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                  UNITED  STATES
    SECURITIES  AND  EXCHANGE  COMMISSION
            WASHINGTON,  D.C.  20549

                                   FORM 10-QSB
(Mark  One)
[X] QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF  1934
               For  the  quarterly  period  ended  March  31,  2000
                                                   ----------------

    TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
               For  the  transition  period  from          to

               Commission  file  number  000-28183
                                         ---------

                            QUILCHENA RESOURCES, INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

           NEVADA                                     91-2006414
           ------                                     ----------
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)

                           #3400 - 666 BURRARD STREET
                  VANCOUVER, BRITISH COLUMBIA, CANADA  V6C 3M7
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (604) 688-3929
                                 --------------
                           (Issuer's telephone number)


                                       ---
    (Former name, former address and former fiscal year, if changed since last
                                     report)

<PAGE>

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.     Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

5,000,000  common  shares  issued  and  outstanding,  as  of  April  14,  2000
------------------------------------------------------------------------------

Transitional  Small  Business  Disclosure  Format  (Check one):   Yes    No [X]

                         PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS.

Quilchena  Resources  Inc.'s  (the "Company") financial statements are stated in
United  States  Dollars  (US$) and are prepared in accordance with United States
Generally  Accepted  Accounting  Principles.

The  financial  statements  are  attached to this Quarterly Report (see Part II,
Item  6).

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

There have been no material developments since the Company filed its Form 10-KSB
Annual  Report  on  March  30,  2000.

General

On  July  20,  1999,  the  Company  entered  into  an  Assignment Agreement (the
"Assignment  Agreement")  with  Wet  Coast  Capital  Corporation  ("Wet Coast"),
pursuant  to  which the Company paid Wet Coast the sum of $10,000 and in return,
was  assigned  Wet Coast's interest in an Option Agreement between Wet Coast and
Gerry  Diakow,  dated  July  20, 1999 (the "Option Agreement").  Pursuant to the
Option  Agreement,  Mr.  Diakow  granted  Wet  Coast an option (the "Option") to
acquire  a 100% undivided interest in property known as the "Hi-Ho 1 - 10 Mining
Claims",  located in the New Westminster Mining Division, 121, 36 West Longitude
and  49  23,  30  North Latitude, British Columbia, Canada (the "Hi-Ho Claims").

Pursuant  to  the  terms  of  the Assignment Agreement, in order to exercise the
Option, the Company must finance the work program on the Hi-Ho Claims (the "Work
Program"),  as  recommended  by  Douglas H. Hopper, Consulting Geologist, in his
report  entitled  "Exploration  Potential  of Hi-Ho Claims, Garnet Creek", dated
March  11,  1999  (the  "Exploration  Report").  In  the Exploration Report, Mr.
Hopper  estimates  the total cost of the Work Program at CDN$8,495.  Pursuant to
the  terms  of  an  Amending  Agreement  dated  February  9, 2000 (the "Amending
Agreement"),  between  Gerry  Diakow  and  the Company, the Work Program must be
financed  by  December  31,  2000.

In  partial  satisfaction  of the Work Program and under the terms of the Option
Agreement,  Gerry  Diakow  spent  five  (5)  days  between November 22, 1999 and
November  27,  1999  examining,  mapping,  hand trenching and sampling the Hi-Ho
Claims  (the  "Initial  Reconnaissance").  As  required  by the Work Program, on
February  3,  2000, Mr. Diakow prepared the initial engineering report, entitled
"Prospecting  Report on Rock Sampling over the Hi-Ho Property" (the "Prospecting
Report").  In  order  to fulfil the requirements of the Work Program, Mr. Diakow
will

