<PAGE>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

      For the quarterly period ended October 31, 2000

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities
      Exchange Act of 1934

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


      Commission File Number      0-27277
                             ------------------

                     COPPER VALLEY MINERALS LTD.
 -----------------------------------------------------------------
 (Exact name of small Business Issuer as specified in its charter)

Nevada                                       98-0207554
-------------------------------              ----------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organisation)

2060 Gisby Street
West Vancouver, British Columbia, Canada     V7V 4N3
----------------------------------------     -------
(Address of principal executive offices)     (Zip Code)

Issuer's telephone number, including area code:  604-926-4300
                                                 ------------

                                None
---------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)

State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
2,033,000 Shares of $.001 par value Class A Common Stock outstanding
as of December 11, 2000.

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

<PAGE>

PART 1 - FINANCIAL INFORMATION

Item 1.     Financial Statements


The accompanying un-audited financial statements have been prepared
in accordance with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B, and, therefore, do not include all information and
footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' equity
in conformity with generally accepted accounting principles.  In the
opinion of management, all adjustments considered necessary for a
fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal recurring
nature.  Operating results for the six months ended October 31, 2000
are not necessarily indicative of the results that can be expected
for the year ending April 30, 2001.


<PAGE>

                    COPPER VALLEY MINERALS LTD.
                   (An Exploration Stage Company)


                       FINANCIAL STATEMENTS


                         OCTOBER 31, 2000
                            (Unaudited)
                     (Stated in U.S. Dollars)

<PAGE>

                    COPPER VALLEY MINERALS LTD.
                  (An Exploration Stage Company)

                          BALANCE SHEETS
                           (Unaudited)
                     (Stated in U.S. Dollars)

------------------------------------------------------------------------
                                                OCTOBER 31    APRIL 30
                                                   2000         2000
------------------------------------------------------------------------
ASSETS

Current
   Cash                                         $    1,887    $    8,963

Mineral Property (Note 3)                            8,000         8,000
                                                ------------------------
                                                $    9,887    $   16,963
========================================================================

LIABILITIES

Current
   Accounts payable                             $   16,719    $    2,602
   Loan payable                                      5,200             -
                                                ------------------------
                                                    21,919         2,602
                                                ------------------------

SHAREHOLDERS' EQUITY
Share Capital
   Authorized:
     100,000,000 Common shares,
       par value $0.001 per share

   Issued and outstanding:
     2,033,000 Common shares                         2,033         2,033

   Additional paid in capital                       52,217        52,217

Deficit Accumulated During The Exploration Stage   (66,282)      (39,889)
                                                ------------------------
                                                   (12,032)       14,361
                                                ------------------------
                                                $    9,887    $   16,963
========================================================================

<PAGE>

                     COPPER VALLEY MINERALS LTD.
                   (An Exploration Stage Company)

                   STATEMENTS OF LOSS AND DEFICIT
                            (Unaudited)
                     (Stated in U.S. Dollars)


-----------------------------------------------------------------------------
                        THREE     THREE       SIX        SIX
                        MONTHS    MONTHS     MONTHS      MONTHS     INCEPTION
                        ENDED     ENDED      ENDED       ENDED          TO
                        OCTOBER   OCTOBER    OCTOBER     OCTOBER     OCTOBER
                        31, 2000  31, 1999   31, 2000    31, 1999    31, 2000
-----------------------------------------------------------------------------
Expenses
  Office administration
    and sundry          $ 14,627  $  2,402   $  18,758   $  4,757   $  30,830
  Mineral property
    exploration
    expenditures               -         -           -        945       4,775
  Professional fees        2,157     7,943       7,635     11,256      29,552
  Stock transfer fees          -         -           -          -       1,125
                        -----------------------------------------------------
Net Loss For The Period   16,784    10,345      26,393     16,958   $  66,282
                                                                    =========
Deficit Accumulated
  During The Exploration
  Stage, Beginning Of
  Period                  49,498    12,034      39,889      5,421
                        -----------------------------------------

