UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

(Mark  One)
[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

For the quarterly period ended March 31, 2003

                                       OR

[ ]    TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

For the transition period from . . . . . . . . . to . . . . . . . . .

Commission  file  number  0-20430

                                AZCO MINING INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       84-1094315
          --------                                       ----------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification  No.)

                             7239 N. El Mirage Road
                            Glendale, Arizona 85307
                          ----------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (623) 935-0774
                                 --------------
              (Registrant's telephone number, including area code)


     Indicate  by  check  mark  whether the registrant (1) has 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  [ ]

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes  [ ]     No  [X]

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.

     The Company had 37,992,122 shares of Common Stock outstanding as of June 6,
2003.


<PAGE>
                                AZCO MINING INC.



                         PART I.  FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS


                                                                          PAGE
                                                                          ----


     Consolidated  Balance  Sheets                                         3

     Consolidated  Statements  of  Operations                              4

     Consolidated  Statements  of  Cash  Flows                             5

     Consolidated  Statement  of  Stockholders'  Equity                    6

     Notes  to  Interim  Consolidated  Financial  Statements               7-18


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
AZCO MINING INC.
CONSOLIDATED BALANCE SHEETS


                                                              MARCH 31,      JUNE 30,
                                   ASSETS                       2003           2002
                                                             (UNAUDITED)
<S>                                                         <C>            <C>
Current assets:
  Cash and cash equivalents                                 $      9,544   $    884,647
  Prepaids and other                                             201,296        179,225
  Inventories (Note 2)                                         1,082,147      1,095,780
                                                            -------------  -------------
          Total current assets                                 1,292,987      2,159,652
                                                            -------------  -------------

Capital assets (Note 3):
  Mineral properties, plant & equipment, net                   6,884,402     10,352,872
  Capital assets, net                                            219,292        288,148
                                                            -------------  -------------
                                                               7,103,694     10,641,020
                                                            -------------  -------------

Restricted cash                                                  178,659        190,400
                                                            -------------  -------------
          Total assets                                      $  8,575,340   $ 12,991,072
                                                            =============  =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities                  $    849,452   $    540,768
  Notes payable (Note 4)                                       1,161,680        443,672
  Accrued settlement obligation (Note 5)                         540,000        586,000
                                                            -------------  -------------
                                                               2,551,132      1,570,440
Long term liabilities:
  Accrued settlement obligation (Note 5)                    $          -        444,900
  Financing lease liability (Note 4)                           2,107,116      1,975,650
  Notes payable to related party (Note 4)                              -        615,068
  Other liabilities                                               82,218        275,127
                                                            -------------  -------------
                                                               2,189,334      3,310,745
                                                            -------------  -------------
          Total liabilities                                    4,740,466      4,881,185
                                                            -------------  -------------

Contingencies and commitments (Note 6)

STOCKHOLDERS' EQUITY
Common stock: $.002 par value, 100,000,000 shares
authorized; 37,922,122 shares outstanding as of March 31,         74,773         62,304
2003 and 31,151,121 shares outstanding as of June 30, 2002

Additional paid-in capital                                    32,979,705     30,951,523
Accumulated deficit                                          (29,219,604)   (22,903,940)
                                                            -------------  -------------
                                                               3,834,874      8,109,887
                                                            -------------  -------------
          Total liabilities and stockholders' equity        $  8,575,340   $ 12,991,072
                                                            =============  =============
</TABLE>


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


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
AZCO MINING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                         THREE MONTHS ENDED          NINE MONTHS ENDED
                                                              MARCH 31,                  MARCH 31,
                                                         2003          2002          2003          2002
                                                     ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>
SALES                                                $    23,974   $    31,280   $    54,799   $    56,080
                                                     ------------  ------------  ------------  ------------

OPERATING COSTS AND EXPENSES
     Production costs                                    108,021       452,726       872,662       919,091
     General and administrative                          267,684       350,787       689,496       796,868
     Exploration                                           4,500        89,839        33,559       173,425
     Amortization & depreciation                          60,354        33,470       174,709       103,228
     Financing consulting fees                                 -             -       432,349             -
     Impairment of long-lived assets                   3,291,773             -     3,291,773             -
     Gain on sale of assets                              (65,000)            -       (65,000)            -
     Accretion of asset retirement
     obligation (Note 6)                                   1,250             -         3,750             -
                                                     ------------  ------------  ------------  ------------

     Total operating costs and expenses                3,668,582       926,822     5,433,298     1,992,612
                                                     ------------  ------------  ------------  ------------

OPERATING LOSS                                       $(3,644,608)  $  (895,542)  $(5,378,499)  $(1,936,532)

OTHER INCOME/EXPENSE:
     Interest expense                                   (253,652)     (284,721)     (733,798)     (496,047)
     Interest income                                           -         4,190         3,210         6,103
     Miscellaneous expense, net                          (73,563)            -      (157,672)            -
                                                     ------------  ------------  ------------  ------------
                                                        (327,215)     (280,531)     (888,260)     (489,944)
                                                     ------------  ------------  ------------  ------------

INCOME TAX BENEFIT                                             -      (998,053)            -      (998,053)
                                                     ------------  ------------  ------------  ------------

LOSS BEFORE CUMULATIVE EFFECT OF                      (3,971,823)     (178,020)   (6,266,759)   (1,428,423)
ACCOUNTING CHANGE

Cumulative effect of accounting change,                        -             -        13,902             -
net of taxes of $0 (Note 8)
                                                     ------------  ------------  ------------  ------------

NET LOSS                                             $(3,971,823)  $  (178,020)  $(6,280,661)  $(1,428,423)
                                                     ============  ============  ============  ============

Basic loss per share before cumulative                     (0.11)        (0.01)        (0.18)        (0.05)
effect of accounting change
Cumulative effect of accounting change                         -             -             -             -
                                                     ------------  ------------  ------------  ------------
Basic loss per share                                 $     (0.11)  $     (0.01)  $     (0.18)  $     (0.05)
                                                     ============  ============  ============  ============

Diluted loss per share before cumulative                   (0.11)        (0.01)        (0.18)        (0.05)
effect of accounting change
Cumulative effect of accounting change                         -             -             -             -
                                                     ------------  ------------  ------------  ------------
Diluted loss per common share                        $     (0.11)  $     (0.01)  $     (0.18)  $     (0.05)
                                                     ============  ============  ============  ============

WEIGHTED AVERAGE COMMON SHARES                        37,604,319    30,052,843    34,230,029    30,051,351
                                                     ============  ============  ============  ============
</TABLE>


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


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
AZCO MINING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                  NINE MONTHS ENDED
                                                                     MARCH 31,
                                                                 2003          2002
                                                             ------------  ------------
<S>                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $(6,280,661)  $(1,428,423)
     Adjustments to reconcile net loss to net cash
     used in operations:
           Depreciation and amortization                         174,709       103,228
           Write-down of inventory                                     -       891,891
           Impairment of long-lived assets                     3,291,773
           Accretion of asset retirement obligation                3,750             -
           Stock compensation and other
               non-cash expenses                                 363,000             -
           Amortization of debt discount                         286,298       303,689
           Beneficial conversion from convertible debt           163,543             -
           Mark to market adjustments on conversion option        (5,871)
           Gain on sale of mineral properties, plant and
               equipment                                         (65,000)            -
           Cumulative effect of accounting change                 13,902             -
     Changes in assets and liabilities, net:
           Prepaid and other                                    (109,819)     (130,036)
           Income tax receivable                                       -      (998,053)
           Inventories                                            13,633      (927,945)
           Restricted cash                                        11,741             -
           Accounts payable and accrued liabilities              635,884      (519,611)
           Accrued settlement obligation                        (184,900)            -
                                                             ------------  ------------
Net cash used in operating activities                         (1,688,018)   (2,705,260)
                                                             ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of investment                                            -      (100,000)
     Mineral properties, plant and equipment                      65,000      (123,194)
                                                             ------------  ------------
Net cash used for investing activities                            65,000      (223,194)
                                                             ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                 879,483       843,500
     Payments on notes payable                                  (100,000)     (243,500)
     Issuance of financing lease                                       -     3,000,000
     Proceeds from stock sale                                          -       164,250
     Payments on capital lease obligations                       (51,968)      (38,704)
     Proceeds from exercise of options                            20,400         8,800
                                                             ------------  ------------

