U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                    Form 10-QSB/A

[x]     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarter ended June 30, 2000


[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from          to

Commission File No.

VANADIUM INTERNATIONAL, INC
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)

          NEVADA                                         88-0402908
          ---------------                                --------------
     (State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
      incorporation or organization)

                              2525 Sharon Way
                              Reno, NV  89509
                      -----------------------------
                (Address of Principle Executive Offices)

               Issuer's Telephone Number:  (775) 826-5445

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports). And (2) has been
subject to such filing requirements for the past 90 days.
          (1) Yes   X       No          (2)  Yes  X       No
                  ----         ----              ----        ----



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Page 2


                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                   June 30, 2000:  Common Stock - 20,981,000

                      DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained in Item
6 of this report.

Transitional Small Business Issuer Format    Yes           No  X
                                                -----         -----



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                         VANADIUM INTERNATIONAL, INC.
                               TABLE OF CONTENTS

PART I.     FINANCIAL INFORMATION                                           PAGE

Item 1.  Financial Statements:

Balance Sheets as of June 30, 2000 and
  December 31, 1999                                                            5

Statements of Operations for the six months ended
  June 30, 2000 and June 30, 1999, for the three
  months ended June 30, 2000 and June 30, 1999
  and from Inception through June 30, 2000                                     6

Statements of Cash Flow for the six months ended
  June 30, 2000 and June 30, 1999, for the three
  months ended June 30, 2000 and June 30, 1999 and
  from Inception through June 30, 2000                                         7

Statements of Stockholder's Equity for the period
  August 24, 1998 (Date of Incorporation) to June
  30, 2000                                                                     9

Notes to Financial Statements for the six months
  ended June 30, 2000 and June 30, 1999, for the
  three months ended June 30, 2000 and June 30, 1999
  and from Inception through June 30, 2000                                    10

Item 2.  Management's Plan of Operations                                      11

PART II.     OTHER INFORMATION

Item 1.  Legal Proceedings                                                    12

Item 2.  Changes in Securities                                                12

Item 3.   Defaults upon Senior Securities                                     12

Item 4.   Submission of Matters to a Vote of Securities Holders               12

Item 5.   Other Information                                                   12

Item 6.   Exhibits and Reports on Form 8 - K                                  12

Signatures                                                                    12

FINANCIAL SUMMARY - EXHIBIT 27                                                13


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PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together with related Notes.  In the opinion of management, these Financial
Statements fairly present the financial condition of the Company, but should be
read in conjunction with the Financial Statements of the Company for the year
ended December 31, 1999 and for the quarter ended March 31, 2000 previously
filed with the Securities and Exchange Commission.







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                          VANADIUM INTERNATIONAL, INC.
                         (FORMERLY U.S. VANADIUM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

June 30, 2000 and December 31, 1999     ASSETS
CURRENT ASSETS                                      June 30, 2000    Dec 31,1999
   CASH                                             $       892     $        90
   PREPAID EXPENSES                                        -               -
                                                    -----------     -----------
     TOTAL CURRENT ASSETS                           $       892     $        90

MINERAL ACQUISITIONS
    MINERAL PROPERTY                                $   100,000     $   100,000
    DEFERRED EXPLORATION                                   -               -
                                                    -----------     -----------
     TOTAL ASSETS                                   $   100,892     $   100,090
                                                    -----------     -----------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   ACCOUNTS PAYABLE                                 $     7,300     $    40,099
   DUE TO RELATED PARTIES                                  -        $    42,885
   OTHER LIABILITIES                                $     3,772            -
   SHAREHOLDER LOANS                                       -               -
                                                    -----------     -----------

     TOTAL CURRENT LIABILITIES                      $    11,072     $    82,984
                                                    -----------     -----------

NOTES PAYABLE                                              -               -
                                                    -----------     -----------

     TOTAL LIABILITIES                              $    11,072     $    82,984
                                                    -----------     -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL - NOTE 2

AUTHORIZED:
   80,000,000 common shares, $0.01 par value
   20,000,000 preferred shares, $0.01 par value
   ISSUED:
       20,981,000 common shares                     $   249,500     $   149,500

     DEFICIT ACCUMULATED DURING THE
      DEVELOPMENT STAGE                             $ (159,680)     $  (132,394)
                                                    -----------     -----------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)           $    89,820     $    17,106
                                                    -----------     -----------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   100,892     $   100,090


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

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Page 6

                          VANADIUM INTERNATIONAL, INC.
                         (FORMERLY U.S. VANADIUM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS PERIODS ENDED JUNE 30, 2000 AND JUNE 30,
1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH MARCH 31, 2000