<PAGE>

spend  a  further  period  of  time (as yet undetermined), prior to December 31,
2000,  examining,  mapping,  hand  trenching  and sampling the Hi-Ho Claims (the
"Secondary Reconnaissance").  Following the Secondary Reconnaissance, and within
two  months,  Mr.  Diakow  will  prepare  a final engineering report (the "Final
Engineering  Report").  The  Final  Engineering  Report,  together  with  the
Prospecting  Report,  will  fulfil the terms of the Work Program, as well as the
requirements  to  hold  the  Hi-Ho  Claims  in good standing for between 3 and 4
years.  Depending  upon the economics of developing either an industrial mineral
property  or  a  precious  metal  property, a second phase of exploration may be
commenced.  The determination with respect to a second phase of exploration will
be  made by the President of the Company, Derek Herman.  The Company anticipates
that  the  Secondary  Reconnaissance under the Work Program will be completed by
December  31,  2000.

The  Work  Program

The Company has completed the Initial Reconnaissance under the Work Program with
respect  to  the  Hi-Ho  Claims,  and  intends  to  implement  the  Secondary
Reconnaissance  prior  to December 31, 2000.  As set out in the Option Agreement
and  in  accordance  with  the  Work  Program, Gerry Diakow will spend a further
period  of  time  (as yet undetermined) conducting the Secondary Reconnaissance,
following  which  the  Final  Engineering  Report  will be completed.  The Final
Engineering Report will fulfil the Work Program and the requirements to hold the
Hi-Ho  Claims  in  good  standing for between 3 and 4 years.  Depending upon the
economics  of  developing  either  an  industrial mineral property or a precious
metal property, a second phase of exploration may be commenced.  A determination
with  respect  to a second phase of exploration will be made by the President of
the  Company,  Derek  Herman,  and  will  be  dependent  upon  whether  further
exploration  of  the  Hi-Ho Claims is deemed to be economically and commercially
viable.

Cash  Requirements

The  Company's  cash  requirements  for  the  period  ending  March 31, 2001 are
estimated  at  CDN$4,215 for completion of the Work Program.  As the Company has
the  funds  to  satisfy  its cash requirements, it does not anticipate having to
raise  additional  funds  over  the  next  12  months.

Exploration  and  Development

To  date,  the  Company  has  not expended significant funds for exploration and
development.  The Exploration Report was prepared prior to Company entering into
the  Assignment  Agreement.  Pursuant  to  the Assignment Agreement, the Company
paid  the  sum  of  $10,000  to Wet Coast to acquire Wet Coast's interest in the
Option  Agreement.  The  Company  anticipates  that  it will spend approximately
CDN$4,215  on further exploration and development through March 31, 2001, in the
form  of  financing  of  the  Final  Reconnaissance under the Work Program.  The
Company  does  not  anticipate that it will expend further funds for exploration
and development through March 31, 2001, and will not know whether it will expend
any  funds  after  that date until it receives and reviews the Final Engineering
Report.

Purchase  of  Significant  Equipment

The  Company does not intend to purchase any significant equipment through March
31,  2001.

Employees

At  this  time,  the  Company  does  not  anticipate  a  change in the number of
employees  it  retains  (currently  one  employee).

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

The  Company  knows  of no material, active or pending legal proceedings against
it,  nor  is  the Company involved as a plaintiff in any material proceedings or
pending  litigation.  There  are  no  proceedings in which any director, officer

<PAGE>

or  affiliate  of the Company, or any registered or beneficial shareholder is an
adverse  party  of  has  a  material  interest  adverse  to  the  Company.

ITEM  2.     CHANGES  IN  SECURITIES.

The  Company  did  not  issue  any securities during the quarter ended March 31,
2000.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

Not  applicable.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

Not  applicable.

ITEM  5.     OTHER  INFORMATION.

Not  applicable.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Report  on  Form  8-K

     The  Company  did not file any reports on Form 8-K during the quarter ended
March  31,  2000.

