U.S. 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, 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
       incorporation or organization)                      No.)


                       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 March 31, 2002: 3,122,749 shares of common stock.

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


<PAGE>




                                   FORM 10-QSB
                               MOUNTAIN OIL, INC.

                                      INDEX
                                                                            Page

PART I.     Financial Information
              Item 1.  Financial Statements

              Balance Sheet as of March 31, 2002 (unaudited)                   2

              Statement of Operations for the Three Months                     3
              Ended March 31, 2002 and 2001 (unaudited)

              Statement of Cash Flows for the Three Months                     4
              Ended March 31, 2002 and 2001 (unaudited)

              Notes to Financial Statements                                    5

              Item 2.  Management's Discussion and Analysis                    6
              of Financial Condition

PART II.      Other Information                                                7

              Item 2.  Changes in Securities and Use of Proceeds               7

              Item 6.  Exhibits and Reports on Form 8-K                        7

SIGNATURES                                                                     8





                                        2


<PAGE>



                  Part I. Financial Information

Item 1.  Financial Statements
                                               MOUNTAIN OIL, INC.
                                                    Balance Sheet

                                       March 31, 2002 (unaudited)

       Assets

Current assets:
  Cash                                                $    79,000
  Accounts receivable                                      68,000
  Other receivable                                          6,000
  Prepaid expenses                                          8,000
  Inventory                                                49,000
                                                       ----------

          Total current assets                            210,000

Property and equipment, net                             1,217,000
                                                      -----------

                                                      $ 1,427,000
                                                      ===========
       Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                                    $   216,000
  Accrued expenses                                        112,000
  Current portion of long-term debt                         5,000
                                                      -----------

          Total current liabilities                       333,000

Long-term debt                                             42,000
                                                      -----------

                                                          375,000

Commitments                                                     -

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                                  (2,047,000)
                                                       -----------

          Total stockholders' equity                    1,052,000
                                                       -----------

                                                      $ 1,427,000
                                                       -----------
                 See accompanying notes to financial statements

                                        3


<PAGE>



                                               MOUNTAIN OIL, INC.
                                          Statement of Operations

                                     Three Months Ended March 31,

                                               2002       2001
                                           (Unaudited) (Unaudited)

Oil and gas sales, net                    $   151,000  $  273,000

Costs and expenses:
  Operating costs                              67,000     172,000
  General and administrative expenses          86,000     148,000
  Depreciation, depletion and amortization
   expense                                     48,000      57,000
                                            ---------    --------

                                              201,000     377,000

       Loss from operations                   (50,000)   (104,000)

Interest expense                               (2,000)    (25,000)
Other income                                    3,000      18,000
                                            ---------    --------

       Loss before provision for
         income taxes                         (49,000)   (111,000)

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

       Net loss                            $  (49,000) $ (111,000)
                                             ========    =========

Loss per common share -
   basic and diluted                       $    (.02)  $     (.05)
                                             ========    =========

Weighted average number of common
  shares - basic and diluted                3,109,416    2,099,301
                                            =========    =========







                 See accompanying notes to financial statements

                                        4


<PAGE>



                                                     MOUNTAIN OIL, INC.
                                                Statement of Cash Flows

                                             Three Months Ended March 31,

                                                  2002         2001
                                               (Unaudited)  (Unaudited)

Cash flows from operating activities:
  Net loss                                     $  (49,000)  $ (111,000)
  Adjustments to reconcile net loss
   to net cash used in operating activities:
     Depreciation, depletion and amortization      48,000       57,000
     Provision for doubtful accounts              (17,000)           -
    (Increase) decrease in:
       Accounts receivable                         10,000      (16,000)
       Prepaid expenses                            (4,000)       6,000
       Inventory                                    1,000      (14,000)
     Increase (decrease) in:
       Accounts payable                            53,000     (101,000)
       Accrued expenses                            (6,000)      66,000
                                                ----------  ----------

