<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  February  28,  2002

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


         For  the  transition  periodto


         Commission  File  Number     000-33389
                                      ---------

                              COYOTE VENTURES CORP.

          (Exact name of small Business Issuer as specified in its charter)

     NEVADA                              52-2268239
-----------------------------------      -----------
(State  or  other  jurisdiction  of      (IRS  Employer Identification  No.)
incorporation  or  organization)

1205-1238  MELVILLE  STREET
VANCOUVER,  BRITISH  COLUMBIA,  CANADA   V6E  4N2
--------------------------------------   --------
(Address of principal executive offices) (Zip  Code)

Issuer's  telephone  number,
 including  area  code:                  (604) 684-1451
                                         ---------------

     _______________________________________________________________________
              (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  [  ]  Yes    [X]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the latest practicable date:  11,575,000 shares of common stock,
$0.001  par  value  outstanding  as  of  February  28,  2002.

                                       1
<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  six  months  ended  February  28,  2002,  are  not
necessarily  indicative  of the results that can be expected for the year ending
August  31,  2002.

                                       2
<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)

                                       3
<PAGE>


<TABLE>
<CAPTION>

                             COYOTE  VENTURES  CORP.
                         (An Exploration Stage Company)

                 CONSOLIDATED BALANCE SHEET (RESTATED - NOTE 7)
                                   (Unaudited)
                            (Stated in U.S. Dollars)


--------------------------------------------------------
                               FEBRUARY 28    AUGUST 31
                                   2002         2001
                               (Unaudited)    (Audited)
--------------------------------------------------------
<S>                                 <C>         <C>


ASSETS

Current
 Cash                               $     147   $ 23,592

Capital Asset                           2,481          -
Mineral Property Interest (Note 4)          -          -
                                    --------------------
                                    $   2,628   $ 23,592
=========================================================
LIABILITIES

Current
  Accounts payable                  $  46,972   $ 30,867

Loan Payable                                -     10,000
Due To Shareholder                     10,000          -
Promissory Notes Payable (Note 5)      30,000     20,000
                                    --------------------
                                       86,972     60,867
                                    --------------------

SHAREHOLDERS' DEFICIENCY

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

  Issued and outstanding:
   11,575,000 Common shares            11,575     11,575

  Additional paid-in capital           43,425     43,425

Deficit Accumulated During
 The Exploration Stage               (139,344)   (92,275)
                                    --------------------
                                      (84,344)   (37,275)
                                    --------------------

                                    $   2,628   $ 23,592
=========================================================

Nature Of Operations (Note 2)
</TABLE>
                                       4

<PAGE>

<TABLE>
<CAPTION>

                        COYOTE  VENTURES  CORP.
                     (An Exploration Stage Company)

       CONSOLIDATED STATEMENT OF LOSS AND DEFICIT (RESTATED - NOTE 7)
                             (Unaudited)
                      (Stated in U.S. Dollars)




--------------------------------------------------------------------------------
                                       THREE            SIX        INCEPTION
                                       MONTHS          MONTHS       MAY 26
                                       ENDED           ENDED        2000 TO
                                     FEBRUARY 28     FEBRUARY 28   FEBRUARY 28
                                        2002            2002         2002
--------------------------------------------------------------------------------
<S>                                <C>              <C>            <C>
Expenses
  Consulting fees                   $         3,800  $    16,800  $   27,800
  General and administrative                    433          846       1,207
  Mineral property option payments           10,000       10,000      15,500
  Mineral property exploration
    expenditures                                  -        4,000      12,273
  Professional fees                          11,626       15,423      81,166
  Stock transfer fees                             -            -       1,398
                                    ----------------------------------------

Net Loss For The Period                      25,859       47,069    $139,344
                                                                    ========
Deficit Accumulated During The
  Exploration Stage, Beginning
  Of Period                                 113,485       92,275
                                    ------------------------------
Deficit Accumulated During The
  Exploration Stage, End Of
  Period                            $       139,344  $   139,344
==================================================================
Net Loss Per Share                  $          0.01  $      0.01
==================================================================
Weighted Average Number
  of Shares Outstanding                  11,575,000   11,575,000
==================================================================

