<PAGE> 1
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C.  20549

                                 FORM 10-QSB


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

     For the Quarter Ended:   March 31, 2001

[ ]     Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934

        For the Transition Period from _____________ to ____________

                    Commission File Number   0-25873
                                             -------

                       POWERBALL INTERNATIONAL, INC.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)

          Utah                                             84-1431425
-------------------------------                    --------------------------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
 incorporation or organization)

                2095 West 2200 South, West Valley City, Utah 84119
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (801) 974-9120
              ----------------------------------------------------
              (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.

(1)  Yes X    No     (2)  Yes X     No
        ---     ---          ---      ---

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

Common Stock, Par Value $0.001                          3,451,500
--------------------------------                ----------------------------
       Title of Class                           Number of Shares Outstanding
                                                as of March 31, 2001
<PAGE>
<PAGE> 2
                         PART I FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS

                   POWERBALL INTERNATIONAL, INC. & SUBSIDIARY


                            FINANCIAL STATEMENTS
                                (UNAUDITED)


     The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made.  These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.


<PAGE>
<PAGE> 3

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

CONSOLIDATED BALANCE SHEETS

ASSETS                                     March 31,       December 31,
                                             2001             2000
                                         -----------       -----------
CURRENT ASSETS
     Cash in bank                        $   184,891       $   298,069
     Due from stockholder                      6,294             6,294
     Supplies                                  1,043             1,043
                                         -----------       -----------
          Total Current Assets               192,228           305,406
                                         -----------       -----------
PROPERTY AND EQUIPMENT
     Equipment                                 7,770             7,770
     Leasehold improvements                   28,092            20,596
                                         -----------       -----------
                                              35,862            28,366
     Less accumulated depreciation           (11,873)          (11,157)
                                         -----------       -----------
                                              23,989            17,209
                                         -----------       -----------
OTHER ASSETS
     Patents and assigned technology,
      net of amortization of $4,392
      and $3,904                              20,639            21,128
                                         -----------       -----------
          Total Other Assets                  20,639            21,128
                                         -----------       -----------
TOTAL ASSETS                             $   236,856       $   343,743
                                         ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                    $    17,214       $    19,724
     Accrued and deferred liabilities          1,707            11,964
                                         -----------       -----------
          Total Current Liabilities           18,921            31,688
                                         -----------       -----------
STOCKHOLDERS' EQUITY
     Common stock; $.001 par value,
      25,000,000 shares authorized,
      3,451,500, and 3,276,500 shares
      issued and outstanding
      respectively                             3,451             3,276
     Capital in excess of par value        1,893,843         1,284,018
      Subscription receivable               (550,000)             -
     Earnings (deficit) accumulated
      during the development stage        (1,129,359)         (975,239)
                                         -----------       -----------
          Total Stockholders' Equity         217,935           312,055
                                         -----------       -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                  $   236,856       $   343,743
                                         ===========       ===========

The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 4

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF OPERATIONS

                                            For the    For the     (Deficit)
                                           3 months    3 months   Accumulated
                                             Ended      Ended      During the
                                           March 31,   March 31,  Development
                                             2001       2000        Stage
                                          -----------  ----------  ----------
REVENUE                                   $      -     $     -     $     -
                                          -----------  ----------  ----------
EXPENSES
 Equity in loss from limited
  liability company                              -         56,384     446,549
 General and administrative                    19,927       4,063     112,808
 Professional fees                             11,797       3,400     158,545
 Depreciation and amortization expense          1,204        -         11,484
 Research and development                     123,371        -        397,440
                                          -----------  ----------  ----------
                                              156,299      63,847   1,126,826
                                          -----------  ----------  ----------
OPERATING LOSS                               (156,299)    (63,847) (1,126,826)
                                          -----------  ----------  ----------
OTHER INCOME AND EXPENSE
 Interest income                                2,181         190      11,992
 Limited sales of tanks, net of direct
  production costs of $1,046                     -           -         13,003
                                          -----------  ----------  ----------
INCOME (LOSS) BEFORE INCOME TAXES            (154,118)    (63,657) (1,101,831)
 Minimum State franchise tax                     -           -            300
                                          -----------  ----------  ----------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                  (154,118)    (63,657) (1,102,131)

