U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                Amendment No. 1 to
                                   FORM 10-QSB


(Mark  One)

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(D) OF THE  SECURITIES
       EXCHANGE ACT  OF  1934

For the quarterly period ended    December 31, 2000
                               ----------------------

[ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

For the transition period from                    to
                               ------------------    -----------------

Commission  File  Number:     0-27295
                         ---------------


                           PLANET EARTH RECYCLING INC.
        (Exact name of small business issuer as specified in its charter)

                NEVADA                                    98-0208988
                ------                                   -------------
     (State or other jurisdiction of                   (I.R.S.  Employer
      incorporation or organization)                  Identification No.)

                                435 MARTIN STREET
                                BLAINE, WA  98230
                     (Address of principal executive offices)

                                 (360) 332-1350
                 (Issuer's telephone number, including area code)

     Check whether the issuer (1) filed all reports 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 Registrant was required to file such reports), and (2) has been subject
to  such  filing  requirements  for  the  past  90  days.  Yes [X]   No [ ]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity  as  of  the  latest  practicable  date:  As of February 7, 2001,
20,315,000 shares of common stock, par value $0.001 were issued and outstanding.

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


                                      - 1 -
<PAGE>
                           PLANET EARTH RECYCLING INC.
                       (Formerly Adventure Minerals Inc.)

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART  I  -  FINANCIAL  INFORMATION . . . . . . . . . . . . . . . . . . . . . . 3

     Item 1.  Financial  Statements . . . . . . . . . . . . . . . . . . . . . .3

          Balance Sheet as of December 31, 2000 and June 30, 2000 (unaudited) .3

          Income  Statement  for  the  six  months  ended
          December  30,  2000  and  June  30,  2000  (unaudited) . . . . . . . 4

          Income  Statement  for  the  three  months  ended
          December  30,  2000  (unaudited) . . . . . . . . . . . . . . . . . . 5

          Statements  of  Cash  Flows  for  the  Six  months  ended
          December  30,  2000  and  June  30,  2000  (unaudited) . . . . . . . 6

          Notes  to  the  Financial  Statements  (unaudited) . . . . . . . . . 7

     Item 2.  Management's Discussion and Analysis of Financial Condition
           and  Results  of  Operations . . . . . . . . . . . . . . . . . . . 12

PART  II  -  OTHER  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 19

     Item 1.  Legal  Proceedings . . . . . . . . . . . . . . . . . . . . . . .19

     Item 2.  Changes  in  Securities . . . . . . . . . . . . . . . . . . . . 19

     Item 6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . 19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . 19


                                      - 2 -
<PAGE>

<TABLE>
<CAPTION>
                           PLANET EARTH RECYCLING INC.
                        (Formerly Adventure Minerals Inc.)

                         PART  I.  FINANCIAL INFORMATION

ITEM  1.   FINANCIAL  STATEMENTS
--------------------------------

                           CONSOLIDATED BALANCE SHEET
                       As at DECEMBER 31, 2000 (Unaudited)


ASSETS                                     DECEMBER 31, 2000   JUNE 30, 2000
------                                    ------------------  --------------
<S>                                        <C>                 <C>
CURRENT ASSETS
     Cash in Bank                          $        2,067,539  $    1,877,144
     Funds held in Trust                               99,987               -
     Accounts Receivable - Trade                    1,553,041         488,830
     Accounts Receivable - Other                       93,420          25,757
     Prepaid expenses                                  15,420          71,741
                                           ------------------  --------------
                                           $        3,829,407  $    2,463,472

CAPITAL ASSETS (Notes 2 (d) and 3)                     23,580          20,881
LICENSE (Note 2 (e) and 8 (b))                        925,000         975,000

PROJECT DEPOSIT                                        17,170               -
MINERAL PROPERTY                                            -           1,681
EXPLORATION ADVANCE                                         -           8,299

                                           ------------------  --------------
TOTAL ASSETS                               $        4,795,157  $    3,469,333
                                           ==================  ==============

LIABILITIES & SHAREHOLDER'S EQUITY
----------------------------------

CURRENT LIABILITIES
     Accounts Payable (Note 9)             $          318,096  $      149,677
     Deferred Revenue (Notes 2 (c) and 4)                   -       1,392,573
     Note Payable (Note 5)                          1,000,000       1,000,000
                                           ------------------  --------------
                                                    1,318,096       2,542,250
                                           ------------------  --------------

SHAREHOLDER'S EQUITY
--------------------

CAPITAL STOCK (Note 1)                                  2,033           2,034
ADDITIONAL CONTRIBUTED CAPITAL                         52,217          52,217
RETAINED EARNINGS                                   3,422,811         872,832
                                           ------------------  --------------
                                                    3,477,061         927,083
                                           ------------------  --------------

                                           $        4,795,157  $    3,469,333
                                           ==================  ==============
</TABLE>

                 See accompanying notes to financial statements.


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                               PLANET EARTH RECYCLING INC.
                           (Formerly Adventure Minerals Inc.)

