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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000276720-01-500004.txt : 20010417
<SEC-HEADER>0000276720-01-500004.hdr.sgml : 20010417
ACCESSION NUMBER:		0000276720-01-500004
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010228
FILED AS OF DATE:		20010416

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PURE CYCLE CORP
		CENTRAL INDEX KEY:			0000276720
		STANDARD INDUSTRIAL CLASSIFICATION:	REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580]
		IRS NUMBER:				840705083
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		
		SEC FILE NUMBER:	000-08814
		FILM NUMBER:		1602768

	BUSINESS ADDRESS:	
		STREET 1:		5650 YORK STREET
		CITY:			COMMERCE CITY
		STATE:			CO
		ZIP:			80022
		BUSINESS PHONE:		3032923456

	MAIL ADDRESS:	
		STREET 1:		5650 YORK ST
		CITY:			COMMERCE CITY
		STATE:			CO
		ZIP:			80022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PURECYCLE CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>pcy2qsb.txt
<TEXT>

Securities and Exchange Commission
Washington, D.C. 20549
__________________

Form 10-QSB
__________________________

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

For the quarterly period ended February 28, 2001

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

For the transition period from __________ to __________

Commission file number 0-8814

 		PURE CYCLE CORPORATION
(Exact name of small business issuer as specified in its charter)

	Delaware				84-0705083
  (State of incorporation)                 (I.R.S. Employer
 	Identification Number)

	8451 Delaware St., Thornton, CO	80260
      (Address of principal executive offices)	(Zip Code)

Registrant's telephone number	(303) 292 - 3456
		N/A
	(Former name, former address and former fiscal year, if changed
since last report.)

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of February 28, 2001:

Common Stock, 1/3 of $.01 par Value		78,236,429
	      (Class)						(Number of Shares)

Transitional Small business Disclosure Format (Check one):   Yes
[ ];  No [x]


PURE CYCLE CORPORATION
INDEX TO FEBRUARY 28, 2001 FORM 10-QSB

	Page

Part I - Financial Information (unaudited)

Balance Sheets - February 28, 2001 and	3
August 31, 2000

Statements of Operations - For the six months	4
ended February 28, 2001 and 1999

Statements of Cash Flows - For the six months	5
ended February 28, 2001 and 1999

Notes to Financial Statements     	6

Management's Discussion and Analysis of	7
Results of Operations and Financial Condition

Signature Page	8





"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

	Statements that are not historical facts contained in this
Quarterly Report on Form 10-QSB are forward looking statements
that involve risk and uncertainties that could cause actual
results to differ from projected results.  Factors that could
cause actual results to differ materially include, among others:
general economic conditions, the market price of water, changes
in applicable statutory and regulatory requirements, changes in
technology, uncertainties in the estimation of water available
under decrees and timing of development, the strength and
financial resources of the Company's competitors, the Company's
ability to find and retain skilled personnel, climatic
conditions, labor relations, availability and cost of material
and equipment, delays in the anticipated permit and start-up
dates, environmental risks, and the results of financing efforts.





2
PURE CYCLE CORPORATION
BALANCE SHEETS
(unaudited)

		February 28,	August 31,
	ASSETS		2001			2000
Current assets:
	Cash and cash equivalents	$   484,404	$   821,124
	Trade accounts recievable	1,900	18,619
	Accounts receivable - stock subscriptions 	--	114,500
	Prepaid expenses and
other current assets	     11,259	       11,259
		Total current assets	497,563	965,502
Investment in water and systems:
	Rangeview water supply	13,457,596	13,422,134
	Paradise water supply	 5,487,433	 5,484,868
	Rangeview water system	     126,611	     126,611
	Total investment in water and systems	  19,071,640	19,033,613
Note receivable, including accrued
interest	 358,628	        347,162
Other assets	       1,441	       1,441
	$ 19,927,372	 $ 20,347,718

	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable 	12,156	   6,955
	Billings in excess of costs and
    estimated earnings  (Note 2)	178,167	  772,500
	Accrued liabilities	   8,800	   21,692
	   Total current liabilities	199,123	801,147

Long-term debt - related parties,
  including accrued interest 	4,404,099	4,287,251

Participating interests in Rangeview
    water rights	11,090,630	11,090,630
Stockholders' equity:
	Preferred stock, par value $.001 per
		share; authorized - 25,000,000 shares:
Series A1 - 1,600,000 shares issued
  and outstanding	 1,600	1,600
Series B - 432,514 shares issued
  and outstanding	             433	  433
Series C - 3,200,000 shares issued
  and outstanding	   		   			3,200	    3,200
Series C1 - 500,000 shares issued
  and outstanding   		       		  500	     500
Series C2 - 666,667 shares issued
  and outstanding   		                 667	     667
Series C3 - 1,666,667 shares issued
  and outstanding   		               1,667 	   1,667
Common stock, par value 1/3 of $.01 per
	share; authorized - 135,000,000 shares;
	78,439,763 shares issued and
	78,236,429 shares outstanding	261,584	261,584
	Additional paid-in capital	 24,583,910	24,583,910
	Accumulated deficit	(20,587,641)	(20,549,371)
	Treasury stock at cost; 203,334 shares	    (30,500)	    (135,500)
		Total stockholders' equity	4,233,520	  4,168,690
			$ 19,927,372	$ 20,347,718

