SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

             [X] Quarterly report pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2001

       [ ] Transition report under Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-30285

                              ENERGY VENTURES INC.
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)


                        (IRS Employer Identification No.)

43 Fairmeadow Avenue, Toronto, Ontario, Canada                M2P 1W8
(Address of principal executive offices)                    (Zip Code)


                                 (416) 733-2736
                           (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,  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of May 31, 2001, the Issuer had 13,628,979 shares of outstanding Common
Stock.

Transitional Small Business Disclosure Format:    Yes  [  ]   No [X]

<PAGE>

Item 1. Financial Statements.



<TABLE>
<S>                                                                                            <C>                 <C>



                                                                                ENERGY VENTURES INC. AND SUBSIDIARIES
                                                                                (a development stage company)
                                                                                CONSOLIDATED BALANCE SHEET
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                                (Unaudited)
                                                                                                 March 31,         September 30,
                                                                                                   2001                 2000
-----------------------------------------------------------------------------------------------------------------------------------

ASSETS

Current Assets:
  Cash                                                                                                $ 3,027              $ 3,793
  Accounts receivable                                                                                  44,955                5,059
  Refundable investment tax credits                                                                    86,797              106,311
  Due from related parties                                                                                  -               10,975
  Prepaid expenses and other current assets                                                            14,151              704,120
----------------------------------------------------------------------------------------------------------------------------------
       Total current assets                                                                           148,930              830,258

Property and Equipment, net of accumulated depreciation of $137,844 and $105,096                      428,559              418,640

Deferred offering costs                                                                                67,000                    -

License and Technology costs, net of accumulated amortization of $163,593 and $141,241                291,334              313,686
-----------------------------------------------------------------------------------------------------------------------------------
       Total Assets                                                                                 $ 935,823          $ 1,562,584
===================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
  Accounts payable and accrued expenses                                                             $ 620,768            $ 308,983
  Deferred revenue                                                                                          -               50,000
  Due to related parties                                                                              470,538              177,346
  Debentures payable, net of unamortized discount of $295,060                                         116,849              497,678
----------------------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                                    1,208,155            1,034,007

Loan Payable                                                                                          213,320               47,376
-----------------------------------------------------------------------------------------------------------------------------------
       Total liabilities                                                                            1,421,475            1,081,383
-----------------------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity (Deficiency):
  Preferred stock - $.0001 par value; authorized 5,000,000 shares, none issued
  Common stock - $.0001 par value; authorized 50,000,000 shares,
     issued and outstanding 13,628,979 and 13,571,979 shares                                            1,363                1,357
  Additional paid-in capital                                                                        8,024,614            7,142,120
  Accumulated other comprehensive income                                                               54,118                8,130
  Deficit accumulated during the development stage                                                 (8,565,747)          (6,670,406)
-----------------------------------------------------------------------------------------------------------------------------------
       Stockholders' equity (deficiency)                                                             (485,652)             481,201
-----------------------------------------------------------------------------------------------------------------------------------
       Total Liabilities and Stockholders' Equity                                                   $ 935,823          $ 1,562,584
===================================================================================================================================

                                                                                See Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

<TABLE>
<S>                                                      <C>                         <C>                  <C>


                                                                                ENERGY VENTURES INC. AND SUBSIDIARIES
                                                                                       (a development stage company)
                                                                                CONSOLIDATED STATEMENT OF OPERATIONS
                                                                                                         (unaudited)


                                                                                                             Period from
                                                          Three months                  Six months         November 19, 1996
                                                          Ended March 31,              Ended March 31,      (inception to)
                                                        2001          2000          2001          2000      March 31,2001
                                                                    (Restated)                  (Restated)
-------------------------------------------------------------------------------------------------------------------------
  Revenue                                             $ 66,072     $ 66,675       $ 91,072     $ 133,350      $ 503,616
-------------------------------------------------------------------------------------------------------------------------
Expenses:
  Research & development costs                         167,226      133,100        423,810       243,039      1,430,632
  Professional fees                                     65,920      311,297        206,816       345,207      1,325,813
  General and administrative                            50,015       42,337        246,531       356,986      4,238,631
  Interest and financing costs                         531,199       13,574      1,054,156        18,890      1,772,494
  Depreciation and amortization                         28,474       23,282         55,100        44,938        301,793
-------------------------------------------------------------------------------------------------------------------------
Total expenses                                         842,834      523,590      1,986,413     1,009,060      9,069,363
-------------------------------------------------------------------------------------------------------------------------
Net loss                                            $ (776,762)  $ (456,915)   $(1,895,341)   $ (875,710)  $ (8,565,747)
=========================================================================================================================
Loss per common share- basic
 and diluted                                        $    (0.06)  $    (0.04)   $     (0.14)   $    (0.07)
=========================================================================================================
Weighted-average number of common
shares outstanding                                  13,628,979   12,717,757     13,618,463    12,698,810
=========================================================================================================