Net cash provided by financing activities:                       747,915     3,734,346
                                                             ------------  ------------

Net increase (decrease) in cash and cash equivalents            (875,103)      805,892

Cash and cash equivalents at beginning of period                 884,647        39,920
                                                             ------------  ------------

Cash and cash equivalents at end of period                   $     9,544   $   845,812
                                                             ============  ============
</TABLE>


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


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
AZCO MINING INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

                                 COMMON
                                  STOCK         ADDITIONAL
                                                  PAID-IN     ACCUMULATED
                             SHARES    AMOUNT     CAPITAL       DEFICIT        TOTAL
<S>                        <C>         <C>      <C>          <C>            <C>
Balance June 30, 2002      31,152,121  $62,304  $30,951,523  $(22,903,940)  $ 8,109,887

Dividend to shareholders
(Note 4)                                             35,003       (35,003)            -

Benificial conversion on
convertible debt                                    163,543                     163,543

Common shares issued
 (Note 7)                   6,740,001   12,409    1,809,296                   1,821,705

Exercise of options            30,000       60       20,340                      20,400

Net loss                                                       (6,280,661)   (6,280,661)
                           ----------  -------  -----------  -------------  ------------


Balance March 31, 2003     37,922,122  $74,773  $32,979,705  $(29,219,604)  $ 3,834,874
                           ==========  =======  ===========  =============  ============
</TABLE>


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


                                      -6-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION AND GOING CONCERN
-----------------------------------------------

The  unaudited  consolidated  financial  information  presented  herein has been
prepared  in  accordance with the instructions to Form 10-Q and does not include
all  of  the  information  and  note  disclosures required by generally accepted
accounting principles. Therefore, this information should be read in conjunction
with  the  consolidated  financial  statements and notes thereto included in the
Azco  Mining  Inc.  ("Azco" or "the Company") Annual Report on Form 10-K for the
fiscal year ended June 30, 2002. This interim financial information reflects all
adjustments  that  are,  in  the  opinion  of  management,  necessary  to a fair
statement  of  the  results  for  the  interim  period.

The  consolidated  balance  sheet  as  of June 30, 2002 included herein has been
derived  from  the  audited consolidated balance sheet included in the Company's
annual  report  on  Form  10-K  for  the  year ended June 30, 2002, but does not
include  all  the  disclosures  required  by  generally  accepted  accounting
principals.

Azco  Mining  Inc.  is  a  mining  company incorporated in Delaware. Its general
business  strategy  is  to  acquire, explore and develop mineral properties. The
Company's  principal  assets  are  the  100%  owned Black Canyon Mica Project in
Arizona.  The  Company  is currently focused on producing high quality muscovite
mica  and  feldspathic  sand  that  is  produced  as  a  by-product  of  mica.
Additionally,  marketing  efforts  are  concentrated  on the sale of mica filled
plastic  pellets,  developed by Azco, to be used in the production of reinforced
plastics.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue to operate as a going concern. The Company has
suffered  recurring  losses  from  operations  and  the  Company  will  require
additional  funds  to  continue  operations.  In  November  2002,  the  Company
temporarily  ceased  production  at  its  Black  Canyon  Mine  crushing  and
concentrating  facilities  due  to cash constraints. Production will start again
once  acceptable  financing  can  be  arranged.  Management  is actively seeking
additional  financing; however, there is no assurance that these efforts will be
successful  or  on  terms  acceptable  to  the  Company.  These  matters  raise
substantial  doubt  about  the Company's ability to continue as a going concern.
These  consolidated  financial  statements  do  not include the adjustments that
would be necessary, should the Company be unable to continue as a going concern.

The  Company is currently in default under the terms of the settlement agreement
with  two of its former officers as well as it financing lease agreement.  It is
in  negotiations  for  the resolution of both of these issues.  In addition, the
Company  is  attempting to structure a convertible debenture transaction as well
as  a  loan secured by the proceeds of current plastic production.  The proceeds
of  these  bridge-financing  transactions  are  expected  to  enable the Company
finance its immediate cash needs and enable it to continue operating through the
closing  of  a  long  term  financing  arrangement.


                                      -7-
<PAGE>
AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

Long-term  financing  arrangements are currently being investigated with several
groups.  Two  of  the Company's major secured creditors have been approached and
talks  are  ongoing as to what financing arrangements can be found.  The Company
is  negotiating  with a potential purchaser who has expressed an interest in the
purchase  of  the  entire mica project.  In addition, we continue to communicate
with  potential joint venture partners who show an interest in the mica project.

The  Company  anticipates  that  a minimum of $3 million will be required during
fiscal 2004 to support production and marketing of products.  These requirements
include  costs  for  general  operating  purposes  including planned production,
payments  due  on existing debt obligations (including interest costs) and costs
associated  with the generation of plastic pellets.  In order to achieve a level
of  planned  production  necessary  to achieve continued operations, the Company
will  likely  require  additional  funding  over and above the $3 million during
fiscal  2004.

The  Company  also  anticipates  the  expenditure  of $3.5 million on additional
capital  improvements in fiscal 2004.  These expenses will cover enhancements to
the  sand  plant  facilities including additional rare earth magnets and bagging
equipment  enabling it to sell a much larger portion of its sand production into
the  stucco  and  high-end  sand  markets.

In addition to the capital and operating expenditures anticipated in fiscal 2004
once long term financing has been procured, the Company anticipates expenditures
of  $2.0  million  in  accrued  obligations and debt retirement or restructuring
costs.

The  Company has several mica products inventoried and continues its development
of  mica  filled  plastic  pellets  in  conjunction  with three manufacturers of
reinforced  plastics.  During  the current quarter, the Company filled orders of
7,500  lbs.  of  its  mica filled polyethylene masterbatch and has an additional
70,000  lbs.  order  for  the  fourth  quarter  of the current fiscal year.  The
Company  anticipates that its current inventory of mica is sufficient to support
its  continued  plastics  product  development until mica and sand production is
resumed.

There  is  no  assurance that the Company can secure financing by way of a joint
venture or otherwise, and if at all, on terms acceptable to the Company.


                                      -8-
<PAGE>
<TABLE>
<CAPTION>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

NOTE  2.  INVENTORIES
---------------------

                       MARCH 31,   JUNE 30,
                         2003        2002
                      ----------  ----------
<S>                   <C>         <C>
Broken ore            $  634,351  $  725,202
Mica work-in-process     353,196     277,378
Mica finished goods       90,000      93,200
Sand finished goods        4,600           0
                      ----------  ----------
Total                 $1,082,147  $1,095,780
                      ----------  ----------
</TABLE>

<TABLE>
<CAPTION>
NOTE  3.  CAPITAL  ASSETS
-------------------------

Detail of mica project mineral properties, plant and equipment is as follows:

                                            MARCH 31,     JUNE 30,
                                              2003          2002
                                           -----------  ------------
<S>                                        <C>          <C>
Acquisition of mineral properties          $1,528,724   $ 2,219,996
Mining and processing plant and equipment   4,818,438     7,122,679
Development costs                             647,444     1,104,966
Accumulated amortization                     (110,204)      (94,769)
                                           -----------  ------------
Total                                      $6,884,402   $10,352,872
                                           -----------  ------------
</TABLE>

Detail of other capital assets is as follows:
---------------------------------------------

<TABLE>
<CAPTION>
                           MARCH 31,    JUNE 30,
                             2003         2002
                          -----------  ----------
<S>                       <C>          <C>
Office building           $  152,997   $ 152,997
Furniture and equipment      381,383     381,383
Vehicles                      81,146      81,146
Accumulated depreciation    (396,234)   (327,378)
                          -----------  ----------
Total                     $  219,292   $ 288,148
                          -----------  ----------
</TABLE>

During  the  quarter the Company reassessed the carrying value of the long-lived
mineral  properties,  plant  and  equipment  previously valued at the historical
cost.  See  Note  11  for  further  discussion.


