<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-QSB
(Mark One)

     |X|             QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended June 30, 2001

     |_|            TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the transition period from              to
                                                   ------------    -------------
                        Commission file Number 000-22731

                                MINERA ANDES INC.
        (Exact name of small business issuer as specified in its charter)

                                 ALBERTA, CANADA
         (State or other jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

                    3303 N. SULLIVAN ROAD, SPOKANE, WA 99216
                    (Address of principal executive offices)

                                 (509) 921-7322
                           (Issuer's telephone number)

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 |_|

Shares outstanding as of July 31, 2001: 30,046,030 shares of common stock, with
no par value

Transitional Small Business Disclosure Format (Check One):  Yes |_|     No |X|
================================================================================


<PAGE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

         Item 1   Consolidated Financial Statements ....................     3

         Item 2   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations ........     9


PART II - OTHER INFORMATION

         Item 4   Submission of Matters to a Vote of Security Holders ..    12

         Item 6   Exhibits and Reports on Form 8-K .....................    12


SIGNATURES .............................................................    13



                                       2

<PAGE>



                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                           CONSOLIDATED BALANCE SHEETS
                            (U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>

                                                                   June 30,             December 31,
                                                                     2001                   2000
                                                                 ---------------      ----------------
<S>                                                                    <C>                 <C>
                                     ASSETS
Current:

          Cash and cash equivalents                                 $    41,978            $   101,818
          Receivables and prepaid expenses                               56,563                 32,439
                                                                 ---------------      ----------------

                Total current assets                                     98,541                134,257

Mineral properties and deferred exploration costs                     3,738,147              3,859,297
Capital assets, net                                                      21,085                 41,063
                                                                 ---------------      ----------------
                Total assets                                        $ 3,857,773            $ 4,034,617
                                                                 ===============      ================


                                   LIABILITIES

Current:

          Accounts payable and accruals                             $    31,255            $    48,512
          Due to related parties                                        101,295                 50,307
                                                                 ---------------      ----------------
                Total current liabilities                               132,550                 98,819
                                                                 ---------------      ----------------

                              SHAREHOLDERS' EQUITY

Share capital                                                        18,197,422             18,189,864
Accumulated deficit                                                 (14,472,199)           (14,254,066)
                                                                 ---------------      ----------------
                Total shareholders' equity                            3,725,223              3,935,798
                                                                 ---------------      ----------------
                Total liabilities and shareholders' equity          $ 3,857,773            $ 4,034,617
                                                                 ===============      ================
</TABLE>



        The accompanying notes are an integral part of these consolidated
        financial statements.



                                       3

<PAGE>






                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
          CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                            (U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>

