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

                                   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  January 31, 2001
                                    ----------------

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

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

Commission  File  No.   000-29917
                    -------------

                                  GROWTEX, INC.

        (Exact name of small business issuer as specified in its charter)

             Nevada                                          76-0602955
            -------                                          ----------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

               5076 Angus Drive, Vancouver, BC   Canada   V6M 3M5

                    (Address of principal executive offices)

                                 (604) 269-9881

                (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    NO   X
                                    ---     ---

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 1, 2001 - 2,500,000
shares  of  common  stock,  par  value  $0.001.

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


<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A Development Stage Company)


                                             INDEX


PART I - Financial Information                                                            Page
<S>                                                                                       <C>
Item 1.   Financial statements                                                               2
-------   --------------------

Balance Sheets as of January 31, 2001 (unaudited) and April 30, 2000 (audited)               2

Statements of Operations for the three months and nine months ended
     January 31, 2001 and 2000 (unaudited)                                                   3

Statements of Cash Flows for the nine months ended January 31, 2001 and 2000 (unaudited)     4

Notes to the financial statements                                                          5-6

Item 2.   Management's Discussion and Analysis of Results of
-------   --------------------------------------------------
          Operations and Financial Condition                                               7-9
          ----------------------------------

Signatures                                                                                  10
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A  Development  Stage  Company)
Balance  Sheet


                                                               January 31,    April 30,
                                                                  2000          2001
                                                                    $             $
                                                               (unaudited)    (audited)
<S>                                                           <C>            <C>
                                        Assets
License (Note 3)                                                         -            -
                                                              =============  ===========

                         Liabilities and Stockholders' Equity

Current Liabilities

   Accounts payable and accrued liabilities                              -            -
                                                              -------------  -----------

Contingent Liability (Note 1)

Stockholders' Equity

Common Stock, 25,000,000 shares authorized with a par value
   of $.001; 2,500,000 shares issued and outstanding                 2,500        2,500

Additional paid in capital                                             100          100
                                                              -------------  -----------

                                                                     2,600        2,600
Deficit Accumulated During the Development Stage                    (2,600)      (2,600)
                                                              -------------  -----------

                                                                         -            -
                                                              -------------  -----------

                                                                         -            -
                                                              =============  ===========
</TABLE>


                                                                             -2-
<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A  Development  Stage  Company)
Statement  of  Operations


                                         From  April 2, 1999    Three Months                 Nine Months
                                         (Date of Inception)        Ended                       Ended
                                            to January 31,       January 31,                 January 31,
                                             (unaudited)         (unaudited)                 (unaudited)
                                                2001         2001            2000          2001         2000
                                                 $            $               $             $             $
<S>                                       <C>            <C>            <C>             <C>         <C>
Revenues                                             -               -              -            -             -
                                          -------------  -------------  --------------  ----------  -------------

Expenses

     Amortization of license                     1,500               -            500            -         1,500
     License written-off                           500               -            500            -           500
     Organization expenses                         600               -              -            -             -
                                          -------------  -------------  --------------  ----------  -------------

                                                 2,600               -          1,000            -         2,000
                                          -------------  -------------  --------------  ----------  -------------

Net Loss                                        (2,600)              -         (1,000)           -        (2,000)
                                          =============  =============  ==============  ==========  =============

Loss Per Share                                   (.001)              -          (.001)           -         (.001)
                                          =============  =============  ==============  ==========  =============

Weighted Average Number of Shares            2,500,000       2,500,000      2,500,000    2,500,000     2,500,000
                                          =============  =============  ==============  ==========  =============
</TABLE>


                                                                             -3-
<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A  Development  Stage  Company)
Statement  of  Cash  Flows


                                                             Nine Months Ended
                                                                 January 31,
                                                                 (unaudited)
                                                                2001      2000
                                                                 $         $
<S>                                                             <C>      <C>
Cash Flows to Operating Activities
     Net loss                                                        -   (2,000)

     Non-cash items
          Amortization of license                                    -    1,500
          License written-off                                        -      500
                                                                -------  -------

Net Cash Used by Operating Activities                                -        -
                                                                -------  -------

Cash Flows from Financing Activities
     Increase in shares issued                                       -        -
                                                                -------  -------

Net Cash Provided by Financing Activities                            -        -
                                                                -------  -------

Change in cash                                                       -        -
Cash - beginning of period                                           -        -
                                                                -------  -------

Cash - end of period                                                 -        -
                                                                =======  =======

Non-Cash Financing Activities

     A total of 2,000,000 shares were issued at
     a fair market value of $0.001 per share for
     the acquisition of a License (Note 3)                           -        -

     Organization costs paid for by a director
     for no consideration treated as additional
     paid in capital                                                 -        -
                                                                -------  -------

                                                                     -        -
                                                                =======  =======

Supplemental Disclosures
     Interest paid                                                   -        -
     Income tax paid                                                 -        -
</TABLE>


                                                                             -4-
<PAGE>
Growtex,  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements



1.   Development Stage Company

     Growtex,  Inc.  herein (the  "Company")  was  incorporated  in the State of
     Nevada,  U.S.A. on April 2, 1999. The Company  acquired a license to market
     and  distribute  a  product.  As  discussed  in Note 3, this  license is in
     jeopardy and the Company has retained the right to sue the vendor.

