U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                   Washington,  D.C.  20549

                     AMENDMENT NO. 1 TO
                         FORM  10-QSB

    [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
           OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

       For  the  nine  month  period  ended  September  30,  2002

   [  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
         OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

           For  the  transition  period  from _____ to _____

               Commission  File  No.  333-37842

                     MOUNTAIN  OIL,  INC.
  (Exact  name  of  small  business  issuer  as  specified  in  its
                          charter)

            Utah                                   87-0639343
(State  or  other  jurisdiction  of   (IRS  Employer  Identification  No.)
 incorporation  or  organization)


             3954  East  200  North  East  Highway  40
                      Ballard,  UT  84066
          (Address  of  principal  executive  offices)

                       (435)  722-2992
                 (Issuer's  telephone  number)

                       Not  Applicable
(Former  name,  address  and  fiscal  year,  if  changed  since  last  report)

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

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING  FIVE  YEARS:

Check  whether the registrant has filed all documents and reports required to be
filed  by  Sections  12,  13,  or  15(d)  of  the Exchange Act subsequent to the
distribution  of  securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  September  30,  2002:  3,122,749  shares  of  common  stock.

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

Documents  incorporated  by  reference:  None
<TABLE>
<CAPTION>


                         FORM  10-QSB
                     MOUNTAIN  OIL,  INC.


INDEX
<S>                                                                     <C>
                                                                       Page

PART I.     Financial Information

              Item 1.  Financial Statements                              3

              Balance Sheet as of September 30, 2002 (unaudited)         3

              Statement of Operations for the Three and Nine             4
              Months Ended September 30, 2002 and 2001 (unaudited)

              Statement of Cash Flows for the Nine Months5
              Ended September 30, 2002 and 2001 (unaudited)

              Notes to Financial Statements                              6

              Item 2.  Management's Discussion and Analysis              7
              of Financial Condition

PART II.      Other Information


SIGNATURES                                                               9

CERTIFICATION OF FINANCIAL STATEMENTS                                    9

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT         10

</TABLE>







                              2
<PAGE>

<TABLE>
<CAPTION>

Part  I.  Financial  Information
Item  1.  Financial  Statements

                     MOUNTAIN  OIL,  INC.
                        Balance  Sheet
                        September  30,  2002
                         (unaudited)


<S>                                       <C>
       Assets

Current assets:
  Cash                                    $    64,000
Accounts receivable                            87,000
  Inventory                                    55,000
  Prepaid Insurance                             3,000

          Total current assets                209,000

Property and equipment, net                 1,186,000

       Total Assets                       $ 1,395,000
                                          ===========


 Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                        $   199,000
  Accrued expenses                            181,000
  Current portion of long-term debt             9,000

          Total current liabilities           389,000

Long-term debt                                 33,000

     Total Liabilities                        422,000

Stockholders' equity:
  Preferred stock, no par value,
   authorized 10,000,000 shares;
   no shares issued or outstanding                  -
  Common stock, no par value, authorized
   50,000,000 shares; 3,122,749 shares
   issued and outstanding                   3,099,000
  Accumulated deficit                      (2,126,000)

          Total stockholders' equity          973,000

Total Liabilities and Equity              $ 1,395,000
                                          ===========

</TABLE>



        See  accompanying  notes  to  financial  statements





                              3
<PAGE>

<TABLE>
<CAPTION>


                     MOUNTAIN  OIL,  INC.
                   Statement  of  Operations


                                              Three Months                Nine Months
                                                 Ended                      Ended
                                              September 30               September 30,
                                           2002          2001          2002         2001
<S>                                 <C>              <C>           <C>           <C>
                                        (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)

Oil and gas sales                   $      170,000   $   336,000   $   458,000   $  876,000
                                    ---------------  ------------  ------------  -----------

Costs and expenses:
  Operating Costs                           96,000       167,000       250,000      572,000
  General and
  administrative
  expenses                                  62,000        93,000       193,000      349,000
  Depreciation,
  depletion and
  amortization expense                      55,000       166,000       148,000      280,000
                                    ---------------  ------------  ------------  -----------