Cumulative effect of accounting change
 for organization costs                          -           -        (27,226)
                                          -----------  ----------  ----------
NET INCOME (LOSS)                         $  (154,118) $  (63,657)$(1,129,357)
                                          ===========  ==========  ==========
EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                         $     (0.05) $    (0.04) $    (0.83)
                                          ===========  ==========  ==========
CUMULATIVE EFFECT OF ACCOUNTING CHANGE    $     (0.00) $    (0.00) $    (0.02)
                                          ===========  ==========  ==========
EARNINGS (LOSS) PER SHARE                 $     (0.05) $    (0.04) $    (0.85)
                                          ===========  ==========  ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES    3,312,556   1,440,538   1,329,338
                                          ===========  ==========  ==========

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<PAGE> 5

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            For the    For the     Cumulative
                                           3 months    3 months    During the
                                           March 31,   March 31,   Development
                                             2001       2000        Stage
                                          -----------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss)                               $  (154,118) $  (63,657)$(1,129,357)

 Adjustments to reconcile net (loss) to
  net cash provided by operating
  activities
 Cumulative change in accounting principle       -           -         27,226
 Stock issued for services                       -           -         75,000
 Decrease in investment in limited
  liability company                              -         56,384     446,548
 Depreciation and amortization                  1,204        -         11,484
 Changes in assets and liabilities
   Decrease in supplies                          -           -            (71)
   Increase in organization costs                -           -        (28,465)
   Decrease in accounts payable                (2,510)      (807)      (4,704)
   Decrease in accrued expenses               (10,257)      -          (8,482)
                                          -----------  ----------  ----------
   Net cash (used) by operating
    activities                               (165,681)     (8,080)   (610,821)
                                          -----------  ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of joint venture partner
  - net of cash                                  -           -        17,016
 Related party loans                             -        (75,000)  (509,000)
 Investment in limited liability company         -           -      (250,000)
 Purchase of equipment and leasehold
  improvements                                 (7,497)       -        (9,740)
 Additional patent costs                         -           -        (5,516)
                                          -----------  ----------  ----------
   Net cash provided (used) by
    investing activities                       (7,497)    (75,000)  (757,240)
                                          -----------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Sale of common stock                          60,000      70,000   1,597,500
 Direct costs of stock sale                      -           -        (44,548)
                                          -----------  ----------  ----------
   Net Cash Provided By Financing
    Activities                                 60,000      70,000   1,552,952
                                          -----------  ----------  ----------
NET INCREASE (DECREASE) IN CASH              (113,178)    (13,080)    184,891

CASH - BEGINNING OF PERIOD                    298,069      79,190        -
                                          -----------  ----------  ----------
CASH - END OF PERIOD                      $   184,891  $   66,110  $  184,891
                                          ===========  ==========  ==========

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<PAGE> 6

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                            For the    For the     Cumulative
                                           3 months    3 months    During the
                                           March 31,   March 31,   Development
                                             2001       2000        Stage
                                          -----------  ----------  ----------
SUPPLEMENTAL INFORMATION
 Interest paid during the period          $      -     $     -     $     -
                                          ===========  ==========  ==========

 Income taxes paid during the period      $      -     $     -     $     -
                                          ===========  ==========  ==========
 Stock issued to pay royalties and
  expenses of related entity              $      -     $     -     $   97,000
                                          ===========  ==========  ==========

 Stock issued to pay finders fee          $    60,000  $     -     $  100,000
                                          ===========  ==========  ==========

 Stock issued to acquire Powerball
  Industries, Inc.                        $      -     $     -     $ (370,658)
                                          ===========  ==========  ==========




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




<PAGE>
<PAGE> 7

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE   1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  -  The Company was incorporated on July 9, 1997 under the laws
of the State of Utah. At the present time, the Company and its subsidiary are
in the development stage. The Company was formed for the purpose of raising
capital to invest in a joint venture which acquired a license to certain
technology relating to the production of hydrogen, to generate hydrogen for
sale, and to market hydrogen generating equipment and products. During the
beginning of the second quarter ended June 30, 2000, the Company acquired the
remaining 50% interest in Powerball Technologies, LLC, for 1,500,000 shares of
the Company's common which was issued to the other joint interest member. At
that time, Powerball Technologies, LLC became a wholly owned subsidiary of the
Company.  The Company, through its  wholly owned subsidiary and prior to the
year 2000 its joint venture, is involved in research and development efforts
of commercializing the technology.