                                                                                                               Period from
                                                    Three Months Ended               Six Months Ended          July 1, 1994
                                                    ------------------               ----------------         (commencement)
                                                 June 30,        June 30,       June 30,         June 30,        through
                                                   2001            2000           2001             2000        June 30, 2001
                                                ------------   -------------  -------------    -------------    -------------
<S>                                              <C>             <C>            <C>              <C>             <C>
Administration fees                               $   6,298       $   5,788      $  12,154        $  12,668       $ 217,166
Audit and accounting                                  4,452           7,910         32,238           34,700         320,460
Consulting fees                                       8,520          28,060         17,239           56,058         893,789
Depreciation                                          1,070             985          2,139            1,971          56,196
Equipment rental                                          0           1,518              0            3,035          21,522
Foreign exchange (gain) loss                           (402)          6,242            147            2,172         406,562
Insurance                                             6,300          16,613         12,600           33,226         222,314
Legal                                                14,935          34,447         38,009           64,781         612,195
Maintenance                                               0               0              0                0             892
Materials and supplies                                    0              31              0               31          45,512
Office overhead                                      27,596          33,762         42,653           58,167       1,345,242
Telephone                                             5,354           8,926          9,870           22,707         348,268
Transfer agent                                        1,781           2,859          3,354            8,900          90,317
Travel                                                  382             460          3,511            8,581         311,102
Wages and benefits                                   39,587          33,133         76,416           72,735       1,121,308
Write-off of deferred costs                               0               0              0                0       8,118,123
                                                ------------   -------------   ------------     ------------    -----------
Total expenses                                      115,873         180,734        250,330          379,732      14,130,968
Gain on sale of capital assets                      (11,812)              0        (31,920)               0         (66,924)
Interest income                                         (28)         (6,977)          (277)         (15,612)       (452,074)
                                                ------------   -------------   ------------     ------------    -----------
Net loss for the period                             104,033         173,757        218,133          364,120      13,611,970
Accumulated deficit, beginning of the period     14,368,166      13,293,784     14,254,066       12,999,237               0
Share issue costs                                         0               0              0          104,184         843,014
Deficiency on acquisition of subsidiary                   0               0              0                0          17,215
                                                ------------   -------------   ------------     ------------    -----------
Accumulated deficit, end of the period          $14,472,199     $13,467,541    $14,472,199      $13,467,541     $14,472,199
                                                ============   =============  =============    =============   =============
Basic and diluted net loss per common share      $     0.01     $      0.01    $      0.01      $      0.01
                                                ============   =============  =============    =============
Weighted average shares outstanding              30,046,030      30,000,030     30,031,798       28,962,687
                                                ============   =============  =============    =============

</TABLE>

        The accompanying notes are an integral part of these consolidated
        financial statements.



                                       4

<PAGE>

                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                  CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES
                         AND DEFERRED EXPLORATION COSTS
                            (U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>
                                                                                                                     Period from
                                                   Three Months Ended                 Six Months Ended               July 1, 1994
                                                  --------------------            ---------------------------      (commencement)
                                               June 30,           June 30,          June 30,         June 30,          through
                                                2001                2000              2001             2000         June 30, 2001
                                             ----------         ------------      ------------      ----------      -------------
<S>                                        <C>                  <C>               <C>                <C>              <C>
Administration fees                            $  3,937            $  4,840         $  8,534         $  8,938         $ 351,557
Assays and analytical                                 0              21,293                0           51,306           938,822
Construction and trenching                            0                   0                0                0           507,957
Consulting fees                                   2,141              14,883           12,526           29,946           905,400
Depreciation                                      1,840               4,681            4,779            9,361           166,220
Drilling                                              0              53,440                0          198,448           928,833
Equipment rental                                      0                 696                0              696           244,068
Geology                                               0              38,505            1,628           95,007         2,902,743
Geophysics                                            0                   0                0                0           309,902
Insurance                                         2,635               5,503            5,270           11,005           234,378
Legal                                               194               2,649           28,620            3,212           648,405
Maintenance                                         741               1,705            1,502            6,387           158,314
Materials and supplies                            1,175               1,860            1,404           22,512           432,728
Project overhead                                    434               1,304            1,868            5,031           293,844
Property and mineral rights                           0                 724            2,364           12,889         1,280,589
Telephone                                            20               3,116              292            7,184            81,374
Travel                                            2,162              20,025            4,559           57,539         1,001,669
Wages and benefits                               24,858              32,268           55,504           59,538           893,328
                                           -------------       --------------     ------------     -----------      -----------
Costs incurred during the period                 40,137             207,492          128,850          578,999        12,280,131
Deferred costs, beginning of the period       3,698,010           3,994,409        3,859,297        3,622,902                 0
Deferred costs acquired                               0                   0                0                0           576,139
Deferred costs written off                            0                   0                0                0        (8,118,123)
Mineral property option proceeds                      0                   0         (250,000)               0        (1,000,000)
                                           -------------       --------------     ------------     -----------      -----------
Deferred costs, end of the period            $3,738,147          $4,201,901       $3,738,147       $4,201,901        $3,738,147
                                           =============       =============      ===========      ===========      ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
        financial statements.