                                                                               See notes to consolidated financial statements

</TABLE>

<PAGE>

<TABLE>
<S>                                                                      <C>                   <C>              <C>

                                                                 ENERGY VENTURES INC. AND SUBSIDIARIES
                                                                     (a development stage company)
                                                                 CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                                (Unaudited)

                                                                                                                   Period from
                                                                                Six months ended                November 19, 1996
                                                                           March 31,            March 31,        (inception) to
                                                                             2001                 2000           March 31, 2001
                                                                                                (Restated)

Cash flows from operating activities:

  Net loss                                                                 $ (1,895,341)        $ (875,710)      $ (8,565,747)

    Adjustments to reconcile net loss to net cash used
      in operating activities
        Depreciation and amortization                                            55,100             44,938            301,437
        Noncash interest on advances settled with related party                                                        28,604
        Common stock issued to founders                                                                               146,801
        Noncash compensatory charge for stock issued to an officer                                                  3,018,815
        Common stock issued for services                                         70,000             97,324            364,557
        Noncash compensatory charge on stock options issued to an officer                          275,950            275,950
        Issuance of compensatory stock options                                                     171,290            515,496
        Issuance of compensatory stock warrants                                 851,276              6,296          1,430,487
        Noncash charge for extension of the expiration date of options          199,875                               199,875
        Changes in operating assets and liabilities:
          Increase in accounts receivable                                       (39,896)          (465,709)           (44,955)
          Decrease (increase) in refundable investment tax credits               19,514             (1,065)           (86,797)
          Decrease (increase) in prepaid expenses and other current assets      133,753            (89,452)           (14,151)
          (Decrease) increase in accounts payable and accrued expenses          311,785           (138,245)           620,768
          (Decrease) increase in deferred revenue                               (50,000)

            Net cash used in operating activities                              (343,934)          (974,383)        (1,808,860)

Cash flows from investing activities:
  Purchases of property and equipment                                           (42,667)           (12,803)          (116,403)
  Acquisition of license and technology                                                                                (4,927)

            Cash used in investing activities                                   (42,667)           (12,803)          (121,330)

Cash flows from financing activities:
  Proceeds from related parties' advances                                       304,167            308,074            717,884
  Net proceeds from (repayments on) issuance of debentures                      (85,769)           515,287            411,909
  Proceeds from loan payable                                                    165,944                               213,320
  Proceeds from issuance of common stock and options                                               140,006            505,481
  Proceeds from issuance of common stock upon exercise of options and warrants   22,505             24,995             97,505
  Increase in deferred offering costs                                           (67,000)                              (67,000)

             Net cash provided by financing activities                          339,847            988,362          1,879,099

Effect of exchange rate changes on cash                                          45,988             (1,176)            54,118

Net increase in cash                                                               (766)                 -              3,027

Cash at beginning of period                                                       3,793                  -                  -

Cash at end of period                                                           $ 3,027                $ -            $ 3,027
==============================================================================================================================

Supplemental disclosure of cash flow information:

  Cash paid during the period for interest                                     $ 28,358           $ 18,890           $ 91,282
==============================================================================================================================

Supplemental schedule of noncash investing and financing activities:

  Issuance of common stock for payment of laboratory equipment                      $ -                $ -          $ 450,000
==============================================================================================================================

  Issuance of common stock in satisfaction of debt related to acquisition of
  license and technology                                                            $ -                $ -          $ 450,000
==============================================================================================================================
  Issuance of common stock for payment of advances owed to an officer               $ -                $ -          $ 275,950
==============================================================================================================================
  Issuance of stock warrants to debenture
  holders in connection with extension of
  maturity dates                                                               $590,120                            $1,146,336

                                                                           See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>
<S>                                       <C>           <C>           <C>        <C>       <C>

                                                                 ENERGY VENTURES INC. AND SUBSIDIARIES
                                                                (a development stage company)
                                                                 CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
                                                                                (Unaudited)