                                      -9-
<PAGE>
AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

NOTE 4. NOTES PAYABLE, WARRANTS AND OTHER FINANCING
---------------------------------------------------

In December 2002, the Company issued a $250,000 note to Cornell Capital Partners
LP ("Cornell") in conjunction with the Equity Line of Credit.  A 5% discount was
deducted  resulting  in  net  proceeds to the Company of $237,500.  The note was
paid off before the due date of February 2003 by issuing 1,400,000 shares in the
second  quarter  and  an  additional  222,586  shares  during the third quarter.

In  January 2003, the Company received an additional $226,983 from the sale of a
$250,000  note  to Cornell in conjunction with the Equity Line of Credit.  Legal
fees  of  $10,517  and a 5% discount of $12,500 were deducted from the proceeds.
The  note  accrues  interest  at  24%  per year and was due March 17, 2003.  The
Company  repaid  $176,855  of the note in the third quarter through the issue of
1,348,140  shares  of  its  common  stock  and a balance of $73,145 is currently
outstanding.  The  Company  is currently negotiating financing arrangements with
Cornell  to  address  this  outstanding  balance.

In  October  2002, Azco issued a $500,000 convertible debenture to Cornell.  The
entire  amount  of the note has been converted into Azco Common stock (1,920,373
shares  in  the  second  quarter  and  an additional 861,377 shares in the third
quarter) based upon the contractual conversion price of the average of the three
lowest  closing  prices  of  Azco's  common  stock  for  the  five  trading days
immediately  preceding  conversion.  The Company's results of operations for the
nine  months ended March 31, 2003 reflect expenses of $163,543 for the excess of
market  price  over  conversion price (beneficial conversion) and $5,871 for the
recognition  and subsequent mark to market adjustments for the conversion option
as  a  derivative in accordance with Statement of Financial Accounting Standards
No.  133,  "Accounting  for  Derivative  Instruments  and  hedging  Activities".

In  January  2002, Azco completed a financing lease transaction that yielded the
Company  net  proceeds  of  $2,842,500.  Under the terms of the transaction, the
Company  sold  a 40 percent ownership in its mica processing facility located in
Glendale,  Arizona.  Subsequently,  Azco leased the property back for an initial
period  of  10  years, with an option to repurchase the 40 percent ownership for
120 percent of the purchase price after the second year. The repurchase price of
the  property increases by 10 percent of the purchase price each year the option
remains  unexercised  up  to  a  maximum  of  150 percent of the purchase price.
Payments  for the first 6 months under the lease agreement were $30,000, $37,500
for  the  second  six months and $45,000 thereafter. The Company is currently in
default under the terms of the financing lease transaction and is in discussions
to  resolve  the issue. The Company continues to classify this liability as long
term  as  should  negotiations fail to mature the lessor's remedies pertain to a
security  interest  in  most  of  the  Company's  property, plant and equipment.


                                      -10-
<PAGE>
AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

In  connection  with  this transaction, the Company issued a warrant to purchase
2,550,000  shares  of the Company's common stock at $.50 per share. This warrant
vested  in  January  2002  and  is  exercisable  through  January  2007.

The  notes  payable, financing lease and related warrants have been reflected in
the  accompanying  balance  sheet  at  their relative fair values.  The discount
associated  with  the  notes payable and financing lease is being amortized over
the  term  of  the  respective  instrument  using  an effective interest method.

In  December  2001,  the  Company  received  a  one-year  $100,000 loan, bearing
interest  at 12% per annum, from Luis Barrenachea, a shareholder.  In connection
with  this  loan, the Company issued a warrant to purchase 125,000 shares of the
Company's  common  stock  at  $.40 per share. In December 2002, the terms of the
loan  and  the  warrants were extended an additional year through December 2003.
The  Company's policy is to account for the increase in the value of the warrant
(resulting  from  an  extension  of  the  exercise  date)  as  a  dividend  to a
shareholder.  Accordingly,  an  additional  $7,188  has  been  reflected  as  an
increase  to accumulated deficit and additional paid-in-capital in the March 31,
2003  Consolidated  Statement  of  Stockholders'  Equity.

In October 2001, the Company received a one-year $100,000 loan, bearing interest
at  12%  per  annum,  from  Mr.  Barrenachea.  In connection with this loan, the
Company  issued  a  warrant  to  purchase 125,000 shares of the Company's common
stock  at  $.40  per  share.  In  October  2002,  the loan and the warrants were
extended  an  additional  year through October 2003.  The Company's policy is to
account  for  the  increase  in  the  value  of  the  warrant (resulting from an
extension of the exercise date) as a dividend to a shareholder.  Accordingly, an
additional  $11,617 has been reflected as an increase to accumulated deficit and
additional  paid-in-capital  in  the  March  31,  2003 Consolidated Statement of
Stockholders'  Equity.

In  September  2001,  the  Company  received  a  one-year $200,000 loan, bearing
interest  at 12% per annum, from Mr. Barrenachea.  In connection with this loan,
the  Company issued a warrant to purchase 125,000 shares of the Company's common
stock  at  $.40  per  share.  In  September  2002  the terms of the loan and the
warrants were extended an additional year through September 2003.  The Company's
policy  is  to  account  for the increase in the value of the warrant (resulting
from  an  extension  of  the  exercise  date)  as  a  dividend to a shareholder.
Accordingly,  an  additional  $16,198  has  been  reflected  as  an  increase to
accumulated  deficit  and  additional  paid-in-capital  in  the  March  31, 2003
Consolidated  Statement  of  Stockholders'  Equity.

In  October  2001,  the  Company  restructured  its $800,000 loan agreement with
Lawrence  Olson  the Company's Chairman, CEO and President.  Mr. Olson agreed to
extend  the  note  payable an additional year to March 15, 2003 in consideration
for  700,000  warrants


                                      -11-
<PAGE>
AZCO MINING INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

to  purchase  the  Company's  stock  at an exercise price of $0.40. The warrants
vested in December 2001 and shall expire in October 2003. In addition the annual
interest rate was adjusted from prime plus 1% to 12%. In June 2002, the loan was
extended  an additional year and Azco entered into a security agreement with Mr.
Olson,  whereby Azco's assets secured the loan. The Company's assets also secure
the  lease payments due on the financing lease as well as the payments due under
the  settlement  agreement.  The  loan  is  currently  due  in  March  2004.

The  fair  value of the warrants issued has been determined by the Company using
the  Black  Scholes valuation model and has been reflected as additional-paid in
capital.

Notes  payable and other financing at March 31, 2003 consisted of the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                             Principal   Unamortized Discount
------------------------------------------------------------------------------
<S>                                          <C>         <C>

24% note, due March 2003                     $   73,145  $                   -
12% note, due September 2003                    200,000                      -
12% note, due October 2003                      100,000                      -
12% note, due December 2003                     100,000                      -
12% note, due March 2004                        800,000  $             111,465
                                             ---------------------------------
Total                                        $1,273,145  $             111,465
                                             ---------------------------------

Financing lease liability, due January 2011  $2,107,116  $           2,392,884
------------------------------------------------------------------------------
</TABLE>

NOTE  5.  SETTLEMENT  OBLIGATION
--------------------------------

In  July  2002,  Azco entered into a settlement agreement regarding fees payable
under  severance  agreements with two of its former officers and directors, Alan
P.  Lindsay  and  Anthony R. Harvey. Azco agreed to pay each former director the
sum of $350,000. The amount is to be paid in an initial payment of $20,000 each,
due  upon  the  signing  of  the  agreement,  and in monthly payments of $10,000
thereafter,  with  the  entire  balance  due  within  24 months of the date this
agreement is signed. In addition, Azco paid $24,898 representing one half of the
legal  fees  incurred by the former directors. Under the terms of the agreement,
Azco  also provided Harvey and Lindsay each with 150,000 shares of common stock,
which  shares shall be unrestricted as allowed pursuant to Rule S-8 of the Rules
of  the  Securities  and  Exchange  Commission.  As  of March 31, 2003, $540,000
remained  outstanding  under  the  agreement. No monthly payments have been made
since  December  2002.  Accordingly,  the  Company  is  currently  in  default


                                      -12-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

under  the  terms  of  the  settlement  agreement and is in negotiations for the
resolution  of  this  matter.

