FORM 10-QSB/A
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A

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

(  ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT

|THOR VENTURES CORP.
(Exact Name of Registrant as specified in its charter)                       
|-------------------------------------------------------------------------------------------------
|                                                                                                 
|Florida
(State or other jurisdiction
of incorporation or organization)                           
|                                                                                                 
|1818-1177 West Hastings Street, Vancouver,
B.C.  V6E 2K3
(Address of principal executive offices)
|                                                                                                 
|(604) 602-1717
(Issuer's telephone number)                                                       

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X      No



State number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: May 7, 2001 - 7,348,000.

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|INDEX  
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|Part I 
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|Part II
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PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

|THOR VENTURES CORP.
(A Development Stage Company)INTERIM BALANCE SHEET
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|ASSETS                                                                
|Current                                                               
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|Fixed assets                                                          
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|LIABILITIES AND STOCKHOLDERS' EQUITY                                  
|Current                                                               
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|Stockholders' equity                                                  
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|Subsequent events (Note 4)                                            
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|On behalf of the Board:                                               
|/s/ Nora Coccaro                                                      

The accompanying notes are an integral part of these
financial statements

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|THOR VENTURES CORP.(A Development Stage Company)INTERIM STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2001
(unaudited)
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|General and administrative expenses                                                                                                                                                                                     
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|Total general and administrative expenses                                                                                                                                                                               
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|Operating loss                                                                                                                                                                                                          
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|Other income (expense)                                                                                                                                                                                                  
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|Total other expense                                                                                                                                                                                                     
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|Loss before extraordinary item                                                                                                                                                                                          
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|Extraordinary item                                                                                                                                                                                                      
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|Net loss                                                                                                                                                                                                                
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|Basic loss per share before extraordinary item                                                                                                                                                                          
|Extraordinary item                                                                                                                                                                                                      
|Basic loss per share                                                                                                                                                                                                    
|Weighted average number of common shares
outstanding                                                                                                                                                                    

The accompanying notes are an integral part of these
financial statements

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|THOR VENTURES CORP.(A Development Stage Company)INTERIM STATEMENT OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2001
(unaudited)
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|Cash flows from operating activities                                                                                                                                                                                   
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|Net cash used in operating activities                                                                                                                                                                                  
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|Cash flows from investing activities                                                                                                                                                                                   
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|Net cash used in investing activities                                                                                                                                                                                  
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|Cash flows from financing activities                                                                                                                                                                                   
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|Net cash provided by financing activities                                                                                                                                                                              
|Increase in cash and cash equivalents                                                                                                                                                                                  
|Cash and cash equivalents, beginning of
period                                                                                                                                                                         
|Cash and cash equivalents, end of period                                                                                                                                                                               
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The accompanying notes are an integral part of these
financial statements

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THOR VENTURES CORP.(A Development Stage Company)NOTES TO THE FINANCIAL STATEMENTSMARCH 31, 2001
(unaudited)



Note 1.     Statement of Information
Furnished

The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form 10QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
2001, and the results of operations and cash flows for the three months ended
March 31, 2001 and 2000.  These results have been determined on the basis of
generally accepted accounting principles and practices and applied consistently
with those used in the preparation of the Company's 2000 Annual Report on Form
10-KSB.

Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that the
accompanying financial statements be read in conjunction with the accompanying
financial statements and notes thereto incorporated by reference in the
Company's 2000 Annual Report on Form 10-SB.

Note 2.     Going Concern, Financial Results and
Liquidity

To date, we have not been profitable. We face all the risks common to
companies in their early stages of development, including undercapitalization
and uncertainty of funding sources, high initial expenditure levels and
uncertain revenue streams, an unproven business model, and difficulties in
managing growth. Our recurring losses raise substantial doubt about our ability
to continue as a going concern. Our financial statements do not reflect any
adjustments that might result from the outcome of this uncertainty. The Company
expects to incur losses as it expands its businesses and will require additional
funding during 2001. The satisfaction of our cash requirements hereafter will
depend in large part on our ability to successfully raise capital from external
sources to fund operations. We do not expect that sufficient cash will be
generated from operations to fund our growth for the foreseeable future. As a
result, we expect to aggressively pursue additional sources of funds, the form
of which will vary depending upon prevailing market and other conditions and may
include a sale transaction or the issuance of equity securities.

The Company has explored the possibility of selling or merging with another
Company. Although the Company has not entered into any binding agreement to
effect such a transaction, the board of directors of the Company does consider
such offers and would consider all of the terms of any such offer as part of its
fiduciary duty to determine whether any such transaction is in the best interest
of the Company's stockholders. If our board of directors does determine that a
sale or merger of the Company is in the best interests of the Company's
stockholders, our board of directors may determine to pursue such a transaction
and the consideration to be paid in connection with such transaction would be
used to expand our business and fund future operations. We cannot assure you
that we will be able to raise funds through a sale or equity transaction, or if
such funding is available, that it will be on favorable terms. Our common stock
is currently traded on the over-the-counter market on an electronic bulletin
board established for securities that do not meet Nasdaq listing requirements or
in what are commonly referred to as the "pink sheets."

Note 3.     Per Share of Common Stock

Basic earnings or loss per share is based on the weighted average number of
common shares outstanding. Diluted earnings or loss per share is based on the
weighted average number of common shares outstanding and dilutive common stock
equivalents. All earnings or loss per share amounts in these financial
statements are basic earnings or loss per share as defined by SFAS No. 128,
"Earnings Per Share." Diluted weighted average shares outstanding exclude the
potential common shares from options because to do so would be antidilutive.

