UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10QSB

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

     FOR THE QUARTERLY PERIOD ENDED March 31, 2001

     OR

[ ]  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 000-30065

                            IRON MASK MINING COMPANY
             (Exact name of registrant as specified in its charter)

           IDAHO                                           82-0230842
(State of other jurisdiction                     (IRS Employer Identification
of incorporation or organization)                                 Number)


                                656 Cedar Street
                             Ponderay, Idaho   83852
                     (Address of principal executive offices)

                                (208) 263-3834
               (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12  months (or  for such shorter  period that the  Registrant was
required  to file  such  reports), and  (2) has  been  subject  to  such  filing
requirements for the past 90 days.              Yes [ x ] No [   ]



Indicate  the number of  shares outstanding  of each of the issuer's  classes of
common stock, as of March 31, 2001: 22,959,816




















<PAGE>
                             IRON MASK MINING  COMPANY
                                     FORM  10-QSB
                  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH 31,  2001

                         PART I. - FINANCIAL INFORMATION

Item  1  Financial  Information


                            Iron Mask Mining Company
                          Reviewed Financial Statements
                       For the Three and Nine Months Ended
                             March 31, 2001 and 2000



Board  of  Directors
Iron  Mask  Mining  Company
PO  Box  1713
Sandpoint,  Idaho  83864


We  have reviewed  the accompanying Balance Sheet of Iron Mask Mining Company as
of  March  31, 2001 and 2000 and the related Statement of Income and Accumulated
Deficit,  Statement  of  Changes  in  Stockholders Equity, and Statement of Cash
Flows for the three and nine months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in  these financial
statements  is the representation of the management of Iron mask Mining Company.

A  review  consists principally of inquiries of company personnel and analytical
procedures  applied  to  the  financial data.  It is substantially less in scope
than  an  audit  in  accordance  with generally accepted auditing standards, the
objective  of  which  is  the  expression  of an opinion regarding the financial
statements  taken  as  a whole.  Accordingly, we do not express such an opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the  accompanying  financial statements in order for them to be in
conformity  with  generally  accepted  accounting  principles.


/s/Scott  Beggs  &  Company,  Inc


Scott  Beggs  &  Company,  Inc
Kellogg,  Idaho  83837

May  10,  2001














<PAGE>
                           Iron Mask Mining Company
                         A Development Stage Corporation
                                  Balance Sheet
                             March 31, 2001 and 2000

                                                       FY 2001     FY 2000
                                                    ------------  ------------
ASSETS
Current  Assets
  Cash in Bank                                      $       406   $     5,405
  Prepaid Insurance                                         -             750
                                                    ------------  ------------
    Total Current Assets                                    406         6,155

Property  and  Equipment
  Land                                                      -             -
  Buildings                                                 -             -
  Equipment                                               2,800
  Accumulated Depreciation                                 (100)
                                                    ------------  ------------
    Net Property and Equipment                            2,700             0
                                                    ------------  ------------
Total Assets                                        $     3,106   $     6,155
                                                    ============  =============


LIABILITIES  AND  EQUITY
Current  Liabilities
  Accounts Payable                                       39,635           -
  Interest Payable                                        2,178         3,343
  Notes Payable - Due within One Year                    14,962           -
                                                    ------------  ------------
    Total Current Liabilities                            56,775         3,343

Long  Term  Liabilities
  Notes Payable - Due in more than One Year               2,405             0
                                                    ------------  ------------
    Total Long Term Liabilities                           2,405             0
                                                    ------------  ------------
    Total Liabilities                                    59,180         3,343

Equity
  Common Stock, par value $.005, authorized
    100,000,000 shares, issued and outstanding
    22,959,816 and 22,177,316                           837,091       799,366
  Additional Paid in Capital                            215,936       215,936
  Deficit accumulated during Development Stage       (1,109,101)   (1,012,490)
                                                    ------------  ------------
    Total Equity (Deficit)                              (56,074)        2,812
                                                    ------------  ------------
Total Liabilities and Equity                        $     3,106   $     6,155
                                                    ============  ============








  See the accompanying accountant's report and notes, which are integral parts of
                           these financial statements.
<PAGE>
                             Iron Mask Mining Company
                         A Development Stage Corporation
                   Statement of Income and Accumulated Deficit
         For the Three and  Nine Months Ended - March 31, 2001 and 2000

                            Qtr Ended   Year to Date    Qtr Ended   Year to Date
                             3/31/01      3/31/01        3/31/00      3/31/00
                          ------------  ------------  ------------  ------------
INCOME
  Interest Income         $         2   $        23   $        61   $        77
  Gain (Loss) on Sale
    of Assets                     -             -         (29,551)      (29,551)
  All Other Income                -             -             271           296
                          ------------  ------------  ------------  ------------
    Total Income                    2            23       (29,219)      (29,178)

