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 September 30, 2000

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

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

     Commission File Number   0-28535
                           -----------------------------


                           AQUISTAR VENTURES (USA) INC.
      --------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


           Nevada                                          91-1975651
------------------------------------           ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 ------------------------------
incorporation or organization)
-----------------------------


Suite 314-837 West Hastings Street
Vancouver, British Columbia, Canada                        V6C 3N6
------------------------------------           ---------------------------------
(Address of principal executive offices)       (Postal or Zip Code)


Issuer's telephone number, including area code:     604-642-6410
                                               ---------------------------------

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


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

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 15,463,008 Shares of $0.001 par value
Common Stock outstanding as of September 30, 2000.

<PAGE>

                        PART 1 - FINANCIAL INFORMATION


Item 1.   Financial Statements

The accompanying unaudited 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 September 30, 2000 are not
necessarily indicative of the results that can be expected for the year ending
June 30, 2001.

<PAGE>

                   AQUISTAR VENTURES (U.S.A.) INC.
                   (An Exploration Stage Company)


                  CONSOLIDATED FINANCIAL STATEMENTS


                       SEPTEMBER 30, 2000
                         (Unaudited)
                     (Stated in U.S. Dollars)

<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

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

--------------------------------------------------------------------------------
                                               SEPTEMBER 30       JUNE 30
                                                   2000             2000
--------------------------------------------------------------------------------

ASSETS

Current
   Cash                                         $        574       $      1,299
   Goods and Services Tax recoverable                    416                423
                                              ----------------------------------
                                                         990              1,722

Mineral Property (Note 4)                             12,445             12,445

Office Equipment, at cost less
 accumulated amortization                              1,296              1,383
                                              ----------------------------------

                                                $     14,731       $     15,550
================================================================================

LIABILITIES

Current
Accounts and advances payable                   $     83,869       $     78,821
                                              ----------------------------------

SHAREHOLDERS' DEFICIENCY

Share Capital
  Authorized:
   50,000,000 common shares, par value $0.001
    per share at September 30, 2000 and
    at June 30, 2000

  Issued and Outstanding:
   15,463,008 at September 30, 2000
    and June 30, 2000                                335,362            335,362

Additional Paid-In Capital                            10,038             10,038

Contributed Surplus                                    5,509              5,509

Cumulative Translation Adjustment                        578               (721)
                                              ----------------------------------
Accumulated Deficit                                 (420,625)          (413,459)
                                              ----------------------------------
                                                     (69,138)           (63,271)
                                              ----------------------------------

                                                $     14,731       $     15,550
================================================================================

<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

          CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                            (Unaudited)
                       (Stated in U.S. Dollars)

--------------------------------------------------------------------------------
                                                                     INCEPTION
                                                                      APRIL 13
                                         THREE MONTHS ENDED           1995 TO
                                            SEPTEMBER 30            SEPTEMBER 30
                                      2000                1999          2000
--------------------------------------------------------------------------------

Expenses
  Amortization                          $      87    $      87       $    2,085
  Professional fees                          -             590           36,019
  Management fees                           5,049        5,047          101,253
  Office and sundry                           515           33            9,831
  Rent                                      1,515        2,019           31,541
  Travel and business promotion              -            -               6,898
                                         ---------------------------------------
                                            7,166        7,776          187,627
                                         ---------------------------------------

Loss Before The Following                  (7,166)      (7,776)        (187,627)

Share Issue Costs                            -            -             (34,921)

Exploration Expenditures                     -          (1,856)        (191,835)

Write Off Of Abandoned Mineral Property      -            -              (5,857)

Loss For The Period                        (7,166)      (9,632)      $  420,240
                                                                     ===========

Accumulated Deficit, Beginning Of Period (413,459)    (366,312)
                                         ----------------------

Accumulated Deficit, End Of Period      $(420,625)   $(375,944)
===============================================================

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

Weighted Average Number Of Shares
 Outstanding                           15,463,008   15,463,008
===============================================================