                 CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
               For the 6 month period ended DECEMBER 31, 2000 (Unaudited)


                                                              DEC 31, 00    JUNE 30, 00
                                                             ------------  -------------
<S>                                                          <C>           <C>

REVENUE                                                      $ 4,151,376   $  1,095,814
                                                             ------------  -------------

EXPENSES
     Advertising and promotion                                       903          2,881
     Automotive expenses                                           2,498            350
     Depreciation and amortization                                52,426         25,532
     Donation                                                     12,581          5,103
     (Gain) Loss US$ exchange                                    (65,183)        39,267
     Interest Expense                                             35,288         18,027
     Management consultants                                      803,786         33,888
     Office and general                                          325,598         16,583
     Professional fees                                           111,009         31,608
     Rent                                                         89,809         17,323
     Telephone                                                    29,891          1,565
     Travel                                                       27,740          3,036
     Utilities                                                     8,561              -
     Wages and benefits                                          191,832         25,967
     Write-off of Exploration Advance                              8,299              -
     Write-off of Mineral Property                                 1,681              -
                                                             ------------  -------------
                                                               1,636,719        221,130
                                                             ------------  -------------

INCOME BEFORE INTEREST INCOME                                  2,514,657        874,684
INTEREST INCOME                                                   35,322          4,606
                                                             ------------  -------------

NET INCOME                                                   $ 2,549,979   $    879,290
DEFICIT FROM MERGER                                                    -         (6,458)
RETAINED EARNINGS, BEGINNING OF PERIOD                           872,832              -
                                                             ------------  -------------
RETAINED EARNINGS, END OF PERIOD                             $ 3,422,811   $    872,832
                                                             ------------  -------------

                                                             ------------  -------------
Adjusted Earnings per Share - 20,315,000 SHARES OUTSTANDING  $      0.13   $       0.04
                                                             ------------  -------------
</TABLE>

                 See accompanying notes to financial statements.


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
                           PLANET EARTH RECYCLING INC.
                        (Formerly Adventure Minerals Inc.)

             CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
           For the 3 month period ended DECEMBER 31, 2000 (Unaudited)


                                                              Three Months
                                                             --------------
                                                                 Ended
                                                             --------------
                                                              Dec 31, 2000
                                                             --------------
<S>                                                          <C>

REVENUE                                                      $   2,341,670
                                                             --------------

EXPENSES
     Advertising and promotion                                         127
     Automotive expenses                                               135
     Depreciation and amortization                                  26,251
     Donation                                                       12,581
     (Gain) Loss US$ exchange                                     (114,133)
     Interest Expense                                               17,644
     Management consultants                                        444,832
     Office and general                                            200,639
     Professional fees                                              60,192
     Rent                                                           42,974
     Telephone                                                      16,874
     Travel                                                         15,197
     Utilities                                                       3,080
     Wages and benefits                                            146,941
     Write-off of Exploration Advance                                    -
     Write-off of Mineral Property                                       -
                                                             --------------
                                                                   873,334
                                                             --------------

INCOME BEFORE INTEREST INCOME                                    1,468,336
INTEREST INCOME                                                     16,461
                                                             --------------

NET INCOME                                                   $   1,484,797
                                                             --------------

Adjusted Earnings per Share - 20,315,000 SHARES OUTSTANDING  $        0.07
</TABLE>

        See  accompanying  notes  to  financial  statements.


                                      - 5 -
<PAGE>
<TABLE>
<CAPTION>
                               PLANET EARTH RECYCLING INC.
                           (Formerly Adventure Minerals Inc.)

                          CONSOLIDATED STATEMENT OF CASH FLOW
              For the 6 month period ended DECEMBER 31, 2000 (Unaudited)


                                                            DEC 31, 00    JUNE 30, 00
                                                           ------------  -------------
<S>                                                        <C>           <C>
CASH RESOURCES PROVIDED BY (USED IN)
OPERATING ACTIVITES
     Net Income                                            $ 2,549,979   $    879,290
Items not involving funds
     Amortization                                               52,426         25,532
     Deferred revenue realized                              (1,392,573)      (596,817)
Cash generated from (used for) operating working capital
     Fund held in trust                                        (99,987)
     Accounts receivable - trade                            (1,064,211)      (488,830)
     Accounts receivable - other                               (67,663)       (25,757)
     Prepaid expenses                                           56,321        (71,741)
     Accounts payable and accrued liabilities                  168,417        147,325
                                                           ------------  -------------

                                                               202,709       (130,998)
                                                           ------------  -------------
CASH RESOURCES PROVIDED BY (USED IN)
FINANCING ACTIVITIES
     Share capital                                                   -              1
     Note Payable                                                    -      1,000,000
     Fund received from contract advance                             -      1,989,390
                                                           ------------  -------------
                                                                     -      2,989,391
                                                           ------------  -------------
CASH RESOURCES PROVIDED BY (USED IN)
INVESTING ACTIVITIES
     Acquisition of license                                          -     (1,000,000)
     Purchase of capital assets                                 (5,124)       (22,094)
     Project Deposit                                           (17,170)
     Write-off of Mineral Property                               1,681
     Write-off of Exploration Advance                            8,299
                                                           ------------  -------------

                                                               (12,314)    (1,022,094)
                                                           ------------  -------------

INCREASE IN CASH                                               190,395      1,836,299
CASH AND TERM DEPOSITS, beginning of year                    1,877,144         40,845
                                                           ------------  -------------

CASH AND TERM DEPOSITS, end of year                        $ 2,067,539   $  1,877,144
                                                           ============  =============
</TABLE>


                 See accompanying notes to financial statements.