</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>

                             COYOTE  VENTURES  CORP.
                        (An Exploration Stage Company)

           CONSOLIDATED STATEMENT OF CASH FLOWS (RESTATED - NOTE 7)
                                 (Unaudited)
                           (Stated in U.S. Dollars)


--------------------------------------------------------------------------------
                                            THREE       SIX        INCEPTION
                                            MONTHS      MONTHS     MAY 26
                                            ENDED       ENDED      2000 TO
                                         FEBRUARY 28  FEBRUARY 28 FEBRUARY 28
                                            2002         2002       2002
--------------------------------------------------------------------------------
<S>                                         <C>          <C>         <C>
Cash Flows From Operating Activity
  Net loss for the period                    $ (25,859)  $ (47,069)  $(139,344)

Adjustments To Reconcile Net Loss To
 Net Cash Used By Operating Activity
  Accounts payable and accrued liabilities      15,059      16,105      46,972
                                            ------------------------------------
                                               (10,800)    (30,964)    (92,372)
                                            ------------------------------------
Cash Flows From Financing Activities
 Advances from shareholder                      10,000      10,000      10,000
 Promissory note payable                         -          10,000      30,000
 Repayment of loan payments                      -         (10,000)          -
 Share capital issued                            -               -      55,000
                                            ------------------------------------
                                                10,000      10,000      95,000
                                            ------------------------------------

Cash Flows From Investing Activity
Purchase of capital asset                        -          (2,481)     (2,481)
                                            ------------------------------------
(Decrease) Increase In Cash                       (800)    (23,445)        147

Cash, Beginning Of Period                          947      23,592           -
                                            ------------------------------------
Cash, End Of Period                     $          147   $     147   $     147
================================================================================

</TABLE>




                                       6
<PAGE>


<TABLE>
<CAPTION>

                                          COYOTE  VENTURES  CORP.
                                      (An Exploration Stage Company)

                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                            (RESTATED - NOTE 7)

                                           FEBRUARY 28, 2002
                                               (Unaudited)
                                        (Stated in U.S. Dollars)



                                  Common Stock
                           =========================

                                              Additional
                                              Paid-In
                           Shares    Amount   Capital    Deficit      Total
                           ----------  -------  -------- ----------- -----------
<S>                        <C>         <C>      <C>      <C>         <C>

Shares issued for cash at
 $0.001                    7,500,000  $ 7,500  $       -  $       -   $  7,500

Shares issued for cash at
 $0.01                     4,000,000    4,000     36,000          -     40,000

Shares issued for cash at
 $0.10                        75,000       75      7,425          -      7,500

Net loss for the period,
 as restated (Note 7)              -        -          -    (17,927)   (17,927)
                          -----------------------------------------------------

Balance, August 31, 2000  11,575,000   11,575     43,425    (17,927)    37,073

Net loss for the year              -        -          -    (74,348)   (74,348)
                          -----------------------------------------------------
Balance, August 31, 2001  11,575,000   11,575     43,425    (92,275)   (37,275)

Net loss for the period            -        -          -    (47,069)   (47,069)
                          -----------------------------------------------------

                                       7
<PAGE>


Balance, February 28,
 2002                     11,575,000  $11,575  $  43,425  $(139,344)  $(84,344)
                          =====================================================
</TABLE>

                                       8

<PAGE>
                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The unaudited consolidated financial statements as of February 28, 2002 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 August 31, 2001 audited financial
statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated in the State of Nevada, U.S.A., on May 26, 2000.

b)     Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

c)     Going  Concern

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

                                       9

<PAGE>

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $139,344 for the period from May 26, 2000 (inception) to February
28,  2002,  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 mineral properties.  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.