          Net cash provided by (used in)
          operating activities                     36,000     (113,000)
                                                ----------  -----------

Cash flows used in investing activities-
  purchase of property and equipment              (54,000)    (310,000)
                                                ----------  -----------

Cash flow from financing activities:
  Cash over-draft                                 (66,000)           -
  Payments on related party notes payable               -     (338,000)
  Payments on long-term debt                      (25,000)      (1,000)
  Proceeds from issuance of common stock           15,000    1,524,000
                                                ----------  ----------

          Net cash (used in) provided by
          financing activities                    (76,000)   1,185,000
                                                ----------  ----------

          Net (decrease) increase in cash         (94,000)     762,000

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

Cash, end of period                             $  79,000   $  776,000
                                                ==========  ==========



                 See accompanying notes to financial statements

                                        5


<PAGE>



                               MOUNTAIN OIL, INC.
                          Notes to Financial Statements

                        Three Months Ended March 31, 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 March 31, 2002 and the results of  operations
                    and cash flows for the three  months  ended March 31,  2002.
                    The results of operations for the three 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  March 31, 2002,  the  Company  had a working  capital
                    deficiency,   an  accumulated   deficit,  and  has  incurred
                    substantial operating losses. In addition, the Company's oil
                    and gas reserves have declined significantly as noted in the
                    unaudited  supplementary  schedules included after the notes
                    to financial statements.  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


                                        6

<PAGE>



                    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  three  months ended  March 31, 2002 the company
   Stock            issued 20,000 shares of its common stock for $15,000


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

Results of Operations - Three Months periods Ended March 31, 2002 and 2001

     Net oil and gas sales were $151,000 and $273,000 for the three months ended
March 31, 2002 and 2001,  respectively.  This 45% decrease in sales is primarily
attributable  to  decreasing  both the  number  of our  producing  wells and the
production  rates of our existing wells, and the declining price of oil from $31
per barrel to $16.

     Operating  costs for the three  months  ended  March 31, 2002 and 2001 were
$67,000 and $172,000,  respectively.  This 61% 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.

     General and administrative  expenses decreased 42% to $86,000 from $148,000
for the three months ended March 31, 2002 and 2001, respectively.  Depreciation,
depletion  and  amortization  expenses  decreased  16% to $48,000  for the three
months ended March 31, 2002, from $57,000 for the same period in 2001.  Interest
expense  for the three  months  ended  March 31,  2002 and 2001 was  $2,000  and
$25,000,  respectively.  Other  income  for these  same  periods  was $3,000 and
$18,000,  respectively.  These  decreases  are  attributable  to  the  Company's
non-acquisition  of  capital  in 2002 and very  small  interest  bearing on bank
deposits.

     As a result of the  foregoing,  we  realized a net loss of $49,000  for the
three months ended March 31, 2002, as compared to a net loss of $111,000 for the
three months ended March 31, 2001.

Liquidity and Capital Resources

     Net cash  provided by (used in) operating  activities  for the three months
ended March 31, 2002 and 2001 was $36,000 and ($113,000),  respectively.  During
these  periods  our net cash used in  investing  activities  was  ($54,000)  and
($310,000),  respectively,  which was  invested in property and  equipment.  Our
financing activities used ($76,000) of net cash for the three months ended


                                        7

<PAGE>



March 31,  2002,  as compared to  $1,185,000  of net cash  provided by financing
activities for the same period in 2001.

     At March 31,  2002,  we had a  working  capital  deficit  of  $123,000,  as
compared  to working  capital of $745,000 at March 31,  2001.  This  substantial
difference to our working  capital is due to our public  offering that closed in
February  2001  that  increased  our  working  capital  substantially  and  then
resulting operations and expenses that have resulted in deficits.

     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.

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


                                        8

<PAGE>



                                   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:  May 14, 2002          By: /s/ Craig K. Phillips, President

Date:  May 14, 2002          By: /s/ Joseph Ollivier, CFO





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