                                     UNAUDITED

                  THREE        THREE                                AUG 24, 1998
                 MONTHS       MONTHS     SIX MONTHS    SIX MONTHS       (DATE OF
             ENDED JUNE   ENDED JUNE     ENDED JUNE    ENDED JUNE   INCEPTION TO
               30, 2000     30, 1999       30, 2000      30, 1999   JUN 30, 2000


OPERATING
EXPENSES
               $  15,473    $  16,672     $  27,296    $  37,783      $ 140,736

EXPLORATION
& DEV               -            -             -            -         $  18,944
               ---------    ---------     ---------     --------       --------
NET (LOSS)     $ (15,473)   $ (16,672)    $ (27,296)   $ (37,783)     $(122,473)

DEFICIT
BEGINNING
OF PERIOD        144,207       74,648       132,394       53,537           -

DEFICIT
END OF
PERIOD        $ 159,680     $  91,320     $ 159,680    $  92,320      $ 159,680
               ---------    ---------     ---------     --------       --------

BASIC AND
DILUTED LOSS
PER SHARE     $    (0.00)   $   (0.00)    $   (0.01)   $   (0.01)     $  (0.00)

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

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Page 7


                          VANADIUM INTERNATIONAL, INC.
                         (FORMERLY U.S. VANADIUM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS PERIODS ENDED JUNE 30, 2000 AND JUNE 30,
1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH JUNE 30, 2000

                                    UNAUDITED

                  THREE        THREE                                AUG 24, 1998
                 MONTHS       MONTHS     SIX MONTHS    SIX MONTHS       (DATE OF
             ENDED JUNE   ENDED JUNE     ENDED JUNE    ENDED JUNE   INCEPTION TO
               30, 2000     30, 1999       30, 2000      30, 1999   JUN 30, 2000

CASH FLOWS
FROM OPERATING
ACTIVITIES
NET (LOSS)     $ (15,473)   $ (16,672)    $ (27,286)    $ (37,783)    $(159,680)

  ADD: ITEMS
  NOT AFFECTING
  CASH

  SHARES ISSUED
  FOR EXPL.
  & DEV.
                    -            -             -             -        $  10,000
               ---------    ---------     ---------     ---------     ---------
               $ (15,473)   $ (16,672)    $ (27,286)    $ (37,783)    $(149,680)


CHANGES IN
NON-CASH
WORKING
CAPITAL
ITEMS

  ACCOUNTS
  PAYABLE      $ (12,154)   $   1,327     $ (32,799)    $  (4,692)    $   7,300

  DUE TO
  RELATED
  PARTIES      $ (22,000)   $   2,000     $ (42,885)    $  14,504          -

  OTHER
  LIABILITIES       -            -        $   3,772     $   3,772     $   3,772

  ACCOUNTS
  RECEIVABLE        -       $   4,000          -             -             -
               ---------    ---------     ---------     ---------     ---------

NET CASH
(USED) BY
OPERATING
ACTIVITIES     $ (49,627)   $  (9,345)    $ (99,198)    $ (24,199)    $(138,608)
               ---------    ---------     ---------     ---------     ---------


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Page 8

CASH FLOW
FROM INVESTING
ACTIVITIES

  ACQUISITION
  OF MINERAL
  PROP.             -            -             -             -        $ (50,000)

  MINERAL PROP.
  EXPLORATION       -       $     (63)         -        $  (1,175)         -

NET CASH (USED)
BY INVESTMENT
ACTIVITIES          -       $     (63)         -        $  (1,175)    $ (50,000)
               ---------    ---------     ---------     ---------     ---------

CASH FLOWS
FROM
FINANCING
ACTIVITIES

  PROCEEDS
  FROM
  ISSUANCE
  OF COMMON
  SHARES       $  50,000         -        $ 100,000         9,000     $ 189,500

  PRIVATE
  PLACEMENT    $  50,000         -        $ 100,000          -        $ 100,000
               ---------    ---------     ---------     ---------     ---------

NET CASH
PROVIDED BY
FINANCING
ACTIVITIES      $ 50,000         -         $100,000         9,000     $ 189,500
               ---------    ---------     ---------     ---------     ---------

NET INCREASE
(DECREASE)
IN CASH         $    377    $  (9,408)    $     802     $ (16,374)    $     892

CASH AT
BEGINNING
OF PERIOD       $    519    $  10,489     $      90     $  17,455          -

CASH AT END
OF PERIOD       $    892    $   1,081     $     892     $   1,081     $     892
               ---------    ---------     ---------     ---------     ---------


