SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                          FORM 10-QSB

[x]     Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for Quarterly Period Ended March 31, 2001

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from _________  to________

    Commission File Number                         000-22965


                 Pinnacle Resources, Inc.
--------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


        Wyoming                                   84-1414869
- --------------------------------------------------------------------
(State or other jurisdiction    (I.R.S. Employer Identification Number)
of incorporation or organization

 9600 E. Arapahoe Road, Suite 260, Englewood, Colorado       80112
- -------------------------------------------------------------------
       (Address of principal executive offices, Zip Code)

                       303-705-8600
--------------------------------------------------------------------
         (Registrant's telephone number, including area code)


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
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  [ X ]      No [   ]

The number of outstanding shares of the registrant's common stock,
        March 31, 2001:  Common Stock  -  10,325,050











<PAGE>3
                             PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Item 1. Financial Statements

Condensed consolidated balance sheet, March 31, 2001 (unaudited)       3
Condensed consolidated statements of operations
    for the three and nine months ended March 31, 2001 and 2000,
    and from January 6, 1995 (inception) through March 31,
    2001 (unaudited)                                                   4
Condensed consolidated statements of cash flows for the
    nine months ended March 31, 2001 and 2000, and from
   January 6, 1995 (inception) through March 31, 2001
   (unaudited)                                                      5
Notes to condensed consolidated financial statements                   6



<PAGE>3

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Condensed Consolidated Balance Sheet
(Unaudited)

March 31, 2001

Assets
<TABLE>
<CAPTION>
Current assets:

<S>                                                                          <C>
Cash.                                                                   $    16,171

Receivables, other.                                                          29,233
                                                                          ----------
Total current assets                                                         45,404

Equipment, net                                                               65,653
Goodwill, net.                                                                    -
                                                                           ---------
                                                                       $    111,057
                                                                       ============
Liabilities and Shareholders' Deficit

Current liabilities:
Accounts payable, trade                                                $    457,993
Line of credit                                                               49,984
Notes payable                                                               100,000
Accrued interest payable                                                     15,980
Advances payable to shareholder and officer.                              1,639,166
                                                                       -------------
Total current liabilities                                                 2,263,123
                                                                       ------------
Minority interest                                                               352

Shareholders' deficit (Note D):

Preferred stock                                                                   -
Common stock                                                                    103
Outstanding stock options                                                    47,165
Additional paid in capital                                                2,337,095
Deficit accumulated during development stage                             (4,627,973)
Cumulative translation adjustment                                            91,192
                                                                         -----------
Total shareholders' deficit                                              (2,152,418)
                                                                          ----------
                                                                       $    111,057
                                                                       ============
</TABLE>

See accompanying noted to consolidated financial statements




<PAGE>4

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                                                       January 6, 1995
                                                                                       (inception)
                                     Three Months Ended         Nine Months Ended         through
                                         March 31,                 March 31,          March 31,
                                    2001           2000        2001          2000           2001
<S>                                 <C>             <C>         <C>           <C>           <C>
Operating expenses:
Prospecting costs.              $ 430,449     $  287,421     $ 492,279     $287,421     $   1,511,074
Stock-based compensation (Note D) 159,061              -     1,630,601           -          1,630,601
General and administrative         25,653          5,807       166,716       80,449           455,361
Legal and accounting fees          22,943            223        27,445       20,976           204,396
Travel                             21,796         10,745        26,523       31,525           193,975
Depreciation and amortization       4,340         25,926        65,162       60,494           161,506
Asset impairment charge (Note D)        -              -       337,535           -            337,535
Foreign currency transaction loss.      -              -            -            -             42,770
                                 --------        -------     ---------       ------        -----------
Total operating expenses          664,242        330,122     2,746,261       480,865        4,537,218
                                  -------        -------     ---------       -------       -----------
Operating loss                   (664,242)      (330,122)   (2,746,261)     (480,865)      (4,537,218)

Non-operating income (expense):
Write-down of notes receivable.        -              -              -            -           (86,293)
Interest income.                    1,462          2,543         4,430         5,500           57,401
Other income                            -              -         3,860            -             3,860
Interest expense                   (5,697)        (1,250)      (10,588)       (3,750)         (65,723)
                                  -------        --------    ---------       -------        ----------
Net loss before income taxes     (668,477)      (328,829)   (2,748,559)     (479,115)      (4,627,973)

Income taxes (Note C)                   -              -             -             -                -
                                 ---------       ---------   ----------      ---------      ----------
Net loss                       $  (668,477)    $(328,829)   $(2,748,559)   $ (479,115)  $  (4,627,973)
                               ===========     =========    ===========    ==========   =============
Basic and diluted loss per common share.
                               $     (0.07)    $   (0.06)   $     (0.31)   $    (0.09)
                               ===========     =========    ===========    ==========

Basic and diluted weighted average common shares outstanding
                                 10,263,275     5,845,000     8,730,050      5,428,890
                                 ==========     =========     =========      =========
</TABLE>
See accompanying notes to consolidated financial statements.