                                       5

<PAGE>


                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (U.S. Dollars-Unaudited)
<TABLE>
<CAPTION>




                                                                                                                      Period from
                                                              Three Months Ended             Six Months Ended        July 1, 1994
                                                          --------------------------     ------------------------    (commencement)
                                                           June 30,       June 30,       June 30,        June 30,       through
                                                             2001           2000           2001            2000       June 30, 2001
                                                          ----------     ----------      ----------      ---------   --------------
<S>                                                      <C>             <C>            <C>           <C>         <C>
Operating Activities
     Net loss for the period                               $ (104,033)     $ (173,757)    $ (218,133)   $ (364,120)  $ (13,611,970)
     Adjustments to reconcile net loss to net cash used
     in operating activities:
              Write-off of incorporation costs                      0               0              0             0             665
              Write-off of deferred costs                           0               0              0             0       8,118,123
              Depreciation                                      1,070             985          2,139         1,971          56,196
              Gain on sale of capital assets                  (11,812)              0        (31,920)            0         (66,924)
              Change in:
                Receivables and prepaid expense                (6,225)        (13,135)       (24,124)      (14,045)        (54,577)
                Accounts payable and accruals                 (37,268)         (2,047)       (17,257)      (78,562)         12,054
                Due to related parties                         76,363          30,479         50,988        71,986         101,295
                                                           -----------     -----------   ------------   ----------      ----------
     Cash used in operating activities                        (81,905)       (157,475)      (238,307)     (382,770)     (5,445,138)
                                                           -----------     -----------   ------------   ----------      ----------
Investing Activities
     Incorporation costs                                            0               0              0             0            (665)
     Sale (purchases) of capital assets                        14,980               0         44,980             0        (176,577)
     Mineral properties and deferred exploration              (38,297)       (202,811)      (124,071)     (569,638)    (12,113,911)
     Acquisition of subsidiaries                                    0               0              0             0            (602)
     Mineral property option proceeds                               0               0        250,000             0       1,000,000
                                                           -----------     -----------   ------------   ----------      ----------
     Cash provided by (used in) investing activities          (23,317)       (202,811)       170,909      (569,638)    (11,291,755)
                                                           -----------     -----------   ------------   ----------      ----------

Financing Activities
     Shares issued for cash, less issue costs                       0               0          7,558       962,899      16,778,871
                                                           -----------     -----------   ------------   ----------      ----------
     Cash provided by financing activities                          0               0          7,558       962,899      16,778,871
                                                           -----------     -----------   ------------   ----------      ----------
Increase (decrease) in cash and cash equivalents             (105,222)       (360,286)       (59,840)       10,491          41,978
Cash and cash equivalents, beginning of the period            147,200         854,248        101,818       483,471               0
                                                           -----------     -----------   ------------   ----------      ----------
Cash and cash equivalents, end of the period                 $ 41,978        $493,962       $ 41,978      $493,962      $   41,978
                                                           ===========     ===========   ============   ==========      ==========
</TABLE>

        The accompanying notes are an integral part of these consolidated
        financial statements.




                                       6

<PAGE>

                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (U.S. Dollars-Unaudited)

         1.  Accounting Policies

         The accompanying consolidated financial statements of Minera Andes Inc.
         (the "Corporation") for the three month and six month periods ended
         June 30, 2001 and 2000 and for the period from commencement (July 1,
         1994) through June 30, 2001 have been prepared in accordance with
         accounting principles generally accepted in Canada which differ in
         certain respects from principles and practices generally accepted in
         the United States, as described in Note 2. Also, they are unaudited
         but, in the opinion of management, include all adjustments, consisting
         only of normal recurring items, necessary for a fair presentation.
         Interim results are not necessarily indicative of results which may be
         achieved in the future. The December 31, 2000 financial information has
         been derived from the Corporation's audited consolidated financial
         statements.