EXPENSES
  Professional Fees            10,092        21,573        16,000        21,000
  Payroll Taxes and
     Insurance                    -             966           -             -
  Interest and Bank Fees        1,079         2,311         3,879         3,915
  Taxes and Licenses              -              30           582           642
  Other                         6,032        16,245           882           882
  Assessments                   2,000        22,000           -             -
  Right  to  Mine                 -             -             -             -
  Other  Operating  Costs         -             -             -             -
  Depreciation Expense            100           100           -             -
  Rounding                        -             -             -             -
                          ------------  ------------  ------------  ------------
    Total Expenses             19,303        63,225        21,343        26,439
                          ------------  ------------  ------------  ------------

Net Loss                      (19,301)      (63,202)      (50,562)      (55,617)

Accumulated Deficit -
  Start of Period          (1,089,800)   (1,045,899)     (961,928)     (956,873)
                          ------------  ------------  ------------  ------------
Accumulated Deficit -
  End of Period           $(1,109,101)  $(1,109,101)  $(1,012,490)  $(1,012,490)
                          ============  ============  ============  ============


Earnings Per Share        $   (0.0008)  $   (0.0028)  $   (0.0023)  $   (0.0025)
                          ============  ============  ============  ============
















    See accompanying accountant's report and notes, which are integral parts of
                           these financial statements
<PAGE>
                             Iron Mask Mining Company
                         A Development Stage Corporation
                   Statement of Changes in Stockholders Equity
          For the Three and Nine Months Ended - March 31, 2001 and 2000

                            Qtr Ended   Year to Date    Qtr Ended   Year to Date
                             3/31/01      3/31/01        3/31/00      3/31/00
                          ------------  ------------  ------------  ------------
COMMON  STOCK
  Start of Period             830,366       830,366       799,366       799,366
  For Servcies                  6,725         6,725           -             -
                          ------------  ------------  ------------  ------------

End of Period                 837,091       837,091       799,366       799,366

ADDITIONAL PAID IN CAPITAL
  Start of Period             215,936       215,936       215,936       215,936
  None                            -             -             -             -
                          ------------  ------------  ------------  ------------

End of Period                 215,936       215,936       215,936       215,936

ACCUMULATED  DEFICIT
  Start of Period          (1,089,800)   (1,045,899)     (961,928)     (956,873)
  Current Period
     Profit (Loss)            (19,301)      (63,202)      (50,562)      (55,617)
                          ------------  ------------  ------------  ------------

End of Period              (1,109,101)   (1,109,101)   (1,012,490)   (1,012,490)
                          ------------  ------------  ------------  ------------

TOTAL STOCKHOLDERS EQUITY $   (56,074)  $   (56,074)  $     2,812   $     2,812
                          ============  ============  ============  ============



























    See accompanying accountant's report and notes, which are integral parts of
                           these financial statements
<PAGE>
                             Iron Mask Mining Company
                         A Development Stage Corporation
                    Statement of Cash Flows - Indirect Method
          For the Three and Nine Months Ended - March 31, 2001 and 2000


                            Qtr Ended   Year to Date    Qtr Ended   Year to Date
                             3/31/01      3/31/01        3/31/00      3/31/00
                          ------------  ------------  ------------  ------------
CASH FLOW FROM OPERATING
  ACTIVITIES
  Net Loss                    (19,301)      (63,202)      (21,011)      (26,066)
  Adjustments to Reconcile
    to  Net Cash
    Depreciation Expense          100           100           -             -
    Rounding Adjustment           -               1           -             -
  Changes in Operating
    Assets
   (Increase) Decrease in
      Prepaid Insurance           -             750           -             -
    Increase (Decrease) in
      Payable Accounts         15,851        38,120         1,516         1,924
    Increase (Decrease) in
      Payable Accounts -
      Related Parties            (413)        4,618           -             -
                          ------------  ------------  ------------  ------------
Net Cash (Used) Provided
  by Operating Activities      (3,763)      (19,613)      (19,495)      (24,142)

CASH FLOW FROM INVESTING
  ACTIVITIES
  Sale of Land                    -             -          57,829        57,829
  Purchase of Property/
    Equipment                  (2,800)       (2,800)          -             -
                          ------------  ------------  ------------  ------------
Net Cash (Used) Provided
  by Investing Activities      (2,800)       (2,800)       57,829         57,829

CASH FLOW FROM FINANCING
  ACTIVITIES
  Common Stock Proceeds         6,725         6,725           -              -
  Loan Proceeds                   -          12,748           -            5,000
  Loan Repayments                                         (33,355)       (33,355)
                          ------------  ------------  ------------  ------------
Net Cash (Used) Provided
  by Financing Activities       6,725        19,473       (33,355)      (28,355)
                          ------------  ------------  ------------  ------------