NOTE  6.  COMMITMENTS  AND  CONTINGENCIES
-----------------------------------------

On  January 22, 1999, the trustee (Petitioner) in bankruptcy proceedings against
Eagle  River  served a petition, in the Quebec Superior Court, District of Hull,
upon  the  Company  in  order to recover assets from the Company. The Petitioner
alleges  that,  through  the  Company's involvement with Eagle River in the Mali
Project,  the Company is guilty of contractual breaches in excess of $4,300,000.
No  accrual  has been made for this claim because management does not believe it
is  probable  that  the  case  will  be  determined  against  the  Company.

On  June  25,  2002  Azco  received  a  demand for arbitration filed by iCapital
Corporation  seeking  $144,000  in relief due to failure to pay under a June 26,
2001 Financial Consulting Agreement.  It is the position of Azco and its counsel
that the contract is void and it is unlikely that iCapital will prevail on their
claim.

NOTE  7.  CAPITAL  STOCK  AND  OUTSTANDING  OPTIONS
---------------------------------------------------

In  November  2002, the Company's Registration Statement on Form S-1, filed with
the  Securities  and Exchange Commission in regard to the Equity Line of Credit,
became  effective.  Under  the agreement, the Company became eligible to, at its
discretion, periodically issue and sell shares of common stock to Cornell for up
to  a  total  purchase  price of $5 million through November 12, 2004.  For each
share  of  common  stock purchased under the Equity Line of Credit, Cornell will
pay  92.5%  of  the lowest closing bid price of our common stock on the American
Stock  Exchange for the five trading days immediately following the notice date.
The amount of each advance is subject to a maximum of $500,000 per advance, with
a  minimum  of  five  trading  days between advances.  In addition, Cornell will
retain 5% of each advance under the Equity Line of Credit.  Cornell and Westrock
Advisors,  Inc. received 237,624 and 9,901 shares of common stock, respectively,
as a one-time commitment fee, which was equal to $250,000 based on a closing bid
of  $1.01 on June 19, 2002.  The Company has issued the maximum 6,000,000 shares
allowed  under  the  terms  of  the registration statement filed with the SEC in
conjunction  with  the  Cornell  financing.

On  December  18,  2002,  the  Company  issued  10,000 shares for legal services
rendered  in  conjunction  with  an August 2002 filing on Form S-8 in connection
with  the  settlement  agreement  discussed  in Note 5.  The value of the shares
issued  was  $10,200  recorded  as  general and administrative expense in fiscal
2002.


                                      -13-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

In July 2002, the Company issued 430,000 shares of the Company's common stock in
conjunction  with  the  consulting  agreement  with  Pacifica  Financial  Group.

Options to purchase 1,234,500 and 2,305,500 shares of the Company's common stock
were  outstanding  under  the  Company's Stock Option Plan at March 31, 2003 and
2002,  respectively.  The  impact  of  these  options has been excluded from the
diluted  earnings per share calculation, as their effect would be anti-dilutive.
These  options  are  exercisable  between  $0.44  and  $1.20 per common share at
varying  dates  through  2007.

The  Company  accounts for its stock option plans by measuring compensation cost
using  the intrinsic-value-based method presented by Accounting Principles (APB)
Opinion  No.  25,  "Accounting  Stock  Issued  to  Employees,"  and  related
interpretations.  No compensation cost is reflected in consolidated net loss, as
all  options  granted  under the plans had an exercise price equal to the market
value  of  the  underlying  common stock on the date of the grant. The following
table  presents  the  effect  on  net  loss  and loss per common share as if the
Company  had  applied  the  fair  value  recognition provisions of SFAS No. 123,
"Accounting  for  Stock  Based  Compensation,"  to  compensation  cost.

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                MARCH 31,                          MARCH 31,
                                       2003                 2002              2003          2002
                               --------------------  -------------------  ------------  ------------
<S>                            <C>                   <C>                  <C>           <C>
Net loss, as reported          $        (3,971,823)            (178,020)  $(6,266,759)   (1,428,423)

Add:
  Total stock-based employee
  compensation expense
  determined under fair value
  based method for all awards
  net of tax                                     -           (1,101,483)            -    (1,342,743)

Pro forma net loss             $        (3,971,823)          (1,279,503)  $(6,266,759)   (2,771,166)

Loss per common share
  Basic - as reported          $             (0.11)  $            (0.01)  $     (0.18)  $     (0.05)
  Basic - pro forma            $             (0.11)  $            (0.04)  $     (0.18)  $     (0.09)

Loss per common share
  Diluted - as reported        $             (0.11)  $            (0.01)  $     (0.18)  $     (0.05)
  Diluted - pro forma          $             (0.11)  $            (0.04)  $     (0.18)  $     (0.09)
</TABLE>


                                      -14-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

NOTE  8.  GUARANTEES
--------------------

In  November  2002, the Financial Accounting Statements Board (FASB) issued FASB
Interpretation  No.  45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees,  Including  Indirect Guarantees of Indebtedness of Others" (FIN 45).
FIN  45  requires  that  upon  issuance  of certain guarantees, a guarantor must
recognize  a  liability  for  the  fair value of an obligation assumed under the
guarantee.  FIN  45  also  requires significant new disclosures, in both interim
and  annual  financial  statements, by a guarantor, about obligations associated
with guarantees issued.  FIN 45 disclosure requirements are effective for Azco's
fiscal  quarter  ended  December  31,  2002  and  the  initial  recognition  and
measurement  provisions  are  applicable  on  a  prospective basis to guarantees
issued  or  modified  after  December  31,  2002.

As  of March 31, 2003, the Company does not have any identified guarantees which
meet  the  requirements  of  FIN  45

NOTE  9.  ACCOUNTING  FOR  ASSET  RETIREMENT  OBLIGATIONS
---------------------------------------------------------

On  July  1,  2002, the Company adopted the provisions of Statement of Financial
Accounting  Standards  No.  143,  "Accounting  for Asset Retirement Obligations"
(SFAS  No.  143).  SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs estimated to aggregate approximately $250,000.
Specifically,  the  Statement requires that retirement obligations be recognized
when they are incurred and displayed as liabilities with the initial measurement
being  at  the  present  value of estimated third party costs.  In addition, the
asset  retirement  cost is capitalized as part of the asset's carrying value and
subsequently  allocated  to  expense  over  the  assets  useful  life.

The  asset  retirement  costs  associated  with  the  Mica  project  consist  of
reclamation  of  disturbed  property  as well as the disposal and dismantling of
related  property  and  equipment.  The  Company  previously accounted for these
costs through periodic charges to earnings using the units-of-production method.
The  change  in  accounting  resulted  in  a  decrease  to  long-lived assets of
$161,746,  a  decrease  to  long-term  liabilities  of $147,844 and a cumulative
effect  charge  to  earnings  during  the  period  of  $13,902.

As  of December 31, 2002, the Company maintained the following restricted assets
associated with reclamation costs for the Black Canyon Mica property pursuant to
regulatory  requirements:


                                      -15-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

     -    $50,000 held on deposit for the Arizona State Treasurer in a one-year
          automatically renewable short-term investment; and
     -    $128,659 held on deposit as collateral against an irrevocable letter
          of credit of the same amount to the U.S. Bureau of Land Management,
          which renewed October 9, 2002 for an additional year.

A  roll  forward  of the Company's asset retirement obligation through March 31,
2003  is  as  follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Initial liability recognition, July 1, 2002  $45,309
Accretion                                      3,750
                                             _______
Balance, March 31, 2003                      $49,059
                                             _______
</TABLE>

Had  SFAS  No. 143 been adopted on July 1, 2002 cost of products sold would have
increased  (due to accretion) by $1,250 and $3,750 for the three and nine months
ended  March  31,  2003,  respectively.

