SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
                                 Amendment No. 1

(Mark  One)

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

     FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30,  2001

[   ]     Transition  report  under  Section  13  or  15(d)  of the Exchange Act

     For  the  transition  period  from  __________  to  __________

Commission  file  number  0-29489

                                MALACOLOGY, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                             NEVADA               33-0850627
                (State or Other Jurisdiction of     (IRS Employer
             Incorporation or Organization)     identification No.)

                       610 Newport Center Drive, Suite 800
                             Newport Beach, CA 92660
                    (Address of Principal Executive Offices)

                                 (949) 719-1977
                (Issuer's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Y ear,
                          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  _____
           -----

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date: As of October 22, 2001 there
were  outstanding  1,000,000  shares  of  common stock, par value $0.001, and no
shares  of  preferred  stock.

<PAGE>
                                MALACOLOGY, INC.

                                      INDEX
                                                                            Page
                                                                            ----

Part  I          Financial  Information

Item  1.     Financial  Statements

          Balance sheets as of September 30, 2001
          (unaudited) and December 31, 2000                                   3

          Statements of operations for the three months and nine months
          ended September 30, 2001 and 2000 and the period from Inception,
          April 9, 1998 through September 30, 2001 (unaudited)                4

          Statements of cash flows for the nine months ended
          September 30, 2001 and 2000 and the period from Inception,
          April 9, 1998 through September 30, 2001 (unaudited)                5

          Notes  to  financial  statements                                    6

Item  2.     Management's Discussion and Analysis or Plan of Operation        7

Part  II          Other  Information

Item  1.     Legal  Proceedings                                              10

Item  2.     Changes  in  Securities                                         10

Item  3.     Defaults  Upon  Senior  Securities                              10

Item  4.     Submission of Matters to a Vote of Security Holders             10

Item  5.     Other  Information                                              10

Item  6.     Exhibits  and  Reports  on  Form  8-K                           10


<PAGE>
                         PART I - FINANCIAL INFORMATION

Item  1.     Financial  Statements

                                MALACOLOGY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>



<S>                                               <C>                   <C>
                                                  September 30, 2001    December 31, 2000
                                                           (unaudited)
                                                  --------------------  -------------------

ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . .  $                --   $               --
                                                  --------------------  -------------------
Total assets . . . . . . . . . . . . . . . . . .  $                --   $               --
                                                  ===================   ===================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Payable to related party . . . . . . . . . . . .  $             6,417   $            4,125
                                                  --------------------  -------------------
    Total liabilities. . . . . . . . . . . . . .  $             6,417   $            4,125
                                                  --------------------  -------------------


Stockholders' equity (deficit):
  Preferred stock:
    $0.001 par value; 2,000,000 shares
    authorized; no shares issued and
    outstanding. . . . . . . . . . . . . . . . .  $                --   $               --
  Common stock, $0.001 par value,
    20,000,000 shares authorized;
    1,000,000 shares issued and
    outstanding on Sept 30, 2001
    and December 31, 2000. . . . . . . . . . . .  $             1,000   $            1,000
  Deficit accumulated during the
    development stage. . . . . . . . . . . . . .  $            (7,417)  $           (5,125)
                                                  --------------------  -------------------

  Total stockholders' equity (deficit) . . . . .  $            (6,417)  $           (4,125)
                                                  --------------------  -------------------

            Total liabilities and stockholders'
                    equity (deficit) . . . . . .  $                --   $               --
                                                  ====================  ===================
</TABLE>


                 See Accompanying Notes to Financial Statements

<PAGE>

                                MALACOLOGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



<S>                         <C>              <C>             <C>         <C>         <C>
                                                                                     Period from
                                                                                      Inception,
                                                                                  April 9, 1998,
    3 months ended . . . .   9 months ended  through
--------------------------  ---------------
        Sept 30, . . . . .  Sept 30,         Sept 30,
    Sept 30, 2001. . . . .             2000  Sept 30, 2001         2000        2001
--------------------------  ---------------                  ----------
General and Administrative
Expenses . . . . . . . . .  $           367  $            -  $    2,292  $        -       7,417
                            ---------------  --------------  ----------  ----------  -----------

Net loss . . . . . . . . .  $           367  $            -  $    2,292  $        -       7,417
Basic and Diluted
Net Loss Per Share . . . .  $             -  $            -  $        -  $        -  $     (.01)
                            ===============  ==============  ==========  ==========  ===========
Weighted Average Common
Shares Outstanding . . . .        1,000,000       1,000,000   1,000,000   1,000,000   1,000,000
                            ===============  ==============  ==========  ==========  ===========
</TABLE>



                 See Accompanying Notes to Financial Statements

<PAGE>

                                MALACOLOGY, INC.