Deficit Accumulated
  During The
  Exploration Stage,
  End Of Period         $ 66,282  $ 22,379   $  66,282   $ 22,379
=================================================================

Net Loss Per Share      $   0.01  $   0.01   $    0.01   $   0.01
=================================================================

Weighted Average
  Number of Shares
  Outstanding          2,033,000 2,033,000   2,033,000  2,033,000
=================================================================

<PAGE>

                   COPPER VALLEY MINERALS LTD.
                  (An Exploration Stage Company)

                     STATEMENTS OF CASH FLOWS
                           (Unaudited)
                    (Stated in U.S. Dollars)


-----------------------------------------------------------------------------
                        THREE     THREE       SIX        SIX
                        MONTHS    MONTHS     MONTHS      MONTHS     INCEPTION
                        ENDED     ENDED      ENDED       ENDED          TO
                        OCTOBER   OCTOBER    OCTOBER     OCTOBER     OCTOBER
                        31, 2000  31, 1999   31, 2000    31, 1999    31, 2000
-----------------------------------------------------------------------------
Cash Flow From
  Operating Activity
    Net loss for the
      period           $ (16,784) $(10,345) $ (26,393) $  (16,958)  $ (66,282)

Adjustments To
  Reconcile Net Loss
  To Net Cash Used By
  Operating Activity
    Change in accounts
      payable             10,687     2,476     14,117       2,644      16,719
                       ------------------------------------------------------
                          (6,097)   (7,869)   (12,276)    (14,314)    (49,563)
                       ------------------------------------------------------
Cash Flow From
  Investing Activity
    Mineral property           -         -          -           -      (8,000)
                       ------------------------------------------------------

Cash Flow From
  Financing Activities
    Share capital
    issued                     -         -          -           -      54,250
    Loan payable           5,200         -      5,200           -       5,200
                       ------------------------------------------------------
                           5,200         -      5,200           -      59,450
                       ------------------------------------------------------

Increase (Decrease)
  In Cash                   (897)   (7,869)    (7,076)    (14,314)      1,887

Cash, Beginning Of
  Period                   2,784    42,516      8,963      48,961           -
                       ------------------------------------------------------
Cash, End Of Period    $   1,887  $ 34,647  $   1,887   $  34,647   $   1,887
=============================================================================

<PAGE>

                          COPPER VALLEY MINERALS LTD.
                         (An Exploration Stage Company)

                       STATEMENT OF STOCKHOLDERS' EQUITY

                                OCTOBER 31, 2000
                                   (Unaudited)
                             (Stated in U.S. Dollars)


                                 Common Stock
                        ----------------------------
                                          Additional
                                             Paid-in
                          Shares   Amount    Capital    Deficit     Total
                       --------------------------------------------------
Shares issued for
  cash at $0.005       1,200,000  $ 1,200   $  4,800    $     -  $  6,000

Shares issued for
  cash at $0.05          800,000      800     39,200          -    40,000

Shares issued for
  cash at $0.25           33,000       33      8,217          -     8,250

Net loss for the
  period                       -        -          -    (39,889)  (39,889)
                       ==================================================
Balance,
  April 30, 2000       2,033,000    2,033     52,217    (39,889)   14,361

Net loss for the
  period                       -        -          -    (26,393)  (26,393)
                       --------------------------------------------------
Balance,
  October 31, 2000     2,033,000  $ 2,033   $ 52,217  $ (66,282) $(12,032)
                       ==================================================

                                7

<PAGE>

                    COPPER VALLEY MINERALS LTD.
                  (An Exploration Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                         OCTOBER 31, 2000
                            (Unaudited)
                     (Stated in U.S. Dollars)

1.    NATURE OF OPERATIONS

a)    Organization

      The Company was incorporated in the State of Nevada, U.S.A.
      on June 12, 1998.

b)    Exploration Stage Activities

The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.