NOTE  10.  NEW  PRONOUNCEMENTS
------------------------------

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  (SFAS No. 144). SFAS No. 144 replaces certain
previously  issued  accounting  guidance, develops a single accounting model for
long-lived  assets  other  than  goodwill  and indefinite-lived intangibles, and
broadens  the  framework  previously established for assets to be disposed of by
sale  (whether previously held or newly acquired).  This Statement was effective
as  of  the  beginning  of fiscal 2003 and did not have a material impact on the
Company's  financial  position,  results  of  operations  or  cash  flows.

In  April  2002, the FASB issued SFAS No.145, "Rescission of FASB Statements No.
4,  44,  and 64, Amendments of FASB Statement No. 13, and Technical Corrections"
(SFAS  No.145).  This  Statement  rescinds  SFAS  No. 4, SFAS No. 64 and further
clarifies  debt  extinguishments, which classify as extraordinary. Additionally,
SFAS  No.  145  amends  SFAS  No.  13 in order to clarify the accounting for the
treatment of lease modifications. Provisions of this Statement are effective for
fiscal  year  2003  and  the pronouncement did not have a material impact on its
financial  position,  results  of  operations  or  cash  flows.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities"  (SFAS  No.  146).  SFAS  No. 146 replaces
Emerging  Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination  Benefits


                                      -16-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

and  Other  Costs  to  Exit  and Activity (including Certain Costs Incurred in a
Restructuring)".  The primary difference from existing guidance is that SFAS No.
146  requires  the  recognition  of exit costs at fair value when a liability is
incurred,  versus  at  the  date  of  the exit plan approval.  This Statement is
effective  for  exit  and  disposal activities of the Company that are initiated
after  December 31, 2002.  The Company has not historically had significant exit
or  disposal  activities.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock-Based
Compensation  -  Transition and Disclosure - an amendment of FAS 123".  SFAS No.
148  provides  alternative  methods  of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition,  the  Statement  amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both interim and annual financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of the method used on reported results.  The statement was effective for
fiscal  years ending after December 15, 2002. The Company adopted this Statement
in  regards  to  disclosure provisions for the quarter ended March 31, 2003, and
has  provided  the  interim information in Note 7, Capital Stock and Outstanding
Options.

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  (FIN  46),
Consolidation  of  Variable  Interest Entities, an Interpretation of ARB No. 51.
FIN  46  provides  guidance in determining (1) whether consolidation is required
under the "controlling financial interest" model of Accounting Research Bulletin
No.  51  (ARB  51),  Consolidated  Financial  Statements,  or  other  existing
authoritative  guidance,  or,  alternatively,  (2) whether the variable-interest
model under FIN 46 should be used to account for existing and new entities. Azco
has  considered the guidance in FIN 46 and has determined that it did not have a
material  effect  on its financial position, results of operations cash flows or
note  disclosures  thereto.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting  for  derivative  instruments including certain derivative
instruments  embedded  in  other  contracts,  and  for hedging activities.  This
Statement  clarifies  under  what  circumstances  a contract with an initial net
investment  meets  the  characteristics  of  a  derivative and when a derivative
contains  a financing component that warrants special reporting in the statement
of cash flows.  This statement is generally effective for contracts entered into
or  modified  after  June  30,  2003.  We  are currently analyzing the impact of
adoption  of  SFAS  No.  149  on  our  financial  reporting  and  disclosures.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of  both Liabilities and Equities" (SFAS No.
150).  SFAS  No.  150  establishes  standards  for  how an issuer classifies and
measures  certain


                                      -17-
<PAGE>
AZCO  MINING  INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

financial  instruments with characteristics of both liabilities and equity.  The
Company is currently evaluating the impact of SFAS No. 150 on its balance sheet.

NOTE  11.  WRITE-DOWN  OF  LONG-LIVED  ASSETS
---------------------------------------------

In conjunction with the in-depth discussions surrounding a potential sale of all
or  some  portion of the Company's mining assets, the Company determined that an
impairment charge was necessary to more accurately reflect the carrying value of
their  long-lived  assets.  The amount of the impairment charge was based upon a
formal indication of willingness to acquire the Company's mining assets received
during the third quarter and, accordingly, represents management's best estimate
of  the  fair  value  of  these  assets.  An impairment charge of $3,291,773 has
reduced  the  carrying  cost  of  mineral  properties,  plant  and  equipment.

NOTE  12.  SECURITY  PURCHASE  AGREEMENT
----------------------------------------

Under  the terms of a Stock Purchase Agreement ("the Agreement") dated April 10,
2003,  the  Company  sold  all  of the issued and outstanding shares of stock of
Cobre  del  Mayo  S.A.  de  D.V.,  a  Mexican  corporation ("Cobre del Mayo") to
Frontera  Cobre  del  Mayo,  Inc.  a  Delaware  corporation  ("Frontera").  Azco
received  $200,000  upon  closing  and  is to receive $50,000 three months after
closing.

In addition, Azco will receive an initial deferred payment of $250,000, upon the
date  of  construction  commencement  of the Piedras Verdes copper project ("the
Project"), if the COMEX price of copper is less than $1.00 per pound or $500,000
if  the  COMEX  price  is  above  $1.00  per pound.  Upon the date of commercial
production,  Azco  will  receive an additional payment of $500,000, if the COMEX
price  is  less  than  $1.00 per pound or $1,000,000 if the COMEX price is above
$1.00  per  pound.

Frontera  also  agreed  to  pay  Azco  a  royalty  of  $0.02 per pound of copper
produced  and  sold  from  the Project during which calendar quarter the average
COMEX  price  is  at  or above $1.20 per pound up until such time as the initial
deferred  payment,  the  subsequent  deferred  payment and the royalty equals in
aggregate  $4,750,000.

Under  the  terms  currently  being  negotiated with two of the Company's former
directors  it  is  possible  that  the  Company  could assign all or part of the
payments  and  royalties  it is due under the Agreement to the former directors.


                                      -18-
<PAGE>
ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
RESULTS  OF  OPERATIONS

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  contains  statements  concerning  trends  and  other forward-looking
information,  within  the  meaning  of  the  federal  securities  laws.  Such
forward-looking  statements are subject to uncertainties and factors relating to
our  operations  and business environment, all of which are difficult to predict
and many of which are beyond our control. We believe that the following factors,
among  others,  could  affect our future performance and cause actual results to
differ  materially from those expressed or implied by forward-looking statements
made  by  us  or on our behalf: (1) our lack of necessary financial resources to
complete  development  of  the mica product and by-products, successfully market
our  mica  product  and  fund  our  other  capital  commitments; (2) the lack of
commercial  acceptance  of  our  mica  product  or  by-products;  (3) changes in
environmental  laws;  (4)  problems  regarding  availability  of  materials  and
equipment;  (5)  failure  of the mica project equipment to process or operate in
accordance  with  specifications,  including  expected  throughput,  which could
prevent  the  project  from  producing  commercially  viable  output;  and  (6)
unfavorable  weather  conditions,  in  particular, high water levels in the Agua
Fria  river  which  could temporarily limit access to the Black Canyon mica mine
site.

References  to "we", "us", "our", and Azco Mining, refer to Azco Mining Inc. and
its  subsidiaries,  on  a  consolidated  basis,  unless  the  context  otherwise
requires.

GENERAL
-------

We  were  formed  in 1988.  In December 1995, we sold our Sanchez copper project
and a 70% interest in our Mexican copper project, the Piedras Verdes Project, to
Phelps  Dodge  Corporation for $40 million.  Principal income since the sale has
been  a  result  of interest earned on the proceeds of the sale of these assets.

We  are  currently  focused  on  the  start up of our facilities to a consistent
production  capacity  designed  to  produce  high  quality  muscovite  mica  and
feldspathic  sand  from  our  100%  owned Black Canyon mica project located near
Phoenix,  Arizona.  The  Company  is seeking financing that will be necessary to
continue  operations.

The Company is aware that it currently is not in compliance with certain listing
requirements  established  by  the  American  Stock Exchange ("AMEX"). Under the
current circumstances we believe that it is possible the Company could be better
served  by  trading  its  common  stock  over  the counter on the bulletin board
established by the National Association of Securities Dealers ("NASD").  We have
initiated  discussions  with  the  NASD  and  the  AMEX as to the possibility of
de-listing from the AMEX and listing our securities on the OTC:BB.