                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>



<S>                                      <C>                  <C>                        <C>
                                                                                     Period from
                                                                                     Inception April
                                         Nine months ended     Nine Months ended     9, 1998, through
                                           Sept 30, 2001        Sept 30, 2000        Sept 30, 2001
                                         -------------------  -----------------      ----------------

Cash flows from operating activities:

  Net loss. . . . . . . . . . . . . . .  $           (2,292)  $              --      $        (7,417)

  Issuance of Common
  Stock for Services. . . . . . . . . .  $               --   $              --      $         1,000

  Increase in payable to related party.  $            2,292   $              --      $         6,417

  Net cash used in operating activities  $               --   $               -      $             -
                                         -------------------  -----------------      ----------------

Net increase (decrease) in cash . . . .  $               --   $               -      $             -
                                         -------------------  -----------------      ----------------
Cash, beginning of period . . . . . . .  $               --   $               -      $             -
                                         -------------------  -----------------      ----------------

Cash, end of period . . . . . . . . . .  $               --   $               -      $             -
                                         ===================  =================      ================
</TABLE>



                 See Accompanying Notes to Financial Statements

<PAGE>

                                MALACOLOGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

Note  1          Summary  of  Significant  Accounting  Policies.

Malacology,  Inc. (the Company) is a developmental stage enterprise incorporated
on  April 9, 1998 under the laws of the State of Nevada.  The Company intends to
seek  acquisitions  or  other  business  endeavors.  The  Company  has  had  no
operations  to date and its activities have been limited to organization efforts
related  to obtaining initial financing.  The Company intends to purchase, merge
with  or acquire securities or assets held by target entities via an exchange of
the  targeted  company's securities or assets for the Company's cash, securities
and/or  assets.  The Company has not negotiated with or identified a prospective
acquisition  candidate  and has not targeted any particular business or industry
within  which  it  will  seek  acquisitions.  The  Company's  fiscal year end is
December  31.

The accompanying unaudited financial statements have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
for  interim  financial  information  and  the  instructions  to  Form  10-QSB.
Accordingly,  they  do not include all the information and footnotes required by
accounting  principles  generally  accepted  in the United States of America for
complete  financial  statements.  In  the  opinion  of  management,  the interim
financial  statements  include  all  adjustments considered necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows  for the three and nine months ended September 30, 2001.  These statements
are not necessarily indicative of the results to be expected for the full fiscal
year.  These  statements  should  be  read  in  conjunction  with  the financial
statements  and notes thereto included in the Company's Form 10-KSB for the year
ended  December  31,  2000 as filed with the Securities and Exchange Commission.

Management  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

<PAGE>

Going  Concern  and  Management's  Plans

The  Company  has  not  commenced  significant  operations  and  has  no  liquid
resources.  Further, the development of operations and the acquisition of liquid
resources  are contingent solely on the Company's ability to complete a business
combination  transaction.  Such  matters  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going concern.  Management's plans with
respect  to these conditions are to search for additional sources of capital, or
new  operating  opportunities  through business combinations or mergers.  In the
interim,  the  Company will require minimal overhead, and key administrative and
management  functions  will  be  provided  by  stockholders.  Accordingly,  the
accompanying  financial statements have been presented under the assumption that
the  Company  will  continue  as  a  going  concern.

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

The following discussion of the financial condition and results of operations of
the  Company should be read in conjunction with the Financial Statements and the
related  Notes  thereto  included  elsewhere  in  this  Quarterly Report on Form
10-QSB.  This  Quarterly  Report  on  Form  10-QSB  contains  forward-looking
statements  which involve risks and uncertainties.  The Company's actual results
may  differ  significantly  from  the  results  discussed in the forward-looking
statements.

The  Company's  activities  since  inception have been limited to organizational
matters,  and  the  Company  has not engaged in any operating activity since its
inception.

The  Company  has  registered  its  common  stock  on  a Form 10-SB registration
statement  filed  pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")  and  Rule  12(g)  thereof.  The  Company  files  with  the Securities and
Exchange  Commission  periodic  reports  under  Rule  13(a) of the Exchange Act,
including  quarterly  reports  on Form 10-QSB and annual reports on Form 10-KSB.

