SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

          Quarterly report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the quarterly period ended March 31, 2001

                        Commission File number 000-32201


                            Tasco International, Inc.
                 (Name of Small Business Issuer in its Charter)


                      1649 Dartmouth, Chula Vista, CA 91913
           (Address of Principal Executive Offices including Zip Code


                                 (619) 482-7800
                (Issuer's Telephone Number, Including Area Code)


                                 Not Applicable
         (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  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]

There were 1,278,000 shares of Common stock outstanding as of March 31, 2001.
<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                   AS OF MARCH 31, 2001 AND SEPTEMBER 30, 2000


                                                 Six Months Ended   Year Ended
                                                     March 31,     September 30,
                                                       2001            2000
                                                     --------        --------
                                     ASSETS
CURRENT ASSETS
  Cash                                               $  1,838        $ 11,493
                                                     --------        --------

TOTAL CURRENT ASSETS                                    1,838          11,493
                                                     --------        --------

  TOTAL ASSETS                                       $  1,838        $ 11,493
                                                     ========        ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                   $      0        $    365
                                                     --------        --------
TOTAL CURRENT LIABILITIES                                   0             365

  TOTAL LIABILITIES                                         0             365

STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value authorized
    (20,000,000 shares authorized; none
    issued and outstanding.)                                0               0
  Common stock $.0001 par value authorized
    (80,000,000 shares authorized; issued
    and outstanding: 1,278,000 shares at March 31,
    2001 and September 30, 2000, respectively.)           128             128
  Additional paid-in capital                           11,662          11,662
  Deficit accumulated during the development stage     (9,953)           (662)
                                                     --------        --------

TOTAL STOCKHOLDERS' EQUITY                              1,838          11,128
                                                     --------        --------
  TOTAL LIABILITIES &
    STOCKHOLDERS' EQUITY                             $  1,838        $ 11,493
                                                     ========        ========

              See Accompanying Notes to Accountant's Review Report

                                        2
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                    October 6, 1998
                                         Three Months   Three Months    Six Months     Six Months     (Inception)
                                             Ended         Ended           Ended          Ended         through
                                           March 31,      March 31,      March 31,      March 31,      March 31,
                                             2001           2000           2001           2000           2001
                                          -----------    -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>            <C>
REVENUES
    Revenues                              $         0    $         0    $         0    $         0    $         0
                                          -----------    -----------    -----------    -----------    -----------
TOTAL REVENUES                                      0              0              0              0              0

GENERAL & ADMINISTRATIVE EXPENSES               2,504             80          9,291            302          9,953
                                          -----------    -----------    -----------    -----------    -----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES         2,504             80          9,291            302          9,953

NET LOSS                                  $    (2,504)   $       (80)   $    (9,291)   $      (302)   $    (9,953)
                                          ===========    ===========    ===========    ===========    ===========

BASIC LOSS PER SHARE                      $   (0.0020)   $   (0.0001)   $   (0.0073)   $   (0.0002)
                                          ===========    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                 1,278,000      1,278,000      1,278,000      1,278,000
                                          ===========    ===========    ===========    ===========
</TABLE>

              See Accompanying Notes to Accountant's Review Report

                                        3
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FROM OCTOBER 6, 1998 (INCEPTION) THROUGH MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                                                        Common      Additional      During
                                         Common         Stock        Paid in     Development
                                          Stock         Amount       Capital        Stage          Total
                                        ----------    ----------    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>           <C>           <C>
Stock issued for cash on October 6,
1998 @ $0.0001 per share                  100,000       $  10        $    --       $    --       $    10

Stock issued for cash on October 9,
1998 @ $0.0001 per share                  130,000          13          1,287             0         1,300

Stock issued for cash on October 12,
1998 @ $0.0001 per share                   19,000           2            188             0           190

Stock issued for cash on April 1,
1999 @ $0.0001 per share                   29,000           3            287             0           290

Net loss, October 6, 1998 (inception)
to September 30, 1999                                                                 (295)         (295)
                                        ---------       -----        -------       -------       -------