Financial  Statements  Filed  as  a  Part  of  the  Quarterly  Report

     The  Company's  unaudited  financial  statements  include:

          Balance  Sheets
          Statements  of  Operations
          Statements  of  Changes  in  Stockholders  Equity
          Statements  of  Cash  Flows
          Notes  to  the  Financial  Statements

<PAGE>


                            QUILCHENA RESOURCES, INC.
                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)
                                   (UNAUDITED)

                                MARCH  31,  2000

<PAGE>

<TABLE>
<CAPTION>


QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
BALANCE  SHEETS
(Unaudited)


                                                     March  31,                               December
                                                          2000                                31, 1999
                                                -------------  ---------------------------------------
<S>                                                 <C>            <C>


ASSETS

Current
 Cash and cash equivalents . . . . . . . . . . . .  $     25,437   $                            40,964
==================================================  =============  ====================================



LIABILITIES AND STOCKHOLDERS' EQUITY

Current
 Accounts payable and accrued liabilities. . . . .  $      9,600   $                             4,424
                                                    -------------  ------------------------------------

Stockholders' equity
 Capital stock (Note 5)
   Authorized
    200,000,000   common shares, par value of $0.001
   Issued and outstanding
   5,000,000 common shares . . . . . . . . . . . .         5,000                                 5,000
 Additional paid-in capital. . . . . . . . . . . .        45,000                                45,000
 Deficit accumulated during the exploration stage.       (34,163)                              (13,460)
                                                    -------------  ------------------------------------

 Total stockholders' equity. . . . . . . . . . . .        15,837                                36,540
                                                    -------------  ------------------------------------

Total liabilities and stockholders' equity . . . .  $     25,437   $                            40,964
==================================================  =============  ====================================

HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)

GOING CONCERN (Note 2)
</TABLE>


/s/  Derek  Herman
------------------
Director

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART OF THESE FINANCIAL STATEMENTS.

<PAGE>

<TABLE>
<CAPTION>


QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
STATEMENTS  OF  OPERATIONS
(Unaudited)



                               Cumulative
                                     from
                            Incorporation
                                       on
                           March  3,  1999     Three  Month
                                        to    Period  Ended
                                 March  31,      March  31,
                                      2000             2000
                                   -------       ----------
<S>                                  <C>      <C>

EXPENSES
 Incorporation costs. . . . . . . .  $   640  $        -
 Legal and audit fees . . . . . . .   19,643      17,719
 Transfer agent fees. . . . . . . .      896           -
 Mineral property acquisition costs   12,984       2,984
                                     -------  ----------

LOSS FOR THE PERIOD . . . . . . . .  $34,163  $   20,703
===================================  =======  ==========


BASIC AND DILUTED LOSS PER SHARE. .  $     -  $     0.01
===================================  =======  ==========


WEIGHTED AVERAGE SHARES OUTSTANDING        -   5,000,000
===================================  =======  ==========

</TABLE>


THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART OF THESE FINANCIAL STATEMENTS.

<PAGE>

<TABLE>
<CAPTION>


QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
(Unaudited)


                                                                 Deficit
                                                             Accumulated
                                                Additional    During the
                                Common  Stock      Paid-in   Exploration
                                -------------      Capital         Stage
                               Shares    Amount                             Total
                              ---------  -------  ---------  ---------  ---------
<S>                           <C>        <C>      <C>        <C>        <C>


INCORPORATION, MARCH 3, 1999          -  $     -  $      -   $      -   $      -

Shares issued for cash . . .  5,000,000    5,000    45,000          -     50,000

Loss for the period. . . . .                     -        -   (13,460)   (13,460)
                              ---------  -------  ---------  ---------   --------

BALANCE, DECEMBER 31, 1999 .  5,000,000    5,000    45,000    (13,460)    36,540

Loss for the period. . . . .          -        -         -    (20,703)   (20,703)
                              ---------  -------  ---------  ---------  ---------

BALANCE, MARCH 31, 2000. . .  5,000,000  $ 5,000  $ 45,000   $(34,163)  $ 15,837
============================  =========  =======  =========  =========  =========




</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>


QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
STATEMENTS  OF  CASH  FLOWS
(Unaudited)