<PAGE>5

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                                                   January 6, 1995
                                                                                    (inception)
                                                             Nine Months Ended         through
                                                                 March 31,              March 31,
                                                           2001           2000            2001
<S>                                                        <C>              <C>            <C>
Net cash used in operating activities.                $(199,205)      $(393,469)      $(1,863,935)
                                                      ---------      ----------       -----------
Cash flows from investing activities:
Cash received for sale of options to purchase
  interest in subsidiary                                     -                 -           42,708
Purchase of equipment                                   (3,034)          (69,148)         (87,484)
Advances made to related parties as notes receivable         -                 -         (145,000)
Proceeds from related parties' notes receivable              -           100,000                -
Purchase of subsidiary,  cash received                       -             1,151            1,151
                                                     ---------          --------         --------
Net cash provided by (used in) investing activities     (3,034)           32,003         (188,625)
                                                     ---------          --------       ----------
Cash flows from financing activities:
Advances from officer/shareholder                       90,560           416,423        1,507,055
Proceeds from loans and line of credit                  49,984                -           149,984
Proceeds from sale of common stock                      33,000            47,500          320,500
                                                        ------          --------        ----------
Net cash provided by financing activities              173,544           463,923        1,977,539
                                                     ---------        ----------        ----------
Cumulative translation adjustment                            -                 -           91,192
                                                     ----------       ----------       ----------
Net change in cash                                     (28,695)          102,457           16,171
Cash, beginning                                         44,866               145                -
                                                    ----------      -----------        -----------
Cash, ending                                        $   16,171       $   102,602       $   16,171
                                                   ===========       ===========       ===========

Supplemental disclosure of cash flow information:

Cash paid for interest.                            $       -         $         -       $        -
                                                   ===========       ===========       ===========
Cash paid for income taxes                         $       -         $         -       $        -
                                                   ===========       ===========       ===========

Non-cash investing and financing transactions:
Acquisition of subsidiary in exchange for 1,500,000
shares of common stock                             $         -       $   375,000       $   375,000
                                                   ============       ==========       ===========
Acquisition of subsidiary in exchange for 4,000,000
shares of common stock                             $  2,000,000      $         -       $ 2,000,000
                                                    ===========       ===========      ===========
</TABLE>
See accompanying notes to consolidated financial statements.



<PAGE>6

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Note A:  Basis of presentation

The financial statements presented herein have been prepared by the Company
in accordance with the accounting policies in its Form 10-KSB dated June
30, 2000 and filed October 13, 2000, and should be read in conjunction with
the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation
of operating results for the interim period presented have been made. The
results of operations for the periods presented are not necessarily
indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B:  Related party transactions

At June 30, 2000, the Company owed a Plateau shareholder $1,548,606 for
advances and related accrued interest. During the nine months ended March
31, 2001, advances and accrued interest increased the liability to
$1,589,082.  The shareholder has subordinated the loan in favor of the
creditors of Plateau until such time as the assets of Plateau, fairly
valued, exceed its liabilities.

Note C:  Income taxes

The Company records its income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".  The
Company incurred net operating losses during the six months ended December
31, 2000 resulting in a deferred tax asset, which was fully allowed for;
therefore, the net benefit and expense resulted in $-0- income taxes.