BALANCE,  SEPTEMBER 30, 1999              278,000          28          1,762          (295)        1,495
                                        =========       =====        =======       =======       =======
Stock issued for cash on October 19,
1999 @  $0.01 per share                 1,000,000         100          9,900                      10,000

Net loss, October 1, 1999 through
 September 30, 2000                                                                   (367)         (367)
                                        ---------       -----        -------       -------       -------

BALANCE,  SEPTEMBER 30, 2000            1,278,000         128         11,662          (662)       11,128
                                        =========       =====        =======       =======       =======
Net loss, October 1, 2000 though
 March 31, 2001                                                                     (9,291)       (9,291)
                                        ---------       -----        -------       -------       -------

BALANCE,  MARCH 31, 2001                1,278,000       $ 128        $11,662       $(9,953)      $ 1,838
                                        =========       =====        =======       =======       =======
</TABLE>

              See Accompanying Notes to Accountant's Review Report

                                        4
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                       October 6, 1998
                                             Three Months   Three Months    Six Months    Six Months     (Inception)
                                                Ended          Ended          Ended         Ended          through
                                               March 31,      March 31,      March 31,     March 31,       March 31,
                                                 2001           2000           2001          2000            2001
                                               --------       --------       --------      --------        --------
<S>                                            <C>            <C>            <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Operating loss                                $(2,504)       $  (80)       $(9,291)       $ (302)         $(9,953)
  Amortization                                        0             0            192           240
  (Decrease) in payables                            (25)            0           (365)            0                0
  Organization costs                                  0             0              0             0             (240)
                                                -------        ------        -------        ------          -------
  NET CASH PROVIDED (USED) BY OPERATING
   ACTIVITIES                                    (2,529)          (80)        (9,656)         (110)          (9,953)

CASH FLOWS FROM INVESTING ACTIVITIES

  NET CASH USED BY INVESTING ACTIVITIES               0             0              0             0           11,790

CASH FLOWS FROM FINANCING ACTIVITIES

  Common stock                                        0             0              0             0                0
                                                -------        ------        -------        ------          -------
  NET CASH PROVIDED BY FINANCING ACTIVITIES           0             0              0             0                0
                                                -------        ------        -------        ------          -------

  NET INCREASE IN CASH                           (2,529)          (80)        (9,656)         (110)           1,838

  CASH AT BEGINNING OF PERIOD                     4,366         1,638         11,493         1,668                0
                                                -------        ------        -------        ------          -------
  CASH AT END OF PERIOD                         $ 1,838        $1,558        $ 1,838        $1,558          $ 1,838
                                                =======        ======        =======        ======          =======
</TABLE>

              See Accompanying Notes to Accountant's Review Report

                                        5
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2001


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The  Company  was  organized  October  6,  1998,  under the laws of the State of
Delaware as Tasco International,  Inc. The Company is engaged in the business of
offering   virtual   reality   technology   for  CD-ROM,   media  and   Internet
presentations. The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.

On October 6, 1998,  the Company  issued 100,000 shares of common stock for cash
at $0.0001 per share.

On October 9, 1998,  the Company  issued 130,000 shares of common stock for cash
at $0.0001 per share.

On October 12, 1998,  the Company  issued 19,000 shares of common stock for cash
at $0.0001 per share.

On April 1 1999,  the Company  issued  29,000 shares of common stock for cash at
$0.0001 per share.

On October 19, 1999,  the Company  issued  1,000,000  shares of common stock for
cash at $0.01 per share.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF ACCOUNTING

The Company  uses the accrual  method of  accounting.  The Company has adopted a
fiscal year of September 30.

b. BASIC EARNINGS PER SHARE

Earnings per share are computed  using the weighted  average number of shares of
common stock outstanding.

c. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

                                        6
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2001


NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

NOTE 4. GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's plan to seek additional capital
through sale of its securities through private placements.