                                      - 6 -
<PAGE>
                           PLANET EARTH RECYLCING INC.
                       (Formerly Adventure Minerals Inc.)

                          NOTES TO FINANCIAL STATEMENTS
           For the 6 month period ended DECEMBER 31, 2000 (Unaudited)

1.   NATURE  OF  BUSINESS  AND  STATUS  OF  ACTIVITIES

     Planet  Earth  Recycling  Inc.  (formerly  Adventure  Minerals,  Inc.) (the
     "Company")  was  incorporated  in Nevada,  USA on February  17,  1999.  The
     Company is public  and has been  trading  on the Over-the-Counter  Bulletin
     Board since June,  2000.  On  September 15, 2000, a  merger  was  completed
     with a  private  company  (known  at the  time as  Planet  Earth  Recycling
     Inc.), in which shares were exchanged one for one. The Company's  name  was
     formally  changed  to  Planet  Earth  Recycling  Inc. on  November  2, 2000
     following  approval   by   the   Company's   shareholders  at   a   Special
     Shareholders' Meeting held in Seattle, Washington. All future business will
     be conducted  under the name  Planet  Earth  Recycling  Inc. and the symbol
     "PERI".

     Planet Earth Recycling Inc. is an integrated,  multi-faceted  recycling and
     waste  management  business  ready to address a broad  range of  recyclable
     material   including  glass,   plastic,   paper,   cardboard,   metals  and
     particularly organic wastes. The Company holds contractual rights to build,
     support,  and  supply  Thermo  Master(TM)  Plants  which  employs  a patent
     protected  process to convert  organic waste materials to valuable feed and
     fertilizer products.

     The  Company has  investment  in one  subsidiary,  Planet  Earth  Operating
     Systems Inc.,  which in turn has investments in eight  subsidiaries,  which
     are consolidated and summarized as follows:

<TABLE>
<CAPTION>
     COMPANY                                                  NATURE OF BUSINESS
<S>                                                           <C>
     Planet Earth Operating Services Inc. (100% owned)        Operating Company
     (a) Earth Alliance Systems Inc. (100% owned)             Total Recycling
     (b) Planet Earth Bio Conversion Inc. (100% owned)        Licensor of technology
     (c) Planet Earth Design Build Inc. (100% owned)          Engineering and Construction
     (d) Planet Earth Management Inc. (100% owned)            Commissioning and Operating
     (e) Environmental Pulp and Paper
         Sludges Inc.                  (50% owned)            Licensor of sludge technology
     (f) Environmental Bio Solids Solutions Inc. (50% owned)  Licensor of sludge technology
     (g) Environmental Agri Bio Solids Inc. (50% owned)       Licensor of sludge technology
     (h) Environmental Industrial Sludges Inc. (50% owned)    Licensor of sludge technology
</TABLE>

2.  SIGNIFICANT  ACCOUNTING  POLICIES

<TABLE>
<CAPTION>
<C>                             <S>
(a)   PRINCIPLES OF ACCOUNTING  These consolidated financial statements have been
                                prepared in accordance with accounting principles
                                generally accepted in Canada applicable to a going
                                concern, which assumes that the Company will
                                continue operation for a reasonable period of time and
                                will be able to realize its assets and discharge its
                                liabilities and commitments in the normal course of
                                operations.


                                      - 7 -
<PAGE>
                           PLANET EARTH RECYLCING INC.
                       (Formerly Adventure Minerals Inc.)

                          NOTES TO FINANCIAL STATEMENTS
           For the 6 month period ended DECEMBER 31, 2000 (Unaudited)

                                These principles can differ in certain material respects from
                                those accounting principles generally accepted in the
                                United States but no material differences exist in these
                                statements.

(b)   BASIS OF CONSOLIDATION    These financial statements have been prepared using the
                                purchase method of consolidation.  The assets and
                                liabilities of acquired companies are initially recorded at
                                their cost.  The results of operations of the acquired
                                companies are included from the dates of acquisition.  All
                                significant intercompany transactions and balances have
                                been eliminated on consolidation.

(c)   REVENUE RECOGNITION       Revenue is recognized when services are performed.

(d)   CAPITAL ASSETS            Plant and equipment is recorded at cost.  Amortization is
                                recorded on active and idle assets, computed using the 20%
                                straight-line method to amortize the cost of the assets over
                                their estimated useful lives.

(e)   LICENSES                  License rights are recorded at cost and are amortized on a
                                straight-line basis over the license period (10 years) which
                                is the Company's estimated period of benefit for these
                                costs.
</TABLE>

3.   CAPITAL  ASSETS
                                   Cost         Acc. Amort.     Net Book Value
       Office  Equipment          $26,526         $2,946           $23,580

     Amortization  for  the  period  amounted  to  $1,617.

     The  estimated  useful  life  of  the  office equipment is five years.