         These consolidated financial statements should be read in conjunction
         with the audited consolidated financial statements and notes thereto
         for the year ended December 31, 2000. The accounting policies set forth
         in the audited annual consolidated financial statements are the same as
         the accounting policies utilized in the preparation of these
         consolidated financial statements, except as modified for appropriate
         interim presentation.

         The recoverability of amounts shown as mineral properties and deferred
         exploration costs is dependent upon the existence of economically
         recoverable reserves, the ability of the Corporation to obtain
         necessary financing to complete their development, and future
         profitable production or disposition thereof. The accompanying
         consolidated financial statements have been prepared using accounting
         principles generally accepted in Canada applicable to a going concern.
         The use of such principles may not be appropriate because, as of June
         30, 2001, there was significant doubt that the Corporation would be
         able to continue as a going concern.

         For the six months ended June 30, 2001, the Corporation had a loss of
         approximately $218,000 and an accumulated deficit of approximately
         $14.5 million. In addition, due to the nature of the mining business,
         the acquisition, exploration and development of mineral properties
         requires significant expenditures prior to the commencement of
         production. To date, the Corporation has financed its activities
         through the sale of equity securities and joint venture arrangements.
         The Corporation expects to use similar financing techniques in the
         future and is actively pursuing such additional sources of financing.

         Although there is no assurance that the Corporation will be successful
         in these actions, management believes that they will be able to secure
         the necessary financing to enable it to continue as a going concern.
         Accordingly, these financial statements do not reflect adjustments to
         the carrying value of assets and liabilities, the reported revenues and
         expenses and balance sheet classifications used that would be necessary
         if the going concern assumption were not appropriate. Such adjustments
         could be material.

         2.   Differences Between Canadian and United States Generally Accepted
         Accounting Principles

         Differences between Canadian and U.S. generally accepted accounting
         principles ("GAAP") as they pertain to the Corporation relate to
         accounting for share issue costs, loss per share, non-cash issuance of
         common shares, the acquisition of Scotia Prime Minerals, Incorporated,
         compensation expense associated with the release of shares from escrow,
         mineral properties and deferred exploration costs and stock-based
         compensation and are described in Note 13 to the Corporation's
         consolidated financial statements for the year ended December 31, 2000.



                                       7

<PAGE>


                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
                            (U.S. Dollars-Unaudited)

The impact of the above on the interim consolidated financial statements is as
follows:
<TABLE>
<CAPTION>

                                                        June 30, 2001           Dec. 31, 2000
                                                        -------------          --------------
<S>                                                        <C>                   <C>
         Accumulated deficit, end of period,
         per Canadian GAAP                                $14,472,199             $14,254,066
         Adjustment for acquisition of Scotia                 248,590                 248,590
         Adjustment for compensation expense                6,324,914               6,324,914
         Adjustment for share issue costs                    (843,014)               (843,014)
         Adjustment for deferred exploration costs          3,584,995               3,708,509
                                                        --------------        ---------------
         Accumulated deficit, end of period,
         per U.S. GAAP                                    $23,787,684             $23,693,065
                                                        ==============        ================


                                                        June 30, 2001           Dec. 31, 2000
                                                        -------------          --------------

         Share capital, per Canadian GAAP                 $18,197,422             $18,189,864
         Adjustment for acquisition of Scotia                 248,590                 248,590
         Adjustment for compensation expense                6,324,914               6,324,914
         Adjustment for share issue costs                    (843,014)               (843,014)
                                                        --------------        ---------------
         Share capital, per U.S. GAAP                     $23,927,912             $23,920,354
                                                        ==============        ================

</TABLE>

<TABLE>
<CAPTION>
                                                                                                         Period from
                                          Three Months Ended               Six Months Ended             July 1, 1994
                                       -------------------------      --------------------------       (commencement)
                                        June 30,       June 30,        June 30,        June 30,            through
                                          2001           2000            2001            2000          June 30, 2001
                                       ---------      ----------      -----------     ----------     -----------------
<S>                                      <C>            <C>             <C>              <C>           <C>
         Net loss for the period,
         per Canadian GAAP                $104,033       $173,757        $218,133        $364,120        $13,611,970