Total Costs and expenses            $      213,000   $   320,000   $   591,000   $1,201,000
                                    ---------------  ------------  ------------  -----------

       Loss from
       Operations                          (43,000)      (90,000)     (133,000)    (325,000)

Interest expense                            (3,000)       (2,000)       (9,000)     (30,000)
Other income                                 1,000         2,000        14,000       24,000
                                    ---------------  ------------  ------------  -----------

       Loss before
       provision for
       income taxes                        (45,000)      (90,000)     (128,000)    (331,000)

Provision for income taxes                       -             -             -            -
                                    ---------------  ------------  ------------  -----------

       Net Loss                            (45,000)      (90,000)     (128,000)    (331,000)
                                    ===============  ============  ============  ===========

Loss per
common share -
basic and diluted                   $         (.01)  $      (.03)  $      (.04)  $     (.11)
                                    ===============  ============  ============  ===========

Weighted average number
of common shares - basic
and diluted                              3,123,000     3,103,000     3,118,000    2,985,000

</TABLE>

         See  accompanying  notes  to  financial  statements

                              4
<PAGE>

<TABLE>
<CAPTION>


                     MOUNTAIN  OIL,  INC.
                   Statement  of  Cash  Flows



                                           Nine Months Ended September 30,
                                                    2002          2001
                                                 (Unaudited)  (Unaudited)
<S>                                             <C>           <C>
Cash flows from operating activities:
  Net loss                                      $  (128,000)  $ (331,000)
  Adjustments to reconcile net income loss
   to net cash used in operating activities:
     Depreciation, depletion and amortization       148,000      280,000
          Provision for doubtful accounts           (17,000)           -
     (Increase) decrease in:
       Accounts receivable                           (2,000)     (40,000)
       Deferred issue costs                               -       64,000
       Prepaid expenses                                   -       15,000
       Inventory                                     (5,000)     (12,000)
       Deposits                                           -       11,000
     Increase (decrease) in:
       Accounts payable                              36,000     (207,000)
       Accrued expenses                              63,000      100,000
                                                ------------  -----------

          Net cash provided by (used in)
          operating activities                       95,000     (120,000)
                                                ------------  -----------

Cash used in investing activities-
  purchase of property and equipment               (123,000)    (773,000)
                                                ------------  -----------

Cash flow from financing activities:
Payment of cash overdraft                           (66,000)           -
Payment of convertible notes                        (23,000)           -
Payment on related party notes payable                    -     (338,000)
  Payments on long-term debt                         (7,000)      (5,000)
  Proceeds from issuance of common stock             15,000    1,547,000
                                                ------------  -----------

          Net cash (used in) provided by
          financing activities                      (81,000)   1,204,000
                                                ------------  -----------

          Net (decrease) increase in cash          (109,000)     311,000

Cash, beginning of period                           173,000       14,000
                                                ------------  -----------

Cash, end of period                             $    64,000   $  325,000
                                                ============  ===========

</TABLE>

         See  accompanying  notes  to  financial  statements

                              5
<PAGE>

                               MOUNTAIN OIL, INC.
                          Notes  to  Financial  Statements

                        Periods  Ended  September  30,  2002

1. Organization    Organization
   and             The Company is  incorporated  under the laws of the state of
   Summary         Utah  and is primarily engaged in the business of acquiring,
   of Significant  developing,  producing and selling oil and gas products and
   Accounting      properties  to  companies located in the continental  United
   Policies        States.

                   Unaudited  Financial  Information
                   The unaudited  financial  statements include the accounts of
                   the  Company  and include  all  adjustments  (consisting  of
                   normal  recurring  items),  which are, in the opinion of the
                   management,   necessary  to  present  fairly  the
                   financial  position as of September 30, 2002 and the results
                   of operations  and  cash  flows  for  the three and nine
                   months ended September  30, 2002. The results of operations
                   for the three and nine  months  ended  are  not  necessarily
                   indicative of the results to be expected for the entire year

                   Earnings  Per  Share

                   The  computation of basic earnings per common share is based
                   on the weighted average number of shares  outstanding during
                   the  period.