                                      10
<PAGE>
                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



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  subsidiary,  Coyote-Flint  Exploration  Corp.,  a British Columbia
corporation.

b)     Mineral  Property  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.

c)     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.

                                       11

<PAGE>

d)     Foreign  Currency  Translation

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.

                                      12
<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     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.

f)     Net  Loss  Per  Share

The  loss  per  share  is calculated using the weighted average number of common
shares  outstanding  during  the  year.  Fully  diluted  loss  per  share is not
presented,  as  the  impact  of  the  exercise  of  options  is  anti-dilutive.


4.     MINERAL  PROPERTY

The  Company  has  entered  into  an  option  agreement, dated July 15, 2000, as
amended,  to  acquire  a  100%  interest in a mineral claim block located in the
Slocan  Mining  Division  of  British  Columbia.

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

     Cash  payments:

-     $5,000  on  execution  of  the  agreement
-     $10,000  by  December  31,  2001
-     $50,000  by  June  30,  2002


                                       13
<PAGE>


-     $500,000  by  December  31,  2002

Exploration  expenditures:

-     $2,000  by  December  31,  2000
-     A  further  $10,000  by  September  30,  2001
-     A  further  $100,000  by  December  31,  2002


                                      14
<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



5.     PROMISSORY  NOTES  PAYABLE

The  promissory  notes bear interest at 5% per annum and is repayable in full on
or before December 31, 2002.  The notes are due to a party related to an officer
of  the  Company.


6.     CONTINGENCY

     Mineral  Property

The  Company's mineral property interest has been acquired pursuant to an option
agreement.  In  order  to retain its interest the Company must satisfy the terms
of  the  option  agreement  described  in  Note  4.


7.     PRIOR  PERIOD  ADJUSTMENT

During  the  year ended August 31, 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 a
decrease  in mineral property interest of $5,000 at August 31, 2000, an increase
in  loss  for  the  period  ended  August 31, 2000 of $5,000, and an increase in
deficit  at August 31, 2000 of $5,000.  Loss per share for the year ended August
31,  2000  was  unchanged.


8.     COMMITMENT

The  Company  has  entered  into  an  agreement  with  its  president to provide
management  services  at  $1,000  per  month,  expiring  March  31,

                                       15
<PAGE>


2002.

The  agreement allows for the payment of the management fee to be deferred until
such  time  the  Company  has  positive  working  capital  of  at least $50,000.


                                      16
<PAGE>

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

FORWARD  LOOKING  STATEMENTS

This  report  on  Form 10-QSB contains certain forward-looking statements within
the  meaning  of  the  Securities  Exchange  Act  of 1934, as amended, and other
applicable  securities laws.  All statements other than statements of historical
fact  are  "forward-looking  statements"  for  purposes  of  these  provisions,
including  any  projections of earnings, revenues, or other financial items; any
statements  of  the  plans,  strategies, and objectives of management for future
operation;  any  statements  concerning  proposed  new  products,  services,  or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the foregoing.  Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

OVERVIEW

We  were  incorporated  on  May  26,  2000  in  the  State  of Nevada. We are an
exploration  stage company engaged in the acquisition and exploration of mineral
properties.  We  have  acquired the option to earn a 100% interest in the Slocan
Mining Division of the Province of British Columbia in the country of Canada and
is  referred  to by us as the Flint mineral claim. Our business plan is to carry
out exploration work on the Flint mineral claim in order to ascertain whether it
possesses commercially developable quantities of gold, silver, lead or zinc.  We
can provide no assurance that a commercially viable mineral deposit, or reserve,
exists  in  Flint mineral claim until appropriate exploratory work is done and a
comprehensive  evaluation  based  on  such  work  concludes  legal  and economic
feasibility.

