000

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three month period ended March 31, 2001, are not necessarily indicative of the results to be expected for the full year.

The accompanying consolidated financial statements do not include footnotes and certain financial presentations normally required under generally accepted accounting principles; and, therefore, should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2000.







NOTE 2 - PER SHARE COMPUTATIONS

Per share computations are based upon the weighted average number of common shares outstanding during each year. Common stock equivalents are not included in the computations since their effect would be anti-dilutive.



NOTE 3 - NEW PRONOUNCEMENTS

In June 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations. Statement No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. This statement amends FASB Statement No. 19, Financial Accounting and Reporting by Oil and Gas Producing Companies. Tri-Valley will adopt the provisions of Statement No. 143 effective September 1, 2002. Management has not determined the impact of adopting Statement No. 143.



7

In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. This statement retains the fundamental provisions of Statement No. 121 for recognition and measurement of the impairment of long-lived assets to be held and used, and measurement of long-lived assets to be disposed of by sale. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years, with early application encouraged. Management has not determined the method, timing or impact of adopting Statement No. 144.































































8

Item 2. Management Discussion and Analysis of Financial Condition and Results

of Operations

Business Review

Notice Regarding Forward-Looking Statements

This report contains forward-looking statements. The words, "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," "foresee," and similar expressions are intended to identify forward-looking statements. These statements include information regarding expected development of the Company's business, lending activities, relationship with customers, and development in the oil and gas industry. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated.

Petroleum Activities

We drilled the Ekho No. 1 well in the fiscal year 2000. However we encountered "tight" sands that require artificial fracturing of the oil-bearing zones to enable the well to be completed as a commercial well. All but one of our Canadian partners were financially unable to continue with this project and unfortunately were forced to withdraw. Consequently, we are in the process of attracting new partners to participate in completing this project.

We drilled the Sunrise-Mayel No. 1 in December of 2000 and during the first quarter of 2001 we hydraulically fractured, 'frac-ed', a lower zone in the well. We were not satisfied with those results and in April we fractured another zone and are analyzing that data. Additionally during the first quarter of 2001 we reworked the Hanson 3 and 4 to increase production.

Currently we are in the process of permitting for the drilling of a well in our Sonata prospect. The actual date of drilling will depend on the time it takes to get a permit and contract a drilling rig. We are not able to contract the drilling rig until the permit is issued. It has generally been taking 60 days for this permitting process.

Precious Metals

There was no exploration activity on our Alaska project in the first quarter. Again this season, as in years past, a team of Russian scientists from TsNIGRI, the Russian Mineral Institute, will be performing field research activities under our joint scientific research agreement.





9

Three Months Ended March 31, 2001 as compared with Three Months ended March 31, 2000

The Company had revenues of $749,810 for the three months ended March 31, 2001 an increase of $506,056 (207%), over revenues of $243,754 for the three months ended March 31, 2000. For the first quarter of 2001, the Company recorded a net profit of $252,254 compared to a profit of $17,409 in the first quarter of 2000. The increase in revenues and profits for the first three months of 2001 resulted from increased natural gas prices paid for our production in Northern California. The Company received $729,114 from oil and gas sales in the first quarter of 2001, an increase of $594,934 (443%) over oil and gas sales of $134,180 in the first quarter of 2000. In the first quarter of 2000, we sold interest in a prospect to third parties, therefore our "other income", in 2000 was greater than the comparable period in 2001.

Costs and expenses were $497,556 for the quarter ended March 31, 2001, compared to $488,647 for the same period for 2000. This increase was due in part to expenses incurred for the two Hanson wells being reworked. The Sunrise GGL&A costs were $81,833 for the quarter ended March 31, 2001 due to lease renewals. In the same quarter in 2000 related costs of $111,470 were recognized as costs related to the sale of the Sunrise-Mayel prospect.

General and Administrative costs decreased $29,500 for this quarter compared to the same quarter in 2000. This decrease was due to reduced legal expenses.

Capital Resources and Liquidity

At March 31, 2001, we had current assets totaling $1,635,176 and current liabilities totaling $2,903,609. This was a decrease of current assets of $568,784 from December 31, 2000. This decrease was from expenses incurred and paid related to the drilling of the Sunrise Mayel #1.

Operating Activities. For the three months ended March 31, 2001, cash provided by operating activities is a deficit of $286,672 compared to a deficit of $885,240 at March 31, 2000. This was due to operations related to Sunrise-Mayel No. 1.

Financing Activities. For the three months ended March 31, 2001, we received $49,501 (net of selling expenses) from selling its common stock in private transactions.

Investing Activities. For the three months ended March 31, 20001 we spent $138, 433 to lease oil and gas acreage for prospect generation and to enable the to put drilling programs together. We expect to recoup these amounts as the drilling prospects are sold.









10

PART II - OTHER INFORMATION

Item 2.		Changes in Securities

During the first quarter of 2001, we issued 110,000 shares of our common stock to 3 individuals in private transactions pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, for aggregate consideration of $50,000. The shares sold are restricted securities which bear a legend restricting transfer of the shares unless registered or sold under an exemption from registration requirements under the Securities Act.

Item 6.		Exhibits and Reports on Form 8-k

1. Exhibits

None

(b) Reports on Form 8-K:



None

SIGNATURES

Pursuant to the requirement 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.







|                  | TRI-VALLEY CORPORATION                       
|----------------- | ---------------------------------------------
|December 13, 2001 | F. Lynn Blystone                             
|                  | F. Lynn Blystone                             
|                  | President and Chief Executive Officer        
|                  |                                              
|                  |                                              
|December 13, 2001 | Thomas J. Cunningham                         
|                  | Thomas J. Cunningham                         
|                  | Secretary, Treasurer, Chief Financial Officer
|                  |                                              











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