                                      -19-
<PAGE>
RESULTS  OF  OPERATIONS
-----------------------

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

The  Company's  sales  for  the  three  months ended March 31, 2003 were $23,974
compared  to  $31,280  for  the three months ended March 31, 2002.  Sales in the
current  period consisted of approximately $17,000 of plastic pellets and $6,000
of  cosmetic  grade  mica while all sales for the three month period ended March
31,  2002  were  of  cosmetic  grade  mica.

The  net  loss  for the three months ended March 31, 2003 was $3,971,823 ($0.11)
per  share)  compared to a net loss of $ 178,020 ($0.01 per share) for the three
months  ended  March  31,  2002.  The  increased  net loss reflects a $3,291,773
write-down  of  long-lived assets (See Note 11 to Interim Consolidated Financial
Statements)  and lower production costs due to curtailed activity in the current
period  off  set  by  a $998,053 income tax benefit realized in the third fiscal
quarter  of  2002  as  a result of the Job Creation and Worker Assistance Act of
2002.

Production  expense  was  $108,021  for  the  three  months ended March 31, 2003
compared to $452,726 for the three months ended March 31, 2002.  The decrease in
production expense reflects the curtailment of production activity in the second
quarter.

General and administrative expense was $257,684 for the three months ended March
31,  2003  compared  to $350,787 for the three months ended March 31, 2002.  The
decrease in general and administrative expense reflects cost cutting efforts due
to  financial  conditions.

Exploration  expenses  were  $4,500  for  the  three months ended March 31, 2003
compared  to $89,839 for the three months ended March 31, 2002.  The decrease in
exploration  expense  is due to the fact that the Company did not fund its share
of  the  costs associated with the Piedras Verdes project.  Our interest in this
project  has  subsequently  been  sold.  See  Financial  Condition  for  further
information.

The gain on sale of assets was $65,000 for the three months ended March 31, 2003
is  the  result  of  the  sale  of a piece of heavy machinery for operating cash
purposes.

Miscellaneous  expense  was  $73,563  for  the three months ended March 31, 2003
compared  to  $0  for  the  three  months ended March 31, 2002.  The increase in
miscellaneous expense reflects the mark to market adjustments for the conversion
option  associated  with  the  $500,000  convertible  debenture sold to Cornell.


                                      -20-
<PAGE>
NINE  MONTHS  ENDED  MARCH  31,  2003  COMPARED  TO  NINE  MONTHS  ENDED
MARCH  31,  2002

The  Company's  sales  for  the  nine  months  ended March 31, 2003 were $54,799
compared  to  $56,080  for  the  nine months ended March 31, 2002.  Sales in the
current period consisted of approximately $17,000 of plastic pellets, $31,000 of
feldspathic  sand and $6,000 of cosmetic grade mica while all sales for the nine
month  period  ended  March  31,  2002  were  of  cosmetic  grade  mica.

The  net loss for the nine months ended March 31, 2003 was $6,280,661 ($0.18 per
share)  compared  to  a  net  loss of $ 1,428,423 ($0.05 per share) for the nine
months  ended  March  31,  2002.  The  increased  net loss reflects a $3,291,773
write-down  of  long-lived assets (See Note 11 to Interim Consolidated Financial
Statements)  and lower production costs due to curtailed activity in the current
period  off  set  by  a $998,053 income tax benefit realized in the third fiscal
quarter  of  2002  as  a result of the Job Creation and Worker Assistance Act of
2002.

General  and administrative expense was $689,496 for the nine months ended March
31,  2003  compared  to  $796,868 for the nine months ended March 31, 2002.  The
decrease in general and administrative expense reflects cost cutting efforts due
to  financial  conditions.

Exploration  expense  was  $33,559  for  the  nine  months  ended March 31, 2003
compared  to $173,425 for the nine months ended March 31, 2002.  The decrease in
exploration  expense  is due to the fact that the Company did not fund its share
of  the  costs associated with the Piedras Verdes project.  Our interest in this
project  has  subsequently  been  sold.  See  Financial  Condition  for  further
information.

The  gain on sale of assets was $65,000 for the nine months ended March 31, 2003
is  the  result  of  the  sale  of a piece of heavy machinery for operating cash
purposes.

Financial consulting fees were $432,349 for the nine months ended March 31, 2003
compared  to  $0  for  the nine months ended March 31, 2002, these costs reflect
$363,000  for  the  value  of  shares  provided to a financial consultant of the
Company  as  well  as  efforts  to  find suitable financing arrangements for the
Company.

Interest  expense was $733,798 for the nine months ended March 31, 2003 compared
to  $496,047  for  the nine months ended March 31, 2002.  The increase is due to
the amortization of the discount associated with the notes payable and financing
lease  agreement.

Miscellaneous  expense  was  $157,672  for  the nine months ended March 31, 2003
compared  to  $0  for  the  nine  months  ended March 31, 2002.  The increase in
miscellaneous expense reflects the mark to market adjustments for the conversion
option  associated  with  the  $500,000  convertible  debenture sold to Cornell.


                                      -21-
<PAGE>
FINANCIAL  CONDITION
--------------------

As of March 31, 2003, we had unrestricted cash of $9,544.

Net  cash  used in operating activities was $1,688,018 for the first nine months
of  fiscal  2003 as compared to $2,705,260 in the same period of the prior year.
The  decrease was primarily due to a $998,053 income tax benefit realized in the
third  fiscal  quarter  of  2002.

Net cash flows provided by financing activities were $747,915 for the first nine
months  of fiscal 2003 as compared to $3,734,346 in the same period of the prior
year.  The  variance from the same period of the prior year is the result of the
$3,000,000  financing  lease  agreement entered into during the previous period.

The  Company  has suffered recurring losses from operations and assuming it will
continue  to  operate  as  a  going  concern it will require additional funds to
continue  operations.  On  November  4,  2002  the  Company  temporarily  ceased
production at its Black Canyon Mine crushing and concentrating facilities due to
cash  constraints.  Production will start again once adequate financing has been
raised.  Management  is  actively  seeking major financing; however, there is no
assurance  that  these  efforts will be successful or on terms acceptable to the
Company.   These  matters raise substantial doubt about the Company's ability to
continue  as  a  going  concern.  These consolidated financial statements do not
include the adjustments that would be necessary, should the Company be unable to
continue  as  a  going  concern.

In conjunction with the in-depth discussions surrounding a potential sale of all
or  some  portion of the Company's mining assets, the Company determined that an
impairment charge was necessary to more accurately reflect the carrying value of
their  long-lived  assets.  The amount of the impairment charge was based upon a
formal  indication  of willingness to acquire the Company's mining assets during
the third quarter and, accordingly, represents management's best estimate of the
fair  value of these assets.  An impairment charge of $3,291,773 has reduced the
carrying  cost  of  mineral  properties,  plant  and  equipment.

The  Company is currently in default under the terms of the settlement agreement
with  two of its former officers as well as it financing lease agreement.  It is
in  negotiations  for  the resolution of both of these issues.  In addition, the
Company is currently attempting to structure a convertible debenture transaction
as  well  as  a loan secured by the proceeds of current plastic production.  The
proceeds  of  these  bridge-financing  transactions  are  expected to enable the
Company  to  fund  its  immediate cash needs and enable it to continue operating
through  the  closing  of  a  long  term  financing  arrangement.

Long-term  financing arrangements are currently being negotiated with two groups
for the sale of some portion or the entire mica project. Azco expects to reach a
definitive  agreement  in  the  next  month.


                                      -22-
<PAGE>
Once  acceptable funding has been obtained, the Company anticipates a minimum of
$3  million  in  expenditures  of  during  fiscal 2004 to support production and
marketing  of  our  products.  These  requirements  include  costs  for  general
operating  purposes  including planned production, payments due on existing debt
obligations  (including interest costs) and costs associated with the generation
of plastic pellets.  In order to achieve a level of planned production necessary
to  achieve  continued  operations,  the  Company will likely require additional
funding  over  and  above  the  $3  million  during  fiscal  2004.