                                                                                            Period from
                                                Three months           Six months           November 19, 1996
                                              Ended March 31,         Ended March 31,      (inception) to
                                          2001             2000       2001        2000      March 31, 2001
                                                        (Restated)              (Restated)
-------------------------------------------------------------------------------------------------------------------
Net loss                              $(776,762)        $(456,915) $(1,895,341) $(875,710)  $(8,565,747)

Other comprehensive income (loss):
   Foreign currency translation          50,377             1,447       45,988     (1,176)       54,118

Comprehensive loss                    $(726,385)        $(455,468) $(1,849,353) $(876,886)  $(8,511,629)
===================================================================================================================

</TABLE>

See Notes to Consolidated Financial Statements

<PAGE>

                      ENERGY VENTURES INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001

                                   (unaudited)

1.     Basis of Presentation:

       The financial statements at March 31, 2001 and for the three month and
       six month periods ended March 31, 2001 and 2000, are unaudited and
       reflect all adjustments (consisting only of normal recurring adjustments)
       which are, in the opinion of management, necessary for a fair
       presentation of the financial position and operating results for the
       interim periods. The financial statements have been prepared in
       accordance with the rules and regulations of the Securities and Exchange
       Commission, and therefore omit certain information and footnote
       disclosures normally included in financial statements prepared in
       accordance with accounting principles generally accepted in the United
       States of America. The Company believes that the disclosures contained in
       the financial statements are adequate to make the information presented
       therein not misleading. The financial statements should be read in
       conjunction with the financial statements and notes thereto, together
       with management's discussion and analysis of financial condition and
       results of operations, contained in the Company's Annual Report on Form
       10-KSB for the fiscal year ending September 30, 2000.

       The results of operations for the three month and six month periods ended
       March 31, 2001 is not necessarily indicative of the results that may be
       expected for the entire fiscal year ending September 30, 2001.

2.     Deferred Offering Costs

       Deferred offering costs represents costs attributable to a proposed
       public offering in Canada for approximately $2,000,000 to $3,300,000. The
       Company intends to offset these costs against the proceeds from the
       transaction. In the event that such offering is not completed, these
       costs will be charged to its operations.

3.     Debentures:

       The debentures payable, in the current principal amount of $411,909, were
       issued on March 30, 2000, bearing interest at the rate of 10% per annum,
       were extended and were due on February 28, 2001. At that time the due
       date of the debentures was extended until April 30, 2001. These
       debentures and interest premiums are payable in Canadian dollars. The
       debentures have not been repaid as of the extended due date of April 30,
       2001. The Company believes that the debenture holders will not require

<PAGE>

       payment on the debentures, until the anticipated closing date of the
       Canadian share offering and interest will continue to accrue at the rate
       of 10% per annum. The President and Chief Executive Officer of the
       Company has pledged 3,000,000 shares of common stock as security for the
       debentures.

       The Company agreed to pay an additional premium of approximately $8,000
       at maturity and also issued the debenture holders 225,000 Series C
       special warrants (valued at approximately $99,000) entitling them to
       acquire 225,000 shares of common stock exercisable at the lower of $0.56
       or the price of the Company's Canadian share offering at any time on or
       before February 27, 2003. Further, previously issued warrants for 400,000
       shares of the Company's common stock were surrendered and the Company
       issued 400,000 Series B special warrants to the debenture holders (valued
       at approximately $176,000) entitling them to acquire 400,000 shares of
       common stock exercisable at the lower of $0.56 or the price of the
       Company's Canadian share offering at any time on or before February 27,
       2003. Additionally, the original warrants issued to the debenture holders
       and promoter of the transaction for 825,000 shares of the Company's
       common stock were surrendered and the Company issued 808,000 Series A
       special warrants (valued at approximately $315,000) entitling the
       debenture holders and promoter of the transaction to acquire 808,000
       shares of common stock exercisable at $1.31 per share at any time on or
       before March 30, 2003. Accordingly, during the second quarter of fiscal
       year 2001, the Company recorded a charge to operations for approximately
       $295,000, representing half of the warrants' fair market value at the
       time of issuance. This amount is included in interest and financing costs
       in the accompanying consolidated statement of operations. The Company has
       netted the remaining approximately $295,000, representing the balance of
       the warrants' fair market value at the time of issuance as an unamortized
       discount of the debentures payable in the accompanying consolidated
       balance sheet.  The Company will record a charge to operations for this
       amount during the third quarter of fiscal year 2001.

