<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 July 31, 2001

[  ]   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 Common Stock outstanding as of
September 10, 2001.

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 three months ended July 31,
2001 are not necessarily indicative of the results that can be
expected for the year ending April 30, 2002.














<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)


                            FINANCIAL STATEMENTS


                              JULY 31, 2001
                              (Unaudited)
                         (Stated in U.S. Dollars)










<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

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



-------------------------------------------------------------------
                                            JULY 31        APRIL 30
                                            2001             2001
-------------------------------------------------------------------
ASSETS

Current
    Cash                                      $   365        $   139
====================================================================

LIABILITIES

Current
    Accounts payable and accrued liabilities  $ 7,409       $  5,821
    Promissory note payable (Note 3)           33,500         27,500
                                              ----------------------
                                               40,909         33,321
                                              ----------------------

SHAREHOLDERS' DEFICIENCY

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
Development Stage                            (94,794)       (87,432)
                                             -----------------------
                                             (40,544)       (33,182)
                                             -----------------------
                                                $365            $139
====================================================================




<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                 STATEMENTS OF LOSS AND DEFICIT (RESTATED - NOTE 5)
                                 (Unaudited)
                          (Stated in U.S. Dollars)


---------------------------------------------------------------------
                                                          PERIOD FROM
                                                            DATE OF
                                   THREE          THREE     INCEPTION
                                   MONTHS         MONTHS     JUNE 12
                                   ENDED          ENDED      1998 TO
                                  JULY 31        JULY 31     JULY 31
                                    2001           2000        2001
---------------------------------------------------------------------
Expenses
    Office administration
       and sundry                $  2,546       $  4,131     $ 37,712
    Interest                          819          -            2,061
    Mineral property costs           -             -           12,775
    Professional fees               3,997          5,478       41,121
    Stock transfer fees              -             -            1,125
                                 ------------------------------------
Net Loss For The Period             7,362          9,609     $ 94,794
                                 ------------------------------------

Deficit Accumulated During The
Development Stage, Beginning
Of Period, as previously
reported                           87,432         39,889

Prior Period Adjustment
(Note 5)                             -             8,000
                                 -----------------------

Deficit Accumulated During The
Development Stage, Beginning
Of Period, as restated             87,432         47,889
                                 -----------------------

Deficit Accumulated During The
Development Stage, End Of
Period                           $ 94,794       $ 57,498
========================================================

Loss Per Share                   $ (0.01)       $ (0.01)
========================================================

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

<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                   STATEMENTS OF CASH FLOWS (RESTATED - NOTE 5)
                                  (Unaudited)
                           (Stated in U.S. Dollars


---------------------------------------------------------------------
                                                          PERIOD FROM
                                                            DATE OF
                                   THREE          THREE     INCEPTION
                                   MONTHS         MONTHS      JUNE 12
                                   ENDED          ENDED      1998 TO
                                   JULY 31        JULY 31     JULY 31
                                    2001           2000        2001
---------------------------------------------------------------------
Cash Flows From Operating
Activity
     Net loss for the period,
     as restated (Note 5)        $ (7,362)      $(9,609)     $(94,794)

Adjustments To Reconcile Net
Loss To Net Cash Used
By Operating Activity
     Change in accounts payable     1,588          3,430        7,409
                                 ------------------------------------
                                  (5,774)        (6,179)     (87,385)
                                 ------------------------------------

Cash Flows From Financing
Activities
     Share capital issued            -              -          54,250
Promissory note payable             6,000           -          33,500
                                 ------------------------------------
                                    6,000           -          87,750
                                 ------------------------------------

Increase (Decrease) In Cash           226        (6,179)          365

Cash, Beginning Of Period             139          8,963          -
                                 ------------------------------------
Cash, End Of Period              $    365       $  2,784     $    365
=====================================================================


<PAGE>


                          COPPER VALLEY MINERALS LTD.
                         (A Development Stage Company)

             STATEMENT OF SHAREHOLDERS' DEFICIENCY (RESTATED - NOTE 5)

                                JULY 31, 2001
                                 (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, as
  restated (Note 5)      -            -           -       (6,421)     (6,421)
                    ---------------------------------------------------------
Balance,
  April 30, 1999    2,033,000      2,033       52,217     (6,421)      47,829

Net loss for the
  year, as restated
  (Note 5)              -             -           -      (41,468)    (41,468)
                    ---------------------------------------------------------
Balance,
  April 30, 2000    2,033,000      2,033       52,217    (47,889)       6,361

Net loss for
  the year              -             -           -      (39,543)    (39,543)
                   ----------------------------------------------------------
Balance,
  April 30, 2001    2,033,000      2,033        52,217   (87,432)    (33,182)

Net loss for
  the period            -             -           -       (7,362)     (7,362)
                   ----------------------------------------------------------
Balance,
  July 31, 2001     2,033,000   $  2,033   $    52,217  $(94,794)   $(40,544)
                   ==========================================================


<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

                               JULY 31, 2001
                                (Unaudited)
                           (Stated in U.S. Dollars)



BASIS OF PRESENTATION

The unaudited financial statements as of July 31, 2001 included
herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with United States
generally accepted principles have been condensed or omitted
pursuant to such rules and regulations.  In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included.  It is suggested that these financial statements be read
in conjunction with the April 30, 2001 audited financial
statements and notes thereto.