4.   DEFERRED  REVENUE

     The Company entered into a consulting contract on April 1, 2000, to provide
     consulting  and   administrative   services  at  a  fixed  monthly  fee  of
     $300,000.00  CDN  ($198,939 US) plus all costs charged at 15%. On April 28,
     2000 the first ten months were paid in advance  ($3,000,000 CDN; $1,989,390
     US). As at December 31, 2000 , none of that advance remained unearned.


                                      - 8 -
<PAGE>
                           PLANET EARTH RECYLCING INC.
                       (Formerly Adventure Minerals Inc.)

                          NOTES TO FINANCIAL STATEMENTS
           For the 6 month period ended DECEMBER 31, 2000 (Unaudited)

5.   NOTE  PAYABLE

     The Company,  in connection with its  acquisition of the license  agreement
     (Note 9 (b)) is indebted by way of a  $1,000,000  US note  payable,  due on
     demand at seven percent (7%) rate of interest payable both before and after
     maturity.  Interest  of  $53,313  US has been  accrued  but only  $3,313 US
     remains unpaid to December 31, 2000.

6.   SHARE  CAPITAL

     The Company has authorized  share capital of 160,000,000  common shares par
     value of $0.001US and  40,000,000  shares of  preferred  stock having a par
     value of $0.001  US.  Prior to the  merger,  there were  10,165,000  shares
     outstanding.  On September  15, 2000 a share  exchange in which  10,000,000
     shares of the Company were issued for all the outstanding  shares of planet
     earth  recycling Inc.  (private  company) one for one. Prior to the Merger,
     150,000  shares were  issued for the  settlement  of a certain  obligation.
     Total outstanding shares as of September 30, 2000 is 20,315,000.

                   Price           Number of Shares     Total Outstanding
                   -----           ----------------     -----------------

Cash Issue         $.005               1,200,000             1,200,000
Cash  Issue        $.05                  800,000             2,000,000
Cash  Issue        $.25                   33,000             2,033,000
5 for 1 Split                          8,132,000            10,165,000
Debt Settlement    $0.001                150,000            10,315,000
Share Exchange                        10,000,000            20,315,000


7.   COMMITMENTS

     The  Company  rents  its  head  office  and  administrative  offices  under
     operating  leases.  Rental  payments  during the period amounted to $17,323
     U.S$.  Aggregate minimum rental payments are $672,341 U.S.$ and approximate
     future  rent  payments  for the next five years  relative  to signed  lease
     agreements are as follows: U.S. $ -------- 2001 $182,805 2002 $167,841 2003
     $167,841 2004 $153,854

                                                    U.S. $
                                                  ---------
                                     2001          $182,805
                                     2002          $167,841
                                     2003          $167,841
                                     2004          $153,854


8.   SIGNIFICANT  AGREEMENTS

     The Company has entered  into  several  significant  agreements  during the
     operating period as follows:


                                      - 9 -
<PAGE>
                           PLANET EARTH RECYLCING INC.
                       (Formerly Adventure Minerals Inc.)

                          NOTES TO FINANCIAL STATEMENTS
           For the 6 month period ended DECEMBER 31, 2000 (Unaudited)

a)   Master Service Agreement. The Company has a Master Service Agreement with a
     corporation  that  allows  it to have the right to  construct,  commission,
     maintain,  operate,  supply  and  broker  the  end  product  of all  Thermo
     Master(TM)  Plants built for any licensee in the world.  These services are
     provided at a cost plus 15% rate.

b)   License  Agreement.  The Company entered into a License  Agreement on March
     28, 2000 to utilize the Thermo Master(TM) technology in Canada, Washington,
     Oregon, Nevada, Idaho,  California and Hawaii. The Company has an exclusive
     right to build a Thermo  Master(TM)  Plant in any of its  territories.  The
     License was  purchased  for  $1,000,000  US and was  satisfied  with a Note
     payable  (Note 5).  Amortization  of $25,000 has been  recorded  during the
     period (Note 2 (e)).  The License  Agreement  also calls for an  additional
     payment of $1,000,000 US for every plant constructed by or on behalf of the
     Licensee.

c)   Consulting  Agreement.  The Company has entered into a ten month Consulting
     Agreement for monthly consulting and administrative  services (see Note 4).
     This  contract is  renewable in October 2000 for the full rate or a reduced
     rate for a further  nine-month  period.  This  Contract  was  performed  to
     January 31, 2001.  On February 2, 2001 the Company  agreed to terminate the
     Consulting agreement.

d)   Office  Support,   Accounting  &  Administration  Consulting  Contract.  On
     February 2, 2001 the Company  entered into a 24 Month  agreement for Office
     support,  accounting and administrative  services for a flat fee of $10,000
     per month for defined services, with all additional services to be provided
     at Cost plus 15%.

e)   Accounting & Administrative  Consulting  Contract.  On February 2, 2001 the
     Company entered into a 24 Month agreement for accounting and administrative
     services for a flat fee of $60,000 per month for defined services, with all
     additional services to be provided at Cost plus 15%.

f)   Public  Relations  Consulting  Contract.  On  February  2, 2001 the Company
     entered into a 24 Month agreement for public relations  services for a flat
     fee of $30,000 per month for defined services, with all additional services
     to be provided at Cost plus 15%.

g)   Technology,  Operations,  Maintenance, Research & Development,  Engineering
     and Training Consulting  Contract.  On February 2, 2001 the Company entered
     into a 24 Month agreement to provide required services at Cost plus 15%.