4.       Restatement of Prior Period Amounts
       For the three month and six month periods ended March 31, 2000, the
       consolidated statement of operations has been revised to reflect noncash
       compensatory charges for options to purchase common stock issued to an
       officer, and common stock and options issued for legal services rendered
       at prices below the fair value of the common stock. These charges
       amounted to $268,614 and $544,564 for the three month and six month
       periods ended March 31, 2000.

<PAGE>

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

         The  following  discussion  should  be read  in  conjunction  with  the
financial statements and related notes which are included under Item 1.

         Certain  statements  made in this  Quarterly  Report on Form 10-QSB are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such statements  involve known and unknown risks,
uncertainties,  and other factors that may cause actual results, performance, or
achievements of the Company to be materially  different from any future results,
performance,  or  achievements  expressed  or  implied  by such  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements  are based upon  reasonable  assumptions,  the
Company's  actual  results could differ  materially  from those set forth in the
forward-looking  statements.  Certain factors that might cause such a difference
include,  but are not limited to, general  economic  conditions,  our ability to
complete development and then market our products, competitive factors and other
risk factors as stated in other of our public  filings with the  Securities  and
Exchange Commission.

         This  report is for the three and six  month  periods  ended  March 31,
2001.  The reader is  directed  to the  Company's  Annual  Report on Form 10-KSB
filing for more information  about the Company.  Accordingly,  this section will
primarily discuss the Company's position as of the filing date hereof.

<PAGE>

Overview

         Energy Ventures Inc. (hereafter,  the "Company" or "EVI") was formed in
November  1996,  to research,  develop and  commercialize  rechargeable  battery
technologies.  The Company has four core battery  technologies  - 1)Lithium  Ion
("LI") now licensed to Ilion Technology Corporation,  previously Pacific Lithium
Limited ("Ilion"), 2) Nickel Zinc ("NiZn"), 3) Zinc Carbon Bromine ("ZnCBr") and
4) the Direct  Methanol Fuel Cell  ("DMFC"),  which  technology  was acquired in
October  1999.  The  company  is  currently   working  on  the  development  and
optimization of the latter three  technologies  with the highest  priority being
directed towards the Direct Methanol Fuel Cell.

         The  Company's  major  focus  is  upon  two  areas - the  research  and
development  of the  Company's  Direct  Methanol  Fuel Cell  Technology  and the
Pre-Commercialization  of the  company's  Nickel  Zinc and  Carbon-Zinc  Bromine
technologies.  Respecting the Direct Methanol Fuel Cell, the company has entered
into a joint development agreement with Alberta Research Council Inc. ("ARC") to
create  commercial  prototypes of fuel cells  utilizing EVI's  proprietary  DMFC
technology.  Under the  agreement,  EVI and ARC will utilize  ARC's  premises in
Calgary,  Alberta  to  develop  the  DMFC  technology.  ARC  will  invest  up to
$2,000,000   through  the  provision  of  premises,   research  and   laboratory
facilities, ARC equipment,  scientific personnel and other resources in exchange
for the  issuance by EVI of common  shares to ARC at $0.82  ($1.2637 in Canadian
dollars) per share, for the first $1,700,000 ($2,600,000 in Canadian dollars) of
resources and thereafter at the then current market price of EVI shares.

         Costs pertaining to the  Pre-Commercialization  of the Company's Nickel
Zinc and Carbon-Zinc Bromine technologies are currently in large part, supported
by Industrial  Research  Assistance  Program  through the  Pre-Commercialization
contribution  agreement  executed  in March 2000.  The Company  expects to spend
significant sums upon expanding its battery testing capability and has purchased
and is  refurbishing  a pilot  battery  production  line to  further  expand its
facilities at the Ottawa  laboratory.  While there can be no assurance  that the
Company's business plan for the next year will be successful,  the R&D programs,
strategic  alliances and targeted financing planned for the Company are expected
to  support  the  Company's  activities  until  significant  income  streams  of
royalties and license fees develop.

<PAGE>

Comparative Disclosure

         During the  quarter  ended  March 31,  2001,  the  Company  was still a
development stage company and has yet to achieve significant revenues.  Revenues
were approximately  $66,000 and $91,000,  respectively,  for the three month and
six month periods  ended March 31, 2001 and were  entirely  earned from research
and development  services performed for and licensing fees from Ilion.  Pursuant
to the terms of the Ilion License  Agreement,  such revenues  should continue at
the minimum rate of $100,000 per annum through March 2002.  The Company  expects
revenues  from  Ilion to  increase  once  Ilion  commences  selling  LI  cathode
materials  and  LI  batteries   containing  such  materials  thereby  generating
additional  royalties for the Company.  Other revenue sources are unlikely until
the  Company   successfully   completes  the   commercialization  of  its  other
technologies and is able successfully to license them to battery  manufacturers.
The Company's revenue for the three month periods ended March 31, 2001 and 2000,
respectively,  remained  essentially  unchanged.  The  revenue for the six month
period  ended  March 31, 2001 of  approximately  $91,000  decreased  by 32% from
approximately  $133,000 for the same period in the prior year as a result of the
Company being paid additional  amounts while the related LI technology was being
proven.

