=====================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10QSB

[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.

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

COMMISSION FILE NUMBER 333-94631

PALAL MINING CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA	88-0435904
(State of other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

1040 West Georgia
Suite 1160
Vancouver, British Columbia
Canada V6E 4H1
(Address of principal executive offices)

(604) 605-0885
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2001: 6,060,050

===================================================================

Board of Directors
Palal Mining Corporation
Vancouver, BC
CANADA

ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of Palal Mining Corporation (an exploration stage company) as of March 31, 2001, and the related statements of operations, stockholders' equity (deficit), and cash flows for the nine months ended March 31, 2001, and for the period from September 2, 1999 (inception) to March 31, 2001. All information included in these financial statements is the representation of the management of Palal Mining Corporation.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the periods from September 2, 1999 (inception) to March 31, 2000 and from September 2, 1999 to June 30, 2000 were audited by us and we last expressed an unqualified opinion on it them our report dated July 31, 2000. We have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has been in the exploration stage since its inception on September 2, 1999 and has no revenues. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
April 6, 2001

F-1

PALAL MINING CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
					March 31, 2000	June 30, 2000
				(Unaudited)		__________
ASSETS
	CURRENT ASSETS
		Cash		$	16,479	$	______56
			Total Current Assets		16,479		______56
	PROPERTY AND EQUIPMENT
		Office equipment			1,595		-
		Less: accumulated depreciation			(108)		-
			Total Property and Equipment		__1,487		________-
	OTHER ASSETS
		Deposits			411		411
		Mining claims			64		64
			Total Other Assets		______475		_____475
		TOTAL ASSETS		$	18,441 ========	$	531 ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable		$	-	$	2,570
		Related party payable			___1,721		__21,224
			Total Current Liabilities		___1,721		__23,794
	COMMITMENTS AND CONTINGENCIES				________-		________-
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, 100,000,000 shares authorized,
			$0.00001 par value; 6,060,050 and 5,000,000 shares
			Issued and outstanding, respectively		61		50
		Additional paid-in-capital			380,944		274,950
		Stock subscriptions			(20)		-
		Deficit accumulated during exploration stage			_(364,265)		_(298,263)
		TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			___16,720		__(23,263)
		TOTAL LIABILITIES AND STOCKHOLDERS'
			EQUITY (DEFICIT)	$	18,441 ========	$	531 ========

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

F-2

PALAL MINING CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
									From		From
									September 2,		September 2,
									1999		1999
			Three Months		Three Months		Nine Months		(Inception)		(Inception)
			Ended		Ended		Ended		to		to
			March 31, 2001		March 31, 2000		March 31, 2001		March 31, 2000		December 31, 2000
			(Unaudited)			________	(Unaudited)			__________	(Unaudited)
REVENUES			$	________-	$	________-	$	________-	$	________-	$	________-
E X P E N S E S
	Consulting services provided by directors			-		-		-		273,586		273,586
	Rent			1,988		-		5,573		-		6,394
	General and administrative expense			3,003		-		13,176		61		13,792
	Legal and accounting			6,806		-		26,860		17,684		48,734
	Travel			1,207		-		14,786		-		14,786
	Stock transfer expense			2,499		-		2,499		-		2,499
	Consulting			3,000		-		3,000		-		3,000
	Depreciation			83		-		108		-		108
	Miscellaneous			-		-		-		-		125
	Mining exploration			________-		________-		________-		___1,241		___1,241
		TOTAL EXPENSES		__18,586		________-		__66,002		_292,572		_364,265
LOSS BEFORE INCOME TAXES				(18,586)		-		(66,002)		(292,572)		(364,265)
INCOME TAXES				________-		________-		________-		________-		________-
NET LOSS			$	(18,586) =========	$	- ========	$	(66,002) ========	$	(292,572) ========	$	(364,265) ========
NET LOSS PER COMMON SHARE,
	BASIC AND DILUTED		$	NIL ========	$	NIL ========	$	(0.01) ========	$	(0.06) ========	$	(0.07) ========
WEIGHTED AVERAGE NUMBER OF
	COMMON STOCK SHARES
	OUTSTANDING, BASIC AND DILUTED			6,060,050 ========		5,000,000 ========		5,714,663 ========		5,000,000 ========		5,339,372 ========