     The Company's new business  plan is as a "blank check"  company.  Under the
     Securities  Act of 1933, a blank check  company is defined as a development
     stage  company  that  has no  specific  business  plan  or  purpose  or has
     indicated  that its business  plan is to engage in a merger or  acquisition
     with an  unidentified  company or companies  and is issuing  "penny  stock"
     securities.

     In a development stage company,  management  devotes most of its activities
     in investigating business opportunities.  Planned principal activities have
     not yet begun.  The ability of the  Company to emerge from the  development
     stage with respect to any planned principal  business activity is dependent
     upon its successful  efforts to raise additional  equity financing and find
     an appropriate merger candidate.  There is no guarantee that Growtex,  Inc.
     will be able to raise any equity  financing or find an  appropriate  merger
     candidate.  There is substantial  doubt regarding the Company's  ability to
     continue as a going concern.


2.   Summary of Significant Accounting Policies

     (a)  Year end

          The Company's fiscal year end is April 30.

     (b)  Licenses

          Costs to acquire  licenses were  capitalized as incurred.  These costs
          were amortized on a straight-line basis over their remaining estimated
          useful lives.

     (c)  Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     (d)  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  during the  periods.  Actual  results  could differ from
          those estimates.

     (e)  Adjustments

          These interim unaudited financial statements have been prepared on the
          same basis as the annual  financial  statements  and in the opinion of
          management,   reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to present  fairly  the  Company's
          financial  position,  results  of  operations  and cash  flows for the
          periods  shown.  The results of  operations  for such  periods are not
          necessarily  indicative of the results expected for a full year or for
          any future period.


                                                                             -5-
<PAGE>
3.   License

     The Company's  only asset is a license to distribute  and produce an oxygen
     enriched water product for  remediation of sewage,  and the rights accruing
     from this license called Biocatalyst.  The Company's original business plan
     was to  determine  the  feasibility  of the  sewage  and waste  remediation
     application,  and, if proved to be feasible for this application,  become a
     producer.  The Company  acquired the  three-year  license from  Mortenson &
     Associates  on April 5, 1999 by issuing  2,000,000  shares at a fair market
     value of $.001 or $2,000.  The general partner of Mortenson & Associates is
     also a spouse of a former director and officer of the Company.  Mortenson &
     Associates acquired its right to sublicense Biocatalyst to the Company from
     NW Technologies.

     The Company filed a Form S-1 Registration Statement with the SEC on July 9,
     1999.  In  December,  1999,  David R.  Mortenson,  Mortenson &  Associates'
     principal,  notified the Company  that he was  involved in a legal  dispute
     with NW Technologies,  and would be unable to fulfill his obligations under
     the license to the Company. As a result, the Company's ability to implement
     its business plan was seriously undermined. On February 10, 2000, Mortenson
     & Associates,  the Company,  and the Company's  sole  shareholder,  Michael
     Kirsh,  entered  into  a  settlement  agreement.  Under  the  terms  of the
     settlement     agreement,     Mortenson    &     Associates'     affiliate,
     Vitamineralherb.com  granted  to  Michael  Kirsh a  license  to  distribute
     vitamins and similar  products in part for his  agreement not to pursue his
     individual claims against Mortenson & Associates.  The settlement agreement
     provides that Mortenson  will prosecute his claims against NW  Technologies
     diligently,  with a goal toward recovering the Biocatalyst rights. Pursuant
     to the  settlement  agreement,  the  Company  has  retained  its  right  to
     prosecute its claims against Mortenson & Associates for breach of contract.
     The Company has no plans to pursue a claim at this time.


                                                                             -6-
<PAGE>
ITEM  2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS
-----------------------------------------------------------------------------

The  following  discussion  and  analysis should be read in conjunction with the
Company's Financial Statements and Notes thereto and other financial information
included  elsewhere  in this Form 10-QSB. This Form 10-QSB contains, in addition
to  historical  information,  forward-looking  statements that involve risks and
uncertainties.  The  Company's  actual  results could differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute  to  such  differences  include  those  discussed  below.

OVERVIEW

The  Company's  business  plan  is to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular acquisition
in mind and has not entered into any negotiations regarding such an acquisition.
Neither the Company's sole officer and director nor any affiliate has engaged in
any  negotiations  with  any  representative  of  any  company  regarding  the
possibility  of  an  acquisition  or  merger  between the Company and such other
company.