The  Company  also  anticipates  the  expenditure  of $3.5 million on additional
capital  improvements in fiscal 2004.  These expenses will cover enhancements to
the  sand  plant  facilities including additional rare earth magnets and bagging
equipment  enabling it to sell a much larger portion of its sand production into
the  stucco  and  high-end  sand  markets.

In addition to the capital and operating expenditures anticipated in fiscal 2004
once long term financing has been procured, the Company anticipates expenditures
of  $2.0  in  accrued  obligations  and  debt retirement or restructuring costs.

The  Company has several mica products inventoried and continues its development
of  mica  filled  plastic  pellets  in  conjunction  with three manufacturers of
reinforced  plastics.  During  the current quarter, the Company filled orders of
7,500  lbs.  of  its  mica filled polyethylene masterbatch and has an additional
70,000  lbs.  order  for  the  fourth  quarter  of the current fiscal year.  The
Company  anticipates that its current inventory of mica is sufficient to support
its  continued  plastics  product  development until mica and sand production is
resumed.

There  is  no  assurance that the Company can secure financing by way of a joint
venture or otherwise, and if at all, on terms acceptable to the Company.  Should
such  financing  not  be  arranged within the next few months, then it is likely
that  the  Company  will need to, once again, reassess the carrying value of its
long-lived  assets,  as  the  likelihood  of  recovering  their  value  would be
diminished and a write-down of these assets may be appropriate.  In an effort to
more  accurately reflect the carrying value of its long-lived assets the Company
reduced the carrying value of its long-lived assets by $3,291,773 in the quarter
ended  March  31,  2003.


LEASE  ARRANGEMENTS  AND  CONTRACTUAL  OBLIGATIONS
--------------------------------------------------

Azco  leases  some  heavy equipment.  Certain equipment leases are classified as
capital  leases  and,  accordingly,  the  equipment  and  related obligation are
recorded  on our balance sheet.  The Company was formerly committed to lease its
former  executive  office in Vancouver BC through April 2004. In March 2003, the
lease  was  terminated  and  the  Company  agreed  to  pay a total of $35,200 to
landlord  and  sub-let  tenant  by  September  1,  2003.


                                      -23-
<PAGE>
Currently,  Azco  has  a total of $1,273,145 of short-term notes due and payable
before  March  15,  2004.  In  addition,  the  Company  has  entered  into  a
sale-leaseback  financing  arrangement where it may re-purchase the equipment it
sold  under  this  transaction  in  January  2004  or  thereafter,  but  is  not
contractually  obligated  to  do  so  until  2011.  The  Company is currently in
default under the terms of the financing lease transaction and is in discussions
to  resolve  the  issue.  (See  Note  5  for  additional  information)

In conjunction with the departure of two former executives in October 2000, Azco
entered  into  a  settlement  agreement in June 2002 whereby Azco is required to
make  monthly payments of $10,000, to each director, through June 2004, with the
remaining  balance  of  $90,000 due in July 2004.  The Company has paid $184,906
through  March 31, 2003.  Under the terms of the agreement, Azco was required to
provide  Messrs.  Harvey  and  Lindsay  each with 150,000 shares of unrestricted
common  stock  in  Azco  Mining  Inc.  The  shares were issued in July 2002. The
Company  is currently in default under the terms of the settlement agreement and
is  in  negotiations  for  the  resolution  of  this  matter.

The  following table is provided to detail our contractual obligations and lease
commitments:

<TABLE>
<CAPTION>
                                                       PAYMENTS DUE IN  PAYMENTS DUE IN  PAYMENTS DUE IN  PAYMENTS DUE
                                 PAYMENTS DUE THROUGH      1 YEAR          2-3 YEARS       4-5 YEARS          AFTER
                                     JUNE 30, 2003          2003           2004-2005       2006-2007           2007
                               ---------------------  ---------------  --------------  ------------  ----------------
<S>                            <C>                    <C>              <C>              <C>           <C>
Equipment leases               $              30,478           57,483          27,244             -                 -
Office lease                                       -           36,000               -             -                 -
Settlement payments                          540,000                -               -             -                 -
Notes payable                                 73,145        1,200,000               -             -                 -
Financing lease                              270,000          540,000       1,080,000     1,080,000         6,390,000
                               ---------------------  ---------------  --------------  ------------  ----------------

Total contractual obligations  $             913,623        1,833,483       1,107,244     1,080,000         6,390,000
                               =====================  ===============  ==============  ============  ================
</TABLE>


NEW  ACCOUNTING  PRONOUNCEMENTS
-------------------------------

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets" (SFAS No. 144).  SFAS No. 144 replaces certain
previously  issued  accounting  guidance, develops a single accounting model for
long-lived  assets  other  than  goodwill  and indefinite-lived intangibles, and
broadens  the  framework  previously established for assets to be disposed of by
sale  (whether previously held or newly acquired).  This Statement was effective
as  of  the  beginning  of fiscal 2003 and did not have a material impact on the
Company's  financial  position,  results  of  operations  or  cash  flows.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44,  and 64, Amendments of FASB Statement No. 13, and Technical Corrections"
(SFAS  No.  145).  This  Statement  rescinds SFAS No. 4, SFAS No. 64 and further
clarifies  debt extinguishments, which classify as extraordinary.  Additionally,
SFAS  No.  145  amends  SFAS  No.  13 in order to clarify the accounting for the
treatment  of  lease


                                      -24-
<PAGE>
modifications.  Provisions  of this Statement are effective for fiscal year 2003
and  the pronouncement did not have a material impact on its financial position,
results  of  operations  or  cash  flows.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities". SFAS No. 146 replaces Emerging Task Force
Issue  No.  94-  3,  "Liability  Recognition  for  Certain  Employee Termination
Benefits  and Other Costs to Exit and Activity (including Certain Costs Incurred
in  a  Restructuring)"  (SFAS  No.  146).

The  primary difference from existing guidance is that SFAS No. 146 requires the
recognition  of exit costs at fair value when a liability is incurred, versus at
the  date  of  the  exit plan approval. This Statement is effective for exit and
disposal  activities  of the Company that are initiated after December 31, 2002.
The  Company  has  not historically had significant exit or disposal activities.

On  July  1,  2002, the Company adopted the provisions of Statement of Financial
Accounting  Standards  No.  143,  "Accounting  for Asset Retirement Obligations"
(SFAS  No.  143).  SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs estimated to aggregate approximately $250,000.
Specifically,  the  Statement requires that retirement obligations be recognized
when they are incurred and displayed as liabilities with the initial measurement
being  at  the  present  value  of estimated third party costs. In addition, the
asset  retirement  cost is capitalized as part of the asset's carrying value and
subsequently  allocated  to  expense  over  the  assets  useful  life.

The  asset  retirement  costs  associated  with  the  Mica  project  consist  of
reclamation  of  disturbed  property  as well as the disposal and dismantling of
related  property  and  equipment.  The  Company  previously accounted for these
costs through periodic charges to earnings using the units-of-production method.
The  change  in  accounting  resulted  in a cumulative effect charge to earnings
during  the  period  of  $13,902.  See  Note  9  for  additional  information.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  certain guarantees, a guarantor must recognize a liability for the
fair  value  of an obligation assumed under the guarantee.  FIN 45 also requires
significant new disclosures, in both interim and annual financial statements, by
a  guarantor,  about  obligations  associated  with  guarantees  issued.  FIN 45
disclosure  requirements  are effective for Azco's fiscal quarter ended December
31,  2002  and the initial recognition and measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock-Based
Compensation  -  Transition and Disclosure - an amendment of FAS 123".  SFAS No.


                                      -25-
<PAGE>
148  provides alternative methods of transition for voluntary change to the fair
value  based  method  of  accounting  for stock-based employee compensation.  In
addition,  the  Statement  amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both interim and annual financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of  the  method  used  on reported results.  Azco continues to apply the
intrinsic  value  method  of  accounting  for stock options and will provide the
enhanced  disclosure  requirements  in  its  third  quarter  Form  10-Q.