Option  Agreement

We  have  entered  into  an  option  agreement  dated July 15, 2000 with John D.
MacPherson.  Under  the option agreement, we are granted the exclusive right and
option to acquire a 100% interest in certain mineral claims in the Slocan Mining
Division  of  the  Province  of  British  Columbia  for a total consideration of
$565,000  US  plus  the payment of exploration expenditures on the Flint mineral
claim  totaling  $112,000  US.  This  option  agreement  was  amended  by mutual
agreement  of  the parties on March 22, 2001, and was then amended again on June
29, 2001 to extend the date of a $10,000 payment from June 30, 2001 to September
1,  2001.  A third amendment to the option agreement was executed by the parties
on  August  15,  2001  in which John D. MacPherson agreed to extend the date for
payment of the $10,000 due on September 1, 2001 to December 31, 2001 in exchange
for  $500.

We  made  a  cash  payment  of  $5,000  to  John  D. MacPherson under the option
agreement  upon  execution  of  the  option agreement.  In order to exercise the
Option  we  must  pay  an  additional  $560,000  US  as  follows:

                                       17
<PAGE>

  (1)   an  additional  $10,000  US  on  or  before  December  31,  2001;

  (2)   an  additional  $50,000  US  on  or  before  June  30,  2002;  and

  (3)   an  additional  $500,000  US  on  or  before  December  31,  2002.

The  Company  made  the  scheduled  payment of $10,000 on or before December 31,
2001.

In  addition, we must incur expenditures in the exploration of the Flint mineral
claim  in  the following amounts by the following dates in order to exercise the
option:

  (1)   an  additional  $10,000  US  by  September  30,  2001;  and

  (2)   an  additional  $100,000  US  by  December  31,  2002.

The  Company  made  the  scheduled payment of $10,000 on or before September 30,
2001.

Under  the option agreement, we have the right to terminate the agreement at any
time  for  any  reason.

Location  and  Access  of  the  Flint  Mineral  Claim

The  mineral  claim  comprising  the  Flint  Claim  consists  of a mineral claim
covering  approximately  556  acres located in the Slocan Mining Division in the
Province  of  British  Columbia,  Canada.  The property is located in the Slocan
Mining  Division  of  Southwest  British Columbia on the slopes of Mount Carlyle
approximately seven (7) miles west of the town of Kaslo, British Columbia and is
accessible  by vehicle from Kaslo via the Kaslo-New Denver paved highway about 4
miles  west  of  Kaslo,  thence  by  the Keen Creek road, westerly for about 4.5
miles,  then  by  4-wheel  drive  road up the valley of Carlyle Creek to the old
workings  of  the  Martin  and  Flint  veins.

Phase  II  Work  Conducted

                                      18
<PAGE>


WGT  Consultants  recently  completed  a  portion of the Phase II program.  This
portion  of the Phase II program, consisting of geological mapping and sampling,
was  completed September 30, 2001.  WGT Consultants reported on the work program
in  its report dated November 5, 2001.  Erratic values in gold, silver, zinc and
lead  over  widths  up  to  three  feet  were confirmed by the geologist through
sampling.  The  report  recommended  that  we complete the Phase II program with
emphasis  placed  on  more  detailed  underground  mapping  and  sampling.

Compliance  with  Government  Regulation

We  had  previously  planned  and  commenced  the  process  of registering as an
extra-provincial  company  under  the British Columbia Company Act.  Instead, we
have incorporated a British Columbia subsidiary, Coyote-Flint Exploration Corp.,
to  avoid  the need to incorporate extra-provincially.  Coyote-Flint Exploration
Corp.  is  a wholly-owned subsidiary of Coyote Ventures Corp.  All activities on
the  mineral  claim  will  be  conducted  through  this  subsidiary.