Management  anticipates  seeking out a target company through solicitation. Such
solicitation  may  include  newspaper  or  magazine advertisements, mailings and
other  distributions  to  law  firms,  accounting  firms,  investment  bankers,
financial  advisors  and  similar persons, the use of one or more World Wide Web
sites  and  similar methods. No estimate can be made as to the number of persons
who  will  be contacted or solicited. Management may engage in such solicitation
directly  or  may employ one or more other entities to conduct or assist in such
solicitation.  Management  and  its  affiliates will likely pay referral fees to
consultants  and  others  who  refer  target  businesses for mergers into public
companies  in  which  management  and  its affiliates have an interest. Payments
would  be  made  if  a business combination occurs, and may consist of cash or a
portion  of  the stock in the Company retained by management and its affiliates,
or  both.

The  Company's  purpose  is  to  seek,  investigate  and,  if such investigation
warrants,  acquire  an  interest  in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business,  industry, or geographical location and the Company may participate in
a  business venture of virtually any kind or nature. Management anticipates that
it  will  be  able to participate in only one potential business venture because
the  Company  has  nominal  assets and limited financial resources. See "Item 1,
Financial  Statements."  This  lack  of  diversification  should be considered a
substantial  risk  to the shareholders of the Company because it will not permit
the  Company  to  offset  potential  losses  from one venture against gains from
another.

The  Company  will  not  restrict  its  search for any specific kind of business
entity,  but  may  acquire  a venture which is in its preliminary or development
stage,  which  is  already  in  operation,  or  in  essentially any stage of its
business  life.  It  is  impossible  to  predict  at this time the status of any
business in which the Company may become engaged, in that such business may need
to  seek  additional  capital, may desire to have its shares publicly traded, or
may  seek  other  perceived  advantages  which  the  Company  may  offer.

The  Company  may  seek a business opportunity with entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop  a  new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or  acquire  existing  businesses  as  subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate  will  be  complex and extremely risky. Management believes (but has
not  conducted any research to confirm) that there are business entities seeking
the  perceived  benefits  of  a  publicly registered corporation. Such perceived
benefits  may  include  facilitating  or improving the terms on which additional
equity  financing may be sought, providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,  increasing  the  opportunity  to use
securities  for  acquisitions,  providing  liquidity  for shareholders and other
factors.  Business  opportunities  may be available in many different industries
and  at  various  stages  of  development,  all  of  which will make the task of
comparative  investigation and analysis of such business opportunities difficult
and  complex.


                                                                             -7-
<PAGE>
The  Company  has,  and  will continue to have, no capital with which to provide
cash  or  other  assets  to the owners of business entities. However, management
believes  the Company will be able to offer owners of acquisition candidates the
opportunity  to  acquire  a  controlling  ownership interest in a public company
without  incurring  the  cost  and  time  required  to conduct an initial public
offering.  Management  has  not  conducted  market  research and is not aware of
statistical  data  to  support the perceived benefits of a merger or acquisition
transaction  for  the  owners  of  a  business  opportunity.

The  analysis  of new business opportunities will be undertaken by, or under the
supervision  of,  the  sole  officer  and  director of the Company, who is not a
professional  business analyst. In analyzing prospective business opportunities,
management  will consider such matters as the available technical, financial and
managerial  resources; working capital and other financial requirements; history
of  operations,  if  any;  prospects  for  the future; the nature of present and
expected  competition;  the  quality and experience of management services which
may  be  available  and  the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable
but  which  then  may  be  anticipated  to impact the proposed activities of the
Company;  the  potential  for growth or expansion; the potential for profit; the
perceived  public  recognition  or  acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria  is  not  meant  to be restrictive of the Company's virtually unlimited
discretion  to  search  for  and  enter  into  potential business opportunities.

The  Company  may  enter into a business combination with a business entity that
desires  to  establish  a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own  public  offering  by  seeking a business combination with the Company. Such
consequences  may  include,  but  are  not  limited  to,  time  delays  of  the
registration  process,  significant expenses to be incurred in such an offering,
loss  of  voting  control  to  public shareholders or the inability to obtain an
underwriter  or  to  obtain  an  underwriter  on  satisfactory  terms.

Management  of  the  Company, which in all likelihood will not be experienced in
matters  relating  to  the  business of a target company, will rely upon its own
efforts  in  accomplishing  the  business  purposes  of  the  Company.  Outside
consultants  or  advisors may be utilized by the Company to assist in the search
for  qualified  target  companies.  If  the  Company does retain such an outside
consultant  or  advisor,  any  cash  fee  earned  by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to  pay  such  obligation.