1.   NATURE OF OPERATIONS

     a)  Organization

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

     b)  Development Stage Company

         The Company is a development stage company as defined in the
         Statements of Financial Accounting Standards No. 7.  The
         Company is devoting substantially all of its present efforts
         to establish a new business and none of its planned principal
         operations have commenced. All losses accumulated since
         inception have been considered as part of the Company's
         development stage activities.

     c)  Going Concern

         The accompanying financial statements have been prepared
         assuming that the Company will continue as a going concern.

         As shown in the accompanying financial statements, the
         Company has incurred a net loss of $94,794 for the period
         from June 12, 1998 (inception) to July 31, 2001, and has no
         sales. The future of the Company is dependent upon its
         ability to obtain financing and upon future profitable
         operations from the development of its new business
         opportunities.  Management has plans to seek additional
         capital through a private placement and public offering of
         its common stock.  The financial statements do not include
         any adjustments relating to the recoverability and
         classification of recorded assets, or the amounts of and
         classification of liabilities that might be necessary in the
         event the Company cannot continue in existence.

<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

                               JULY 31, 2001
                                (Unaudited)
                           (Stated in U.S. Dollars)



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 judgment.

     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)  Option Payments and Exploration Costs

         The Company expenses all costs related to the maintenance and
         exploration of mineral claims in which it has secured
         exploration rights prior to establishment of proven and
         probable reserves.  To date, the Company has not established
         the commercial feasibility of its exploration prospects,
         therefore, all costs are being expensed.

     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.

<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

                               JULY 31, 2001
                                (Unaudited)
                          (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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, accounts
         payable and loans 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.

     f)  Loss Per Share

         Loss per share is calculating the weighted average number of
         common shares outstanding during the period.


3.   PROMISSORY NOTE PAYABLE

     The promissory note payable is due to a company with a common
     director, bears interest at 10% per annum and is repayable on
     demand.


4.   COMMITMENT

     a)  Pursuant to an option agreement to acquire a 51% interest in
         37 mineral claims located in Mineral County, Nevada, the
         Company was obligated to make staged cash payments and incur
         exploration expenditures.

         The option agreement was terminated on March 31, 2001 due to
         the failure of the Company to make the option payment due on
         March 31, 2001.  The Company was unable to raise the
         financing necessary to enable the Company to meet the payment
         and exploration expenditure obligations under the option
         agreement.

<PAGE>

                         COPPER VALLEY MINERALS LTD.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

                               JULY 31, 2001
                                (Unaudited)
                          (Stated in U.S. Dollars)



4.   COMMITMENT (Continued)

     b)  The Company has contracted for management services with a
         company controlled by the President on a month to month basis
         at $750 per month.

5.   PRIOR PERIOD ADJUSTMENT

     During the year ended April 30, 2001, the Company adjusted its
     accounting for mineral property option payments which had
     previously been capitalized.  The adjustment was made in order
     to reflect the initial expensing of all costs related to the
     maintenance and exploration of mineral property interests
     where commercial feasibility has not been established.  The
     adjustment results in the following changes:


                                                     2000             1999
                                                ---------------------------
     Decrease in mineral property interest      $  (7,000)      $  (1,000)
     Increase in loss for the periods ended         7,000           1,000
     Increase in deficit                            7,000           1,000
     Increase in loss per share                     (0.01)            -

<PAGE>


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

We currently have no business assets or properties.

Plan of Operations
------------------
Our current plan of operations is to seek out the acquisition of
business opportunities and to pursue other related activities
intended to enhance shareholder value. We intend to seek business
opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.  As we have minimal capital, it
is unlikely that we will be able to take advantage of more than
one such business opportunity.

The acquisition of a business opportunity may be in the form of a
merger with a foreign or domestic private issuer that wishes to
become a reporting issuer. However, we are not limiting our
search to such an opportunity.  As a result any acquisition of a
business opportunity may also take the form of a merger,
purchase, exchange of stock, or otherwise, and include the
acquisition of business assets or a business entity, such as a
corporation, joint venture, or partnership.

We do not intend to restrict our search for business
opportunities to any particular geographical area or industry,
and may, therefore, pursue the acquisition of any business, to
the extent of our limited resources. This includes industries
such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and
others. Our discretion in the selection of business opportunities
is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors and our
ability to negotiate an agreement for the acquisition of any
selected business opportunity.