                   The  computation  of diluted  earnings  per common  share is
                   based on the weighted  average number of shares  outstanding
                   during the period plus the common  stock  equivalents  which
                   would arise from the exercise of stock  options and warrants
                   outstanding  using the treasury stock method and the average
                   market  price per share  during  the  period.  Common  stock
                   equivalents  are not  included in the diluted  earnings  per
                   share  calculation  when  their  effect  is  antidilutive.

                   Going  Concern

                   The  accompanying  financial  statements  have been prepared
                   assuming that the Company will continue as a going  concern.
                   As  of  September  30,  2002,  the  Company  had  a  working
                   capital deficiency, an accumulated deficit, and has incurred
                   substantial   operating   losses.   These   conditions raise
                   substantial  doubt about  the  ability  of  the  Company  to
                   continue as a going concern. The consolidated financial
                   statements do not include any adjustments that might result
                   from the outcome of  these uncertainties. Management intends
                   to  reduce operating costs through the reduction of personnel
                   and direct  production  efforts to the more profitable wells.
                   If the Company is unable to obtain profitable operation it
                   Will require additional debt or equity financing. There can
                   be no assurance that the Company will be successful in its
                   efforts to  secure  debt  or equity financing should the
                   need arise.

2. Common          During the nine months ended September 30, 2002 the company
   Stock           issued  20,000  shares  of  its  common  stock  for  $15,000

                                        6
<PAGE>



Item  2. Management's Discussion and Analysis of Financial Condition and Plan of
        Operation

Results of Operations - Nine Months and Three Months periods Ended September 30,
2002  and  2001

     Net  oil and gas sales were $458,000 and $876,000 for the nine months ended
September  30,  2002  and  2001,  respectively.  This  48%  decrease in sales is
primarily attributable to decreasing both the number of our producing wells, and
the production rates of our existing wells.  For the nine months ended September
30,  2002  the  Company received an average of $21.77 per barrel.  For the three
months  ended  September  30, 2002 and 2001, net oil and gas sales were $170,000
and  $336,000,  respectively,  resulting  in  a  49%  reduction. The significant
decrease  in  revenues  was  due to our continued effort at concentration on the
more  profitable  wells.  During  2002,  in  order  to  improve our cash flow we
determined  to  focus  our operating efforts on the wells that were producing at
the  highest  rate  and  at the least cost.  Such efforts have improved our cash
flow  and  reduced  our  net loss but have resulted in a significant decrease in
revenue.  If  we  are able to improve our cash flow in the future, we may return
to  the currently non-producing wells with the intent on upgrading and improving
the  equipment  on such wells thus resulting in increased productivity.  We also
may  return  to  such  wells  if  the  price of oil increases to the extent that
production  becomes  economically  feasible.

     Operating  costs for the nine months ended September 30, 2002 and 2001 were
$250,000  and  $572,000  respectively.  This 56% decrease in production costs is
attributable to the reduction of our well reworking activities.  We also reduced
our  full-time  production  employees  to  a total of four in January because of
lower  oil  prices.  For  the  three  months  ended  September 30,2002 and 2001,
operating  costs  were  96,000  and  167,000,  respectively,  resulting in a 42%
decrease.