See Accompanying Notes to the Financial Statements

3
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)

				Three months Ended
			February 28,	February 29,
				2001			2000
Water service revenue
		Water construction revenues 	$ 19,536	   $   301,349
		Water usage fees	    24,521	     10,449
			 44,057	     311,798

Construction costs incurred (Note 2)	 (   15,000)    	   (233,719)
Water service operating expense 	   (    1,887)	   (    1,300)

Gross Margin	27,170	76,779

General and administrative expense	(70,836)	( 83,519)

Other income (expense):
	Interest income	    9,801	    13,442
	Interest expense:
		Related parties	(  53,928)	( 60,112)
	Other	       --	        --
Net income (loss)	$(87,793)	$(53,410)

Basic and diluted net loss per
common share	$     --*		$     --*

Weighted average common shares
outstanding	78,236,429			78,439,763

*	less than $.01 per share

See Accompanying Notes to the Financial Statements
4
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)



				Six months Ended
			February 28,	February 29,
				2001			2000

Water service revenue
		Water construction revenues 	$ 594,334	   $   613,461
		Water usage fees	    42,430	     17,321
			 636,764	     630,782

Construction costs incurred
 (Note 2)                        ( 456,320)      (475,786)
Water service operating expense 	 (    4,103)	   (    2,600)

Gross Margin	176,341	152,396

General and administrative expense	(  121,845)	( 139,494)

Other income (expense):

	Interest income	    24,083	    29,938
	Interest expense:
		Related parties	(  116,848)	( 118,661)
	Other	       --	    15,374
Net income (loss)	$(38,269)	$(60,447)


Basic and diluted net loss per
  common share	$     --*		$     --*

Weighted average common shares
outstanding	  78,236,429			78,439,763

*	less than $.01 per share









See Accompanying Notes to the Financial Statements
5
PURE CYCLE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)


Six months Ended
			          February 28,	February 29,
				        	2001		       2000
Cash flows from operating activities:
		Net income (loss)		$(38,269)	 $(60,447)
		Adjustments to reconcile
	 	net loss to net cash provided by
			operating activities:
				    Disposal of other assets		--
21,155
	Increase in accrued interest
					on note receivable		 (11,466)	(
12,039)
				Increase in accrued interest on long
				   term debt and other non-current
				   liabilities			116,848	118,661
				Changes in operating assets and liabilities:
			Accounts receivable		16,719	6,106
			  Billings in excess of costs
		    and estimated earnings		(594,334)	         (613,461)
			Accounts payable and
        accrued liabilities		(7,691)	     61,189
				Net cash provided by (used in)
						operating activities		(518,193)
	(478,836)

Cash flows from investing activities:
			Investments in water supply		 ( 38,028)	   (42,567)
			Investment in Rangeview water system	          --
- --
					Net cash used in investing
    activities		  (38,028)	(42,567)

Cash flows from financing activities:
			Proceeds from sale of common stock		219,500
120,000
					Net cash provided by financing
   activities		219,500	120,000

				Net increase (decrease)
					in cash and cash
					equivalents		(336,721)	(401,403)
				Cash and cash equivalents
 					beginning of period	       	821,124
981,025
				Cash and cash equivalents
					end of period		  $ 484,403	$ 579,622


See Accompanying Notes to the Financial Statements
5
PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING PRINCIPLES

	The balance sheet as of February 28, 2001 and the statements
of operations and statements of cash flows for the three and six
months periods ended February 28, 2001 and February 29, 2000 have
been prepared by the Company and have not been audited.  In the
opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position, results of operations and cash flows at February 28,
2001 and for all periods presented have been made.

	Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's fiscal year 2000 Annual Report on Form
10-KSB.  The results of operations for interim periods presented
are not necessarily indicative of the operating results for the
full year.

NOTE 2 - CONSTRUCTION DEPOSITS

	Pursuant to its Service Agreements, the Company is obligated
to provide water and wastewater service to a 400 acre
development which will include the construction of a 500-bed
Academic Model Juvenile Facility ("Model Facility").  The Model
Facility paid Water System Development and Water Resources
Charges to fund construction of water and wastewater systems.
Pursuant to its Service Agreements, the Company has received
$1,998,014 of the total charges of $2,013,495 to be paid by the
Model Facility. Additionally, the Company has received $154,800
from the State of Colorado for the construction of additional
facilities related to the wastewater plant undertaken by the
Company on behalf of the State of Colorado.  The Company has
completed construction of the water facilities and has
substantially completed (with the exception of holding
retainage) all of the construction of wastewater facilities.
The Model Facility is projected to open in July 2001.  Projected
cost for construction of the combined water and sewer capital
project costs of $1,652,895.