Note D:  Changes in shareholders' equity for the nine months ended March
31, 2001
<TABLE>
<CAPTION>
                                                     Outstanding     Additional                  Cummulative
                                      Common Stock      Stock          Paid-in     Accumulated     Transaction
                                 Shares    Amount     Options       Capital       Deficit        Adjustment        TOTAL
                                ----------------------------------------------------------------------------------------
<S>                                <C>     <C>         <C>         <C>             <C>             <C>           <C>
Balance, July 1,2000          5,890,000   $59        $  -        $683,941      $(1,879,414)    $  91,192    $(1,104,222)
September 2000 issuance
 Off common stock at $50
 Per share in exchange for
 Vanadium shares             4,000,000    40            -         (60,651)              -             -        (60,521)
October 2000, sale of common
 Stock at $2.00 per share       10,000     -             -         20,000               -             -         20,000
November 2000, sale of common
 Stock at $2.00 per share        6,500     -             -         13,000               -             -         13,000
November 2000, issuance of
 Common stock in exchange for
 Consulting service, $5.00/share250,000    3             -      1,249,997               -            -        1,250,000
November 2000 issuance of
 common stock in exchange for
 service. $5.00/share            15,000     -            -        75,000                 -            -          75,000
November 2000, stock options
 Granted to non-employee in
 Exchange for services                -     -         47,165         -                   -            -          47,165
December 2000 issuance of
 Common stock in exchange for
 Services. $3.3125/share        30,000     -             -        99,375                -            -           99,375
January 2001, sale of common
 Stock at $2.00/share            2,500     -             -         5,000                -            -            5,000
January 2001, issuance of
 Common stock in exchange for
 Service $3.50/share            15,000     -             -        52,500               -             -           52,500
March 2001, issuance of common
 Stock in exchange for cash
 ($92,283) and services,
 $1.875/share                   91,050     1             -       170,718               -            -           170,719



<PAGE>7

March 2001, issuance of
 Common stock in exchange for
 Services. $1.875/share         15,000     -             -        28,125               -            -            28,125
Net loss for the nine months
 Ended March 31, 2001                -     -             -           -         (2,748,559)          -        (2,748,559)
                            --------------------------------------------------------------------------------------------
Balance, March 31, 2001     10,325,050 $103        $47,165   $2,337,095     $  (4,627,973)     $91,192      $(2,152,418)
</TABLE>

Vanadium acquisition

On September 25, 2000, the Company purchased all of the outstanding common
stock of Vanadium and Magnetite Exploration & Development Co. (S.A.)
Proprietary Limited (Vanadium), a South African corporation, in exchange
for 4,000,000 shares of the Company's common stock.

The Company has recorded the transaction as a purchase in accordance with
the Accounting Principles Board Opinion No. 16.  The accompanying condensed
consolidated financial statements include the results of operations of
Vanadium from the date of acquisition through September 30, 2000.  The
transaction was valued at $(60,521), or $(.015) per share based on the book
value of Vanadium's net liabilities, in accordance with paragraph 26 of
Accounting Principles Board Opinion No. 26.  Vanadium was acquired from an
independent and unaffiliated third party.  No goodwill was recorded in the
transaction.

The following pro forma condensed, consolidated statements of operations
gives effect to the acquisition of Vanadium as if it occurred at the
beginning of the periods presented.  The pro forma condensed, consolidated
statements of operations are not necessarily indicative of results of
operations had the acquisition occurred at the beginning of the periods
presented, not the results to be expected in the future.

Nine Months ended March 31, 2001
<TABLE>
<CAPTION>
                                                                                                 Pro Forma
                               Pinnacle         Plateau        Vanadium           Adjustments    consolidated
                               ------------------------------------------------------------------------------
<S>                              <C>               <C>            <C>                  <C>            <C>
Revenues                      $       -          $      -       $       -          $         -  $            -
Operating expenses            $ 1,837,952        $  786,432     $    3,696         $         -  $    2,628,080
Operating loss                $(1,837,952)       $ (786,432)    $   (3,696)        $         -  $   (2,628,080)
Non-operating income
 And expense                  $   (6,687)        $      532     $        4         $         -  $     (6,160)
Net income                    $(1,844,639)       $ (785,909)    $   (3,692)                  -  $   (2,634,240)
                              ================================================================================
Basic and diluted loss per
 Common share                 $     (0.21)       $ (127.71)     $    (0.92)                     $       (0.26)
                               ============================================                     ==============

Basic and diluted weighted
 Average common shares
 Outstanding                   8,730,050             6,154           4,000                         10,063,333
                               ===========================================                      =============
</TABLE>

There were no pro forma adjustments for the nine months ended March 31,
2001.