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THOR VENTURES CORP.(A Development Stage Company)NOTES TO THE FINANCIAL STATEMENTSMARCH 31, 2001
(unaudited)

Subsequent to March 31, 2001, share purchase warrants for 360,000 shares
of common stock of the Company were exercised at $0.30 per share, or
$108,000 in exchange for certain accounts payable, loans payable and
accrued interest payable.

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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION



When used in this discussion, the words "believes," "anticipates," "expects,"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.  Actual results, performance or achievements
could differ materially from those anticipated in such forward looking
statements as a result of numerous factors, including but not limited to the
Company's ability to continually expand its subscriber base and opt-in email
lists, market its services to potential advertisers, the regulatory environment
in which the Company operates, future acceptance of its services and other
factors described in the company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, in this report, as well as the Company's periodic
reports on Forms 10-KSB, 10QSB and 8-K filed with the Securities and Exchange
Commission.

Plan of Operation.



The Company is a development-stage company and has no
current business operations and, as of March 31, 2001, the Company had
only $9,646 in assets.



A number of investment opportunities were under
consideration for possible acquisition. Efforts are ongoing to find a
suitable investment opportunity for the Company.



Cash Requirements



Funds required for the day to day business as well as
the costs to investigate business opportunities are being made available
from current shareholders and consultants.  Repayments can be made in cash
or by compensation in common stock. Once acquisitions are considered, the
Company will have to raise required cash for such venture or negotiate a
share per share settlement.  Such arrangements would be subject to
shareholders approval.



Results of the first quarter



During the first quarter of the 2001 fiscal year ending
March 31, 2001, the Company financed its operating expenses of $255,223
mainly through the issuance of common stock for services rendered
($200,000) and refinancing of loans from shareholders (see note 4 of the
attached financial statements). Cash increased by $6,404. The loss
represents an increase of 424% over 2000 expenses mainly due to increased
consulting fees paid to identify investment opportunities for the
Company.



The total deficit accumulated during the development
stage of the Company totals $1,853,149.



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The Company seeks to effect a merger or acquisition of
an entity with an existing business.  If and when a target for acquisition
is identified, the Company anticipates that it will incur travel expenses
and other expenses in connection with meeting such a candidate should
discussion for merger or acquisition progress and the candidate appear
suitable to the Company.



We have no immediate or forseeable need for additional
funding, from sources outside of our circle of shareholders, during the
next twelve months. The expenses of our audit, legal and professional
requirements, (including expenses in connection with complying with the
Securities Exchange Act of 1934) have been and continue to be advanced by
our shareholders and management. No significant cash or funds are required for
our Management to evaluate possible transactions. While the Company's
management believes that it will not be necessary for management to engage
in costly search procedures, there can be no assurance that the Company will not
incur significant costs and delays.



In the event, consistent with the expectation of
management, that no combination is made within the next twelve months, we
may be forced to deal with customary minimal costs involved in maintenance
of corporate franchise and filing reports as may be required under the
Securities Exchange Act of 1934.  Should this become necessary, the maximum
amount of such advances is estimated not to exceed $20,000. These expenses
would involve legal and auditing expenses.  It is possible that any
advances by Management may be paid by issuing shares of the Company's
common stock.  If further auditing is required, such auditing services by
the Independent Auditor may not be the subject of deferred
compensation.

We have no other sources of interim maintenance funding,
except for the possibility of Management or if existing shareholders elect
to invest or advance additional funds.



We have no present business or business plan other than
to seek a profitable business combination, most likely in a reverse
acquisition or similar transaction. Accordingly, our plan is to seek one or
more profitable business combinations or acquisitions to secure
profitability for shareholders. We continue to focus our efforts on
selecting a business combination candidate.  We are not currently
undertaking any efforts to raise additional capital and none are currently
contemplated before merger, acquisition, or combination is announced, and
then any such capital formation would be offered to investors based upon
the assets and businesses to be acquired, and not on us in our present
condition, without businesses, revenues, or income producing assets.



It is virtually impossible that we can attract capital
before we identify an acquisition target.  It is likely that we can attract
capital when we have done so, based upon the attractiveness of businesses
and assets to be acquired. After such an acquisition our corporate
personality would become the personality of the businesses we might
acquire, such that investors then would evaluate that business and not our
pre-acquisition condition.



While we do not foresee any contingencies which would
inhibit the Company from fulfilling our filing and reporting obligations
under the Act, we seek to provide accessible public information to
interested parties, and also specifically to maintain our qualification for
trading of our common stock on the OTC Electronic Bulletin Board.

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PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

None.

Item 2.     Changes in Securities

On January 11, 2001, the Company issued 254,000 shares of common stock at
$0.50 per share for cancellation of notes payable of $127,000.

On January 14, 2001, the Company issued 200,000 shares of common stock at
$1.00 per share for services rendered, or $200,000.

On March 27, 2001, the Company issued 124,000 shares of common stock at
$0.30 per share for settlement of a portion of accounts payable of $37,200.

Item 3.     Defaults Upon Senior Securities

None

Item 4.     Submissions Of Matters To A Vote Of
Security Holders

None

Item 5.     Other Information

None

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

Form 8-K filed on March 13, 2001 regarding the dismissal of Davidson
& Co. and the appointment of Clancy & Co. P.L.L.C as the Company's
independent accountants.

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 of the
undersigned thereunto duly authorized.

|Thor Ventures Corp.
(Registrant) |                       
|-------------------------------- | ----------------------
|By:                              | /s/ Nora Coccaro      
|                                 | Nora Coccaro
President
|                                 |                       
|May 11, 2001                     |                       

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