NOTE 5. RELATED PARTY TRANSACTION

The Company  neither owns nor leases any real or personal  property.  A director
provides  office  services  without  charge.  Such costs are  immaterial  to the
financial  statements  and  accordingly,  have not been reflected  therein.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunity  becomes
available, such persons may face a conflict in selecting between the Company and
their other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 6. INCOME TAXES

                                                  March 31,       September 30,
                                                   -------          -------
                                                    2001             2000
                                                   -------          -------
     Deferred tax assets:
     Net operating loss carryforwards              $ 9,291          $   367
     Other                                             -0-              -0-
                                                   -------          -------
     Valuation allowance                            (9,291)            (367)
                                                   -------          -------

     Net deferred tax assets                       $   -0-          $   -0-
                                                   =======          =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

                                        7
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2001


NOTE 7. SCHEDULE OF NET OPERATING LOSSES

     1998  Net Operating Loss                                     $   (295)
     1999  Net Operating Loss                                         (367)
     2001  Net Operating Loss                                       (9,291)
                                                                  --------
     Net Operating Loss                                           $ (9,953)
                                                                  ========

As of March 31,  2001,  the  Company has net  operating  loss  carryforwards  of
approximately $ 9,953, which will expire through 2019.

                                        8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

CERTAIN FORWARD-LOOKING INFORMATION

     Information  provided  in this  Quarterly  report on Form 10QSB may contain
forward-looking  statements  within the  meaning of  Section  21E or  Securities
Exchange  Act of 1934  that are not  historical  facts  and  information.  These
statements represent the Company's  expectations or beliefs,  including,  but no
limited to,  statements  concerning  future and  operating  results,  statements
concerning industry performance, the Company's operations, economic performance,
financial  conditions,  margins and growth in sales of the  Company's  products,
capital  expenditures,  financing  needs,  as well  assumptions  related  to the
forgoing.  For this purpose,  any statements  contained in this Quarterly Report
that are not  statement of historical  fact may be deemed to be  forward-looking
statements.  These forward-looking  statements are based on current expectations
and involve various risks and uncertainties  that could cause actual results and
outcomes  for  future  periods  to differ  materially  from any  forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including  those  set  forth  from  time to time in the  documents  filed by the
Company with the  Securities  and Exchange  Commission,  including the Company's
most recent Form 10SB.

CONDITION AND RESULTS OF OPERATIONS.

THREE MONTHS ENDED MARCH 31, 2001.

     Revenues were -0- for the  quarter  ending  March 31,  2001 and -0- for the
same quarter ending 2000.

     Operating  Expenses  were $2,504 for the quarter  ending March 31, 2001 and
$80 for the same quarter in 2000.

     The Company had an operating  loss of ($2,504) for the quarter ending March
31, 2001 and ($80) for the same quarter ending 2001.

     Management  has purchased  software and digital  photographic  equipment to
produce complete visual content and other digital media. Management is currently
in the design  phase  toward  developing  a web-site  to offer its  services  to
businesses and consumers.  Management is currently  preparing samples of digital
media  content for  still-media,  360-degree  images,  video and  animation  for
viewing on its proposed  web-site.  The Company  plans to develop  relationships
with  photographers  and other visual content producers so the Company can offer

                                        9
<PAGE>
its  services  in many  areas in the  United  States.  To date,  no  contractual
arrangements  with any photographer or visual content  producers have been made.
The Company  plans to fund the growth and  expansion  of its business by earning
profits through contracting sales in media content production and by the sale of
its securities through private  placements.  To date, no sales have been made in
media content production nor have any sales of the Company's  securities through
private placements been made.