Nine Months ended March 31, 2000
<TABLE>
<CAPTION>
                                                                                                 Pro Forma
                               Pinnacle         Plateau        Vanadium           Adjustments    consolidated
                               ------------------------------------------------------------------------------
<S>                               <C>             <C>              <C>                 <C>            <C>
Revenues                      $       -          $      -      $        -          $         -  $            -
Operating expenses            $  155,325        $  307,753     $        -          $         -  $     463,078
Operating loss                $ (155,325)       $ (307,753)    $        -          $         -  $    (463,078)
Non-operating income
 And expense                  $      677        $    1,073     $        -          $         -  $       1,750
Net income                    $ (154,648)       $ (306,680)    $        -          $         -  $    (461,328)
                              ================================================================================
Basic and diluted loss per
 Common share                 $     (0.03)       $ ( 73.61)     $        -                     $       (0.08)
                               ==========        =========      ============                     ==============

<PAGE>8

PINNACLE RESOURCES, INC.
(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Basic and diluted weighted
 Average common shares
 Outstanding                   5,428,890             4,166               -                         5,428,890
                               ============      =========       =========                     =============
</TABLE>

There were no pro forma adjustments for the nine months ended March 31,
2000.

During the nine months ended March 31, 2001, the Company sold 19,000 shares
of its common stock for $38,000, $2.00 per share.


During the nine months ended March 31, 2001, the Company issued 250,000
shares of its common stock in exchange for financial consulting and
brokerage services.  On the date of the issuance the market price of the
stock was $5.00 per share.  As a result, the Company recognized a stock-
based compensation expense for the market value of the stock, $1,250,000.

During the nine months ended March 31, 2001, the Company issued 15,000
shares of its common stock in exchange for finders fees related to the
search for additional corporate acquisitions.  On the date of the issuance
the market price of the stock was $5.00 per share.  As a result, the
Company recognized a stock-based compensation expense for the market value
of the stock, $75,000.

During the nine months ended March 31, 2001, the Company issued 30,000
shares of its common stock in exchange for finders fees related to the
search for additional corporate acquisitions.  On the date of the issuance
the market price of the stock was $3.3125 per share.  As a result, the
Company recognized a stock-based compensation expense for the market value
of the stock, $99,375.

During the nine months ended March 31, 2001, the Company issued 15,000
shares of its common stock in exchange for financial consulting services.
On the date of the issuance the market price of the stock was $3.50 per
share.  As a result, the Company recognized a stock-based compensation
expense for the market value of the stock, $52,500.

During the nine months ended March 31, 2001, the Company issued 15,000
shares of its common stock in exchange for financial consulting services.
On the date of the issuance the market price of the stock was $1.875 per
share.  As a result, the Company recognized a stock-based compensation
expense for the market value of the stock, $28,125.

During the nine months ended March 31, 2001, the Company issued 91,050
shares of its common stock in exchange for $92,283 and financial consulting
services.  On the date of the issuance the market price of the stock was
$1.875 per share.  As a result, the Company recognized a stock-based
compensation expense for the market value of the stock, $78,436.

Stock options

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" requires the use of the fair value based method of
accounting for stock issued to non-employees in exchange for services.

During the three months ended December 31, 2000, the Company granted
options to purchase 19,000 shares of common stock to a vendor in exchange
for brokerage and investor relations services.  The options were granted
with exercise prices below the market price of the common stock on the date
of grant.  The weighted average exercise price and weighted average fair
value of these options as of December 31, 2000 were $4.00 and $2.48,
respectively.

All stock options were fully vested on the date of grant.  The following
schedule summarizes the changes in the Company's outstanding stock options:



<PAGE>9

<TABLE>
<CAPTION>
                               Options Outstanding and Exercisable        Weighted Average
                              ------------------------------------
                               Number of           Exercise Price          Exercise Price
                                Shares               per share                per share
                             ---------------------------------------------------------
<S>                              <C>                   <C>                       <C>
Balance at June 30, 2000           -               $          -           $          -
 Options granted                19,000             $       4.00            $      4.00
 Options exercised                   -             $          -            $         -
 Options canceled                    -             $          -            $         -
                            -----------------------------------------------------------
Balance at December 31, 2000    19,000             $      4.00             $      4.00
                            ===========================================================
</TABLE>
The fair value for these options was estimated at the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

Risk Free interest rate                   5.78%
Dividend yield                            0.00%
Volatility factor                        50.00%
Weighted average expected life           1 year

The Black-Scholes options valuation model was developed for use in
estimating the fair value of traded options, which have no vesting
restrictions and are fully transferable.  In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility.  Because the Company's stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect
the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
stock options.  However, the Company has presented the pro forma net loss
and pro forma basic and diluted loss per common share using the assumptions
noted above.