     General and administrative expenses decreased 45% to $193,000 from $349,000
for  the  nine  months  ended  September  30,  2002  and  2001,  respectively.
Depreciation,  depletion and amortization expenses decreased 47% to $148,000 for
the  nine  months ended September 30, 2002, from $280,000 for the same period in
2001. The significant decrease in depreciation, depletion and amortization was a
direct  result  of  the  decrease  in  production  as discussed above.  Interest
expense  for  the  nine months ended September 30, 2002 and 2001 was  $9,000 and
$30,000,  respectively.  Other  income  for  these same periods were $14,000 and
$24,000 respectively.  These decreases are attributable to the Company's general
decline in operations. Our current efforts to concentrate on the more profitable
wells  and  decrease  production  costs have resulted in increased gross margins
(revenues less operating costs) from 35% for the nine months ended September 30,
2001  to  45%  for  the  respective  period  in 2002.  In addition, such efforts
combined with our reduction of general and administrative expenses resulted in a
61% decrease in the net loss from September 30, 2001 to 2002 as well as positive
cash  flow  generated  from  operating activities of $95,000 for the nine months
ended  September  30,  2002.

     As  a  result  of the foregoing, we realized a net loss of $128,000 for the
nine  months ended September 30, 2002, as compared to a net loss of $331,000 for
the  nine months ended September 30, 2001.  For the three months ended September
30,  2002,  we realized a net loss of $45,000, compared to a net loss of $90,000
for  the  three  months  ended  September  30,  2001.

Liquidity  and  Capital  Resources

     As  noted  above,  during  2002  we have concentrated on improving our cash
flows in order to be able to sustain operations through cash flow generated from
operations.  During  the  nine months ended September 30, 2002 we generated cash
flow  from  operating  activities  of  $95,000  as compared to cash flow used in
operating  activities  of $120,000 in the same period of 2001, an improvement of
$215,000.  This improvement was a direct result of our efforts to concentrate on
the  production  of  our wells producing at the highest rate for the least cost.



                                        7
<PAGE>

     In  addition,  we  have significantly decreased our expenditures on new oil
and  gas equipment and other capital improvements.  During the nine months ended
September  30,  2002, we acquired $123,000 of property and equipment as compared
to  $773,000  in  September  30,  2001.  We  plan  to  continue  to focus on the
producing  wells  that are not in need of significant capital improvements until
we  can generate sufficient cash flow to rework and improve other wells or until
the  price  of  oil  increases  to the extent that rework and improvement become
economically  feasible.

     As  a result of the payment of cash overdraft existing at December 31, 2001
and  ongoing  payments  of  long-term  debt, offset by $15,000 received from the
issuance  of 20,000 shares of common stock, we used cash in financing activities
of  $81,000  during  the  nine months ended September 30, 2002.  During the same
period  in  2001,  we generated $1,204,000 from financing activities mainly as a
result  of  our  initial  public  offering in February 2001 in which we received
$1,547,000.

     At  September  30,  2002,  we had a working capital deficit of  $180,000 as
compared  to $86,000 at December 31, 2001.  This decrease to our working capital
is  due  to expenditures on capital improvements during 2002 as well as payments
on  debt.

     Mountain Oil has reduced operating costs through the reduction of personnel
and  has  shifted direct production efforts to the more profitable wells. If the
Company  is  unable  to  operate  profitably  it will require additional debt or
equity financing within the next twelve months. If Mountain Oil is successful in
improving production during this period and/or if the price of oil increases, we
believe  that Mountain Oil will generate sufficient revenues internally to cover
its  operating  expenses.  The company is currently looking for opportunities to
develop  its  undeveloped  lease  acreage by drilling new wells with partners or
through  farm-out  arrangements.

Item  4.  Controls  and  Procedures

     (a)  Evaluation  of  disclosure  controls  and  procedures

     Based  on  their evaluations as of a date within 90 days of the filing date
of  this report, the principal executive officer and principal financial officer
of  the  Company  have  concluded  that  the  Company's  disclosure controls and
procedures  (as  defined  in  Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange  Act) are effective to ensure that information required to be disclosed
by the Company in reports that the Company files or submits under the Securities
Exchange  Act  is  recorded,  processed, summarized and reported within the time
periods  specified  in  the  rules  and  forms  of  the  SEC.

     (b)  Changes  in  internal  controls

     There  were no significant changes in the Company's internal controls or in
other factors that could significantly affect these internal controls subsequent
to  the  date  of their most recent evaluation, including any corrective actions
with  regard  to  significant  deficiencies  and  material  weaknesses.

