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 August 31, 2001

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

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

               Commission File Number   000-32621

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

                    COMMODORE MINERALS, INC.

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

            Nevada                           98-0336945
(State or other jurisdiction of            (IRS Employer
incorporation or organization)          Identification No.)


Unit 1809, 18/F., Modern Warehouse
6 Shing Yip Street, Kwun Tong
      Kowloon, Hong Kong                        N/A
(Address of principal executive offices)     (Zip Code)

 Issuer's telephone number, including area code: (852) 2385.8789

                 Suite 414, 1859 Spyglass Place
                      Vancouver, BC, Canada
      (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:
13,544,000 Shares of $.001 par value Common Stock outstanding as
of October 12, 2001.


<PAGE>


                 PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                         BALANCE SHEETS
                    (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
----------------------------------------------------------------------
                                             AUGUST 31   NOVEMBER 30
                                                 2001          2000
                                             (Unaudited)
----------------------------------------------------------------------

                                           <c>           <c>
ASSETS

Current
  Cash                                        $  19,948     $  75,355
  Prepaid exploration advances                    7,500         3,750
                                              ------------------------
                                                 27,448        79,105
Option To Acquire Mineral
   Property (Note 3)                              2,500         2,500
                                              ------------------------
                                              $  29,948     $  81,605
                                              ========================
LIABILITIES

Current
  Accounts payable and
    accrued liabilities                       $  12,717     $   7,201
                                              ------------------------

SHAREHOLDERS' EQUITY

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

Issued and outstanding:
13,544,000 shares at August 31, 2001 and
13,544,000 shares at November 30, 2000           13,544        13,544

Additional paid-in capital                       69,456        69,456

Deficit Accumulated During The
  Exploration Stage                             (65,769)       (8,596)
                                              ------------------------
                                                 17,231        74,404
                                              ------------------------
                                              $  29,948     $  81,605
======================================================================

</TABLE>

See accompanying notes to financial statements.


                               -2-


<PAGE>

                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                 STATEMENTS OF LOSS AND DEFICIT
                           (Unaudited)
                    (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                                                           PERIOD FROM
                                                                             DATE OF
                                                    NINE        THREE       INCEPTION
                                                   MONTHS      MONTHS      SEPTEMBER 20
                                                    ENDED       ENDED        2000 TO
                                                  AUGUST 31   AUGUST 31     AUGUST 31
                                                    2001        2001           2001
-------------------------------------------------------------------------------------------

                                               <c>         <c>          <c>
Expenses
  Bank charges and foreign exchange               $    (437)  $     155    $    (437)
  Transfer agent and filing fees                      1,530         225        1,530
  Management fees                                     6,750       2,250        6,750
  Office and sundry                                     105           -          105
  Mineral property exploration expenses               1,054           -        1,054
  Professional fees                                  48,171      24,439       56,767
                                                  ---------------------------------------

Net Loss For The Period                              57,173      27,069       65,769

Deficit Accumulated During The Exploration
  Stage, Beginning Of Period                          8,596      38,700            -
                                                  ---------------------------------------

Deficit Accumulated During The Exploration
  Stage, End Of Period                            $  65,769   $  65,769    $  65,769
=========================================================================================

Net Loss Per Share - Basic and Diluted            $   (0.01)  $   (0.01)   $       -
=========================================================================================

Weighted Average Number Of Shares
  Outstanding - Basic and Diluted                 4,148,507   4,148,507            -
==========================================================================================
</TABLE>

See accompanying notes to financial statements.