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

F-3

PALAL MINING CORPORATION
(An Exploration Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
									Deficit
									Accumulated
		Common Stock			Additional				During the		Total
		Number			Paid-in		Stock		Exploration		Stockholders
		of Shares	Amount		Capital		Subscriptions		Stage			Equity(Deficit)
Issuance of common stock
	For mining claims and
	Executive compensation at
	$0.055 per share	5,000,000	$	50	$	274,950	$	-	$	-		$	275,000
Net loss for the period
	Ending June 30, 2000	-		-		-		-		(298,263)			(298,263)
Balance, June 30, 2000		5,000,000		50		274,950		-		(298,263)			(23,263)
Sale of common stock at
	$0.10 per share	1,060,050		11		105,994		(20)		-			105,985
Net loss for the nine
	months Ended March 31, 2001	_________-		_________-		________-		________-		__(66,002)			__(66,002)
Balance, March 31, 2001
	(Unaudited)	6,060,050 ========	$	61 ========	$	380,944 ========	$	(20) ========	$	(364,265) ========		$	16,720 ========

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

F-4

PALAL MINING CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
						Period from		From
						September 2,		September 2,
				For the		1999		1999
				Nine Months		(Inception)		(Inception)
				Ended		to		to
				March 31, 2001		March 31, 2000		March 31, 2001
				(Unaudited)			_____________	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(66,002)	$	(292,572)	$	(364,265)
	Adjustments to reconcile net loss to net
		cash used by operating activities:
		Depreciation			108		-		108
		Payment of expenses from issuance of stock			-		274,804		274,804
		Net change in:
			Deposits		-		-		(411)
			Accounts payable		(2,570)		23		-
			Loan from related party		__(19,503)		___17,684		____1,721
Net cash used by operating activities					__(87,967)		______(61)		__(88,043)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of equipment				(1,595)		-		(1,595)
Net cash used in investing activities					___(1,595)		________-		___(1,595)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sales of stock				105,985		-		105,985
	Proceeds from advances				________-		_______132		_______132
Net cash provided by financing activities					___105,985		_______132		___106,117
Increase in cash					16,423		71		16,479
Cash, beginning of period					______56		________-		________-
Cash, end of period				$	16,479 ========	$	71 ========	$	16,479 ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Interest paid			$	-	$	-	$	-
	Income taxes paid			$	-	$	-	$	-
NON-CASH TRANSACTIONS:
	Stock issued in payment of expenses			$	-	$	274,804	$	274,804
	Stock issued in payment of advances			$	-	$	132	$	132
	Stock issued in payment of mining claims			$	-	$	64	$	64
	Loan from shareholder through payment of
		operating expenses		$	-	$	17,684	$	-

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

F-6

PALAL MINING COPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Palal Mining Corporation (hereinafter "the Company") filed for incorporation on September 2, 1999 under the laws of the state of Nevada primarily for the purpose of acquiring, exploring, and developing mineral properties. The Company's fiscal year end is June 30.

The Company is actively seeking additional capital and management believes that the Company can develop mineral properties, which it has acquired in British Columbia. However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in this endeavor. Furthermore, the Company is in the exploration stage, as it has not realized any significant revenues from its planned operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

The interim financial statements as of March 31, 2001 and for the nine months ended March 31, 2001, included herein, have been prepared for the Company without audit. They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for these periods. All such adjustments are normal recurring adjustments. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full fiscal year.

Accounting Method

The Company's financial statements are prepared using the accrual method of accounting.

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

F-6

PALAL MINING COPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration Stage Activities

The Company has been in the exploration stage since its formation in September 1999 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

Foreign Currency Valuation

Management has elected to value foreign currency transactions on the date the transaction concludes. The conversion is calculated by multiplying the foreign currency value by the exchange rate at the close of the nearest trading day.

Foreign Currency Translation

The Company has adopted Financial Accounting Standard No. 52. There were no foreign currency translation adjustments required at March 31, 2001. The Company will record future foreign currency translation results as a separate component of stockholders' equity.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts for cash, accounts payable and accrued liabilities approximate their fair value.

Concentration of Risk

The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company's cash account is a business checking account maintained in U.S. dollars, which totaled $16,479 as of March 31, 2001. This amount is not insured.

Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

At March 31, 2001, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

F-7

PALAL MINING COPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impaired Asset Policy

In March 1995, the Financial Accounting Standards Board issued statement (SFAS) No. 121 titled "Accounting for Impairment of Long-lived Assets." In complying with this standard, the Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company does not believe any adjustments are needed to the carrying value of its assets at March 31, 2001 .

Exploration Costs

In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred.

Compensated Absences

Currently, the Company has no employees; therefore it is impracticable to estimate the amount of compensation for future absences and no liability has been recorded in the accompanying financial statements. The Company's policy is to recognize the costs of compensated absences when actually paid to employees.

Provision for Taxes

At March 31, 2001, the Company had a cumulative net operating loss from inception of approximately $364,000. No provision for taxes or tax benefit has been reported in the financial statements, as there is not a measurable means of assessing future profits or losses.

Basic and Diluted Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding.