RISK FACTORS

     1.   LIMITED HISTORY OF OPERATIONS

     The  Company  was  incorporated  under the laws of the State of Delaware on
October 6, 1998 and has had limited  operations  to date.  Therefore the Company
must be  considered  in the early  development  stages of  embarking  upon a new
venture.  The Company has had no revenues to date.  The  Company's  business and
prospects  must be considered in light of the risk,  expense,  and  difficulties
frequently   encountered  by  companies  in  an  early  stage  of   development,
particularly companies in new and rapidly evolving markets of providing services
on the  Internet.  Prospective  investors  should  be aware of the  difficulties
encountered by such new enterprises, as the Company faces all the risks inherent
in any new business,  including:  competition,  the absence both of an operating
history and  profitability  and the need for  additional  working  capital.  The
likelihood  of the success of the  Company  must be  considered  in light of the
problems and expenses that are  frequently  encountered  in connection  with the
operation of a new business and the competitive environment in which the Company
will be operating.

     2.   NEED FOR ADDITIONAL  WORKING  CAPITAL - CONTINUATION  OF GOING CONCERN
          NOT ASSURED

     As of March 31, 2001,  the Company had working  capital of $1,838 and faces
the need for  substantial  additional  working  capital in the near future.  The
capital  needs of the Company are greater than  currently  anticipated,  and the
Company will be required to seek other sources of financing. No assurance can be
given that the Company  will be able to organize  debt or equity  financing,  or
that if available,  it will be available on terms and conditions satisfactory to
management and might dilute current shareholders. The Company has no commitments
for any additional  debt or equity  financing and there can be no assurance that
any such commitments will be obtained on favorable terms, if at all.

     3.   THE  COMPANY  HAS NO  SIGNIFICANT  HISTORY  OF  OPERATIONS  AND EXPECT
          OPERATING LOSSES IN THE FORESEEABLE FUTURE

     The Company  expects to incur operating  losses for the foreseeable  future
and if the Company  ever has  operating  profits,  it may not be able to sustain
them.  Expenses  will  increase  as the  Company  builds  an  infrastructure  to
implement its business model. The Company plans to hire additional employees and

                                       10
<PAGE>
lease space for its  corporate  offices as the need  arises.  In  addition,  the
Company plans to significantly increase its operating expenses to:

     *    purchased hardware;

     *    develop a digital media web-site;

     *    seek contractual  relationships with selected  photographers and other
          visual content producers.

Expenses may also increase due to the potential effect of goodwill  amortization
and other charges resulting from future partnerships  and/or alliances,  if any.
If any of these and other expenses are not accompanied by increased revenue, the
Company's operating losses will be even greater than anticipated.

     4.   THE  PROGRESS  AND  OVERALL  SUCCESS OF THE  COMPANY IS  SUBSTANTIALLY
          DEPENDENT  UPON THE  ABILITIES OF THE CURRENT  OFFICER AND DIRECTOR OF
          THE COMPANY

     The Company's performance and operating results are substantially dependent
on the continued  service and performance of its officer and director.  The loss
of the services of the  Company`s  key employee or the  inability to attract and
retain the necessary  technical,  sales and other personnel,  would likely limit
the changes for success and have a negative effect upon the Company's  business,
financial  condition,   operating  results  and  cash  flow.  In  addition,  the
concentrated  ownership  of the sole  officer and director has over the Company,
may have a material adverse effect on future business progress. Furthermore, the
current officer and director is involved with other  employment  other than that
of the Company,  which may take time from developing the business of the Company
and effect the overall success.

     5.   COMPETITION

     The  market  for  production  of visual  content  and other  digital  media
solutions is new and rapidly  evolving.  As the demand for  production of visual
content solutions increases,  the Company expects competition to intensify.  The
Company  competes  with other  providers  of digital  media  content,  and these
companies  may have greater  financial,  marketing,  distribution  and technical
resources,  which therefore may have an adverse effect on the  profitability  of
the Company.  Our success will be dependent on its ability to compete with these
and any other  competitors  on the  quality  of the  solutions  and  their  cost
effectiveness. There is no assurance that the Company will be successful in that
competition.

     6.   LACK OF CASH DIVIDENDS

     The Company has not paid any cash  dividends  on its Common  Shares to date
and there are no plans for paying  cash  dividends  in the  foreseeable  future.
Initial  earnings  that the Company  may  realize,  if any,  will be retained to
finance the growth of the Company.  Any future dividends,  of which there can be
no  assurance,  will be directly  dependent  upon  earnings of the Company,  its
financial requirements and other factors.