Currently  the  Company  derives all its Revenue from these contracts, which are
with  one  Corporation.


                                     - 10 -
<PAGE>
                           PLANET EARTH RECYLCING INC.
                       (Formerly Adventure Minerals Inc.)

                          NOTES TO FINANCIAL STATEMENTS
           For the 6 month period ended DECEMBER 31, 2000 (Unaudited)

9.   RELATED  PARTY  TRANSACTIONS

     Included in accounts  payable as at December  31, 2000 was $45,857  owed to
     the Company's President.


                                     - 11 -
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

This  Form  10-QSB  contains forward-looking statements. The words "anticipate",
"believe",  "expect",  "plan",  "intend", "estimate", "project", "could", "may",
"foresee",  and  similar  expressions  identify  forward-looking statements that
involve  risks  and  uncertainties.  You  should  not  place  undue  reliance on
forward-looking  statements  in  this  Form  10-QSB  because  of  their inherent
uncertainty. The following discussion and analysis should be read in conjunction
with  the Financial Statements and Notes thereto and other financial information
included  in  this  Form  10-QSB  that  involve risks and uncertainties.  Actual
results  could  differ  materially  from  the  results  discussed  in  the
forward-looking  statements.

BUSINESS

The  Company  is  an  integrated,  multi-faceted  recycling and waste management
business,  ready  to  address  a  broad range of recyclable materials, including
glass,  plastic,  paper, cardboard, metals and particularly organic wastes.  The
Company,  through  one  of  its subsidiaries, holds contractual rights to build,
support  and  supply  Thermo  Master(TM) Plants, which employ a patent protected
process  to  convert  organic  waste  materials  to valuable feed and fertilizer
products  and  holds  an  exclusive master license to own and sub-license Thermo
Master(TM)  Plants in Canada, California, Washington, Oregon, Nevada, Hawaii and
Iowa.  The  Company's  presence in a community means local employment, effective
waste  recycling  opportunities  and  environmental  improvements.

The  Company  offers  a full range of waste recycling and management services to
waste  generators  and  communities.  The Company is structured as an integrated
business  with  several subsidiaries dedicated to delivering distinct aspects of
the  Company's  overall mandate.  The following diagram shows how the Company is
organized  to  serve  its  clients  and  shareholders:

                          PLANET EARTH RECYCLING, INC.
                          ----------------------------
                                        |
                      PLANET EARTH OPERATING SERVICES INC.
                      ------------------------------------
                                        |
                           1.     EARTH ALLIANCE SYSTEMS INC. (Waste acquisition
                                  --------------------------
                                  - Satellite centers - Tote  services  Transfer
                                  stations  -  De-packaging  -  Commodity broker
                                  glass, metals,  plastics,  paper,  organics  -
                                  Waste  audits)
                           2.     PLANET  EARTH  DESIGN BUILD INC.(Engineering -
                                  -------------------------------
                                  Permitting - Construction services - Equipment
                                  Procurement  -  Turnkey  recycling  systems  -
                                  Transfer  stations  -  New  technology
                                  development)
                           3.     PLANET EARTH BIO CONVERSION INC. (Licenses for
                                  -------------------------------
                                  Thermo Master(TM) Plants - Exclusive and  non-
                                  exclusive  territory)
                           4.     PLANET  EARTH  MANAGEMENT INC.  (Commissioning
                                  -----------------------------
                                  -  Training  - Operating  services  -  Support
                                  services  -  Complete  recycling  systems)


                                     - 12 -
<PAGE>
                           5.     ENVIRONMENTAL  PULP  AND  PAPER  SLUDGES  INC.
                                  ---------------------------------------------
                                  (Licensor of Pulp and Paper sludge technology)
                           6.     ENVIRONMENTAL  BIO  SOLIDS  SOLUTIONS  INC.
                                  -------------------------------------------
                                  (Licensor of Bio Solid sludge technology)
                           7.     ENVIRONMENTAL  AGRI  BIO SOLIDS INC. (Licensor
                                  -----------------------------------
                                  of Agri Bio Solid sludge technology)
                           8.     ENVIRONMENTAL INDUSTRIAL SLUDGES INC.(Licensor
                                  ------------------------------------
                                  of  Industrial  sludge technology)


Two  of the Company's subsidiary companies produce steady cash flow by supplying
construction  and  support  services  to  build,  operate  and  maintain  Thermo
Master(TM)  Plants,  Earth  Alliance Satellite Centers, transfer stations, water
treatment  facilities  and  other  such  physical  plants.  These  companies are
expected to provide services directly, but will more likely oversee the programs
and  services  that  are  delivered  at the local level by local sub-contractors
having  the  required  skills.

The  other  subsidiaries,  Earth  Alliance  Systems  Inc.  and  Planet Earth Bio
Conversion  Inc.  capitalize  on  the unlimited potential of waste and recycling
markets  throughout  the  world.  These  two companies are structured to own and
operate  waste  acquisition,  recycling,  organic waste conversion and commodity
brokering  businesses  to cover the full gamut of recycling opportunities in the
marketplace.  The  two  subsidiaries will hold equity positions in the Company's
growing  family  of  plants  and  businesses as well as create and capture major
revenues  and  profits.