                               -3-


<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

               STATEMENTS OF STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                                              Common Stock
                                   ---------------------------------
                                                         Additional
                                                           Paid-In     Accumulated
                                     Shares    Amount      Capital       Deficit         Total
                                   ----------------------------------------------------------------

                                <c>        <c>        <c>           <c>             <c>
Opening balance,
September 20, 2000                          - $       -  $        -    $        -      $       -

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

November - Shares issued for
  cash at $0.01                     6,500,000     6,500      58,500             -         65,000

November - Shares issued for
  cash at $0.25                        44,000        44      10,956             -         11,000

Net loss for the period                     -         -           -        (8,596)        (8,596)
                                   ----------------------------------------------------------------

Balance, November 30, 2000         13,544,000    13,544      69,456        (8,596)        74,404

Net loss for the period                     -         -           -       (57,173)       (57,173)
                                   ----------------------------------------------------------------

Balance, August 31, 2001           13,544,000 $  13,544  $   69,456    $  (65,769)     $  17,231
                                   ================================================================

</TABLE>








See accompanying notes to financial statements.


                               -4-


<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

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



<TABLE>
<CAPTION>



-------------------------------------------------------------------------------------------
                                                                             PERIOD FROM
                                                                               DATE OF
                                                      NINE        THREE       INCEPTION
                                                     MONTHS      MONTHS      SEPTEMBER 20
                                                      ENDED       ENDED        2000 TO
                                                    AUGUST 31   AUGUST 31     AUGUST 31
                                                      2001        2001          2001
-------------------------------------------------------------------------------------------

                                               <c>         <c>          <c>
Cash Flows From Operating Activity
    Net loss for the period                       $  (57,173) $  (27,069)  $  (65,769)

Adjustments To Reconcile Net Loss To Net
  Cash Used By Operating Activity
    Prepaid exploration advances                      (3,750)          -       (7,500)
    Accounts payable                                   5,516       9,207       12,717
                                                  ---------------------------------------
                                                     (55,407)    (17,862)     (60,552)
                                                  ---------------------------------------

Cash Flows From Investing Activity
    Mineral property                                       -           -       (2,500)
                                                  ---------------------------------------

Cash Flows From Financing Activity
    Common stock issued                                    -           -       83,000
                                                  ---------------------------------------

Increase (Decrease) In Cash                          (55,407)    (17,862)      19,948

Cash, Beginning Of Period                             75,355      37,810            -
                                                  ---------------------------------------

Cash, End Of Period                               $   19,948  $   19,948   $   19,948
=========================================================================================





</TABLE>



See accompanying notes to financial statements.


                               -5-

<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

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



1.   BASIS OF PRESENTATION AND NATURE OF OPERATIONS

     a)   The unaudited financial statements as of August 31,
          2001 included herein have been prepared in accordance
          with the instructions to Form 10-QSB and Item 310(b) of
          Regulation S-B.  Certain information and footnote
          disclosures for complete presentation of financial
          position, results of operations, cash flows, and
          stockholders' equity, normally included in financial
          statements prepared in accordance with United States
          generally accepted accounting 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.  The results of operations are not
          necessarily indicative of the results to be expected
          for the full fiscal year.  It is suggested that these
          financial statements be read in conjunction with the
          November 30, 2000 audited financial statements and
          notes thereto.

     b)   Organization

          The Company was incorporated in the State of Nevada,
          U.S.A. on September 20, 2000.

     c)   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
          costs 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 profitable production
          or proceeds from the disposition thereof.


2.   SIGNIFICANT ACCOUNTING POLICIES

     The financial statements of the Company have been prepared
     in accordance with generally accepted accounting principles
     in the United States.  Because a precise determination of
     many assets and liabilities is dependent upon future events,
     the preparation of financial statements for a period
     necessarily involves the use of estimates which have been
     made using careful judgment.



                               -6-


<PAGE>



                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

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



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The financial statements have, in management's opinion, been
     properly prepared within reasonable limits of materiality
     and within the framework of the significant accounting
     policies summarized below:

     (a)  Option To Acquire Mineral Property

          The Company capitalizes the acquisition costs of
          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 acquisition
          costs will be written off.  To date, the Company has
          not established the commercial feasibility of its
          mineral property, therefore, all exploration
          expenditures are being expensed.