The  Company  was  formed  to  engage  in  a  merger  with  or acquisition of an
unidentified  foreign  or  domestic  private  company  which desires to become a
reporting  ("public")  company whose securities are qualified for trading in the
United  States  secondary  market.  The Company meets the definition of a "blank
check"  company  contained  in Section 7(b)(3) of the Securities Act of 1933, as
amended.

Management  believes  that  there  are  perceived  benefits to being a reporting
company  with  a  class of publicly-traded securities which may be attractive to
foreign  and  domestic  private  companies.

<PAGE>

These benefits are commonly thought to include (1) the ability to use registered
securities to make acquisition of assets or businesses; (2) increased visibility
in  the  financial  community;  (3) the facilitation of borrowing from financial
institutions;  (4)  improved  trading efficiency; (5) shareholder liquidity; (6)
greater  ease in subsequently raising capital; (7) compensation of key employees
through  options  for  stock  for  which  there is a public market; (8) enhanced
corporate  image;  and,  (9)  a  presence  in  the United States capital market.

A  private  company  which  may be interested in a business combination with the
Company may include (1) a Company for which a primary purpose of becoming public
is  the use of its securities for the acquisition of assets or businesses; (2) a
company which is unable to find an underwriter of its securities or is unable to
find an underwriter of securities on terms acceptable to it; (3) a company which
wishes  to become public with less dilution of its common stock than would occur
normally upon an underwriting; (4) a company which believes that it will be able
to obtain investment capital on more favorable terms after it has become public;
(5) a foreign company which may wish for an initial entry into the United States
securities  market; (6) a special situation company, such as a company seeking a
public  market  to  satisfy  redemption  requirements under a qualified Employee
Stock  Option Plan; and, (7) a company seeking one or more of the other benefits
believed  to  attach  to  a  public  company.

The  Company  is  authorized  to  enter  into a definitive agreement with a wide
variety  of  private  businesses  without  limitation  as  to  their industry or
revenues.  It  is  not  possible  at  this  time  to  predict with which private
company, if any, the Company will enter into a definitive agreement or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or  other
characteristics  of  that  company.

As  of  the  date hereof, management has not made any final decision concerning,
and  has  not entered into any agreements for, a business combination.  When any
such  agreement  is reached or other material fact occurs, the Company will file
notice  of such agreement or fact with the Securities and Exchange Commission on
Form  8-K.  Persons  reading  this Form 10-QSB are advised to see if the Company
has  subsequently  filed  a  Form  8-K.

Each  of  the  current  shareholders  of  the  Company has agreed not to sell or
otherwise  transfer  any  of  their common stock of the Company until after such
time  as  the  Company  has  completed  a  business  combination  transaction.

As soon as the Company is eligible, it intends to apply to have its common stock
listed  or  admitted to quotation on the NASD OTC Bulletin Board or, if it meets
the  financial  and  other requirements thereof, on the Nasdaq Small Cap Market,
National  Market  System,  or  other  regional  or  national  exchange.

<PAGE>

Liquidity

The  Company  has  no  funds  available and does not anticipate having any funds
available  until  a  merger  transaction  is  consummated.  In the event that no
transaction is consummated, the Company will have a very limited amount of funds
with  which  to  operate  and  may  not  be  able  to  operate  in  the  future.



<PAGE>
                           PART II - OTHER INFORMATION

Item  1.     Legal  Proceedings

          There  are no legal proceedings against the Company and the Company is
unaware  of  any  proceedings  contemplated  against  it.

Item  2.     Changes  in  Securities

          None.

Item  3.     Defaults  Upon  Senior  Securities

          None.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.

     No  matters  were  submitted  to  the  security  holders  for  a  vote.

Item  5.     Other  Information

     There  is no other information deemed material by management for disclosure
herein.

Item  6.     Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

          None.

     (b)     Reports  on  Form  8-K

          None.



<PAGE>
                                   SIGNATURES

          In  accordance  with  the  requirements  of  the  Exchange  Act,  the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


                                   MALACOLOGY,  INC.


Dated:  October  29,  2001                            /s/  M.  Richard  Cutler
                                                   ---------------------------
                                                   By:     M.  Richard  Cutler
                                                   Its:    President