                                       11
<PAGE>
     7.   CAPITAL RESOURCE REQUIREMENTS

     The Company  presently  plans to purchase  hardware  within the next twelve
months. In addition, the Company plans to complete its development and design of
its  digital  media  web-site.  Expenses  needed to build an  infrastructure  to
implement its business model will depend upon a number of factors  including the
Company's ability to raise sufficient capital.  There are no assurances that the
Company can raise  sufficient  capital  through debt or equity  financing  which
might be available to the Company on favorable  terms or at all and might dilute
current shareholders.

     8.   GROWTH MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL RESOURCES

     There can be no assurances that the Company's  proposed business model will
be adequate to support any future operations.  In addition, there is a risk that
the  Company  may not be able to  expand  their  operations  at the same rate as
market demand may be created.

     9.   SHARES SUBJECT TO RULE 144

     On March 31,  2001,  the Company had  1,000,000  Common  Shares  issued and
outstanding  that  have not been  registered  with the  Commission  or any state
securities agency and are currently  restricted pursuant to Rule 144 promulgated
by the  Commission  under the 1933 Act.  Rule 144 provides,  in essence,  that a
person holding  restricted  securities for one year from the date the securities
were purchased from the issuer,  or an affiliate of the issuer,  and fully paid,
may  sell  limited   quantities  of  the   securities  to  the  public   without
registration, provided there shall be certain public information with respect to
the issuer.  Pursuant to Rule 144,  securities held by  non-affiliates  for more
than two years may  generally  be sold without  reference to the current  public
information  or broker  transaction  requirements,  or the  volume  limitations.
Certain  limited  quantities of the current  outstanding  restricted  shares are
available for resale pursuant to Rule 144.

     10.  OTHER NON-PUBLIC SALES OF SECURITIES

     As part of the Company's  plan to raise  additional  working  capital,  the
Company  may make a limited  number of offers and sales of its Common  Shares to
qualified  investors in transactions that are exempt from registration under the
1933 Act.  There can be no  assurance  the Company will not make other offers of
its  securities at different  prices,  when, in the Company's  discretion,  such
prices are deemed by the Company to be reasonable under the circumstances.

     11.  NO ASSURANCE OF LIQUIDITY

     There is  currently  no public  market for the  common  shares or any other
securities  of the Company and there can be no assurance  that a trading  market
will develop in the future.

                                       12
<PAGE>
     12.  WE FACE  THE  LOSS  OF KEY  PERSONNEL  WHICH  COULD  ADVERSELY  AFFECT
          PROPOSED OPERATIONS

     The Company's  performance is greatly  dependent on the  performance of its
management.  The loss of the services of our  executive  officer/director  could
harm the  Company's  business.  The  Company's  officer  has some  expertise  in
production  of visual  content  and  other  digital  media,  and the loss of the
Company's  officer/director  could  have a  negative  impact  on  the  Company's
reputation for expertise in the digital media industry.

     13.  THE COMPANY IS DEPENDENT ON THE CONTINUED GROWTH OF INTERNET COMMERCE

     The market for the  production of visual content and digital media over the
Internet is a new and emerging market.  Rapid growth in the use of, and interest
in, the Internet is a recent phenomenon and may not continue to develop.

     14.  THE COMPANY IS LARGELY CONTROLLED BY MANAGEMENT

     The  Company's  officer/director  currently  owns or controls a substantial
majority of its  outstanding  common  stock and thereby  continues to be able to
exercise voting control over the company for the foreseeable  future and will be
able to elect the entire  Board of  Directors.  This  management  control  could
prevent, or make more difficult, on-going business.

                                       13
<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

     None

                                    SIGNATURE

Pursuant tot he  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Company has duly caused this disclosure  statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     TASCO INTERNATIONAL, INC.


Date 04/13/01                        /s/ Adrienne Humphreys
                                     ----------------------------------
                                     Adrienne Humphreys
                                     President

                                       14