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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                          VANADIUM INTERNATIONAL, INC.
                         (FORMERLY U.S. VANADIUM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDER'S EQUITY
   FOR THE THREE MONTHS AND SIX MONTHS PERIODS ENDED JUNE 30, 2000 AND JUNE 30,
     1999 AND FOR THE PERIOD AUGUST 24, 1998 (INCEPTION) THROUGH JUNE 30, 2000
                             (Stated in US Dollars)
<TABLE>
<CAPTION>
                                                                            Deficit Accumulated
                                                      Additional Paid-in             During the
                       Common Shares #     Par Value             Capital       Development Stage         Total
                       ---------------     ---------             -------       -----------------         -----
<S>                         <C>            <C>                 <C>                  <C>              <C>
Shares issued for
seed capital - at
$0.025                         560,000     $   5,600           $   8,400            $      -         $  14,000

Shares issued for
property -at $0.0333         1,500,000        15,000              35,000                   -            50,000

9:1 stock dividend          18,540,000          -                   -                      -              -

Shares issued pursuant
to offering memorandum
at $0.50                        83,000            830             40,670                   -             41,500

Shares issued for
services -at $0.25             100,000          1,000             24,000                   -             25,000

Shares issued for
less than cost                    -              -               (15,000)                  -            (15,000)

Shares issued for cash
-at $0.25                      100,000          1,000             24,000                   -             25,000

Net loss for the period           -              -                  -                   (53,537)        (53,537)

Balance, as at              20,883,000         23,430            117,070                (53,537)         86,963
December 31, 1998

Shares issued for cash
pursuant to an offering
memorandum - at $0.50           18,000             180             8,820                   -              9,000

Net loss for the year             -               -                 -                   (78,857)        (78,857)

Balance, as at              20,901,000          23,610           125,890               (132,394)         17,106
December 31, 1999

Shares issued for cash
pursuant to a subscription
agreement -at $1.25             80,000             800            99,200                   -            100,000

Net loss for the period           -               -                 -                   (27,286)        (27,286)

Balance, as at              20,981,000     $   24,410          $ 225,090            $  (159,680)     $   89,820
June 30,2000                ==========      =========           ========             ==========       =========
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

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                           VANADIUM INTERNATIONAL, INC.
                         (FORMERLY U.S. VANADIUM CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS PERIODS
ENDED JUNE 30, 2000 AND JUNE 30, 1999 AND FOR THE PERIOD AUGUST 24, 1998
(INCEPTION) THROUGH JUNE 30, 2000.

1.  BASIS OF PRESENTATION

    In the opinion of management, the unaudited financial statements reflect all
    normally recurring adjustments necessary to fairly present the Company's
    financial position and results of operations for the periods indicated. The
    accompanying interim financial statements should be read in conjunction with
    the financial statements and related notes included in the Company's 10-KSB
    for the period ended December 31, 1999 and the 10QSB for the period ended
    March 31, 2000, which has been filed with the Securities and Exchange
    Commission. Certain information and footnote disclosures normally included
    in the Company's annual financial statements have been omitted from the
    quarterly financial statements based upon Securities and Exchange
    Commissions rules and regulations. Net loss per common and common equivalent
    share was computed based on the net loss divided by the weighted average
    number of common and common equivalent shares outstanding, unless
    antidilutive, during the year presented.

2.  FINANCING

                                             Common                   Additional
                                             Shares                   Paid-in
                                             #          Par Value     Capital
                                             -------    ---------     -------

       Balance, December 31, 1999          20,901,000   $  23,610     $ 125,890

       -Private Placement at @$1.25
         per share                             80,000                   100,000
                                           ----------    --------      --------

       Balance, June 30, 2000              20,981,000   $  23,610     $ 225,890
                                           ==========    ========      ========

The capital raised was used to fund operations. The Company anticipates needing
additional capital to fund operations during the upcoming year. The Company
intends to raise additional funds through private financings, or joint ventures
to permit further property exploration and development of various properties,
and to move one of its properties into the development and production stages
within the next two years. On March 15, 2000 the company executed a subscription
agreement in reliance upon the exemption from the registration requirements
under the Securities Act of 1933, as amended ("1933 Act"), afforded by
Regulation S, as promulgated by the Securities and Exchange Commission under
the Act.  The agreement was for the sale of  80,000 shares of common stock of
the company and 80,000 common stock purchase warrants at a price of $1.25 per
share and per warrant share exercisable at any time until the expiration of the
warrants on the one-year anniversary of this agreement. As of June 30, 2000 the
company acknowledges receipt of $100,000 in subscription funds.

On May 17, 2000 the company executed another subscription agreement in reliance
upon the exemption from the registration requirements under the Securities Act
of 1933, as amended ("1933 Act"), afforded by Regulation S, as promulgated by
the Securities and Exchange Commission  under the Act.  The agreement is for the
sale of  80,000 shares of common stock of the company and 80,000 common stock
purchase warrants at a price of $1.60 per share and per warrant share
exercisable at any time until the expiration of the warrants on the one-year
anniversary of this agreement. As of June 30, 2000 the company has not been in
receipt of any funds.