<PAGE>


                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            (Unaudited)
                       (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
                                             Common Stock
                                  ----------------------------------
                                                         Additional                       Cumulative
                                   Number                 Paid-in       Contributed       Translation      Accumulated
                                  of Shares     Amount    Capital         Surplus          Adjustment         Deficit       Total
                                 --------------------------------------------------------------------------------------------------
<S>                              <C>           <C>        <C>            <C>             <C>                <C>         <C>
Issuance of common stock                   1   $        1   $     -      $     -         $     -            $     -     $        1
Net loss                                -            -            -            -               -                (3,643)     (3,643)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 1995                     1            1         -            -               -                (3,643)     (3,642)
Issuance of common stock           1,700,000      179,975         -            -               -                  -        179,975
Translation adjustment                  -            -            -            -               (489)              -           (489)
Net loss                                -            -            -            -               -              (136,164)   (136,164)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 1996             1,700,001      179,976         -            -               (489)          (139,807)     39,680
Issuance of common stock             600,000      109,190         -            -               -                  -        109,190
Translation adjustment                  -            -            -            -                670               -            670
Net loss                                -            -            -            -               -              (146,298)   (146,298)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 1997             2,300,001      289,166         -            -                181           (286,105)      3,242
Issuance of common stock              50,000        9,151         -            -               -                  -          9,151
Translation adjustment                  -            -            -            -              1,883               -          1,883
Net loss                                -            -            -            -               -               (40,510)    (40,510)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 1998             2,350,001      298,317         -            -              2,064           (326,615)    (26,234)
Issuance of common stock             240,000       42,074         -            -               -                  -         42,074
Cancellation of common stock        (750,000)      (5,509)        -            -               -                  -         (5,509)
Contributed surplus                     -            -            -           5,509            -                  -          5,509
Increase in issued common
 stock due to 8 for 1
 stock split                      12,880,007         -            -            -               -                  -           -
Exchange of stock to
acquire subsidiary
 Aquistar Ventures Inc.          (14,720,008)        -            -            -               -                  -           -
 Aquistar Ventures (U.S.A.) Inc.  14,983,008         -            -            -               -                  -           -
Net asset deficiency of
 legal parent at date of
 reverse take-over
 transaction                             -            -            -            -               -                  (385)      (385)
Issuance of common stock             480,000          480       10,038         -               -                  -         10,518
Translation adjustment                  -            -            -            -             (2,737)              -         (2,737)
Net loss                                -            -            -            -               -               (39,312)    (39,312)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 1999            15,463,008      335,362       10,038        5,509            (673)          (366,312)    (16,076)
Translation adjustment                  -            -            -            -                (48)              -            (48)
Net loss                                -            -            -            -               -               (47,147)    (47,147)
                                 --------------------------------------------------------------------------------------------------
Balance, June 30, 2000            15,463,008      335,362       10,038        5,509            (721)          (413,459)    (63,271)
Translation adjustment                  -            -            -            -              1,299               -          1,299
Net loss                                -            -            -            -               -                (7,166)     (7,166)
                                 --------------------------------------------------------------------------------------------------
Balance, September 30, 2000       15,463,008   $  335,362 $     10,038   $    5,509      $      578         $ (420,625) $  (69,138)
                                 ==================================================================================================
</TABLE>

<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

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

--------------------------------------------------------------------------------
                                                                     INCEPTION
                                                                      APRIL 13
                                         THREE MONTHS ENDED           1995 TO
                                            SEPTEMBER 30            SEPTEMBER 30
                                      2000                1999          2000
--------------------------------------------------------------------------------