We  will be required to conduct all mineral exploration activities in accordance
with  the Mining Act of British Columbia.  We completed a portion of Phase II of
the  work  program on September 30, 2001.  This portion of Phase II consisted of
sampling  and  geological  mapping,  activities  which  do  not include physical
disturbance.  Once  we  progress  in  the  work  program to trenching or diamond
drilling,  we will be required to obtain a work permit from the British Columbia
Ministry  of Energy Mines and Resources.  We do not expect to reach this portion
of  Phase  II until summer 2002.  A work permit is necessary for any exploration
work  that  results  in  a physical disturbance to the land.  No work permit has
been  required to date as none of our work has involved any physical disturbance
There  is no charge to obtain a work permit under the Mining Act.  We will incur
the  expense  of  our consultant geologist to prepare the required submission to
the Ministry of Energy Mines and Resources.  As the exploration program proceeds
to the trenching, drilling and bulk-sampling stages, we will be required to post
small  bonds  and  file statements of work with the Ministry of Energy Mines and
Resources.  We  will be required by the Mining Act to undertake remediation work
on  any  work  that  results  in  physical disturbance to the land.  The cost of
remediation  work  will  vary  according  to the degree of physical disturbance.

We  have  budgeted  for  regulatory compliance costs in the proposed exploration
program  recommended  by the geological report.  As mentioned above we will have
to  sustain  the  cost  of  reclamation  and  environmental  mediation  for  all
exploration  and  other work undertaken.  The amount of these costs is not known
at  this  time as we do not know the extent of the exploration program that will
be  undertaken beyond completion of the recommended exploration program. Because
there is presently no information on the size, tenor, or quality of any resource
or  reserve  at  this time, it is impossible to assess the impact of any capital
expenditures  on  earnings  or  our  competitive  position.

If  we  enter  into production, the cost of complying with permit and regulatory
environment  laws  will  be  greater than in phase one because the impact on the
project  area  is  greater.  Permits and regulations will control all aspects of
any  production  program  if  the project continues to that stage because of the
potential  impact  on  the  environment.  We  may be subject to an environmental
review  process  under  the  British Columbia Environmental Assessment Act if we
decide  to proceed with a producing mine.  An environmental review process would
be required if we planned to construct a producing mine facility with production
capacity  of 75,000 tonnes (82,500 tons) of mineral ore per

                                       19
<PAGE>

year.  If  we  planned to proceed with a producing mine, we would be required to
apply  under  the Environmental Assessment Act for a determination as to whether
an  environmental  review  was required. An environmental review is not required
under  the  Environmental  Assessment  Act  to  proceed  with  the  recommended
exploration  program  on our mineral claims. However, if we were to later become
subject  to an Environmental Assessment review, we would be required to pay fees
and would incur additional expenses in amounts that cannot be determined at this
time.  These  fees  and expenses may be substantial. We would also be subject to
delays  in  pursuing  our  business  plan  due  to  the  government  review.

RESULTS  OF  OPERATIONS

We  did  not earn any revenues during the three-month period ending February 28,
2002.  We  do not anticipate earning revenues until such time as the development
of  our  mineral  properties  is completed.  We are presently in the exploration
stage  and  we can provide no assurance that we will be successful in completing
development  of  our  mineral  properties  or  earning revenues from our mineral
properties  once  development  is  complete.

We  incurred  operating  expenses  in the amount of $25,859 for the three-months
ended February 28, 2002. This amount consisted primarily of professional fees in
the  amount  of  $11,626  and  mineral property option payments in the amount of
$10,000.  We  incurred  operating  expenses  in  the  amount  of $13,840 for the
three-months  ended  February  28, 2001. These operating expenses were comprised
primarily  of  professional  fees  in  the  amount  of  $11,891.

We  incurred a loss of $25,859 for the three-months ended February 28, 2002, and
$13,817  for  the  three-months  ended  February  28,  2001.  Our  net  loss was
attributable  entirely to our operating expenses. From inception on May 26, 2000
to  February  28,  2002,  we  incurred  a  loss  of  $139,344.  Our net loss was
attributable  entirely to our operating expenses, which were comprised primarily
of  professional  fees  in  the  amount  of  $81,166.

FINANCIAL  CONDITION

Liquidity  and  Financial  Condition

We  had  cash  of  $147 as of February 28, 2002. This is insufficient to pay our
current  administrative  expenses.  At  February  28, 2002 there is insufficient
capital  to  complete phase two of our exploration program for the Flint mineral
claim  property.