          At least annually, the net deferred cost of each
          mineral property is compared to management's estimation
          of the net realizable value, and a write-down is
          recorded if the net realizable value is less than the
          cumulative net deferred costs.

     (b)  Use of Estimates

          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities,
          and disclosure of contingent assets and liabilities at
          the date of the financial statements, and the reported
          amounts of revenues and expenses for the reporting
          period.  Actual results could differ from these
          estimates.

     (c)  Foreign Currency Translation

          The Company's functional currency is the U.S. dollar.
          Transactions in foreign currency are translated into
          U.S. dollars as follows:

          i)     monetary  items  at the rate prevailing  at  the
                 balance sheet date;
          ii)    non-monetary  items  at the historical  exchange
                 rate;
          iii)   revenue  and  expense  at the  average  rate  in
                 effect during the applicable accounting period.



                               -7-


<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

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

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (d)  Income Taxes

          The Company has adopted Statement of Financial
          Accounting Standards No. 109 - "Accounting for Income
          taxes" (SFAS 109).  This standard requires the use of
          an asset and liability approach for financial
          accounting, and reporting on income taxes.  If it is
          more likely than not that some portion or all of a
          deferred tax asset will not be realized, a valuation
          allowance is recognized.

     (e)  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.

3.   OPTION TO ACQUIRE MINERAL PROPERTY

     The Company has entered into an option agreement, dated
     November 22, 2000, to acquire a 51% interest in a mineral
     claim block owned by a director and located in the Cariboo
     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:
     -    $2,500 on execution of the agreement (paid)
     -    $10,000 by November 22, 2001
     -    $50,000 by November 22, 2002
     -    $75,000 by November 22, 2003
     -    $100,000 by November 22, 2004

Exploration expenditures:
     -    $7,500 by October 31, 2001
     -    A further $100,000 by October 31, 2002
     -    A further $200,000 by October 31, 2003
     -    A further $300,000 by October 31, 2004
     -    A further $750,000 by October 31, 2005

     Balance, August 31, 2001                          $  2,500
                                                       ========
See Note 8.


                               -8-


<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

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

4.   RELATED PARTY TRANSACTION

     During the period ended August 31, 2001, the Company paid
     management fees of $6,750 to a company controlled by a
     director.


5.   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 3.  See Note 8.


6.   COMMITMENT

     The Company has entered into a management agreement with a
     company controlled by a director. The agreement is for
     management services at $750 per month and expires on
     December 31, 2001.  See Note 8.


7.   RECENTLY ISSUED ACCOUNTING PRINCIPLES

     In July 2001, the Financial Accounting Standards Board
     ("FASB") issued SFAS No.'s 141 and 142, "Business
     Combinations" and "Goodwill and Other Intangibles."  SFAS
     141 requires all business combinations initiated after June
     30, 2001 to be accounted for using the purchase method.
     SFAS 142 requires that ratable amortization of goodwill be
     replaced with periodic fair-value  based tests of the
     goodwill's impairment, and that intangible assets other than
     goodwill be amortized over their useful lives.
     Additionally, under the provision of the new accounting
     standard, an acquired intangible asset should be separately
     recognized if the benefit of the intangible asset is
     obtained through contractual or other legal rights, or if
     the intangible asset can be sold, transferred, licensed,
     rented, or exchanged, regardless of the acquirer's intent to
     do so.  SFAS 141 is effective for all business combinations
     initiated after June 30, 2001 and for all business
     combinations accounted for by the purchase method for which
     the date of acquisition is after June 30, 2001.  The
     provisions of SFAS 142 will be effective for fiscal years
     beginning after December 15, 2001 and will thus be adopted
     by the Company, as required, in fiscal year 2002. The impact
     of SFAS 141 and SFAS 142 on the Company's financial
     statements has not yet been determined.