Consolidation policy  -  Prior to the acquisition , the Company accounted for
its investment in the Limited Liability company using the equity method of
accounting. The acquisition has been accounted for using the purchase method
of accounting.   The consolidated balance sheet, statement of operation, and
statement of cash flows at March 31, 2001 and December 31, 2000, include the
accounts of Powerball International, Inc. (Company) and its wholly-owned
operating subsidiary, Powerball Technologies, LLC.  The consolidated statement
of operation and statement of cash flows at March 31, 2000, excludes the
Powerball Technologies, LLC's financial information because the acquisition
was consummated in the second quarter of 2000.  Intercompany transactions and
balances have been eliminated in consolidation.

Amortization of Organization Costs  -  The Company was amortizing its
organization costs over a  sixty (60) month period using the straight-line
method.  In 1998, the Accounting Standards Executive Committee (AcSEC) of the
American Institute of Certified Public Accountants issued Statement of
Position (SOP) 98-5. "Reporting on the Costs of Start-up Activities."  The SOP
requires costs of start-up activities and organization costs to be expensed as
incurred.  During 1999, the Company adopted the SOP and recognized a charge
for the cumulative effect of accounting change of $27,226.

Intangible Asset - At the time of the acquisition, the patent technology held
by the joint venture was assigned to the Company and was recorded at the
historical cost as recorded on the books of the Subsidiary. This cost plus
additional costs related to the technology obtained is being amortized over
ten years on a straight-line basis.

Income Taxes  -  The Company provides for income taxes based on the liability
method, which required recognition of deferred tax assets and liabilities
based on differences between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that are expected to be
in effect when the differences are expected to reverse.

Use of Estimates - The preparation of financial statements in conformity with
the generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.

<PAGE>
<PAGE> 8

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTE   1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents  -  For purposes of the statement of cash flows, the
Company considers all investment instruments purchased with a maturity of
three months or less to be cash equivalents.  The Company had no noncash
financing activities for the three months ended March 31, 2001 and the year
ended December 31, 2000.

Net Income (Loss) Per Common Share - Basic earnings (loss) per common share
(EPS) is calculated by  dividing net income (loss) for the period by the
weighted average number of the Company's common shares outstanding and, if
applicable, EPS is computed by dividing net income by diluted common
equivalent shares from stock options and warrants, as calculated using the
treasury stock method.

Fully diluted earnings per common share reflect the calculation of the number
of common equivalent shares based on the stock price at the end of the period.
Fully diluted per common share amounts are not reported because the Company
has had losses for every period since inception and thus a diluted earnings
per share computation would be antidilutive for March 31, 2001 and December
31, 2000.  Per Financial Accounting Statement No. 128 if there is a loss from
continuing operations, diluted EPS is the same as basic EPS.

Issuance of Shares for Services and Other Expenses  -  Valuation of shares
issued for royalties, services and expenses of the Company and in behalf of
its joint venture partner, prior to its acquisition,  were based on the fair
market value of the above items at the time of issuance


NOTE   2  -  RECEIVABLE - RELATED PARTY

The receivable from related party was an unsecured non-interest bearing loan,
which had no repayment terms.   The Company now accounts for the related party
loan as an intercompany transfer and is eliminated in consolidation.  The
receivable was due from Powerball Technologies, LLC ( A Development Stage
Company).  Powerball International, Inc. was a 50% owner of Powerball
Technologies, LLC, until the second quarter 2000 merger.


NOTE  3  -  BUSINESS COMBINATION

The Company in the second quarter ended June 30, 2000 completed its plan of
merger with Powerball Industries, Inc. (PIC) in a business combination
accounted for as a purchase.  The Company acquired the net assets of PIC for
1,500,000 shares of the Company's common stock.  PIC's only business activity
was its joint interest investment in Powerball Technologies, LLC.   The merger
caused Powerball Technologies, LLC (Tech) to become a wholly-owned subsidiary
of the Company.  The results of operations of Tech is included in the
financial statements since the first day of the quarter ended June 30, 2000.
The merger was recorded at historical cost values and thus there is no
amortization of the cost of the merger over the fair value of the net assets
of PIC.