The  Company  is  also involved in commodity businesses, whether that be the end
product  from  Thermo Master(TM) businesses (feed or fertilizer products) or the
recyclable  plastics,  paper,  glass,  metals  and  other recoverable materials.

All  subsidiary  businesses  are  structured  to operate profitably in their own
right.  The  subsidiaries  have  been  structured as distinct entities to ensure
that  the  Company's  management  can  track  each  subsidiary's  performance.

In  addition  to  the wholly owned subsidiaries, four new companies owned 50% by
Planet  Earth  Operating  Services  Inc.  were  formed  that  hold  Licenses  on
Thermophilic  sludge  technology,  to  perform  research  and development in the
following  areas:

          1)     Industrial  sludges;
          2)     Agri  Bio  Solid  sludges;
          3)     Bio  Solid  sludges;  and
          4)     Pulp  and  Paper  sludges.

This  sludge  research is part of the Company's constant search and discovery of
new  and  innovative  recycling  technologies.


                                     - 13 -
<PAGE>
The  parent  company,  Planet Earth Recycling, Inc., is primarily focused on the
acquisition  and  management  of  corporate  financing.  Planet  Earth Operating
Services  Inc.  ("PEOSI")  delivers  all  aspects of the operational side of the
business  through its several subsidiary companies.  The Company has assembled a
team  of  core  consultants  with  over  300 years of combined experience in the
critical  sectors of its business.  PEOSI is built from a company with a history
of  45  years  of  successfully providing systems, equipment and services in the
agricultural  and  environmental  industries.  It  continues  to  deliver  those
services  to  a  broad  industry  sector  and to expand even further.  Its waste
management  and  recycling  team  brings  experience  with  every  major  waste
management  firm  known  in  North  America. Within the group of key consultants
resides  knowledge  and  experience  in  engineering,  research and development,
construction,  mechanical  operations,  public  relations  and  marketing, waste
acquisition,  recycling  and  financing  needed  to  conduct  PEOSI's  business.

For  more information on the business of the Company, see the report on Form 8-K
dated  September  15,  2000 and filed under the name Adventure Minerals, Inc. on
September  29,  2000.

STATUS  OF  OPERATIONS

The  Company's  current  operations include the following activities from signed
contracts.

On  April  6,  2000,  POESI  signed  a 20 year Master(TM) Service Agreement with
Thermo  Tech(TM) Technologies Inc.  and Thermo Tech(TM) Bio Conversion Inc.  The
Master(TM)  Service  Agreement  provides  exclusive  rights  to PEOSI to provide
turnkey  construction,  commissioning  and  training,  maintenance  services,
technical services, Waste supply and End Product Purchasing for all licensees of
the  Thermo  Master(TM)  Mark  III  technology.  This  contract will provide the
expertise  and  know-how  to ensure all new licensees are delivered an operating
Thermo  Master(TM)  Mark  III Plant.  Through this Master(TM) Service Agreement,
the  Company  has  signed  the  following  contacts:

     1.     The  Company's  subsidiary  Planet  Earth  Design  Build  Inc. has a
Turnkey Construction Agreement with Hamilton Bio Conversion Inc. to complete the
upgrade  of the current facility to a Thermo Master(TM) Mark III facility.  This
agreement  was  executed  on  October  2,  2000.  The  value  of this project is
$10,000,000  and  the  project will be completed during the third quarter of the
Company's year.  Planet Earth Design Build Inc. is well underway on this project
which  is  billed  on  a  cost  plus  15%  basis.

     2.     Earth  Alliance Systems Inc. has entered into a 12-year Waste Supply
Agreement  with  Hamilton  Bio  Conversion  Inc. to ensure the facility receives
adequate  raw  waste  for processing.  This agreement was executed on October 2,
2000.  Earth  Alliance  Systems  Inc.  has  the  collection  system in place and
further  acquisitions  will only strengthen its current Ontario market position.

     3.     On  October  2,  2000,  PEOSI  signed a 12-year End Product Purchase
Agreement  with Hamilton Bio Conversion Inc.  This agreement enables the Company
to  broker  the  valuable  end  product  commodity  to  the  world.


                                     - 14 -
<PAGE>
     4.     PEOSI  is  also  currently  performing  Accounting  & Administrative
Services  under  a  Consulting  agreement with Thermo Tech(TM) Technologies Inc.
The  Agreement provides for a $60,000 monthly fee for specific services with all
additional  costs  charged  at  cost  plus  15%.

     5.     PEOSI  is  also  currently  performing  Office Support, Accounting &
Administrative  Services  under  a  Consulting  agreement  with  Hamilton  Bio
Conversion  Inc.  The  Agreement provides for a $10,000 monthly fee for specific
services  with  all  additional  costs  charged  at  cost  plus  15%.

     6.     PEOSI is also currently performing Public Relations Services under a
Consulting  agreement  with  Thermo  Tech(TM)  Technologies  Inc.  The Agreement
provides  for  a  $30,000  monthly fee for specific services with all additional
costs  charged  at  cost  plus  15%.