The recoverability of amounts shown as mineral property and
related deferred exploration expenditures is dependent upon
the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying
mineral claims and the ability of the Company to obtain
profitable production or proceeds from the disposition
thereof.


2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States.  Because a precise determination of many assets
and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.

The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:

a)    Mineral Property Costs

The Company capitalizes the acquisition costs of mineral
properties in which it has a continuing interest to be
amortized over the recoverable reserves when a property
reaches commercial production.  On abandonment of any
property, applicable acquisition costs will be written off.
 To date the Company has not established the commercial
feasibility of its mineral property, therefore all
exploration expenditures are being expensed.

                                8

<PAGE>

                   COPPER VALLEY MINERALS LTD.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

                        OCTOBER 31, 2000
                           (Unaudited)
                    (Stated in U.S. Dollars)

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)    Use of 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 for the reporting period.  Actual results could
differ from these estimates.

c)    Foreign Currency Translation

The Company's functional currency is the U.S. dollar.
Transactions in foreign currency are translated into U.S.
dollars as follows:

i)    monetary items at the rate prevailing at the balance
      sheet date;
ii)   non-monetary items at the historical exchange rate;
iii)  revenue and expense at the average rate in effect during
      the applicable accounting period.

Gains or losses arising in translation are included in the
results of operations.

d)    Income Taxes

The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109).  This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes.  If it is more likely than not that some
portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.

e)    Financial Instruments

The Company's financial instruments consist of cash and
accounts payable.

Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments.  The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.

                                9

<PAGE>

                    COPPER VALLEY MINERALS LTD.
                   (An Exploration Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                         OCTOBER 31, 2000
                            (Unaudited)
                      (Stated in U.S. Dollars)

2.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

f)    Net Loss Per Share

Net loss per share is based on the weighted average number
of common shares outstanding during the period plus common
share equivalents, such as options, warrants and certain
convertible securities.  This method requires primary
earnings per share to be computed as if the common share
equivalents were exercised at the beginning of the period or
at the date of issue and as if the funds obtained thereby
were used to purchase common shares of the Company at its
average market value during the period.


3.    MINERAL PROPERTY

The Company has entered into an option agreement to acquire a
51% interest in 37 mineral claims located in Mineral County,
Nevada.

In order to earn its interest, the Company must make cash
payments and incur exploration expenditures as follows:

	Cash payments:
-     $1,000 on March 31, 1999 (paid)
-     $7,000 on the first anniversary of the agreement (paid)
-     $50,000 on the second anniversary of the agreement
-     $75,000 on the third anniversary of the agreement
-     $75,000 on the fourth anniversary of the agreement
-     $100,000 on the fifth anniversary of the agreement
-     $120,000 per year thereafter until the property is placed
      into commercial production

The Company has the option to buyout the $120,000 yearly
minimum payment by making a one time payment of $1,000,000 in
cash or shares at not less than $0.50 per share.

Exploration expenditures:

-     A further $150,000 by April 1, 2001
-     A further $150,000 by April 1, 2002
-     A further $240,000 by April 1, 2003
-     A further $450,000 by April 1, 2004

Consideration paid to date                        $   8,000
                                                  =========

                                10

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations

Organization

Copper Valley Minerals Ltd. (the "Company") is a natural resource
company engaged in the acquisition, exploration and development
of mineral properties.  The Company has an option to acquire an
interest in the properties described below under the heading "New
York Canyon Property Option Agreement".  The Company intends to
carry out exploration work on the New York Canyon Property in
order to ascertain whether the New York Canyon Property possesses
commercially exploitable quantities of copper and ancillary
precious minerals, including gold and silver.  There can be no
assurance that a commercially exploitable mineral deposit, or
reserve, exists in the New York Canyon Property until appropriate
exploratory work is done and an economic evaluation based on such
work concludes economic feasibility.