<PAGE>
<PAGE> 9

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTE   4  -  INVESTMENT IN LIMITED LIABILITY COMPANY

The Company and Powerball Industries, Inc. formed a limited liability company
called Powerball Technologies, LLC (LLC) to license the Technology; to further
develop the Technology; to build a sodium hydride pellet recycling plant; to
manufacture tanks in which hydrogen is generated; to demonstrate the
commercial viability of the Technology; and to commercialize the Technology.
Powerball Industries, Inc. assigned the Technology License to the LLC for a
50% ownership interest in the LLC. The Company invested $250,000 in the LLC
for a 50% ownership interest.  The LLC is a development Stage Company.  For
the quarter ended March 31, 2000, equity in the loss of the LLC was recognized
in the Company's financial statements.


NOTE   5  -  STOCK OFFERINGS AND COMMON STOCK TRANSACTIONS

On December 31, 1997, the Company successfully completed a public offering of
400,000 shares of its $.001 par value common stock for $400,000 less offering
costs of $40,000.

During March and April 1999, the Company completed a private placement of
400,000 Units consisting of one share of restricted Common Stock at $.50 per
share and 1 Warrant for 1 share of restricted Common Stock exercisable at
$1.00 per share.  The Warrants expire March and April of 2002. Direct costs of
the offering were $1,638.  During  December 1999, the Company completed a
second private placement of 120,000 Units consisting of one share of
restricted Common Stock at $1.00 per share and 1 Warrant for 1 share of
restricted Common Stock exercisable at $1.00 per share.  The Warrants expire
December 2001.  The Units were sold to Officers and Directors of the Company.
At December 31, 1999, of the above Warrants 100,000 had been exercised.
Subsequent to year end an additional 80,000 shares have been exercised.

Also during 1999, the Company issued a total of 14,000 shares of its common
stock to a vendor to pay for services rendered at a  value of $52,000 and
15,000 common shares to pay for royalties owed by the LLC which were valued at
$45,000.  The Company had a Stock Subscription receivable of $50,000 connected
with the private placement of its  Common Stock  in December 1999.  During the
year ended December 31, 2000, the $50,000 was received and the subscription
receivable was satisfied

In July 2000, the Company successfully completed a private placement offering
of 110,000 units at $4.00 per unit, consisting of one common share and one
common share warrant, (exercise price $6.00 and expire July 11, 2002), of its
$.001 par value common stock for $440,000. less offering costs of $42,030, for
a net of $397,970.  From February to November 2000, warrants for 267,500
shares of common stock were exercised at $1.00 per share for a total amount of
$267,500. Costs of exercising the warrants was $880.

On January 22, 2001, the Company completed  a subscription agreement for a
private placement of 150,000 units at $4.00 per unit, each unit consisting of
1 unit of common stock and 1 warrant to purchase 1 share of stock at an
exercise price of $6.00, exercisable for two years from the date of issuance.
The total subscription price was $600,000 and was paid by the issuance of a
promissory note for the same amount.  The note is to be paid in monthly
installments of $50,000, $50,000, $50,000, $100,000, $150,000 and $200,000 at
the end each month starting with February 2001.   The note is unsecured,


<PAGE>
<PAGE> 10

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTE   5  -  STOCK OFFERINGS AND COMMON STOCK TRANSACTIONS (Continued)

carries no interest and is subject to prepayment.  The shares under this
subscription will be held in escrow until the note is satisfied.   As of March
31, 2001 the subscription receivable has a balance of $550,000.  In connection
with the private placement, the Company paid a finder's fee to an individual
consisting of 15,000 shares of restricted common stock and a warrant to
purchase up to 15,000 shares of common stock on the same terms as the above
private placement warrants.  This fee was treated as a direct cost of the
private placement.

From January to March 2001, warrants for 10,000 shares of common stock were
exercised at $1.00 per share for a total amount of $10,000.


NOTE   6 -  INCOME TAXES

Due to losses at December 31, 2000 and 1999, the Company had no income tax
liability and thus no provision for taxes was recorded.  The Company had a
deferred tax benefit of $3,368 derived from the amortizing of organization
costs for tax reporting and expensing of organization costs for financial
reporting purposes.  At December 31, 2000, the Company has a net operating
loss carryforward of approximately $965,332 which will expire between the
years 2012 and 2020.  A Valuation allowance of $331,581 has been established
for those tax credits which are not expected to be realized.  The change in
the valuation allowances for 2000 was $134,406.