Forward-Looking  Statements

     This  Form  10-QSB  includes,  without   limitation,  certain  statements
containing  the  words  "believes",  "anticipates",  "estimates", and words of a
similar  nature,  constitute  "forward-looking statements" within the meaning of
the  Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor"  for  forward-looking  statements  to  encourage  companies  to  provide
prospective  information  about  themselves  so  long  as  they  identify  these
statements  as forward  looking and provide  meaningful,  cautionary  statements
identifying important factors that could cause actual results to differ from the
projected results.  All statements other than statements of historical fact made
in  this  Form 10-QSB are forward-looking.  In particular, the statements herein
regarding  industry  prospects  and  future  results



                                        8
<PAGE>


of  operations  or  financial  position  are  forward-looking  statements.
Forward-looking  statements  reflect  management's  current expectations and are
inherently  uncertain.  The  Company's  actual  results may differ significantly
from  management's  expectations.

  Part  II.  Other  Information

Item  1.  Changes  in  Securities  and  Use  of  Proceeds

On  March  14,  2002,  the  Company  sold 20,000 shares of its common stock to a
single investor for $15,000.  Based on information provided by the investor, the
Company believes the investor to be an accredited investor within the meaning of
Rule 501 of Regulation D. The shares were sold in reliance on the exemption from
registration  set forth in Section 4(2) of the Securities Act of 1933. No broker
was  involved  in  the  transaction  and no commissions were paid to any person.

Item  2.  Exhibits  and  Reports  n  Form  8-K:  None


SIGNATURES

     In  accordance  with the Exchange Act, the registrant caused this report to
be  signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.

                             MOUNTAIN  OIL,  INC.

Date: December 4, 2002       By:  /s/  Craig  K.  Phillips,  President

Date: December 4, 2002       By:  /s/  Joseph  Ollivier,  CFO



                                  CERTIFICATION

We,  Craig  Phillips  (President)  and  Joseph  Ollivier  (CFO)  certify  that:

1.   We have reviewed this quarterly report on Form 10-QSB/A of Mountain
     Oil, Inc.;

2.    Based  on  our  knowledge, this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made, not misleading with  respect to the period covered by this quarterly
report;

3.    Based  on  our  knowledge,  the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.    We  and  the  registrant's  other certifying officers are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)    designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)    evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)    presented in this quarterly report are our conclusions about the
effectiveness of the disclosure controls and  procedures based on our evaluation
as of the Evaluation Date;

5.    We  and  the registrant's other certifying officers have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

a)    all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

                                        9
<PAGE>


b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     We  and the registrant's other certifying officers have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


Date:  12/4/02     By:  /s/  Craig  Phillips,  President

Date:  12/4/02     By:  /s/  Joseph  Ollivier,  CFO



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002


     In  connection  with  the  quarterly  report  of  Mountain  Oil,  Inc. (the
"Company") on Form 10-Q for the quarter ended September 30, 2002, Craig Phillips
hereby  certifies,  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes  -  Oxley  Act  of 2002, that to the best of his
knowledge:

1.     The  quarterly  report  fully  complies  with the requirements of Section
13(a)  of  the  Securities  Exchange  Act  of  1934;  and

2.     The information contained in the quarterly report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


December  4,  2002               /s/  Craig  Phillips,  President
------------------               --------------------------------



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002


     In  connection  with  the  quarterly  report  of  Mountain  Oil,  Inc. (the
"Company")  on  Form  10-Q  for  the  quarter  ended  September 30, 2002, Joseph
Ollivier  hereby  certifies,  pursuant  to  18  U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of
his  knowledge:

3.     The  quarterly  report  fully  complies  with the requirements of Section
13(a)  of  the  Securities  Exchange  Act  of  1934;  and

4.     The information contained in the quarterly report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


December  4,  2002               /s/  Joseph  Ollivier,  CFO
------------------               ---------------------------


                                       10