     7.     PEOSI  is  also  currently  performing  Technology,  Operations,
Maintenance,  Research  & Development, Engineering and Training Services under a
Consulting  agreement  with  Thermo  Tech(TM)  Technologies  Inc.  The Agreement
provides  for  all  services  to  be  charged  at  cost  plus  15%.

     8.     Planet Earth Design Build Inc. is currently preparing 12 feasibility
studies  for  new  projects, to assess what is required in each area.  These new
projects  can  generate  12  new  sites  for  total  recycling  for the Company.

     These  current  contracts  enable  the  Company  to provide its value-added
services to its clients and ensure room for future expansion with new facilities
and  new  opportunities.

PLAN  OF  OPERATIONS

The  Company is in the early stages of operations and is focused on implementing
and developing its business plan to meet its growth objectives.  The majority of
the  current  resources  of the Company are focused on this growth.  However, in
addition  to  the  current  operations,  the  Company  is  pursuing  several new
acquisitions  of  companies.

Firstly,  an  acquisition  in  New  York.  The  business  has  an  interest in a
proprietary  technology  business  and a current waste recycling facility, which
the  Company  believes will be of benefit to its operations both financially and
technologically.  Negotiations  are  currently  in  the  final  stages,  but  no
definitive  agreement  has  been  reached  with  the  New  York  Company.

The  Company  is  also in the final stages of negotiating letters of Intent with
several  other  companies  it  seeks  to  acquire.

FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

Six  Months  Ended December 31, 2000 Compared to the Seven Months Ended June 30,
2000.

This  information  has  been derived from unaudited interim financial statements
for  the period ended December 31, 2000 and audited financial statements for the
seven-month  period  ended  June 30, 2000. Results of operations for any interim
period  are  not  necessarily indicative of results to be expected from the full
fiscal  year.


                                     - 15 -
<PAGE>
The  Company's  operations,  going  forward,  are  the  operations of the merged
private  company,  Planet  Earth  Recycling  Inc.,  as  this  is  the continuing
business.  For  comparison purposes this quarter, the period ended June 30, 2000
will  be  used.  As  no  useful operating figures exist for the same period last
year,  July  1,  1999 to December 31, 1999, those figures will not be presented.

     Net  Income
     -----------

For  the  six  months  ended  December  31,  2000, the Company had net income of
$2,549,979.  This  is  an  increase  of  $1,675,295 over the comparison period's
operations,  which produced net income of $874,684.  This increase in net income
is  based on growing the operations of the Company.  Strong growth will continue
in  the next quarters as the business continues to develop based on the business
plan  of  the  Company.

     Operating  Revenue
     ------------------

Total  revenue  for  the six months ended December 31, 2000 was $4,151,376.  The
Company  increased  revenue  by  $3,055,562  or 379% over total revenues for the
seven  months  ended  June  30,  2000,  which  was  $1,095,814.  The increase in
revenues resulted from work on the Hamilton Bio Conversion project, Richmond Bio
Conversion  project,  several new projects and continued business growth in each
subsidiary.  The  Company's projects are all charged out on a cost plus basis to
facilitate  revenue  growth.

     Operating  Costs  and  Expenses
     -------------------------------

The  Company  had  an  increase  in  expenses of $1,415,589 during the period to
$1,636,719  as compared to the expenses for the seven months ended June 30, 2000
with  total  operating expenses of $221,130.  The increased expenses reflect the
growth  in  operations,  including  increases  in  the number of consultants and
employee's  to  implement  the  Company's business plan.  Other areas of expense
increases  included  professional  fees,  due  to  the  number  of  business
opportunities,  and  general  and administration fees.  The Company is currently
charging  out  at  cost  plus 15% these costs to its contract.  The Company also
wrote  off  the cost of the exploration advance and mineral property as it turns
its  focus  to  its  new  business.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  had  cash  of $2,067,539 and a working capital of $2,511,311 as of
December 31, 2000.  This is compared to cash of $1,877,144 and a working capital
deficit  of $78,778 as at June 30, 2000.  The increase is a direct result of the
net  income  during  the  period  of  $2,549,979.  In  addition all the Accounts
Receivable  -  Trade  of  $1,553,041  were  collected  in  January,  2001.

Management  estimates  the monthly cash "burn rate" to be approximately $400,000
per month.  The Company believes it has sufficient cash resources to operate its
business  over  the  next  twelve months.  Depending on market acceptance of the
Company's current business model, the Company may raise additional funds, either
debt  or  equity,  to  augment  future  growth  of  the  business.


                                     - 16 -
<PAGE>
Management  believes  that current cash balances and cash flows from operations,
will be sufficient to meet present growth strategies and related working capital
and  capital  expenditure  requirements.  The  current  business  plan  proposes
significant  increases  in  spending  when  compared to historical expenditures.
Management  may  decide  to  raise  additional  capital  through the issuance of
additional  debt  or  equity  securities.

The  Company  plans  to utilize a combination of internally generated funds from
operations,  potential  debt  and / or equity financings to fund its longer-term
growth  over  a  period  of  two  to  five  years.  The  availability  of future
financings  will  depend  on  market conditions.  A portion of the funds will be
needed  to  grow  the  business  through  acquisitions  of  other  businesses.