The Subsidiary which is a Limited Liability Company is not a tax paying entity
for Federal or State income tax purposes and, thus, no income tax expense has
been recorded. Instead, its earnings and losses since the merger are included
in the Parent's  income tax return.


NOTE  7  -  RELATED PARTY TRANSACTIONS

At March 31, 2001, a stockholder owed the Company $6,294 on a non-interest and
non-secured short-term advance.

<PAGE>
<PAGE> 11

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
This report may contain "forward-looking" statements.  Examples of forward-
looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of the Company or its management or Board of Directors; (c) statements of
future economic performance; (d) statements of assumptions underlying other
statements and statements about the Company and its business relating to the
future; and (e) any statements using the words "anticipate," "expect," "may,"
"project," "intend" or similar expressions.

General
-------
General
-------
Powerball has completed the construction of its pilot sodium plant in Salt
Lake City, Utah.  The pilot plant has successfully produced small quantities
of metallic sodium.  Powerball is in the process of fine tuning and scaling up
operations to meet the anticipated commercial demand.  Powerball is currently
in discussions and working out specifics for a number of demonstration
projects for its Hydrogen On Demand Generators.  These projects include
powering an environmental research submarine focused on global warming
research, building a hydrogen refueling station for fuel cell vehicles and a
fuel cell powered bicycle.

The Company in the second quarter ended June 30, 2000 completed its plan of
merger with Powerball Industries, Inc. ("PIC").  The Company acquired the net
assets of PIC for 1,500,000 shares of the Company's common stock.  PIC's only
business activity was its joint interest investment in Powerball Technologies,
LLC.   The merger caused Powerball Technologies, LLC ("Tech") to become a
wholly-owned subsidiary of the Company.  Prior to the acquisition of the
remaining 50% of its joint venture, Powerball accounted for its investment in
the joint venture using the equity method of accounting. The acquisition has
been accounted for using the purchase method of accounting. At March 31, 2001,
the consolidated financial statements include the accounts of Powerball and
its now wholly-owned operating subsidiary.  The consolidated financial
statements at March 31, 2000 excludes the subsidiary's financial information
because the acquisition was consummated in the second quarter of 2000.
Intercompany transactions and balances have been eliminated in consolidation.
Research and development expenses for the subsidiary are treated as a separate
line item at March 31, 2001 under "Operating Expenses" as opposed to March 31,
2000 when similar expenses were included in the line item as "Equity in loss
from limited liability company."

Results of Operations
---------------------
Three Months Ended March 31, 2001 compared with March 30, 2000
--------------------------------------------------------------
Revenues.  Powerball expects that initial revenues will be generated primarily
by its Plant through the production of sodium.  Additional revenues may be
derived from the licensing of the Technology and/or manufacturing and sale of
hydrogen generation systems. Powerball had no revenues for the three months
ended March 31, 2001 and 2000, respectively, and has had no revenues since
July 9, 1997 ("Inception").

<PAGE>
<PAGE> 12

Operating Expenses.  For the three months ended March 31, 2001, the Company
had total operating expenses of $156,299, compared to $63,847 for the three
months ended March 31, 2000.  The increase in operating expenses is
attributable primarily to an increase in research and development costs of
$66,987, and increases of $15,864 and $8,397 general and administrative
expenses and professional fees, respectively, for the three month period.  The
increase in general and administrative expenses and research and development
costs reflects the Company's acquisition of 100% ownership of Tech and
consequent responsibility for all the costs associated with Tech. In the next
twelve months, the Company anticipates that operating costs will increase due
to additional staffing and research and development expenses.

Other Income.  Other income for the three month period ended March 31, 2001
consisted of $2,181 of interest income, compared with $190 of interest income
for the three months ended March 31, 2000.

The Company experienced a net loss of $154,118 for the three months ended
March 31, 2001 compared with a net loss of $63,657 for the three months ended
March 31, 2000.  The Company's net loss since inception has been $1,129,357.
The net loss per share for the three months ended March 31, 2001 was $0.05,
based on the weighted average number of shares outstanding of 3,312,556
shares, compared to $0.04 based on weighted average number of shares
outstanding of 1,440,538 at March 31, 2000.  The net loss per share since
inception has been $0.85, based on the weighted average number of shares
outstanding of 1,329,338.