Net Increase (Decrease)
  in Cash                         162        (2,940)        4,979         5,332

Cash - Start of Period            244         3,346           426            73
                          ------------  ------------  ------------  ------------

Cash - End of Period      $       406   $       406   $     5,405   $     5,405
                          ============  ============  ============  ============




    See accompanying accountant's report and notes, which are integral parts of
                           these financial statements
<PAGE>
                            Iron Mask Mining Company
                           A Development Stage Company

                        Notes to the Financial Statements
                                  March 31, 2001

NOTE  1:     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

DEVELOPMENT  STAGE  COMPANY  -  GENERAL ACCOUNTING.  In June 1975, the Financial
Accounting  Standards  Board (FASB) issued Statement of Financial Standards No 7
effective  for  fiscal periods beginning after January 1, 1976, for companies in
the  development  stage.  That statement requires that such companies follow the
same  accounting  practices  as  operating companies and, thus, defer only those
costs which an operating company would normally defer and that dollar amounts be
assigned  to  shares  issued  for  noncash  considerations.

DEVELOPMENT ACTIVITIES.  The  primary  business  purpose  of  the Company is the
purchase  and  development of mining properties.  The realization of profits and
recovery of development costs are dependent upon increased market values and the
recoverability  of  the  minerals  of  the  Company's  properties.

CASH  AND CASH EQUIVALENTS.  For the purpose of the statement of cash flows, the
Company  considers  all  highly liquid debt instruments with a maturity of three
months  or  less  to  be  cash  equivalents.

DEPRECIABLE  ASSETS.  The  Company  owns  equipment  and  is using  the Modified
Accelerated Cost Recovery (macrs) method as allowed by the Internal Revenue Code
for  depreciation.  The  difference  between  macrs and methods as defined under
generally  accepted  accounting  principals  is  immaterial.

NOTES  PAYABLE.  The  Company  had  various notes payable to individuals.  These
notes  are  to Bob Evans, Gerald Sarff, and Bob and Don Delany in the respective
amounts  of  $  5,864,  $  5,067,  and    $ 6,436.  These loans and advances are
generally  due and payable within one year, thus, they are classified as current
Notes  Payable.  These  individuals  are  related  parties  to  Iron Mask Mining
Company.

INCOME TAXES.   The  Company  files  its  corporate  income  tax  returns  as  a
development  stage company.  Accordingly, all income and expense items are being
capitalized  as  development  costs.

NOTE  2:  ACQUISITION  AGREEMENT  YELLOW  PINE  RESOURCES  INC

The  Company  entered an agreement with Yellow Pine Resources Inc to acquire all
of  the  outstanding  shares  of  Yellow Pine Resources Inc in a stock for stock
exchange.  After  concluding the transaction, Iron Mask Mining Company owns 100%
of  the  outstanding  stock  of  Yellow  Pine  Resources Inc.  Iron Mask  Mining
Company  issued  6,000,000  shares  to the shareholders of record of Yellow Pine
Resources  Inc.  Iron  Mask  received $341,796  of capitalized development costs
for  income  tax  purposes  and the applicable mining leases and other assets of
Yellow  Pine Resources. $300,000  has been included as  Common stock and $41,796
as  additional  paid  in  capital.










<PAGE>
                            Iron Mask Mining Company
                           A Development Stage Company

                        Notes to the Financial Statements
                                December 31, 2000

NOTE  3:  CONSOLIDATION  INFORMATION

Included  in  the  deficit  accumulated  during development  stage activities is
$341,796 incurred  by  Iron Mask Mining Company's wholly owned subsidiary Yellow
Pine  Resources Inc.  See Note 2 for more information concerning the acquisition
of  Yellow  Pine  Resources  Inc.

NOTE  4:  LAND  SALE

During  the year ended June 30, 2000, the company sold some land.  This land was
acquired  in  approximately  1957  and the recorded book basis was $132,588  for
land,  buildings,  and  equipment.  The  buildings  and equipment had been fully
depreciated over their useful lives, and were either included in the sale or had
been  discarded over the years and not recorded.  The Company currently does not
own  any  real  property or  improvements.  The sales price for the land, net of
selling expenses was $57,829.   The loan from Montana Land Investments LLC, plus
interest,  was  paid  directly  by  the  title  company.

NOTE  5:  AMERICAN  DIATOMITE  LLC  AGREEMENT  AND  RELATED  PARTY  ACTIVITY

In May of 1999, Iron Mask Mining Company entered into an agreement with American
Diatomite  LLC.  Under  the  terms  of  this agreement, Iron Mask Mining Company
issued  to  American  Diatomite LLC 6,200,000 shares of restricted common stock,
par  value  $0.005.  Iron  Mask  Mining  Company received in  exchange  for this
stock,  the  right  to mine and develop the property currently owned by American
Diatomite  LLC.  There  is  a  provision  for  an option to purchase in 5 years.