New York Canyon Property Option Agreement

The Company has acquired an option (the "Option") to acquire a
51% interest in certain mineral claims situated in the State of
Nevada (the "New York Canyon Property").  The Company acquired
the Option pursuant to an agreement dated March 31, 1999 between
the Company, Kleinebar Resources Ltd. ("Kleinebar"), Bill
Henderson and Kurt Schendel (Kleinebar, Bill Henderson and Kurt
Schendel are referred to as the "Optionors").  To date, the
consideration paid by the Company to the Optionors for the grant
of the Option is $8,000 US.

The Company negotiated an amendment to the Option Agreement in
March 2000 which gave the Company a one year extension on the
dates required to meet the cash payments.

Company's Plan of Operation

The Company has determined to proceed with a limited exploration
program on the New York Canyon Property, as recommended by a
geological report obtained by the Company, subject to the Company
achieving the financing necessary for this exploration program.
The budgeted cost of this limited exploration program is $5,170.
 The Company had cash on hand in the amount of $1,887 as of
October 31, 2000.  Accordingly, the Company presently does not
have sufficient cash reserves in order to pursue the limited
exploration program.

The Company is presently evaluating the potential acquisition of
an alternate business or business assets outside of the mineral
exploration business.  The Company is considering such an
acquisition based on the current depressed market for mineral
resources and the difficulty perceived by management in financing
mineral exploration companies in the current market.  The Company
has not entered into any letter of intent or definitive agreement
for the acquisition of any business or business assets.  There is
no assurance that the Company will enter into any agreement for
the acquisition of any alternate business or business assets.

The Company currently has no employees, other than its sole
officer, Mr. J. Stephen Barley, a director and President,
Secretary and Treasurer of the Company, and does not expect to
hire any employees in the foreseeable future. The Company
conducts its business through agreements with consultants and
arms-length third parties.

Results of Operations

The Company did not earn any revenues during the six months ended
October 31, 2000.  The Company does not anticipate earning
revenues until such time as the Company enters into

                                11

<PAGE>

commercial production of the Company's mineral properties.  The
Company is presently in the exploration stage of its development
and there is no assurance that the Company will discover commercially
exploitable levels of mineral resources on its properties, or if
such resources are discovered, that the Company will enter into
commercial production of its mineral properties.

The Company incurred operating expenses in the amount of $26,393
for the six months ended October 31, 2000, compared to operating
expenses in the amount of $16,958 for the six months ended
October 31, 1999.  The largest component of these operating
expenses was travel and associated expenses incurred by
management in connection with the evaluation of prospective
business acquisitions during the three months ended October 31,
2000.  These operating expenses also included an amount of $4,500
paid pursuant to the Company's management agreement with C.H.M.
Consulting Inc., a company controlled by Mr. J. Stephen Barley, a
director and President of the Company.  These operating expenses
also included $7,635 in professional fees that were primarily
attributable the Company's ongoing obligations as a reporting
issuer under the Securities Exchange Act of 1934.  The Company
did not incur any mineral property exploration expenditures
during the six months ended October 31, 2000, compared with
mineral property exploration expenditures in the amount of $945
for the six months ended October 31, 1999.

The Company incurred a loss of $26,393 for the six months ended
October 31, 2000, compared to a loss of $16,958 for the six
months ended October 31, 1999.   The increased loss was primarily
reflective of increased administrative expenses and professional
fees.

Liquidity And Capital Resources

The Company had cash of $1,887 as of October 31, 2000 and a
working capital deficit of $20,032 as of October 31, 2000.

The Company's account payables increased to $16,719 as of October
31, 2000, compared to $2,602 as of April 30, 2000.  The Company's
current liabilities include demand loans totalling $5,200 as of
October 31, 2000.  Of these loans, a total of $2,700 is owed to
J. Stephen Barley, the Company's President, Secretary and
Treasurer and a director.