         The  Company's  expenses in the quarters  ended March 31, 2001 and 2000
totaled  approximately  $843,000  and  $524,000,  respectively,  resulting in an
increase of 61%.  This  increase  was a result of the Company  incurring  in the
current period noncash financing costs of approximately $483,000 relating to the
issuance of stock warrants to debenture  holders and promoter in connection with
the extension of the maturity dates of such debentures.  During the prior year's
quarter,  the Company  incurred  noncash  compensatory  charges of approximately
$269,000 in connection with legal services provided for the Company's compliance
with US securities and regulatory matters.

         One of the most  significant  costs  included  in such  values  are the
Company's research and development costs. Research and development costs for the
three  month and six month  periods  ended  March  31,  2001 were  approximately
$167,000 and $424,000,  respectively.  Compared to the research and  development
costs  for the same  three  month  and six month  periods  in the prior  year of
approximately  $133,000  and  $243,000,  respectively,  the same periods for the
current year resulted in increases of 26% and 74%, respectively. These increases
in research and  development  costs  reflect the  Company's  continued  focus on
developing  its products and expanding its product  line.  Further,  for the six
month periods ended March 31, 2001 and 2000,  the increase in the current year's
period is also a result of the Company incurring noncash compensatory charges of
approximately  $66,000  for the  extension  of the  expiration  dates of options
previously  issued to  laboratory  consultants.  The Company also  increased its
laboratory staffing in April 2000 by hiring four additional employees.  Research
and  development  costs are expected to continue to increase as EVI continues to
develop its facilities,  expertise and activities and continues to fund research
and development work undertaken in Calgary Alberta in the joint program with ARC
and on its behalf by National Research Council of Canada in Ottawa.

         Professional fees for the three month and six month periods ended March
31, 2001 were  approximately  $66,000 and  $207,000,  respectively.  Compared to
professional  fees for the same three  month and six month  periods in the prior
year of approximately $311,000 and $345,000,  respectively, the same periods for
the  current  year  resulted  in  decreases  of 78% and 40%,  respectively.  The
significant  professional  fees  incurred in the same  periods of the prior year
were  primarily  a result  of  noncash  compensatory  charges  of  approximately
$269,000  for legal fees  incurred in  connection  with  securities  law matters
arising  from the  Company's  registration  with  the  Securities  and  Exchange
Commission and required compliance with the federal securities laws.

         General and administrative  expenses increased to $50,015 for the three
month period ended March 31, 2001 from $42,337 for the comparable  period in the
prior year,  an increase  of $7,678 or 18.1%.  Compared to the six month  period
from  the  prior  year,  general  and  administrative  expenses  decreased  from

<PAGE>

approximately  $357,000 to approximately $247,000 for the six month period ended
March 31, 2001, resulting in an decrease of 31%. The net decrease in general and
administrative  expenses resulted from the Company incurring  additional noncash
compensatory  charges re stock  options of  approximately  $142,000 for the same
period in 2000,  which was slightly  offset by  additional  salary and insurance
costs of approximately $45,000 during the current period.

         Interest and financing  costs for the three month and six month periods
ended March 31, 2001 were approximately  $531,000 and $1,054,000,  respectively.
During the same  periods  in 2000,  the  Company  essentially  incurred  minimal
interest and financing costs. A significant  portion of the increase in interest
and  financing  costs for the three  month and six month  periods in the current
year is noncash financing costs of approximately  $487,000 and $851,000 incurred
during the three month and six month  periods in the current  year,  relating to
the issuance of stock warrants to debenture holders.  Additionally,  the Company
incurred charges of  approximately  $70,000 during the six month month period in
the current year for common stock issued to consultants for investment  advisory
services provided in connection with the Company filing a preliminary prospectus
for the sale of shares of  common  stock in  Canada.  Furthermore,  the  Company
accrued approximately $20,000 for interest on the debentures issued on March 30,
2000 and due April 30, 2001.