Two  of  the  principals  in  American  Diatomite LLC also serve on the board of
directors and are shareholders of Iron Mask Mining Company.  Thus, the agreement
with  American  Diatomite  LLC  is considered a related party transaction.  This
transaction  has  been  recorded  as  a credit to common stock of $31,000  and a
Right  to Mine operating expense.  The value of this transaction was recorded at
par  value  for  the  stock.























<PAGE>
                              IRON MASK MINING  COMPANY
                                     FORM  10-QSB
                 FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH 31,  2001

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

The  Company  is  a  mining  company  engaged  in  exploration  and  development
activities.  The Company is pursuing opportunities within the mining industry as
well  as  other  industries.  The  Company  filed  Form  10-SB  General Form for
Registration  of  Securities  with the Security and Exchange Commission on March
22,  2000.  The  Company's  registration  became  effective  on  April 26, 2000.
Pennaluna  and  Company  has  made   formal  application  with  NASD   (National
Association of Security Dealers) to list Iron Mask Mining Company's stock on the
electronic  bulletin  board.   Public  trading  will   begin  when  and  if  the
application  is  approved.  The Company expects its shares will be listed on the
bulletin  board  exchange  in  second  quarter  2001 and intends to begin mining
operations  in  summer  2001.  The  Company's  fiscal  year  end  is  June 30th.

OVERVIEW

The  Company  was  formed  on May 16, 1957 and engaged in mining activities from
1957 to 1991.  From 1991 to February 1999 the Company was inactive.  On March 5,
1999,  the Company acquired 100% of the stock of Yellow Pine Resources, Inc., in
exchange for 6,000,000 shares of the Company's common stock.  On May 10th, 2000,
the  Company  entered  into  an  agreement  with  American Diatomite, L.L.C., to
develop,  mine  and  retain profits from 42 unpatented mining claims in exchange
for  6,200,000 shares of iron Mask Mining Company common stock.  The Company has
a  five-year  option  to  purchase  the  42  mining  claims for $3,000,000  from
American  Diatomite,  L.L.C.  The $ 3,000,000 purchase option price is exclusive
of  capital  gains  taxes  incurred  by  American  Diatomite,  L.L.C.

     Revenues

The  Company's  revenues  of  $23 for the  nine months ended  March 31, 2001 was
derived  entirely  from interest income, compared to total revenues of $ 373, of
which $77 was from  interest income and $296 was  from miscellaneous income, for
the  same  period  in  the  prior  year.

     Expenses

Total  expenses for the nine months ended March 31, 2001 and March 31, 2000 were
$63,225  and  $26,439 respectively.  In the  current quarter  significant  costs
were related to the registration and filing requirements of the Company's common
stock.  Professional  fees   were  $21,573  and  $21,000  respectively  and were
related  to  the costs of registering the Company's stock and SEC filings.  Bank
fees  and   interest  expense  on   short-term  loans  were  $2,311  and  $3,915
respectively.  License  costs  were  $30  and $642 for  each period.   Insurance
costs  were  $966  and zero  respectively.   Assessment  expense was $22,000 and
zero  for  each  period.   Other  costs  were  $16,245  and  $882  respectively.
Amounts  included  as  other  costs were related to site clean-up costs, bonding
costs,  office  expenses  and  supplies,  travel  and  miscellaneous  expenses.

FINANCIAL  CONDITION

     Liquidity

Cash  increased  $162 during  the quarter.  Accounts payable increased  $15,259,
due  to assessment and  professional fees incurred.   Interest payable increased
$592.  The  interest  payable  amounts  were  added to  notes payable to related
parties.  Short-term  notes payable decreased $413.  All  long-term debt is owed
to  related  parties  and  remained  the  same  during  the  quarter.
<PAGE>
                              IRON MASK MINING  COMPANY
                                     FORM  10-QSB
                 FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH 31,  2001

     Capital  Requirements

The  Company's  stock  registration, listing, and subsequent offering will allow
the  Company  to  raise  the  capital  needed  to  pursue its long-term goals of
developing  its  gold  and  diatomite  mining  operation and other opportunities
identified  by  management.


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  of  Form  8-K

(a) Exhibits required by Item 601:

None

(b)  Reports  on  Form  8-K

During the Quarter ended March 31, 2001 the Registrant filed no Form 8-Ks.


                                   SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Exchange Act  the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

IRON MASK MINING COMPANY


    /s/ Robert Delaney
BY: ------------------------------------          DATE:  May 17,  2001
Robert Delaney, President and Director