PLAN  OF  OPERATIONS

Our  business plan is to proceed with the exploration of the Flint mineral claim
to  determine  if it contains commercially exploitable reserves of silver, gold,
lead  or  zinc.  We  have  completed  phase  one  of  the  exploration  program
recommended  by the geological report and a portion of phase two.  We  currently
intend  to  continue with phase 2 after the snow has melted and weather permits.
Our  geologist  recently  completed  a  portion of phase II.  This work entailed
geological  sampling  and mapping.  WGT Consultants reported on the work program
on  November 5,

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<PAGE>

2001, recommending completion of Phase II.  Assuming we are able
to  raise  sufficient  capital,  we  expect to begin a later portion of phase II
utilizing  trenching  or  diamond  drilling  in  summer  2002.

Over  the  next  twelve  months,  we anticipate proceeding with phase two of the
recommended  geological  work  program.  This  work  program is expected to cost
approximately $60,000 and to take most of the next year. Assuming the results of
Phase  Two  justify  further  exploration,  Phase  Three  is expected to cost an
additional  $75,000.  We require additional financing in order to complete phase
two  of  our  plan of operations.  We satisfied the minimum required expenditure
under  the  option agreement that was due to be completed by September 30, 2001.
To  that  end, we obtained a loan in the amount of $20,000 from Korina Houghton,
wife of our president, in order to permit us to meet our property obligations up
to  September  30,  2001 to John MacPherson under the option agreement.  We also
obtained an additional $10,000 loan from Korina Houghton as part of an amendment
to  the  loan  agreement  between Ms. Houghton and our company dated October 15,
2001.  We  still  require additional financing to complete phase two of our plan
of  operations.

Mr.  Houghton, our president, has agreed to loan us up to $25,000, if necessary,
at  a  rate  of  10% interest, in order to maintain the mineral option agreement
through  the  payment  due  on  June  30,  2002.

We  believe that our cash reserves are also insufficient to meet our obligations
for  the next twelve-month period to pay for the legal and accounting expense of
complying  with  our  obligations  as  a  reporting  issuer under the Securities
Exchange  Act  of  1934.  These  expenses  will  be  in  addition to the cost of
completing  phase  two  of  the  exploration  program.

We  anticipate  that  additional funding will be in the form of equity financing
from  the  private  offering  and  sale of our common stock.  However, we cannot
provide  investors  with  any assurance that we will be able to raise sufficient
funding  from  the sale of our common stock to fund phase two of the exploration
program.  We  believe that debt financing will not be an alternative for funding
phase  two of the exploration program.  We do not have any arrangements in place
for  any  future  equity  financing.

If  we  are  successful in completing an equity financing, existing shareholders
will  experience dilution of their interest in our company.  In the event we are
not  successful  in raising additional financing, we anticipate that we will not
be  able  to  proceed  with our business plan.  In such a case, we may decide to
discontinue our current business plan and seek other business opportunities.  In
the  event  no  other  such  opportunities  are  available,  we may be forced to
discontinue  business.

Due to our lack of operating history and present inability to generate revenues,
our  auditors  have stated their opinion that there currently exists substantial
doubt  about  our  ability  to  continue  as  a  going  concern.

If  we  find  sufficient  evidence of mineralization in phase two, we anticipate
proceeding  to  phase  three.  If  we  decide to proceed to phase three, we will
require additional funding.  The anticipated cost of the phase three exploration
program  is  $75,000.  We anticipate that additional funding will be in the form
of  a  private offering and sale of our common stock. We currently do not have a
specific  plan  for  any

                                       21
<PAGE>

such  offering,  but  management  believes  that should the results of phase two
support  further exploration, we would most likely proceed to plan and offer our
common  stock for sale under a small private offering exemption such as Rule 504
of  Regulation  D  of the Securities Act. Should this offering be made, it would
most  likely  occur  in  2002.  However,  we  cannot  provide investors with any
assurance  that we will be able to raise sufficient funding from the sale of our
common  stock  to  fund  phase three of the exploration program. We believe that
debt  financing  will  not  be  an  alternative  for  funding phase three of the
exploration  program.  We  do  not have any arrangements in place for any future
equity  financing.