         Adjustment for acquisition
         of Scotia                               0              0               0               0            248,590

         Adjustment for compensation
         expense                                 0              0               0               0          6,324,914

         Adjustment for deferred
         exploration costs                  40,137        206,768         126,486         566,110          3,584,995
                                      -------------   ------------   ------------    -------------      -------------

         Loss for period, per U.S.
         GAAP                             $144,170       $380,525        $344,619        $930,230        $23,770,469
                                      =============  =============   =============   =============      =============

         Loss per common share, per
         U.S. GAAP                        $   0.01       $   0.01        $   0.01        $   0.03
                                      =============  =============   =============   =============

</TABLE>


                                       8

<PAGE>




                                MINERA ANDES INC.
                       "An Exploration Stage Corporation"
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
                            (U.S. Dollars-Unaudited)

3.   Changes to Share Capital

At January 31, 2001, warrants to acquire 9,200,000 Common Shares at an exercise
price of Cdn$0.35 per share expired without being exercised.

During the quarter ended March 31, 2001, the Corporation issued 46,000 shares
for the exercise of stock options and received proceeds of Cdn$11,500
(US$7,558).

4.   Basic and Diluted Loss Per Common Share

Basic earnings per share (EPS) is calculated by dividing loss applicable to
common shareholders by the weighted-average number of common shares outstanding
for the year. Diluted EPS reflects the potential dilution that could occur if
potentially dilutive securities were exercised or converted to common stock. Due
to the losses in 2001 and 2000, potentially dilutive securities were excluded
from the calculation of diluted EPS, as they were anti-dilutive. Therefore,
there was no difference in the calculation of basic and diluted EPS in 2001 and
2000.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Note Regarding Forward-Looking Statements
-----------------------------------------

The information in this report includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 ("1934 Act"), and is subject to the safe harbor
created by those sections. Factors that could cause results to differ materially
from those projected include, but are not limited to, results of current
exploration activities, the market price of precious and base metals, the
availability of joint venture partners or sources of financing, and other risk
factors detailed in the Corporation's Securities and Exchange Commission
filings.

Overview
--------

The principal business of the Corporation is the exploration and development of
mineral properties, located primarily in the Republic of Argentina, consisting
of mineral rights and applications for mineral rights, covering
approximately 163,000 hectares in three provinces in Argentina. The Corporation
carries out its business by acquiring, exploring and evaluating mineral
properties through its ongoing exploration program. Following exploration, the
Corporation either seeks to enter joint ventures to further develop these
properties or disposes of them if the properties do not meet the Corporation's
requirements. The Corporation's properties are all early stage exploration
properties and no proven or probable reserves have been identified.

Plan of Operations
------------------

The Corporation has negative working capital of approximately $(34,000).
However, the funds to be received from the joint ventures on the El Pluma/Cerro
Saavedra and Chubut properties, as estimated by management,



                                       9

<PAGE>

are expected to be sufficient to cover its budgeted expenditures for mineral
property and exploration activities on its properties in Argentina, and general
and administrative expenses through the end of 2001.

On March 15, 2001, Minera Andes Inc. signed an option and joint venture
agreement with Mauricio Hochschild & Cia. Ltda. (Hochschild), Lima, Peru, for
the exploration and possible development of Minera Andes' 217,000-acre (88,000
hectares) epithermal gold-silver exploration land package in southern Argentina.
The land package, known as El Pluma/Cerro Saavedra, includes Huevos Verdes, a
high-grade gold/silver vein system target, and Minera Andes' most advanced
exploration prospect. The signing allows Hochschild to immediately begin
exploration work on El Pluma/Cerro Saavedra, and required an initial payment to
Minera Andes of US$200,000 (received on March 19, 2001, with the next payment
expected in August 2001) as part of a total annual payment of US$400,000.