                                                 Cumulative
                                                       from
                                              Incorporation
                                                         on
                                               March 3, 1999     Three Month
                                                          to    Period Ended
                                                    March 31,      March 31,
                                                         2000           2000
                                                    ---------       ---------
<S>                                                            <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period .    . . . . . . . . .            $(34,163)  $(20,703)
 Change in other operating assets and liabilities:
 Increase in accounts payable and accrued liabilities.    9,600      5,176
                                                       ---------  ---------

 Net cash used in operating activities  . . . . . . .   (24,563)   (15,527)
                                                       ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Net cash used in investing activities . .. . . . . .         -          -
                                                       ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of capital stock for cash. .. . . . . . . .    50,000          -
                                                       ---------  ---------

 Net cash provided by financing activities  . . . . .    50,000          -
                                                       ---------  ---------

CHANGE IN CASH AND EQUIVALENTS DURING THE PERIOD . ..    25,437    (15,527)

Cash and equivalents, beginning of period. . . . . ..         -     40,964
                                                       ---------  ---------

Cash and equivalents, end of period.. . . . . . . . .  $ 25,437   $ 25,437
===================================================================================================================================

CASH PAID DURING THE PERIOD FOR:
 Interest expense. .  . . . . . . . . . . . . . . . .  $      -   $      -
 Income taxes. . . . . . . . . . .. . . . . . . . . .         -          -
===================================================================================================================================

SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES

     There were no significant non-cash transactions for the three month period ended March 31,
     2000 and for the period from incorporation on March 3, 1999 to March 31, 2000.

</TABLE>


THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART OF THESE FINANCIAL STATEMENTS.


<PAGE>

QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Unaudited)
MARCH  31,  2000

1.   HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

     The  Company  was  formed  on  March 3, 1999 under the Laws of the State of
Nevada  and  is  in  the  business  of  exploration  and  development of mineral
properties.  The  Company  has not yet determined whether its properties contain
mineral  resources  that may be economically recoverable.  The Company therefore
has  not  reached  the  development stage and is considered to be an exploration
stage  company.

     The  accompanying  financial  statements  have been prepared by the Company
without  audit.  In  the  opinion  of management, all adjustments (which include
only  normal  recurring  adjustments)  necessary to present fairly the financial
position,  results  of operations changes in stockholders' equity and cash flows
at  March  31,  2000  and  for  the  periods  then  ended have been made.  These
financial  statements  should  be read in conjunction with the audited financial
statements  of the Company for the year ended December 31, 1999.  The results of
operations for the period ended March 31, 2000 are not necessarily indicative of
the  results  to  be  expected  for  the  year  ending  December  31,  2000.

2.   GOING  CONCERN

     These  financial statements have been prepared in accordance with generally
accepted  accounting principles applicable to a going concern which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the  normal course of business.  The general business strategy of the Company is
to  acquire  mineral  properties  either  directly or through the acquisition of
operating  entities.  The  continued  operations  of  the  Company  and  the
recoverability  of  mineral  property  costs  is dependent upon the existence of
economically recoverable reserves, confirmation of the Company's interest in the
underlying  mineral  claims,  the  ability  of  the  Company to obtain necessary
financing  to  complete  the  development and upon future profitable production.
The  Company has incurred operating losses and requires additional funds to meet
its  obligations  and maintain its operations.  Management's plan in this regard
is  to  raise  equity financing as required.  These conditions raise substantial
doubt  about  the  Company's  ability  to  continue  as  a going concern.  These
financial  statements do not include any adjustments that might result from this
uncertainty.

<TABLE>
<CAPTION>


                                                     March               December
                                                   31, 2000              31, 1999
                                                  ----------  -------------------
<S>                                               <C>         <C>
Deficit accumulated during the exploration stage  $ (34,163)  $          (13,460)
Working capital. . . . . . . . . . . . . . . . .     15,837               36,540
================================================  ==========  ===================

</TABLE>

3.   SIGNIFICANT  ACCOUNTING  POLICIES

     CASH  AND  CASH  EQUIVALENTS

     Cash  and  cash equivalents include highly liquid investments with original
maturities  of  three  months  or  less.

     ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

<PAGE>

QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Unaudited)
MARCH  31,  2000

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     FINANCIAL  INSTRUMENTS

     The  Company's  financial instruments consist of cash and cash equivalents,
accounts  payable  and  accrued  liabilities.  Unless  otherwise  noted,  it  is
management's  opinion  that  the Company is not exposed to significant interest,
currency  or  credit  risks  arising from these financial instruments.  The fair
value  of  these financial instruments approximate their carrying values, unless
otherwise  noted.


     RESOURCE  PROPERTIES

     Costs  of  acquisition,  exploration,  carrying,  and  retaining  unproven
properties are expensed as incurred.  Costs incurred in proving and developing a
property ready for production are capitalized and amortized over the life of the
mineral  deposit  or  over  a shorter period if the property is shown to have an
impairment  in  value.


     ENVIRONMENTAL  REQUIREMENTS

     At  the  report  date, environmental requirements related to mineral claims
acquired  (Note  4)  are  unknown  and  therefore an estimate of any future cost
cannot  be  made.


     INCOME  TAXES

     Income  taxes  are  provided  in  accordance  with  Statement  of Financial
Accounting  Standards  No.  109  ("SFAS 109"), "Accounting for Income Taxes".  A
deferred  tax  asset  or  liability  is  recorded  for all temporary differences
between  financial  and  tax  reporting  and  net  operating loss carryforwards.
Deferred  tax  expenses  (benefit) result from the net change during the year of
deferred  tax  assets  and  liabilities.

     Deferred  tax  assets  are  reduced  by  a valuation allowance when, in the
opinion  of  management,  it is more likely than not that some portion or all of
the  deferred  tax  assets  will  not  be  realized.  Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date  of  enactment.


     LOSS  PER  SHARE

     In February 1997, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards No. 128, "Earnings Per Share" ("SFAS 128").
Under SFAS 128, basic and diluted earnings per share are to be presented.  Basic
earnings  per


<PAGE>

share  is  computed  by  dividing income available to common shareholders by the
weighted  average  number  of  common shares outstanding in the period.  Diluted
earnings  per share takes into consideration common shares outstanding (computed
under  basic  earnings  per  share)  and  potentially  dilutive  common  shares.

     FOREIGN  CURRENCY  TRANSLATION

Translation amounts denominated in foreign currencies are translated into United
States  currency  at exchanges rates prevailing at transactions dates.  Carrying
values  of  monetary  assets  and liabilities are adjusted at each balance sheet
date  to  reflect  the  exchange  rate  at  that  date.  Gains  and  losses from
restatement  of foreign currency monetary assets and liabilities are included in
income.


<PAGE>

QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Unaudited)
MARCH  31,  2000

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     STOCK-BASED  COMPENSATION

     Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to record
compensation  cost  for  stock-based  employee compensation plans at fair value.
The  Company has chosen to account for stock-based compensation using Accounting
Principles  Board  Opinion  No.  25, "Accounting for Stock Issued to Employees."
Accordingly  compensation  cost  for stock options is measured as the excess, if
any,  of the quoted market price of the Company's stock at the date of the grant
over  the  amount  an  employee  is  required  to  pay  for  the  stock.

     COMPREHENSIVE  INCOME

     The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS  130"),  "Reporting  Comprehensive  Income".  This  statement establishes
rules  for  the  reporting  of  comprehensive  income  and  its components.  The
adoption of SFAS 130 had no impact on total stockholders' equity as of March 31,
2000.