Impairment of Plateau goodwill

Pursuant to SFAS 121, the Company evaluated the recoverability of the
goodwill associated with the acquisition of Plateau Resources (Proprietary)
Limited ("Plateau").  Due to the lack of cash flows resulting from the
Plateau subsidiary and the uncertainties surrounding estimated future
undiscounted cash flows, the recorded value of the goodwill exceeded its
estimated fair value at December 31, 2000. Accordingly, during the quarter
ended December 31, 2000, the Company wrote-down the goodwill to its
estimated fair value of $-0-, resulting in a non-cash impairment loss of
$337,535 ($.03 and $.04 per share for the three and six months ended
December 31, 2000, respectively).  The estimated fair value was based on
estimated future undiscounted cash flows at the time of the write-down.




<PAGE>10

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

Trends and Uncertainties.   The financial statements have been
prepared assuming that the Company will continue as a going concern.
The Company is in the development stage and had no operations as of
its latest fiscal year end June 30, 2000.   The deficiency in working
capital as of March 31, 2001 raises substantial doubt about its
ability to continue as a going concern. In the course of its
development activities the Company has sustained continuing losses and
expects such losses to continue for the foreseeable future.   The
Company's management plans on advancing funds on an as needed basis
and in the longer term to revenues from the operations of which there
is no assurance.   The Company's ability to continue as a going
concern is dependent on these additional management advances, and,
ultimately, upon achieving profitable operations.

The Company has expended charges for professional fees.  These
professional fees were paid to Victory Minerals, Inc., an affiliated
company, for services provided in connection with the registration
process, raising capital and pursuing proposed business opportunities.
These are not expected to be of a recurring nature.

Until revenues commence, the Company shall raise funds through equity
financing which may or not be successful.   The Company has tried to
limit its general and administrative expenses.    The Company has
little or no control as to the demand for its services and, as a
result, inflation and changing prices could have a material effect on
the future profitability of the Company.

The Company will focus its financing and capital arrangement
activities on emerging growth companies which plan to raise capital in
the public markets within a reasonable short period of time, i.e., one
to two years.   Although the Company will initially target small
mining companies due to its contacts in that industry, management has
not identified any particular industry within which the Company will
focus its efforts.   Rather, management intends to identify any number
of candidates which may be brought to its attention through present
associations or by word-of-mouth.   Initially the Company intends to
arrange sources of funding and finance for its prospective clients
through established sources for such funds by acting as a finder or
broker to the lender and as an arranger or financial consultant to the
borrowing party. In the emerging markets of South Africa and South
America, opportunities exist where small mining companies seek funding
from outside sources for capitalization because it is not available
locally.

Management has over 70 years of combined business experience involving
a variety of situations where financing and/or funding has been
required in order to effectuate a mining opportunity.   Individually,
management personnel has directly funded, underwritten or brokered
financing for a number of mining prospects over the years, both in the
domestic market as well as South Africa and South America.

Management believes that the Company will be able to successfully seek
out potential candidates who are interested in obtaining loans from
the Company in the immediate future.   This belief is based upon the
perceived difficulty of many development and growth stage companies
who require additional financing, but are unable to obtain the same
from established sources, such as banking institutions and venture
capitalists.   As interest rates begin to rise, management anticipates
that those types of entities earmarked by the Company as possible
clients will continue to seek out the Company as a lending source, as
management views a potential borrower's borrowing base in a different
light than banks.   For loans made by regulated commercial lenders,
there is normally a structured review and evaluation of a prospective
borrower's loan application by the lender, including an in-depth
review of such application by a loan committee.   The loan committee
will then approve or reject each application as it is submitted.   The
evaluation and approval of loans depends on subjective factors and
judgments, as well as objective criteria, such as loan to value ratios
and independent appraisals, when appropriate or available.   The
Company's loan committee consists of substantially fewer persons than
a commercial lender and uses a less formal procedure than more
traditional lenders.   It is possible that any such subjective factors
and judgments may prove to be incorrect with a resulting loss of part
or all of the Company's investment in any particular loan.
However, as part of the consideration provided to the Company for
issuance of its loans, the Company receives its interest and attempts
to also obtain additional consideration in the form of equity or

<PAGE>11

options or warrants in the borrower.   In the event the borrower's
business plan proves successful, the Company may receive substantial
returns as a result of this equity enhancement.