	At February 28, 2001, the estimated period to complete the
remaining work for the wastewater facility is approximately one
month, and the Company expects to collect substantially all
related accounts receivable and costs and estimated earnings in
excess of billings on uncompleted contracts as of February 28,
2001 within one year.

NOTE 3 - STOCKHOLDERS' EQUITY

	In December 2000, the Company sold and two accredited
investors purchased, a total of 700,000 shares of common stock,
at $.15 per share, generating proceeds to the Company of
$105,000.  The 700,000 shares were sold from treasury stock.

	In August 2000, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 1,666,667 shares of Series C-3 Preferred Stock to
Mr. Thomas Clark in exchange for 1,666,667 shares of common
stock owned by Mr. Clark.

	In August 2000, the Company committed to issue, and four
accredited investors committed to purchase, a total of 763,333
shares of common stock, at $.15 per share.

	In September 1999, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 666,667 shares of Series C-2 Preferred Stock to
Mr. Thomas Clark in exchange for 666,667 shares of common stock
owned by Mr. Clark.  The Company sold 666,667 shares of the
Company's Common Stock at $.18 per share to three accredited
investor.  Proceeds to the Company were $120,000.  The shares
were issued under Section 4(2) of the Securities Act of 1933.


6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

		During the quarter ended February 28, 2001, the Company
delivered approximately 2.7 million gallons of water to customers
in the Service Area generating revenues from water sales of
$24,521 compared to the delivery of 2.3 million gallon generating
revenues of $10,449 during the three months ended February 29,
2000.  The Company incurred water service operating costs of
$1,887 for the three months ending February 28, 2001 as compared
to $1,300 for the six month ending February 29, 2000, due to an
increase in water deliveries. During the three months ended
February 28, 2001, the Company recognized construction revenues
of $19,536 compared to $301,349 for the three months ended
February 29, 2000 based on the percentage-of-completion of the
project for the Model Facility.  The Company incurred
construction costs of $15,000 during the three months ended
February 28, 2001 compared to $233,719 during the three months
ended February 29, 2000 and has remaining construction deposits
totaling $178,167 as of February 28, 2001.

	During the six months ended February 28, 2001, the Company
generated water service revenues of $42,430 compared to $17,321
for the six months ended February 29, 2000 due primarily to
increased water sales to the Model Facility. The Company incurred
water service operating costs of $4,103 for the six months ending
February 28, 2001 as compared to $2,600 for the six month ending
February 29, 2000, due to an increase in water deliveries. During
the six months ended February 28, 2001, the Company recognized
construction revenues of $594,334 compared to $613,461 for the
six months ended February 29, 2000 based on the percentage-of-
completion of the project for the Model Facility.  The Company
incurred construction costs of $456,320 during the six months
ended February 28, 2001 compared to $475,786 during the six
months ended February 29, 2000 and has remaining construction
deposits totaling $178,167 as of February 28, 2001.  The Company
recognized revenues from construction based on percentage-of-
completion methodology.  As of February 28, 2001, construction of
the water and wastewater facilities for the Model Facility were
approximately 98% complete.

	General and administrative expenses for the six months ended
February 28, 2001 were approximately $17,649 lower than for the
period ended February 29, 2000, primarily because of an decrease
in space costs.  The Company has occupied office space at no cost
owned by a related party since December 2000.  Net loss for the
six months ended February 28, 2001 was $38,269 compared to a net
loss of $60,447 for the six month ended February 29, 2000
primarily because of the sale of more water to the Model
Facility.

Liquidity and Capital Resources

	At February 28, 2001, current assets exceed current
liabilities by $298,440 and, the Company had cash and cash
equivalents of $497,563.

	The Company believes it has sufficient working capital and
available credit to fund its operations for the next year or
longer.  There can be no assurances, however, that the Company
will be successful in marketing the water from its two primary
water projects in the near term.  In the event sales are not
achieved, the Company may sell additional participating
interests in its water projects, incur additional short or long-
term debt or seek to sell additional shares of common or
preferred stock or stock purchase warrants, as deemed necessary
by the Company, to generate working capital.

	Development of any of the water rights that the Company has,
or is seeking to acquire, will require substantial capital
investment by the Company.    Any such additional capital for the
development of the water rights is anticipated to be financed
through the sale of water taps and water delivery charges to a
city  or municipality.  A water tap charge refers to a charge
imposed by a municipality to permit a water user to access a
water delivery system (i.e. a single-family home's tap into the
municipal water system), and a water delivery charge refers to a
water user's monthly water bill generally based on a per 1,000
gallons of water consumed.


7
PURE CYCLE CORPORATION
SIGNATURES


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


								PURE CYCLE CORPORATION

Date:

	April 16, 2001		  /S/  Thomas P. Clark
			Thomas P. Clark,
			President

Date:

	April 16, 2001		  /S/  Mark W. Harding
			Mark W. Harding,
			Chief Financial Officer

































8
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