                               -9-


<PAGE>


                    COMMODORE MINERALS, INC.
                 (An Exploration Stage Company)

                  NOTES TO FINANCIAL STATEMENTS

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




8.   SUBSEQUENT EVENTS

     Pursuant to a Stock Purchase Agreement dated September 28,
     2001 between Grayson Hand and Wei Zhou, Mr. Hand sold
     7,000,000 shares of common stock of the Company,
     representing approximately 51.7% of the outstanding shares
     of common stock, to Mr. Zhou in a privately negotiated
     transaction consummated on October 1, 2001.  After the
     transaction, which resulted in a change in control of the
     Company, Mr. Hand did not hold any shares of common stock.
     Pursuant to the Stock Purchase Agreement, Mr. Zhou and Hans
     Schuld became directors of the Company, replacing Mr. Hand
     and Gordon Keevil effective October 11, 2001.  Mr. Zhou also
     became Chief Executive Officer.  The Company also terminated
     the Management Agreement with WFC Management Corporation
     effective October 1, 2001, with no additional costs
     incurred.  The Company also elected to allow the mineral
     option with regard to the mineral claim block owned by
     Gordon Keevil, located in the Cariboo Mining Division of
     British Columbia, to expire effective October 11, 2001 with
     no additional costs incurred.

     Mr. Zhou is the majority owner of Intac International
     Holdings Limited (Intac), a Hong Kong corporation. Intac is
     a distributor of wireless handsets in the global wireless
     telecommunications marketplace.  Effective October 13, 2001,
     the Company acquired ownership of all outstanding shares of
     Intac and its wholly owned subsidiary, New Tech Handels GmbH
     (New Tech), a German corporation, by issuing 4,950,000
     shares of common stock to Mr. Zhou, in exchange for 99% of
     the stock of Intac, and 50,000 shares of common stock to Ms.
     Yip Yin Kwan, in exchange for 1% of the stock of Intac.  The
     Company's acquisition of Intac will be accounted for as a
     reverse acquisition, in which Intac will be treated as
     having acquired the Company for accounting purposes.  As a
     result, the historical operations of Intac and New Tech will
     be reported as the historical operations of the Company.
     Proforma financial information, if required, will be
     included in the Company's Current Report on Form 8-K to be
     filed with regard to the acquisition.  The Company intends
     to change its name to INTAC International.  Until such a
     name change is approved by a vote of the stockholders, the
     Company will operate under the assumed name of "INTAC
     International".  The Company has abandoned minerals
     exploration as an operation and will, with the acquisition
     of Intac and its subsidiary, become a distributor of
     wireless handsets in the global telecommunications
     marketplace.


                              -10-


<PAGE>



Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATIONS

In this Quarterly Report on Form 10-QSB, we will refer to
Commodore Minerals, Inc., a Nevada corporation, as "the Company",
"we", "us" and "our".

Forward-Looking Statements
--------------------------

This document contains certain forward-looking statements,
including those relating to the growth of the industry in which
we compete and our ability to capitalize on industry events, our
plans for future expansion, our ability to achieve satisfactory
operating performance, and the viability of our business model,
which are made pursuant to the safe harbor provisions of the
Securities Reform Act of 1995.  The words "may," "will,"
"expect," "believe," "plan," "intend," "anticipate," "estimate,"
"continue," and similar expressions, as they relate to us, as
well as discussions of our strategy and pending transactions, are
intended to identify forward-looking statements.  Such statements
involve risks and uncertainties which may cause results to differ
materially from those set forth in those statements. Among other
things, we are an early stage company and our business model is
not proven, our future operating results will depend on our
ability to continue to increase sales, we do not have any long-
term supply or distribution contracts, we are especially
dependent on only a few sources of supply and our largest
customers comprise a significant majority of our business. In
addition, the international wireless equipment distribution
industry is highly price competitive and constantly changing with
certain segments of the market migrating away from a pure
distribution business such as ours.