Under the agreement, Hochschild can earn a 51 percent ownership in El
Pluma/Cerro Saavedra by spending a total of US$3 million in three years, and a
minimum of US$100,000 per year on exploration targets within El Pluma/Cerro
Saavedra other than Huevos Verdes, the most advanced prospect. In addition,
Hochschild will make semi-annual payments totaling US$400,000 per year until
pilot plant production is achieved.

The agreement also outlines a business plan for possible mining production based
on the positive exploration results achieved to date by Minera Andes at Huevos
Verdes.

Once Hochschild vests at 51 percent ownership, Minera Andes will have the option
of participating in the development of a pilot production plant that would
process a minimum of 50 tons per day (tpd). Minera Andes may participate on
either a pro-rata basis, or by choosing to retain a 35 percent "carried"
ownership interest. Upon the successful completion and operation of the 50 tpd
plant, Minera Andes would have the option of participating on a pro-rata basis,
or choosing a 15 percent interest in return to being "carried" to first
production of 500 tpd.

The Corporation has budgeted and plans to spend approximately $0.3 million on
its mineral property and exploration activities and general and administrative
expenses for the balance of the year ending December 31, 2001, with most
properties being kept on care and maintenance. Because the Corporation's
existing funds will only be sufficient to finance these activities through the
end of 2001, the Corporation will need to raise additional funding during the
next six months in order to continue its operations over the longer term. If
additional funds are raised during 2001, through the exercise of warrants or
options, through a further equity financing, by the sale of property interests
or by joint venture financing, additional exploration could be planned and
carried out on the Corporation's properties. If the Corporation were to develop
a property or a group of properties beyond the exploration stage, substantial
additional financing would be necessary. Such financing would likely be in the
form of equity, debt, or a combination of equity and debt. The Corporation is
working on various plans to obtain such financing but there is no assurance that
such financing will be available to the Corporation on favorable terms.

Results of Operations
---------------------

Second quarter 2001 compared with second quarter 2000

The Corporation had a net loss of $104,000 ($0.01 per share) for the second
quarter of 2001, compared with a net loss of $174,000 ($0.01 per shares) for the
second quarter of 2000, as the Corporation continued to cut costs wherever
possible. Total mineral property and deferred exploration costs were $40,000
during the second quarter of 2001, compared with $207,000 spent in the second
quarter of 2000. The Corporation is



                                       10

<PAGE>


maintaining its staff in Argentina at minimum levels, while during the second
quarter, Hochschild commenced exploration expenditures on the El Pluma/Cerro
Saavedra property, in accordance with the joint venture agreement.

Six months ended June 30, 2001 compared with the six months ended June 30, 2000

The Corporation had a net loss of $218,000 for the six months ended June 30,
2001, compared with a net loss of $364,000 for the comparable period in 2000.
Total mineral property and deferred exploration costs for the six months were
$129,000 (before mineral property option proceeds) in 2001 and $579,000 in the
comparable period of 2000. Expenditures in both years were focused on the El
Pluma/Cerro Saavedra property. Deferred expenditures related to mineral
properties and exploration were $3,738,000 at June 30, 2001, compared with
$4,202,000 at June 30, 2000.

Liquidity and Capital Resources
-------------------------------

Due to the nature of the mining industry, the acquisition, exploration and
development of mineral properties requires significant expenditures prior to the
commencement of production. To date, the Corporation has financed its activities
through the sale of equity securities and joint venture arrangements. The
Corporation expects to use similar financing techniques in the future. However,
there can be no assurance that the Corporation will be successful with such
financings. See "Plan of Operations".

At June 30, 2001, the Corporation had cash and cash equivalents of $42,000,
compared to $494,000 at June 30, 2000. Working capital at June 30, 2001 was
negative by $(34,000). The Corporation's operating activities showed some
savings and used $238,000 for the first six months of 2001, compared with
$383,000 in 2000. Investing activities provided $171,000 in the 2001 period
compared with $570,000 used in 2000.