Most venture capitalists take an aggressive equity position far in
excess of that of the Company and in many instances, takes an active
role in the management of their clients.   Management believes that
this makes venture capitalists unattractive to those types of entities
with whom the Company does business.

The Company's ability to become a significant lender is impaired
primarily by its own lack of capital with which to make loans.   While
management would welcome the opportunity to make more loans for larger
amounts, management finds itself in the same predicament as that of
its prospective clients.  That is, the lack of capital with which to
fully implement the Company's business plan.    Management hopes that
as the Company begins to make successful loans, its track record will
allow the Company to attract either private investors seeking to
invest in the business of the Company on a private basis, or that the
Company will be able to attract an investment banker willing to
underwrite a secondary offering of the Company's securities to
generate additional capital.    There are no assurances that the
Company will be able to attract either of the aforesaid entities to
increase the Company's working capital.   If the Company is unable to
obtain additional working capital, it is unlikely that the Company
will generate any substantial growth in the near future.

Capital Resources and Source of Liquidity.    The Company currently
has no material commitments for capital expenditures.   Since July
1997, the Company has paid $300 rent per month for its current office
space.    An increase in lease payments could have negative effect on
the cash flow and liquidity of the Company.

For the nine months ended March 31, 2001, the Company had cash
received in acquisition of $1,151.   The Company purchased equipment
for $3,034.    As a result, the Company had net cash flows from
investing activities of $3,034 for the nine months ended March 31,
2001.

For the nine months ended March 31, 2000, the Company had cash
received in acquisition of $1,151.   The Company received payments
from related entity of $100,000 and purchased equipment of $69,148.
As a result, the Company had net cash flows from investing activities
of $32,003 for the nine months ended March 31, 2000.

For the nine months ended March 31, 2001, the Company received
advances from officer/shareholder of $90,560, proceeds from loans and
line of credit of $49,984 and proceeds from the sale of common stock
of $33,000.   As a result, the Company had net cash provided by
financing activities of $173,544 for the nine months ended March 31,
2001.

For the nine months ended March 31, 2000, the Company received $47,500
from the issuance of stock and received $416,423 from loans resulting
in net cash flows from financing of $463,923.

Results of Operations.   The Company expects to earn consulting fees,
commissions, brokerage points and equity participation for having
acted as an arranger and go-between from having effectuated a
financing package on behalf of a client and a funding source.  To
date, the Company has not yet commenced operations or received any
revenues.

The Company had a net loss for the nine months ended March 31, 2001 of
$199,205.   The Company incurred prospecting costs of $492,279, stock-
based compensation of $1,630,601, general and administrative expenses
of $166,716, legal and accounting fees of $27,445, travel of $26,523,
depreciation and amortization of $65,162 for the nine months ended
March 31, 2000.


The Company had a net loss for the nine months ended March 31, 2000 of
$(479,115).   The Company incurred prospecting costs of $287,421, ,
general and administrative expenses of $455,361, legal and accounting
fees of $20,976, travel of $31,525, depreciation and amortization of
$60,494 for the nine months ended March 31, 2000.



<PAGE>12

The Company incurred legal and accounting costs of $20,976, general
and administrative expenses of $102,966, prospecting costs of
$287,421, salaries of $11,350, telephone of $8,840 and travel expenses
of $31,525 for the nine months ended March 31, 2000.

Plan of Operation.    The Company is not delinquent on any of its
obligations even though the Company has not yet begun to generate
revenue.  The Company will identify and subsequently qualify
prospective clients.   Current operations require minimal cash
infusions.   The Company may borrow funds or obtain equity financing
from affiliated persons or entities to continue operations, if
necessary.   The Company intends to market its services
utilizing cash made available from the recent private sale of its
Common Shares.   The Company is of the opinion that revenues from its
services along with proceeds of the private sale of its securities
will be sufficient to pay its expenses until receipt of revenues at a
level to sustain operations.





<PAGE>13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds. not applicable.
Item 3. Defaults Upon Senior Securities. not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
         not applicable.
Item 5. Other Information. not applicable.
Item 6. Exhibits and Reports on Form 8-K.

(a)   Reports on Form 8-K.
(b)   Exhibits. * Exhibit 27 - Financial Data Schedule

* A summary of any Exhibit is modified in its entirety by reference to
the actual Exhibit.






                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated:  May 17, 2001

PINNACLE RESOURCES, INC

By: /s/ Glen R. Gamble
---------------------------
Glen R. Gamble, President and Director


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