We cannot assure you that any of our expectations will be
realized, and actual results and occurrences may differ
materially form our expectations as state in this document.  We
undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information,
future events or otherwise.


Overview and Recent Developments
--------------------------------

We remained an exploration stage company engaged in the
acquisition and exploration of mineral properties through the
nine months ended August 31, 2001 during which time we generated
no income.  We continued to own an option to acquire a 51%
interest in certain mineral claims situated in the Province of
British Columbia, Canada that we have referred to as the Clisbako
mineral claims. Starting on September 28, 2001 we revised our
plan of operations as a result of the change in ownership control
of the Company which commenced on that date.  On October 11, 2001
we allowed our option agreement on the Clisbako mineral claims to
expire with no additional cost incurred.

As disclosed in Note 8 to the August 31, 2001 financial
statements, Mr. Wei Zhou acquired controlling interest in the
outstanding shares of the Company when he purchased the 7,000,000
shares of common stock previously owned by Mr. Grayson Hand.  Mr.
Zhou is the Chief Executive Officer of Intac International
Holdings Limited (Intac), a Hong Kong corporation.  Intac and its
wholly owned subsidiary, New Tech Handels GmbH (New Tech), a
German corporation, are engaged in the distribution of wireless
handsets in the global wireless telecommunications marketplace.



                              -11-


<PAGE>


On October 13, 2001, we acquired all of the outstanding stock of
Intac from Mr. Zhou, who owned 99% of the stock, and from Ms. Yip
Yin Kwan, who owned the remaining 1%.  The Company's acquisition
of Intac will be accounted for as a reverse acquisition, in which
Intac will be treated as having acquired the Company for
accounting purposes.  As a result,  the historical operations of
Intac and New Tech will be reported as the historical operations
of the Company. The resulting merged company will continue the
operations of Intac and New Tech.  Intac is less than one year
old and is still in the formative stage of increasing the number
of purchasers of its products as well as expanding the sources of
its product purchases. Through September 30, 2001, we believe
that the consolidated operations of Intac produced nominal net
income.  During the next twelve months we plan to establish
additional sources of supply.  We intend to further develop
Intac's network of wholesalers, agents, retailers and other
distributors worldwide, particularly in China.  We also intend to
establish a distribution center in Beijing, China, and to recruit
additional sales personnel to expand our global reach.  Within
the next six months we intend to seek additional financing
through the issuance of debt, equity, other securities or a
combination thereof.  In addition, we may seek to obtain a
working capital or other traditional loan facility from a bank or
other lending source.

The decision to acquire Intac is based upon several factors.  We
believe we can create a publicly-traded company that is a major
distributor of mobile communications equipment worldwide. We
believe that the combination of the Company and Intac could
enhance our ability to raise capital and broaden the base of
potential investors.  We believe that our current status under
the Securities Exchange Act of 1934, as amended, will provide us
with a certain level of credibility in the markets and the
industry generally.  We believe that our public company status
will prove useful in attracting additional qualified personnel,
including those motivated by stock options and similar stock-
based incentives.  We also believe that the inclusion of our
shares on the Over-The-Counter Bulletin Board (OTCBB) system will
result in our shares becoming more attractive to possible
acquisition candidates.  There can be assurances that the
acquisition of Intac will achieve the objectives of management in
the new plan of operations.