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  (FIN  46),
Consolidation  of  Variable  Interest Entities, an Interpretation of ARB No. 51.
FIN  46  provides  guidance in determining (1) whether consolidation is required
under the "controlling financial interest" model of Accounting Research Bulletin
No.  51  (ARB  51),  Consolidated  Financial  Statements,  or  other  existing
authoritative  guidance,  or,  alternatively,  (2) whether the variable-interest
model under FIN 46 should be used to account for existing and new entities. Azco
has  considered the guidance in FIN 46 and has determined that it did not have a
material  effect  on its financial position, results of operations cash flows or
note  disclosures  thereto.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting  for  derivative  instruments including certain derivative
instruments  embedded  in  other  contracts,  and  for  hedging activities. This
Statement  clarifies  under  what  circumstances  a contract with an initial net
investment  meets  the  characteristics  of  a  derivative and when a derivative
contains  a financing component that warrants special reporting in the statement
of  cash flows. This statement is generally effective for contracts entered into
or  modified  after  June  30,  2003.  We  are currently analyzing the impact of
adoption  of  SFAS  No.  149  on  our  financial  reporting  and  disclosures.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of  both Liabilities and Equities" (SFAS No.
150).  SFAS  No.  150  establishes  standards  for  how an issuer classifies and
measures  certain financial instruments with characteristics of both liabilities
and  equity.  The  Company is currently evaluating the impact of SFAS No. 150 on
its  balance  sheet.


ITEM  3:     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
             ----------------------------------------------------------------

See June 30, 2002 Form 10-K.


ITEM  4:     CONTROLS  AND  PROCEDURES
             -------------------------

The  Company  maintains  a  system of disclosure controls and procedures that is
designed  to  ensure  information  required  to  be  disclosed by the Company is
accumulated  and  communicated to management in a timely manner.  Management has
reviewed this system of disclosure controls and procedures within 90 days of the
date  hereof,  and  has  concluded  that  the  current  system  of  controls and
procedures  is  effective.

The Company maintains a system of internal controls and procedures for financial
reporting.  Since the date of management's most recent evaluation, there were no
significant  changes  in  internal  controls  or  in  other  factors  that could
significantly  affect  internal  controls.


                                      -26-
<PAGE>
PART  II.  OTHER  INFORMATION
-----------------------------

ITEM  1:     LEGAL  PROCEEDINGS
             ------------------

On  January 22, 1999, the trustee (Petitioner) in bankruptcy proceedings against
Eagle  River  served a petition, in the Quebec Superior Court, District of Hull,
upon  the  Company  in  order to recover assets from the Company. The Petitioner
alleges  that,  through  the  Company's involvement with Eagle River in the Mali
Project,  the Company is guilty of contractual breaches in excess of $4,300,000.
In  management's  opinion, this claim is unfounded although the eventual outcome
of  the  case  is  not yet determinable. No accrual has been made for this claim
because  the  Company  does  not  believe  it  is probable that the case will be
determined  against  the  Company.

On  June  25,  2002  Azco  received  a  demand for arbitration filed by iCapital
Corporation  seeking  $144,000  in relief due to failure to pay under a June 26,
2001 Financial Consulting Agreement.  It is the position of Azco and its counsel
that the contract is void and it is unlikely that iCapital will prevail on their
claim.

In conjunction with the departure of two former executives in October 2000, Azco
entered  into  a  settlement  agreement in June 2002 whereby Azco is required to
make  monthly payments of $10,000, to each director, through June 2004, with the
remaining  balance  of  $90,000 due in July 2004.  The Company has paid $184,906
through  March 31, 2003.  Under the terms of the agreement, Azco was required to
provide  Messrs.  Harvey  and  Lindsay  each with 150,000 shares of unrestricted
common  stock  in  Azco  Mining  Inc.  The  shares were issued in July 2002. The
Company  is currently in default under the terms of the settlement agreement and
is  in  negotiations  for  the  resolution  of  this  matter.

                                   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.

                                                  AZCO  MINING  INC.
                                          ----------------------------------
                                                    (Registrant)

Date:  June 9, 2003                       BY:    /s/  Lawrence  G.  Olson
     --------------                              ------------------------
                                                 Lawrence G. Olson
                                                 CEO, President and Chairman


Date:  June 9, 2003                       BY:    /s/  Ryan  A.  Modesto
     --------------                              ----------------------
                                                 Ryan A. Modesto
                                                 Vice President Finance,
                                                 Corporate Secretary


                                      -27-
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly Report of Azco Mining Inc. (the "Company") on
Form  10-K  for  the period ended June 30, 2002 as filed with the Securities and
Exchange  Commission on the date hereof (the "Report"), each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002,  that  to  his  knowledge:

1.     The  Quarterly  Report  on Form 10-Q for the quarterly period ended March
31,  2003  as  filed  with  the  Securities  and Exchange Commission on the date
hereof,  fully  complies  with the requirements of Section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934;  as  amended;  and

2.     The information contained in the Quarterly Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

                                      /s/ Lawrence G. Olson
                                      ------------------------------------------
                                      Lawrence G. Olson, Chief Executive Officer

                                      /s/ Ryan Modesto
                                      ------------------------------------------
                                      Ryan Modesto, Vice President Finance


                                      -28-
<PAGE>
Certifications
--------------

I, Lawrence G. Olson, Chief Executive Officer, certify that:

     l.   I  have  reviewed  this  quarterly  report on Form 10-Q of AZCO Mining
          Inc.;

     2.   Based  on  my  knowledge,  this  quarterly report does not contain any
          untrue  statement  of a material fact or omit to state a material fact
          necessary  to  make the statements made, in light of the circumstances
          under  which such statements were made, not misleading with respect to
          the  period  covered  by  this  quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in this quarterly report, fairly present in all
          material  respects  the financial condition, results of operations and
          cash  flows of the registrant as of, and for, the periods presented in
          this  quarterly  report;

     4.   The  registrant's  other  certifying officer and I are responsible for
          establishing  and  maintaining  disclosure controls and procedures (as
          defined  in  Exchange  Act Rules 13a-14 and 15d-14) for the registrant
          and  have:

          a)   designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

     5.   The  registrant's other certifying officer and I have disclosed, based
          on  our  most  recent evaluation, to the registrant's auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing  the  equivalent  functions):

          a)   all  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          b)   any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  there were significant changes in internal
          controls  or in other factors that could significantly affect internal
          controls  subsequent  to  the  date  of  our  most  recent evaluation,
          including  any  corrective  actions  with  regard  to  significant
          deficiencies  and  material  weaknesses.

June 9, 2003

/s/  Lawrence  G.  Olson
------------------------
_________________________
Chief  Executive  Officer


                                      -29-
<PAGE>
I, Ryan Modesto, Vice President Finance, certify that:

     l.   I  have  reviewed  this  quarterly  report on Form 10-Q of AZCO Mining
          Inc.;

     2.   Based  on  my  knowledge,  this  quarterly report does not contain any
          untrue  statement  of a material fact or omit to state a material fact
          necessary  to  make the statements made, in light of the circumstances
          under  which such statements were made, not misleading with respect to
          the  period  covered  by  this  quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in this quarterly report, fairly present in all
          material  respects  the financial condition, results of operations and
          cash  flows of the registrant as of, and for, the periods presented in
          this  quarterly  report;

     4.   The  registrant's  other  certifying officer and I are responsible for
          establishing  and  maintaining  disclosure controls and procedures (as
          defined  in  Exchange  Act Rules 13a-14 and 15d-14) for the registrant
          and  have:

          a)   designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

     5.   The  registrant's other certifying officer and I have disclosed, based
          on  our  most  recent evaluation, to the registrant's auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing  the  equivalent  functions):

          a)   all  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          b)   any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  there were significant changes in internal
          controls  or in other factors that could significantly affect internal
          controls  subsequent  to  the  date  of  our  most  recent evaluation,
          including  any  corrective  actions  with  regard  to  significant
          deficiencies  and  material  weaknesses.

June 9, 2003

/s/  Ryan  Modesto
------------------
________________________
Vice  President  Finance


                                      -30-
<PAGE>