Going Concern

The Company's financial statements have been presented on a going concern basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company incurred a net loss of $66,002 for the nine months ended March 31, 2001, an accumulated deficit of $364,265 since inception and had no sales. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.

F-8

PALAL MINING COPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Office Equipment

Furniture and equipment are carried at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, which range from five to seven years. Depreciation amounted to $108 for the nine months ended March 31, 2001.

NOTE 3 - COMMON STOCK

On September 2, 1999, 5,000,000 shares of common stock were issued to officers and directors only. There was no public offering of any securities. The above referenced shares were issued in payment of consulting services in the amount of $273,586 and repayment of mining claim recording fees of $64, expenses of $1,218 and advances of $132. These shares were issued pursuant to exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In September and October 2000, the Company sold 1,060,050 shares of its common stock at a price of ten cents per share.

NOTE 4 - MINING CLAIMS

In September 1999, the Company, through Mr. Hugh Grenfal, president and a member of the board of directors, acquired ten Mak mining claims located in the Osoyoos Mining Division of British Columbia, Canada.

NOTE 5 - LEASES

On March 31, 2000, the Company entered into an office lease agreement with Callinan Mines Limited for a period of approximately three years. The agreement calls for reporting entities to pay Callinan for one-half of the total facility rent. This amount is evenly divided among the reporting entities. As of March 2000, the Company is responsible for $607 Canadian dollars per month. As of March 31, 2001, this was equivalent to approximately $385 U.S. per month. The lease expires on June 29, 2003. Total rent paid for the nine months ended March 31, 2001 was $5,573.

NOTE 6 - RELATED PARTIES

An officer of the Company has advanced monies to the Company for the payment of professional fees. This amount is uncollateralized and has been recorded as a short-term loan, bearing no interest and having no specific due date.

F-9

PALAL MINING COPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 6 - RELATED PARTIES (Continued)

The Company occupies office space provided by Mr. Grenfal, its president, in his capacity as vice president and director of Callinan Mines Limited. On May 1, 2000, the Company entered into a lease agreement with Callinan for a period of approximately three years. See Note 5.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is engaged in the exploration and development of mineral properties. At present there are no feasibility studies establishing proven and probable reserves.

Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to the date of these financial statements, on April 5, 2001, the Company's board of directors declared a 400% stock dividend payable on April 20, 2001 to stockholders of record on April 5, 2001. Per-share amounts in the accompanying financial statements have not been restated for the stock dividend.

 F-10

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

Financial Condition, Liquidity and Capital Resources

Since inception on September 2, 1999, the Company has been engaged in exploration and acquisition of mineral properties. The Company's principal capital resources have been acquired through issuance of common stock and from shareholder loans.

At March 31, 2001, there was positive working capital of $14,758 compared to deficit working capital of $(23,738) at June 30, 2000. This change is primarily the result of the Company's stock issuance proceeds of $105,985, more than offsetting increasing accounts payable and payment of related party loans.

At March 31, 2001, the Company's total assets of $18,441 consists of mainly cash and office equipment. This compares favourably with the Company's assets at June 30, 2000 of $531, which consisted of only $56 in cash.

At March 31, 2001, the Company's total liabilities decreased to $1,721 from $23,794 at June 30, 2000, primarily reflecting a net payment to related party loans of $23,794 and a build-up of accounts payable in the amount of $1,721.

The Company has not had revenues from inception. Although there is insufficient capital to fully explore and develop its mineral properties, the Company expects to survive and exploit its resources primarily with funding from sales of its securities and, as necessary, from shareholder loans.

The Company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.

Results of Operations

The Company posted losses of $18,586 and $66,002 for the three months and nine months ending March 31, 2001, respectively. The principal component of each loss was professional expenses.

Operating expenses for the nine months ending March 31, 2001 were $66,002, down almost $226,570 from the short year ending June 30, 2000, primarily as a result of decreased executive compensation expenses, which were $273,586 in the year ended June 30, 2000 and $0 thereafter.

PART II - OTHER INFORMATION

Item 5. Other Information

On March 12, 2001, the Company was advised that Province of British Columbia Ministry of Energy and Mines, Energy and Minerals Division, Mineral Titles Branch has declared the Company's mining claim a protected area and the Company would not be allowed to explore its property or develop the same. The Company was advised that the property would be developed as a park. The Company will be compensated for the taking of the property. The Company has not been advised how much it will be compensated. Such a determination will be made at a later date. The Company is in the process of notifying its shareholders of the foregoing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 10th day of May 11, 2001

PALAL MINING CORPORATION
(Registrant)

/s/ Hugh Grenfal
Hugh Grenfal, President Treasurer,
Principal Accounting Officer and
a member of the Board of Directors