There are significant risk factors that must be taken into
account with regard to future operations of the Company and its
revised plan of operations.  We will be a small player in a very
competitive environment, competing with numerous well-
established, well-capitalized companies, including the
manufacturers, wholesale distributors and others.  Due to the
intense competition in our industry, companies generally operate
on very low gross margins.  We have an "efficient distribution"
business model that is premised upon our ability to acquire
inventory in bulk at competitive prices and very quickly resell
the products in other geographical markets.  The core business
model is a pure distribution business, and we do not offer any
additional services or product enhancements to accompany the sale
of our inventory.  Our future operating results will depend upon
our ability to continue to increase our sales.  We expect
operating expenses to increase significantly as we expand into
new markets, hire additional personnel and incur additional
personnel, legal, accounting and other costs associated with
operating as a publicly-owned company.  We will have to continue
to find new sources of inventory and our existing vendors may be
discouraged by manufacturers from selling to us.  In the
immediate future, our business will be comprised primarily of
buying excess inventory of wireless handsets from
telecommunications companies in Europe and reselling the products
in China and other regions of Asia-Pacific.  We do not have any
long-term agreements with our suppliers.  Due to the physical
movement of our product we could be subject to significant
import/export regulations which could have a detrimental effect
on the cost of our operations.



                              -12-


<PAGE>


We will need additional financing very quickly to grow our
business.  Our inventory purchases generally require full payment
for the products prior to delivery.  The ability to grow the
business and acquire additional inventory is dependent upon
increasing our working capital resources.  We intend to seek
additional working capital almost immediately. We have no
assurances that we will be able to increase our working capital.
We do not currently have any lending commitment from banks or
other third parties.  We have no assurance that additional
financing will be available on favorable terms, if at all.  If we
raise capital by issuing equity or convertible debt securities,
the percentage ownership of our stockholders will be reduced. Any
new securities might have rights, preferences or privileges
senior to those of our common shareholders.


Results of Operations for Nine Months ending August 31, 2001
------------------------------------------------------------

We did not earn any revenues during the nine months ending August
31, 2001.  As of October 1, 2001, the date we decided to
terminate the option agreement to acquire the mineral claim and
to cease our mineral exploration stage activity, we had not
earned any revenues.

We incurred operating expenses in the amount of $57,173 for the
nine months ending August 31, 2001.  We incurred professional
fees in the amount of $48,171 during the nine months ending
August 31, 2001.  These professional fees were primarily
attributable to our filing a registration statement under the
Securities Act of 1933 and our becoming a reporting company under
the Securities Exchange Act of 1934.  We also paid an amount of
$6,750 to W.F.C. Management Corporation, a company controlled by
Mr. Grayson Hand, our president and a director, in respect of the
services of Mr. Hand and administrative office services provided
by W.F.C. Management Corporation.  We incurred mineral property
exploration expenditures of $1,054 during the period ended August
31, 2001.

We incurred a loss of $57,173 for the nine months ending August
31, 2001.


                              -13-

<PAGE>

Liquidity And Capital Resources
-------------------------------

We had cash of $19,948 as of August 31, 2001 and had working
capital of $14,731 as of August 31, 2001.

We had advanced $7,500 toward the first phase of our original
planned exploration.  Of this amount, $3,750 was advanced during
the nine months ended August 31, 2001.  The total amount advanced
is equal to the estimated cost of the first phase of the
exploration program.  As a result of the change in our plan of
operations, this $7,500 total advance will be expensed during the
final three months of the year ending November 30, 2001, as will
the initial option payment of $2,500 originally made in November,
2000.

Based upon the change in our plan of operation, we will need
additional capital funding in the immediate future. Within the
next six months we intend to seek additional financing through
the issuance of debt, equity, other securities or a combination
thereof.  In addition, we may seek to obtain a working capital or
other traditional loan facility from a bank or other lending
source.  We do not have any assurance that there will be a market
for additional sales of our common stock. We do not currently
have any lending commitment from banks or other third parties.
We have no assurance that additional financing will be available
on favorable terms, if at all.









                              -14-


<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 REQUIRED BY ITEM 601 OF REGULATION S-B

          None

REPORTS ON FORM 8-K

          None








                              -15-


<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.

                                   COMMODORE MINERALS, INC.

Date:     October 15, 2001

                                   By:   /s/  JAMES B. STEPHENS
                                       --------------------------
                                       James B. Stephens
                                       Vice President-Finance
                                       (acting principal
                                       financial officer and
                                       principal accounting
                                       officer)