If  we  do not make the required additional exploration expenditures of $100,000
by  December  31,  2002, the option payment of $50,000 by June 30, 2002, and the
option  payment of $500,000 by December 31, 2002, then our option will terminate
and  we  will lose all our rights and interest in the Flint mineral claim. If we
do  not secure additional financing to incur the required exploration and option
expenditures, we may consider bringing in a joint venture partner to provide the
required  funding.  We have not undertaken any efforts to locate a joint venture
partner.  In  addition,  we  cannot provide investors with any assurance that we
will be able to locate a joint venture partner who will assist us in funding the
exploration  of the Flint mineral claim.  We may also pursue acquiring interests
in  alternate  mineral  properties  in  the  future.

In  summary, we anticipate the following milestones will need to be met in order
for  us  to  reach  the  point  where  we  are  generating  first  revenues:

1.  We  will  need to follow through with phase two by having our geologist, Mr.
Timmins,  conduct  further  data  compilation,  prepare  a composite map, and do
surface  geological  mapping,  prospecting, sampling, and underground geological
mapping  and  sampling.  This  is  expected  to  cost  a  total of $50,000.  Our
geologist has already completed a portion of Phase II consisting of sampling and
mapping.  This portion of Phase II was completed September 30, 2001.  Completion
of  this  process  will  be  subject to our obtaining the financing necessary to
cover  these  costs.  Part  of  this  cost  may  be paid through a loan from our
President  Mr.  Houghton, but the remainder will require other financing.  If we
made  an  offering  of  our common stock to obtain this financing, we would most
likely seek sufficient financing to cover our expected costs through phase three
as  well.

2.  We will then need to make a payment of $50,000 on or before June 30, 2002 to
satisfy  our obligation under the option agreement to Mr. MacPherson.  This will
require  additional  financing  which  will  need  to  be  obtained.

3.  Assuming  the results of phase two justify further exploration, we will need
to proceed to phase three which is expected to cost approximately $75,000.  This
is  most likely to occur, if warranted, in 2002 after the snow clears in July or
August.  Completion  of  this process will be subject to obtaining the financing
necessary  to  cover  the  costs.

4.  We  must  satisfy  our  requirement  to  expend  an  additional  $100,000 in
exploration  expenditures  and  pay to Mr. MacPherson the additional $500,000 by
December  31,  2002.  We  expect  to  accomplish  the  exploration  expenditure
requirement  by  completing  phase  three  exploration.  The  payment  to  Mr.
MacPherson  will  require  additional  financing which will need to be obtained.

                                       22
<PAGE>

5.  Following  phase  three,  we  will  need further and more extensive drilling
before we will be able to determine if commercially viable reserves exist on the
Flint  mineral  claim.  Should this additional drilling show commercially viable
reserves,  we would need to seek further financing to begin mining operations to
extract  any  minerals found and then sell them commercially to obtain our first
revenues.  Management does not anticipate this occurring anytime before the year
2003.

We  engaged  WGT Consultants Ltd. to complete the first phase of the exploration
program  and  a  portion  of  phase  two,  both  of which have been successfully
completed.  We  have  engaged  WGT  to  commence  the  remainder  of  phase two.

                                      23
<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.


EXHIBITS

     None

REPORTS  ON  FORM  8-K

     None


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<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.

COYOTE  VENTURES  CORP.

Date:     April  11,  2002


By:  /s/ Scott Houghton
     ---------------------------------
     Scott Houghton,
     President

By:  /s/ Joseph Galat
     ---------------------------------

     Joseph Galat,
     Principal  Financial  Officer