The  forecast  of  the  period  of  time  through  which the Company's financial
resources  will be adequate to support operations is a forward-looking statement
that  involves  risks  and  uncertainties.  The  actual funding requirements may
differ  materially  from this as a result of a number of factors including plans
to  acquire  other  businesses  and  rapidly  expand  its  operations.

EFFECT  OF  FLUCTUATIONS  IN  FOREIGN  EXCHANGE  RATES

The  majority of the Company's current operations are located outside the United
States.  The  functional  currency  for  this  foreign  operation  is  the local
currency.  The  carrying value of the Company's investments in Canada is subject
to  the  risk  of foreign currency fluctuations.  Any revenues received from the
Company's  international  operations  will  be subject to foreign exchange risk.

RISK  FACTORS

     THE COMPANY  MAY  REQUIRE  ADDITIONAL  EQUITY  FINANCING,  WHICH MAY NOT BE
     AVAILABLE AND MAY DILUTE THE OWNERSHIP INTERESTS OF INVESTORS.

The  Company's  ultimate  success will depend on its ability to raise additional
capital.  No  commitments  to  provide  additional  funds  have  been  made  by
management  or  other  shareholders.  The  Company  has  not  investigated  the
availability,  source  or  terms that might govern the acquisition of additional
financing.  When  additional capital is needed, there is no assurance that funds
will be available from any source or, if available, that they can be obtained on
terms  acceptable  to  the  Company.  If not available, the Company's operations
could  be  severely  limited,  and  it may not be able to implement its business
plan.  If  equity  financing  is  used  to raise additional working capital, the
ownership  interests  of  existing  shareholders  may  be  diluted.

     THE COMPANY'S OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICATLY.


                                     - 17 -
<PAGE>
As  a  result of the Company's limited operating history and the rapid expansion
of  its  business  operations,  the  Company's quarterly and annual revenues and
operating  results  are  likely  to  fluctuate  from period to period.  For this
reason,  you  should  not  rely on period-to-period comparisons of the Company's
financial  results  as  indications  of  future  results.  The  Company's future
operating results could fall below the expectations of public market analysts or
investors  and  significantly  reduce  the  market  price  of  its common stock.
Fluctuations  in  the  Company's  operating  results  will  likely  increase the
volatility  of  its  stock  price.

     THE COMPANY  DEPENDS ON THE  RELIABILITY  AND CONTINUITY OF ITS SERVICES AS
     PROVIDED BY ITS SUBSIDIARIES.

As  a  service provider, the Company is dependent upon the continued reliability
of  its  individual subsidiaries to provide high quality services.  Although the
Company  has  reliable  systems in place, and has not had any problems providing
quality service, there is no guarantee that the Company will be able to continue
to  provide  reliable  services.

     THE COMPANY  DEPENDENCE ON  RELATIONSHIPS  WITH  BUSINESSES AND GOVERNMENTS
     OUTSIDE THE UNITED STATES INVOLVES RISKS.

The  Company  depends  on  its  ability  to  establish  and  maintain successful
relationships  with  businesses  and  governments  located outside of the United
States.  If  the Company is unable to establish and maintain such relationships,
it will not be able to implement the business plan in its current configuration,
which  will  affect  both its revenue stream and profit potential.  In addition,
the  Company  faces  political  sovereign  risks  of  conducting  international
business,  including  risks  of  changing  economic conditions, which may have a
material  adverse  effect  on  its  ability  to  expand its operations globally.

     POTENTIAL BUSINESS COMBINATIONS COULD BE DIFFICULT TO INTEGRATE AND DISRUPT
     BUSINESS OPERATIONS.

Any  acquisition  of  or business combination with another company could disrupt
the  Company's  ongoing business, distract management and employees and increase
the  Company's expenses.  If another company acquires the Company, it could face
difficulties  in  assimilating  with  that  company's  personnel and operations.
Acquisitions also involve the need for integration into existing administration,
services,  marketing,  and  support  efforts.

     THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS TO ITS COMMON SHAREHOLDERS
     IN  THE  FORESEEABLE  FUTURE,   WHICH  MAKES   INVESTMENT  IN  THE  COMPANY
     SPECULATIVE OR RISKY.

The  Company  has not paid dividends on its common stock and does not anticipate
paying  dividends  on  its  common stock in the foreseeable future. The Board of
Directors  has  sole  authority  to  declare  dividends payable to the Company's
shareholders.  The  fact  that  the  Company  has  not  and does not plan to pay
dividends  indicates  that  the  Company  must use all of its funds generated by
operations for reinvestment in its operating activities and also emphasizes that
the  Company  may not continue as a going concern.  Investors also must evaluate
an  investment  in the Company solely on the basis of anticipated capital gains.


                                     - 18 -
<PAGE>
                         PART II.     OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
----------------------------

None

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS
---------------------------------------------------------

None


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

(a)  EXHIBITS.

None

(b)  REPORTS  ON  FORM  8-K.

None


                                   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.

PLANET  EARTH  RECYCLING,  INC.


    /s/  Rowland  Wallenius                               February 22, 2001
--------------------------------                     ---------------------------
Rowland  Wallenius,  President                                  Date


                                     - 19 -
<PAGE>