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Page 11

2.  RELATED PARTY TRANSACTIONS

     The Company was charged the following management fees and exploration and
development expenses by two directors of the company since inception:

                      Management Fees                           $68,000
                      Exploration and development expenses       16,819
                                                             ----------
                                                                $84,819

     As of June 30, 2000 the amount due to related parties had been paid in
     full.

3.   DESCRIPTION OF SECURITIES

     The authorized capital of the Company consists of 80,000,000 shares of
Common Stock, par value $.01, of which - 20,981,000 are outstanding.  The
material terms of the securities are as follows:

     All of the authorized common shares of the Company are of the same class
and, once issued, rank equally as to dividends, voting powers and participation
in assets. Holders of common shares are entitled to one vote for each share held
of record on all matters to be acted upon by the shareholders. Holders of common
shares are entitled to receive such dividends as may be declared from time to
time by the Board of Directors, in its discretion, out of funds legally
available therefrom.  No shares have been issued subject to call or assessment.
There are no preemptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds, nor any
cumulative voting rights. The Directors of the Company may from time to time
declare and authorize payment of dividends, as they deem advisable.  Subject to
the rights of members, all dividends on shares shall be declared and paid
according to the number of shares held.  No dividends have been declared since
incorporation.  The outstanding shares are fully paid and non-assessable.

     A class of preferred stock has been authorized with a par value of $0.01.
No shares of preferred stock have been authorized for issuance by the Board of
Directors as of the date of this statement.  The rights, privileges and
preferences of any series of preferred stock shall be determined by the Board of
Directors at the time of issuance.

There is no provision in the Company's Articles of Incorporation, as amended, or
Bylaws that would delay, defer, or prevent a change in control of the Company.

Item 2.  Management's Plan of Operations

     The Company is in its initial stages of exploration with no revenues or
income and is subject to all the risks inherent in the creation of a new
business.  The Company has not yet had revenues from operations. Accordingly,
the following information centers upon the Company's plan of operation.

     The Company owns the mineral rights and surface rights to three properties
on which it believes are located commercially mineable vanadium deposits.  The
three properties are referred to as the Gibellini, Bisoni, and Bisoni-McKay
properties.  The Company believes, based on a Pre-Feasibility Report and Pro
Forma Cash Flow Study for the Gibellini, Bisoni, Bisoni-McKay Vanadium Deposits
in Eureka and Nye Counties, Nevada for the Company by Jules Pierre LaPrairie,
P.E., that the three properties contain approximately 19 to 21 million tons of
0.42% vanadium pentoxide hosted within Devonian black shale facies.

     To date, $23,719 has been spent by the company on exploration and
development expenses, including title research, claim staking and filing fees
with the State of Nevada and Counties, annual rental payments to the Bureau of
Land Management ($100 per claim), travel expenses for site visits to the
property, library research and acquisition of reports, data and investigations
from previous owners of the project.

     The Company intends to continue with exploration and development of its
properties; although, the Company's focus for the next 21 months will be to have
one of its properties move into the production stage.  Additional exploration
and development will occur on the first property to be exploited and on other
Company properties.

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Page 12

Liquidity

     To date the Company's activities have been financed primarily through the
sale of equity securities.  No assurance can be given that the proceeds of the
private offering of the Company's securities or any other source of funding
described above will provide sufficient funds to undertake all of the Company's
planned project expansion for the next twelve months.  It is anticipated that
significant additional funds will be required to complete the development of any
commercially viable project.  There can be no assurance that the Company will be
able to obtain such additional financing, and whether the terms of such
financing would be favorable to the Company.  Failure to obtain such financing
could be detrimental to the success of the project. No contracts or commitments
have been entered into at this time.

PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings.

             During the first quarter the company negotiated a reduction in the
             balance owing for legal fees which was reflected in a reduction in
             expenses during the period.

    Item.2.  Changes in Securities and Use of Proceeds.

             During the first and second quarters of 2000, the Company did not
             issue any securities.

    Item 3.  Defaults Upon Senior Securities.

             None; not applicable.

    Item 4.  Submission of Matters to a Vote of Security Holders.

             None; not applicable.

    Item 5.  Other Information.

             As at June 30, 2000, 320,000 share purchase options are
             outstanding.  Each warrant entitles the holder to purchase one
             additional share of the company at $0.75 per share until February
             14, 2004.

    Item 6.  Exhibits and Reports on Form 8-K.

             (a) Exhibits.
                 None.

             (b) Reports on Form 8-K.
                 None

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.

                                                    VANADIUM INTERNATIONAL INC
Date:     8/10/00                                   By: /s/ Dennis LaPrairie
                                                    President and Director

Date:     8/10//00                                  By: /s/ George Weinstein
                                                    Secretary/Treasurer and
                                                    Director

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