A  potential  target  company may have an agreement with a consultant or advisor
providing  that  services  of  the  consultant or advisor be continued after any
business  combination.  Additionally,  a  target company may be presented to the
Company  only  on  the condition that the services of a consultant or advisor be
continued  after  a merger or acquisition. Such preexisting agreements of target
companies  for  the  continuation  of  the  services  of attorneys, accountants,
advisors  or consultants could be a factor in the selection of a target company.

In  implementing  a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with  another  corporation  or entity. It may also acquire
stock  or  assets of an existing business. On the consummation of a transaction,
it  is likely that the present management and shareholder of the Company will no
longer  be  in  control  of  the  Company.  In  addition,  it is likely that the
Company's  officer  and  director  will, as part of the terms of the acquisition
transaction,  resign  and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state  securities  laws. In some circumstances, however, as a negotiated element
of  its  transaction,  the  Company  may agree to register all or a part of such
securities  immediately  after  the  transaction  is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will be undertaken by the surviving entity after the Company has
entered  into  an  agreement  for  a  business  combination or has consummated a
business  combination  and  the  Company  is  no longer considered a blank check
company.  Until  such  time  as  this  occurs, the Company will not register any
additional securities. The issuance of additional securities and their potential
sale  into  any trading market which may develop in the Company's securities may
depress  the  market  value  of the Company's securities in the future if such a
market  develops,  of  which  there  is  no  assurance.


                                                                            -8-
<PAGE>
While  the  terms  of a business transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will  desire  to avoid the creation of a taxable event and thereby structure the
acquisition  in  a  "tax-free"  reorganization  under Sections 351 or 368 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").

With  respect  to  any merger or acquisition negotiations with a target company,
management  expects  to  focus  on  the  percentage  of the Company which target
company  shareholders  would  acquire in exchange for their shareholdings in the
target  company. Depending upon, among other things, the target company's assets
and  liabilities,  the  Company's  shareholders  will  in  all likelihood hold a
substantially  lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction  in  the  event the Company acquires a target company with substantial
assets.  Any  merger  or  acquisition effected by the Company can be expected to
have  a  significant  dilutive  effect  on  the percentage of shares held by the
Company's  shareholders  at  such  time.

The  Company  will  participate  in  a  business  opportunity  only  after  the
negotiation  and execution of appropriate agreements. Although the terms of such
agreements  cannot  be predicted, generally such agreements will require certain
representations  and  warranties  of  the  parties thereto, will specify certain
events  of  default,  will  detail the terms of closing and the conditions which
must  be  satisfied by the parties prior to and after such closing, will outline
the  manner  of  bearing  costs,  including  costs associated with the Company's
attorneys  and  accountants,  and  will  include  miscellaneous  other  terms.

The  Company  will  not  acquire  or  merge with any entity which cannot provide
audited  financial  statements  at  or  within a reasonable period of time after
closing  of  the  proposed  transaction.  The  Company  is subject to all of the
reporting  requirements  included  in  the  Exchange  Act.  Included  in  these
requirements  is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K  (or  10-KSB,  as applicable). If such audited financial statements are not
available  at  closing,  or  within  time  parameters  necessary  to  insure the
Company's  compliance  with  the  requirements  of  the  Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by  the  target  company,  the  closing  documents may provide that the proposed
transaction  will be voidable at the discretion of the present management of the
Company.


RESULTS  OF  OPERATIONS

During  the  period from April 2, 1999 (inception) through January 31, 2001, the
Company  has  engaged  in  no  significant  operations other than organizational
activities.

The  Company anticipates that, it will not generate revenues other than interest
income,  and  may  continue  to operate at a loss thereafter, depending upon the
performance  of  an  acquired  business.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
stockholder's  equity.  Consequently,  the Company's balance sheet as of January
31,  2001  reflects  current  assets  of  $0.

The  Company will carry out its plan of business as discussed above. The Company
cannot  predict  to  what  extent  its  liquidity  and capital resources will be
diminished  prior  to  the consummation of a business combination or whether its
capital  will  be  further  depleted  by  the  operating  losses (if any) of the
business  entity  which  the  Company  may  eventually  acquire.

The  Company  will  need  additional  capital  to carry out its business plan to
engage  in  a  business  combination. No commitments to provide additional funds
have  been  made  by  management  or  stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. Irrespective of whether the Company's cash assets prove to be
inadequate  to  meet its operational needs, the Company might seek to compensate
providers  of  services  by  issuances  of  stock  in  lieu  of  cash.


                                                                             -9-
<PAGE>
                                   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.


Dated:  February 8, 2001          GROWTEX,  INC.

                                  By:  /s/  Michael  Kirsh
                                       -----------------------------------------
                                            Michael Kirsh, President, Secretary,
                                            Treasurer  and  Director


                                                                            -10-
<PAGE>