Liquidity and Capital Resources
-------------------------------
In connection with the Company's organization the founding shareholders
acquired 200,000 shares of the Company's common stock for $40,000 cash.
Thereafter, in December 1997, the Company completed a public offering of
400,000 shares of common stock at a price of $1.00 per share for aggregate
offering proceeds of $400,000.  In April 1999, the Company successfully
completed a private placement offering of 400,000 shares of its $.001 par
value common stock for $200,000.  In December 1999, the Company successfully
completed a private placement offering of 120,000 shares of its $.001 par
value common stock for $120,000.

In June 2000, in order to raise funds for operations of its subsidiary,
management determined that the best source for raising immediate capital was
to approach certain warrant holders regarding the exercise of outstanding
warrants.  In order to induce such warrant holders to exercise the warrants,
the Company offered a like number of warrants with an exercise price of $5.00
per share (the then-current market price for the Company's common stock) to
each holder exercising previously issued warrants.  Accordingly, the Company
issued 167,500 shares for aggregate proceeds of $167,500 for the exercise of
outstanding warrants and issued 167,500 replacement warrants at $5.00 per
share, exercisable beginning June 26, 2000 for a period of two years.

In July 2000, the Company successfully completed a private placement offering
of 110,000 units consisting of one common share and one common share warrant
of its $.001 par value common stock for $440,000, less offering costs of
$40,000, for a net of $400,000.

In January 2001, the Company completed a private placement offering of 165,000
Units (each Unit consisting of one share of common stock and one common stock
purchase warrant exercisable at $6.00 per share) for aggregate proceeds of
$600,000, payable in installments through July 31, 2001. At March 31, 2001, a
balance of $550,000 was due on the installment payments.

<PAGE>
<PAGE> 13

The issuances of common stock have been utilized for working capital, payment
of professional services, the initial capital investment in Tech; the loan of
additional working capital to Tech, and for the continued development
activities of the Company.  Because of the merger with PIC, the Company's
balance sheet at March 31, 2001 no longer reflects the loans to Tech as a
receivable because the loans are now treated as an intercompany transaction
and consolidated.  All funds loaned to Tech were obtained by the Company
through the sale of its equity securities.

At March 31, 2001, the Company had current assets of $192,228 and current
liabilities of $18,921 for working capital of $173,307.  At March 31, 2001,
the Company had other property and equipment of $23,989, net of depreciation,
and patents and license agreements, net of amortization, of $20,639.

Cash used in operations for the three months ended March 31, 2001 was $165,681
compared to $8,080 for the three months ended March 31, 2000.  Since inception
the Company's operations been funded primarily by cash received from capital
contributions and the issuance of common stock for cash.

As a result of the merger, Tech is the wholly-owned subsidiary of the Company,
and all the expenses of Tech will be consolidated with those expenses of the
Company.  The Company expects that it will continue to incur operational
losses for the next nine to twelve months, primarily as a result of
expenditures related to the operation of the Plant and the general overhead
thereto.  Although the Plant is completed, because of the consolidation of
operations such operating expenses are expected to increase.  The Company
hopes that the Plant may begin to generate some operating revenues during the
next nine to twelve months, but cannot determine when it will receive revenues
or the amount of such potential revenues, if any, at this time.

The Company anticipates that within the next year additional funds may be
needed to allow the Company to continue its operations and to enter into other
markets for hydrogen technology.  If necessary, the Company will most likely
first seek additional debt and equity funding through its existing
shareholders, but the Company has no agreements for such funding in place and
there can be no assurance that such funding will be available to the Company
on acceptable terms.  There can be no assurance that any additional funding,
if required, will be available to the Company.


                          PART II - OTHER INFORMATION

                          ITEM 1.  LEGAL PROCEEDINGS
     None.

                        ITEM 2.  CHANGES IN SECURITIES
     None.

                   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     None.

           ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None.

<PAGE>
<PAGE> 14

                           ITEM 5.  OTHER INFORMATION

     None.

               ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits.
        ---------
     None.


(b)     Reports on Form 8-K.
        --------------------
     None.



                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     POWERBALL INTERNATIONAL, INC.


Dated: May 14, 2001                  By/S/Robert K. Ipson, Chairman and
                                     Chief Financial Officer