Cash Flows From Operating
  Activities
   Loss for the period             $    (7,166)      $    (9,632)    $ (420,240)
                                    --------------------------------------------
Adjustments To Reconcile
  Loss To Net Cash Used By
  Operating Activities
   Write off of abandoned
    mineral property                      -                 -             5,857
   Amortization                             87                87          2,085
   Change in Goods and
     Services Tax
     recoverable                             7                 4           (416)
   Change in prepaid expense              -                 -              -
   Change in accounts and
    advances payable                     5,048            10,545         83,869
                                    --------------------------------------------
Total Adjustments                        5,142            10,636         91,395
                                    --------------------------------------------
Net Cash Used In Operating
  Activities                            (2,024)            1,004       (328,845)
                                    --------------------------------------------

Cash Flows From Investing
  Activities
   Mineral property                       -                 -           (18,303)
   Office equipment                       -                 -            (3,380)
   Net asset deficiency of
    legal parent at date
    of reverse take-over
    transaction                           -                 -              (385)
                                    --------------------------------------------
                                          -                 -           (22,068)
                                    --------------------------------------------

Cash Flows From Financing
  Activities
   Issue of share capital                 -                 -           345,400
   Contributed surplus                    -                 -             5,509
                                    --------------------------------------------
                                          -                 -           350,909
                                    --------------------------------------------

Effect Of Exchange Rate
  Changes On Cash                        1,299               355            578
                                    --------------------------------------------

Increase (Decrease) In Cash               (725)            1,359            574

Cash, Beginning Of Period                1,299             1,286           -
                                    --------------------------------------------

Cash, End Of Period                $       574       $     2,645     $      574
================================================================================

<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000
                               (Unaudited)
                        (Stated in U.S. Dollars)

1.   BASIS OF PRESENTATION

     The unaudited financial statements as of September 30, 2000 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 a presentation have been
     included.  It is suggested that these financial statements be read in
     conjunction with the June 30, 2000 audited financial statements and
     notes thereto.


2.   NATURE OF OPERATIONS

     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 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 the necessary financing to place the property into
     production, and upon future profitable operations, none of which is
     assured.


3.   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) Consolidation

        These financial statements include the accounts of the Company and its
        wholly owned Canadian subsidiary, Aquistar Ventures Inc.


<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000
                               (Unaudited)
                        (Stated in U.S. Dollars)

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b) Mineral Property and Related Exploration Expenditures

        The Company capitalizes all option payments on 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 accumulated mineral property costs will be
        written off.

        Exploration expenditures are expensed as incurred.

        To date, none of the Company's properties have reached commercial
        production.

     c) Office Equipment and Amortization

        Office equipment is recorded at cost and amortized at a rate of 20% per
        annum on the declining balance basis.

     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 of all of a deferred tax asset will note be realized, a
        valuation allowance is recognized.

     e) Foreign Currency Translation

        The Company's subsidiary's operations are located in Canada and its
        functional currency is the Canadian dollar. The financial statements of
        the subsidiary have been translated using the current method whereby the
        assets and liabilities are translated at the year end exchange rate,
        capital accounts at the historical exchange rate, and revenues and
        expenses at the average exchange rate for the period.  Adjustments
        arising from the translation of the Company's subsidiary's financial
        statements are included as a separate component of shareholders' equity.



<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000
                               (Unaudited)
                        (Stated in U.S. Dollars)

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     f) Financial Instruments

        The Company's financial instruments consist of cash, Goods and Services
        Tax recoverable, 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.

     g) Loss Per Share

        The loss per share is calculated using the weighted average number of
        common shares outstanding during the period.