The receipt of $250,000 in mineral property option proceeds in the first six
months of 2001 provided this contribution. The focus in both periods in 2001 and
2000 was on the El Pluma/Cerro Saavedra property, although the Corporation's
expenditures are reduced this year as a result of the Hochschild joint venture
on the property. Cash and cash equivalents decreased by $60,000 in the first six
months of 2001, compared to an increase of $10,000 in the same period in 2000.

The recoverability of amounts shown as mineral properties and deferred
exploration costs is dependent upon the existence of economically recoverable
reserves, the ability of the Corporation to obtain necessary financing to
complete their development, and future profitable production or disposition
thereof. The accompanying consolidated financial statements have been prepared
using accounting principles generally accepted in Canada applicable to a going
concern. The use of such principles may not be appropriate because, as of June
30, 2001, there was significant doubt that the Corporation would be able to
continue as a going concern.

For the six months ended June 30, 2001, the Corporation had a loss of
approximately $218,000 and an accumulated deficit of approximately $14,472,000.
In addition, due to the nature of the mining business, the acquisition,
exploration and development of mineral properties requires significant
expenditures prior to the commencement of production. To date, the Corporation
has financed its activities through the sale of equity securities and joint
venture arrangements. The Corporation expects to use similar financing
techniques in the future and is actively pursuing such additional sources of
financing.

Although there is no assurance that the Corporation will be successful in these
actions, management believes that they will be able to secure the necessary
financing to enable it to continue as a going concern. Accordingly, these
financial statements do not reflect adjustments to the carrying value of assets
and liabilities, the reported revenues and expenses and balance sheet
classifications used that would be necessary if the going concern assumption
were not appropriate. Such adjustments could be material.



                                       11

<PAGE>


                           PART II - OTHER INFORMATION

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

             a.    The Corporation held its annual general and special meeting
                   of shareholders in Calgary,  Alberta on June 8, 2001.

             b.    The  following  directors  were elected at the meeting:
                   Allen V.  Ambrose,  John  Johnson  Crabb,  A.D. Drummond,
                   Armand Hansen, Bonnie L. Kuhn and Allan J. Marter.

             c.    The following matters were voted on at the meeting:
<TABLE>
<CAPTION>
<S>                <C>                                                   <C>            <C>          <C>         <C>
                    -------------------------------------------------------------------------------------------------------------
                                                                                                                  Abstentions/
                                                                                                                     Broker
                                       Matters                                 For        Against     Withheld       Non-Votes
                    ---------------------------------------------------- --------------------------------------------------------
                    Ordinary resolution setting the number of               14,829,832      72,050                         5,100
                    directors at six (6):
                    ---------------------------------------------------- --------------------------------------------------------
                    Election of directors for the ensuing year to be
                    Allen V. Ambrose, Armand Hansen, Bonnie L. Kuhn,
                    John Johnson Crabb, A.D. Drummond, and Allan J.         14,835,582                   71,400
                    Marter
                    ---------------------------------------------------- --------------------------------------------------------
                    Appointment of PricewaterhouseCoopers LLP as
                    auditor for the ensuing year at a remuneration to
                    be fixed by the directors:                              14,842,582                   24,900           39,500
                    ---------------------------------------------------- --------------------------------------------------------
</TABLE>

Item 6.    Exhibits and Reports on Form 8-K

           a.     Exhibits: None

           b.     Reports on Form 8-K:  None


                                       12

<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.

                                          MINERA ANDES INC.

<TABLE>
<CAPTION>
<S>                                      <C>
Date: August 13, 2001                     By: /s/ Allen V. Ambrose
      --------------------------------           -----------------
                                                  Allen V. Ambrose
                                                  President


Date: August 13, 2001                     By: /s/ Bonnie L. Kuhn
      --------------------------------            ----------------
                                                  Bonnie L. Kuhn
                                                  Chief Financial Officer and Secretary


</TABLE>

                                       13