The Company requires additional funding in order to continue its
business operations. The Company presently does not have
sufficient cash reserves in order to pursue the limited
exploration program that it has planned to complete.  The
Company's current cash reserves are also insufficient to enable
the Company to pay for the legal and accounting expense of
complying with the Company's obligations as a reporting issuer
under the Securities Exchange Act of 1934 or to meet its
obligations under the Company's management agreement with C.H.M.
Consulting Inc.   The Company anticipates that it will require
funds of approximately $25,000 over the next twelve months to
fund the limited exploration program, its legal and accounting
expenses and its obligations to C.H.M. Consulting Inc.

The Company anticipates that any additional funding will be in
the form of equity financing from the sale of the Company's
common stock.  The Company does not have any arrangements in
place for future equity financing of the Company and there is no
assurance that the Company will be able to achieve additional
sales of its common stock.  The Company believes that debt
financing will not be an alternative for funding its mineral
exploration business.

If the Company is successful in raising financing for the limited
exploration program, the Company will assess whether to proceed
with further exploration programs upon completion of the limited
exploration program and an evaluation of the results of the
limited exploration

                                12

<PAGE>

program.

If the Company does not secure additional financing, the Company
will not be able to complete any additional exploration programs
or complete the required payments to Kleinebar or the required
exploration expenditures under the Option.  The Company will be
required to abandon the Option in the event that the Company is
unable to achieve sufficient financing as required to complete
the exploration expenditures on the New York Canyon Property or
complete the required payments to Kleinebar.  The Company will
consider bringing in a joint venture partner for the New York
Canyon Property if the Company is unable to achieve sufficient
funding by itself to proceed with the required exploration
expenditures and the Company does not want to abandon the New
York Canyon Property.  The Company may pursue acquiring interests
in alternate mineral properties in the event of termination of
the Option due to a failure to incur the required exploration
expenditures.

If the Company is not successful in arranging for financing, the
Company will assess whether to acquire a new business that would
enable the Company to raise funds in order to continue its
business operations.  The Company has not entered into any letter
of intent or agreement for the acquisition of any new businesses
or assets.  There is no assurance that the Company would be able
to enter into any agreement for the acquisition of any new
business or assets due to the Company's lack of cash reserves and
negative working capital position.

The Company has not purchased or sold any plant or significant
equipment and does not expect to do so in the foreseeable future.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, the Company will make written and oral
forward-looking statements about matters that involve risk and
uncertainties that could cause actual results to differ
materially from projected results.  Important factors that could
cause actual results to differ materially include, among others:

*     Fluctuations in the market prices of copper
*     General domestic and international economic and political
      conditions
*     Unexpected geological conditions or unfavourable results of
      exploration
*     Difficulties associated with managing complex operations in
      remote areas
*     Unanticipated milling and other processing problems
*     The speculative nature of mineral exploration
*     Environmental risks
*     Changes in laws and government regulations, including those
      relating to taxes and the environment
*     The availability and timing of receipt of necessary
      governmental permits and approval relating to operations,
      expansion of operations, and financing of operations
*     Fluctuations in interest rates and other adverse financial
      market conditions
*     Other unanticipated difficulties in obtaining necessary
      financing
*     The failure of equipment or processes to operate in accordance
      with specifications or expectations
*     Labor relations
*     Accidents
*     Unusual weather or operating conditions
*     Force majeure events
*     Other risk factors described from time to time in the
      Company's filings with the Securities

                                13

<PAGE>

      and Exchange Commission.

Many of these factors are beyond the Company's ability to control
and predict.  Investors are cautioned not to place undue reliance
on forward-looking statements.  The Company disclaims any intent
or obligation to update its forward-looking statements, whether
as a result of receiving new information, the occurrence of
future events, or otherwise.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities

      None

Item 3. Defaults upon Senior Securities

      None

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

      None

Item 5. Other Information

      None

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

(a)   None
(b)   Reports on Form 8-K--None

                                14

<PAGE>

                            SIGNATURES

In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorised.

COPPER VALLEY MINERALS LTD.


Date:     December 11, 2000



By:
          /s/ J. Stephen Barley

          J. STEPHEN BARLEY
          Director, President & Chief Executive Officer


                                15