Liquidity

         At March 31, 2001,  the Company had  approximately  $3,000 cash on hand
and a working  capital  deficiency  of  approximately  $1,059,000.  The  Company
currently estimates it will have approximately  $115,000 in monthly expenses and
$8,000 in monthly  revenues.  In early May 2001,  however,  the company received
additional advances from IRAP pursuant to the Pre-Commercialization contribution
agreement referred to above.

         Since its inception,  the activities of the Company have been supported
from the personal  resources of its President and Chief Executive  Officer.  The
Company  is in need of new  capital  to support  its  growth in  technology  and
research and development  costs. The Company's current gross principal amount of
$411,909 pertaining to the debentures issued on March 30, 2000 were extended and
were due on April 30,  2001.  The Company  does not  currently  have  sufficient
financial  resources and therefore the debentures have not been repaid as of the
extended due date of April 30, 2001. The Company  understands that the debenture
holders  will not  require  payment on the  debentures  other than the  interest
continuing to accrue,  until the anticipated  closing date of the Canadian share
offering.  The President and Chief Executive  Officer of the Company has pledged
3,000,000 shares of Common Stock as security for the debentures.

         In late 2000,  the Company filed a Preliminary  Prospectus in Canada in
connection  with an offering of public  shares to investors who are residents of
specified Canadian Provinces. Northern Securities Inc., the Company's investment
banker, is currently actively marketing such offering and based upon expressions
of  interest  to date,  have  indicated  to the  Company  that  they  expect  to
successfully  raise new capital of a minimum of $2,000,000 on or before July 15,
2001. The Company believes that it will  successfully  raise  $2,600,000  rather
than the stated  $2,000,000  based  upon  investor  discussions  to date and due
diligence  activities  of such  possible  investors.  There can be no assurance,
however,  that this or any other financing will be successful,  and if it is not
successful,  additional  debt  financing  will be  required  and  the  Company's
research  and  development  activities  will  have to be  reduced  or  will  not
accelerate to the extent otherwise  intended.  The Company continues to the date
hereof to be funded by the President and Chief Executive Officer of the Company.
The Company  understands  that he intends to continue to personally  support the
Company until the share offering in Canada is successfully completed.

         The  Company  has a long  standing  Alliance  Agreement  with  National
Research  Council of Canada and  recently  concluded  an  agreement  with ARC of
Alberta, Canada concerning a joint research and development program. ARC and the

<PAGE>

Company  have agreed on a joint  development  program to create  prototype  fuel
cells  based  upon  the  Company's  Direct  Methanol  Fuel  Cell  technology.  A
comprehensive joint development  agreement has now been executed under the terms
of which ARC will contribute  $2,000,000 in technical and other resources over a
three year period in exchange  for common  shares of the Company and warrants to
purchase common shares of the Company.  National  Research Council of Canada has
verbally  indicated  its  intention to support  such  initiative  by  allocating
technical staff to the project and providing  other  significant  support.  Such
arrangements will collectively, the Company anticipates,  enhance the likelihood
of the public offering of shares being successful.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         The Company is currently in default upon a series of debentures with an
aggregate face value of $411,909. These debentures became due on April 30, 2001.
Interest at the rate of 10% is continuing to accrue.  The debenture holders have
advised  the  Company  that they do not  currently  intend to take any action to
enforce  payment  and will await  payment  from the  proceeds  of the  Company's
Canadian offering.

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

         None.

Item 5.  Other Information.

         On May 11, 2001 the Company mailed a notice to all of its  shareholders
advising  them that the Company  intends to amend its name from Energy  Ventures
Inc. to Energy  Visions  Inc.  The Company has applied to the  Canadian  Venture
Exchange  (CDNX) for a listing  respecting the shares to be sold to residents of
Canada pursuant to the Offering.  CDNX has granted conditional approval for such
listing, however, a requirement of such approval was that the Company change its
name in order to avoid a conflict  with an existing  CDNX issuer.  The change of
name was approved in writing by 85% of the Company's  outstanding common shares,
as  permitted by the laws of the State of  Delaware,  so no further  shareholder
vote was required.

         The Company  anticipates  that  Articles of  Amendment  respecting  the
change of name will be filed with Delaware authorities in June 2001.

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

         (a)      None.

         (b)      None.

<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the  undersigned  thereto  duly
authorized.

Date: June 7, 2001

                                               ENERGY VENTURES INC.

                                               /s/ Peter F. Searle
                                                   Peter F. Searle
                                                   Vice President, Finance