4.   MINERAL PROPERTY

                                                       SEPTEMBER 30     JUNE 30
                                                           2000          2000
                                                       -------------------------

     Sutton Property

     The Company has entered into an option
     agreement dated December 2, 1997, as
     amended, which provides for the acquisition
     of a 100% interest, subject to a 2.5% net
     smelter royalty in 21 unpatented mineral
     claims in the Larder Lake Mining Division
     of Ontario.  In order to earn its interest,
     the Company must make cash payments and
     incur exploration expenditures as follows:

     - cash payment of Cdn. $17,000 on execution
       of the agreement (paid)

     - cash payment of Cdn. $35,000 13 months
       from the date the Company's common shares
       are listed for trading on the NASD Bulletin
       Board or a stock exchange (the initial
       payment date)

     - cash payment of Cdn. $25,000 8 months after
       the initial date

     - cash payment of Cdn. $25,000 16 months after
       the initial payment date

<PAGE>

                    AQUISTAR VENTURES (U.S.A.) INC.
                    (An Exploration Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000
                               (Unaudited)
                        (Stated in U.S. Dollars)

4.   MINERAL PROPERTY (Continued)

                                                       SEPTEMBER 30     JUNE 30
                                                           2000          2000
                                                       -------------------------

     - cash payment of Cdn. $30,000 28 months
       after the initial payment date

     - cash payment of Cdn. $30,000 40 months
       after the initial payment date

     - Cash payment of Cdn. $40,000 52 months
       after the initial payment date

     Exploration Expenditures

     - a total of Cdn. $210,000, Cdn. $100,000
       by December 2, 2000 and Cdn. $110,000
       upon a recommendation to conduct the
       phase 2 work program

     Consideration paid to date                        $   12,445    $   12,445
                                                       =========================

5.   RELATED PARTY TRANSACTIONS

     During the periods indicated, the Company incurred the following amounts
     with related parties:

                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30
                                                            2000       1999
                                                       -------------------------

     Management fees                                   $    5,049    $    5,047
                                                       =========================

     Rent                                              $    1,515    $    2,019
                                                       =========================

6.   INCOME TAXES

     No provision for income taxes has been provided in these financial
     statements due to the accumulated net losses. At September 30, 2000, the
     Company has net operating loss carryforwards, which expire commencing in
     2002, totalling approximately $225,000, the benefits of which have not been
     recorded.

<PAGE>

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

The Company is a natural resource company engaged in the acquisition,
exploration and development of mineral properties. The Company, through its
wholly own Canadian subsidiary Aquistar Ventures Inc., has an interest in a
mineral property located in Ontario, Canada, and intends to carry out
exploration work on this property in order to ascertain whether it possesses
commercially developable quantities of gold and other precious minerals.

For the next 12 months, management of the Company plans to satisfy its cash
requirements by raising additional funds by way of private placements and/or a
public offering, to satisfy working capital needs and Phase 1 of the work
program intended for its Mineral Property. The Company will assess whether to
proceed with Phase 2 of the exploration program upon completion of Phase 1 and
an evaluation of the results of the Phase 1 exploration program.

Aquistar Canada obtained an engineering report on its Mineral Property, dated
July 1, 1997. The Report summarizes the exploration and development history of
the Property, the geology of the Property and the proposed exploration and
development program for the Property.

The Report states that follow-up surveys are required which will include
detailed magnetic coverage with the more advanced "walking mag" continuous
profiling method, further assessment and definition of the gradient IP and
resistivity anomalies utilizing the multiple-gradient "realsection" technique,
trenching, geochemistry, soil and/or vegetation and diamond drilling. The budget
for this Phase 1 program is estimated at CDN $182,000.

Phase 2 of the Report is contingent on the results of Phase 1 and will include
further drill testing on the Property, as required, estimated to cost CDN
$300,000.The Company has not purchased or sold any plant or significant
equipment and does not expect to do so in the foreseeable future.

The Company currently has no employees, 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.

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


<PAGE>


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 gold
-   General domestic and international economic and political conditions
-   Unexpected geological conditions or rock instability conditions resulting
    in cave-ins, flooding, rock bursts or rock slides
-   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
    specification or expectations
-   Labour 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 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.

<PAGE>

                         PART 2 - 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 authorized.

AQUISTAR VENTURES (USA) INC.



Date: November 20, 2000
    ---------------------------------------



By:     /s/ Al De Lucrezia
    ---------------------------------------
    AL DE LUCREZIA, Director and President

<PAGE>