     ACCOUNTING  FOR  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

     In  June  1998,  the  Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting Standards No. 133 ("SFAS 133"), "Accounting
for  Derivative Instruments and Hedging Activities" which establishes accounting
and  reporting  standards for derivative instruments and for hedging activities.
SFAS  133  is  effective for all fiscal quarters of fiscal years beginning after
June  15,  1999.  In  June 1999, the FASB issued SFAS 137 to defer the effective
date  of  SFAS  133  to fiscal quarters of fiscal years beginning after June 15,
2000.  The  Company  does not anticipate that the adoption of the statement will
have  a  significant  impact  on  its  financial  statements.


4.     MINERAL  PROPERTY

     On  July  20,  1999, the Company acquired a 100% interest in the Hi-Ho 1-10
mining claims located in the New Westminster Mining Division of British Columbia
for  $10,000  (paid).  As  the  claims  do  not  contain any known reserves, the
acquisition  costs have been expensed during the period ended December 31, 1999.
To  exercise its option, the Company must complete a recommended work program in
the  amount  of  CDN$8,495  by July 20, 2000.  As at March 31, 2000, the Company
contributed  CDN$4,280  to  the  work  program.


<PAGE>


5.   CAPITAL  STOCK

     The  authorized common stock of the Company is 200,000,000 shares of common
stock  with  a par value of $0.001 per share.  All of the issued and outstanding
shares  are  fully paid and non-assessable.  All shares have equal voting rights
and,  when  validly issued, are entitled to one vote per share in all matters to
be  voted  upon  by  the  stockholders.  The  shares  have  no  pre-emptive,
subscription,  conversion  or  redemption rights and may be issued only as fully
paid  and non-assessable shares.  Holders of common shares are entitled to share
rateable  in  dividends,  as  may  be declared from time to time by the Board of
Directors in its discretion, from funds legally available for dividend payments.

     The Company has issued 5,000,000 common shares under Rule 504 of Regulation
D  of  the  Securities  Act  of  1933,  at a price of $0.01 per share, for total
proceeds  of  $50,000.


<TABLE>
<CAPTION>

QUILCHENA  RESOURCES,  INC.
(An  Exploration  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Unaudited)
MARCH  31,  2000

6.     INCOME  TAXES

     The  Company's  total  deferred  tax  is  as  follows:

                                                                   March  31,       December  31,
                                                                         2000                1999
                                                                     --------              ------
<S>                                                                                  <C>       <C>
Tax benefit of net operating loss carryforward . . . . . . . . . . .  $ 5,124                 520
Valuation allowance . . . . . . . . . . . . . . . . . . .  . . . . .   (5,124)               (520)
                                                                      --------              ------
                                                                      $   -                 $   -
                                                                      ========              ======

The Company has a net operating loss carryforward of approximately $34,163.  The
Company has provided a full valuation allowance on the deferred tax asset because of the
uncertainty regarding realizability.

</TABLE>



Exhibits  Required  by  Item  601  of  Regulation  S-B

Exhibit   Description
Number

(3)       Articles  of  Incorporation  and  By-laws:

          3.1     Articles  of Incorporation effective March 3, 1999
                  (incorporated by reference  from  the  Company's  Form  10-SB
                  (amended), filed on March 30, 2000)

          3.2     By-Laws effective March 4, 1999 (incorporated by reference
                  from the Company's  Form  10-SB  (amended), filed on March
                  30,  2000)

(10)      Material  Contracts

<PAGE>

          10.1     Amending  Agreement  dated  February  9,  2000 (incorporated
                   by reference  from  the  Company's  Form  10-SB (amended),
                   filed on March 30, 2000)

(21)      Name  of  Subsidiaries

          Nil.

(27)      Financial  Data  Schedule

(99)      Other

          99.1     Report  entitled  "Prospecting  Report on Rock Sampling
                   over the Hi-Ho  Property",  prepared  February  3,  2000
                   by Gerry Diakow (incorporated by reference from the Company's
                   Form  10-SB (amended), filed on March 30, 2000)

                                   SIGNATURES

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.


QUILCHENA  RESOURCES  INC.

By:     /s/  Derek  Herman
        ------------------
       Derek  Herman,  President/Director

Date:     May  12,  2000