To date, we have not identified any business opportunity that we
plan to pursue, nor have we reached any agreement or definitive
understanding with any person concerning an acquisition.  We are
unable to predict when we may participate in a business
opportunity. We expect, however, that the analysis of specific
proposals and the selection of a business opportunity may take
several months or more. No assurances can be given that we will
be able to enter into a business acquisition, as to the terms of
a business acquisition, or as to the nature of the business
acquired.

We currently have no employees, other than our sole officer, Mr.
J. Stephen Barley, a director and our president, secretary and
treasurer, and we do not expect to hire any employees in the
foreseeable future. We presently conduct our business through
agreements with consultants and arms-length third parties.

Termination of Option Agreement
-------------------------------
Our option to acquire an interest in the New York Canyon mineral
claims was terminated in March 2001 as we were unable to raise
the financing required to carry out a recommended geological
exploration work program on our mineral claims or make the cash
payments required for us to maintain our interest in our mineral
claims.  As a

<PAGE>

result of the termination of our option, we
presently have no business assets or properties. We believe that
we were not successful in raising funds to carry out this planned
exploration program due to the current depressed market for
mineral resources and the difficulty of financing mineral
exploration companies in the current market.

Results of Operations
----------------------
2001 compared with 2000
-----------------------
We did not achieve any revenues during the three months ended
July 31, 2001 as we did not own any business assets or properties
during the three months ended July 31, 2001.  We anticipate that
we will not achieve revenues until such time as we acquire a new
business and earn revenues from any business that we may acquire.
 There is no assurance that we will be successful in acquiring a
new business or that a new business, if acquired, will be
successful in generating revenue.

Our operating expenses decreased to $7,362 for the three months
ended July 31, 2001, compared to operating expenses of $9,609 for
the three months ended July 31, 2000.  The largest component of
our operating expenses for the three months ended July 31, 2001
was professional fees in the amount of $3,997 incurred in
connection with our obligations as a reporting company under the
United States Securities Exchange Act of 1934.  Our office
administration and sundry expenses in the amount of $2,546
included an amount of $2,250 paid to C.H.M. Consulting Inc., a
company controlled by Mr. J. Stephen Barley, our president and a
director.  We paid interest in the amount of $819 during the
three months ended July 31, 2001 to Formusoft, Inc. in connection
with demand loans provided to us by Formusoft.  Mr. Barley is an
officer and director of Formusoft and has an equity interest in
Formusoft.

We incurred a loss of $7,362 for the three months July 31, 2001,
compared to a loss of $9,609 for the three months July 31, 2000.
Our loss was comprised entirely of operating expenses incurred
during the year.

Liquidity and Capital Resources
-------------------------------
We had cash in the amount of $365 as of July 31, 2001, compared
to cash in the amount of $139 as of April 30, 2001.  We had a
working capital deficit of $40,544 as of July 31, 2001, compared
to a working capital deficit of $33,182 as of April 30, 2001.

Our accounts payable increased to $7,409 as of July 31, 2001,
compared to $5,821 as of April 30, 2001.  Our current liabilities
increased to $33,500 as of July 31, 2001 compared to $27,500 as
of April 30, 2001.  Our current liabilities are comprised of
loans totalling $33,500 owed to Formusoft, Inc.  Mr. Barley is an
officer and director of Formusoft and has an equity interest in
Formusoft.  The demand loans are repayable on demand and bear
interest at the rate of 10% per annum.

We used our existing cash reserves and loans from Formusoft to
pay for operating expenses incurred during the three months ended
July 31, 2001.  There is no

<PAGE>

assurance that Formusoft will advance
additional funds to us as loans to fund our continued operating
expenses.

We will require additional financing in order to pursue our
stated plan of operations and to pay for the legal and accounting
expense of complying with our obligations as a reporting issuer
under the Securities Exchange Act of 1934.  We will also require
additional funding in the event that we are successful in
acquiring an interest in any new business.

We anticipate that additional funding will be in the form of
equity financing from the sale of our common stock.  There is no
assurance that we will be able to achieve additional sales of our
common stock sufficient to fund our working capital requirements,
our stated plan of operations or any new business venture.  We
believe that debt financing will not be an alternative for
funding.  We do not have any arrangements in place for equity
financing.

We anticipate that we will not purchase any plant or significant
equipment or hire any additional employees over the next twelve-
month period unless we are successful in acquiring an interest in
a new business venture, of which there is no assurance.


<PAGE>

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




<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:       September 12, 2001



By:  /s/ J. Stephen Barley
   -----------------------------------------
      J. STEPHEN BARLEY
      Director, President and Chief Executive Officer