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  June  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  June  30,  2002:  3,122,749  shares  of  common  stock.

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

Documents  incorporated  by  reference:  None




<PAGE>


                         FORM  10-QSB
                     MOUNTAIN  OIL,  INC.

                            INDEX
<TABLE>
<CAPTION>



                                                    PAGE
<S>                                                    <C>
PART I.     Financial Information
  Item 1.  Financial Statements                        2

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

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

  Statement of Cash Flows for the Six Months           5
  Ended June 30, 2002 and 2001 (unaudited)

              Notes to Financial Statements            6

   Item 2.  Management's Discussion and Analysis     7-8
   of Financial Condition

PART II.  Other Information

  Item 2.  Changes in Securities and Use of Proceeds   8

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

PART III.  Certification of Financial Statements       9


SIGNATURES                                             9
</TABLE>





                                        2
<PAGE>

<TABLE>
<CAPTION>


Part  I.  Financial  Information
Item  1.  Financial  Statements

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


Assets
<S>                                       <C>
Current assets:
  Cash                                    $    71,000
  Accounts receivable                          54,000
  Inventory                                    55,000
  Prepaid Insurance                             6,000
                                          ------------

    Total current assets                      186,000

Property and equipment, net                 1,193,000
                                          ------------

                                          $ 1,379,000
                                          ============

  Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                        $   171,000
  Accrued expenses                            146,000
  Current portion of long-term debt            10,000
                                          ------------

    Total current liabilities                 327,000

Long-term debt                                 34,000
                                          ------------

    Total Liabilities                         361,000

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                      (2,081,000)
                                          ------------

    Total stockholders' equity              1,018,000
                                          ------------

Total Liabilities and Equity                1,379,000
                                          ------------
</TABLE>



                 See accompanying notes to financial statements


                                        3
<PAGE>


                     MOUNTAIN  OIL,  INC.
                   Statement  of  Operations
<TABLE>
<CAPTION>

                                         Three  Months          Six  Months
                                            Ended                Ended
                                 June  30    June  30             June  30,
                                    2002        2001         2002        2001
                              (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)


<S>                          <C>          <C>          <C>          <C>
Oil and gas sales            $  137,000   $  268,000   $  288,000   $  540,000

Costs and expenses:
  Operating Costs                87,000      219,000      154,000      405,000
  General and
  administrative
  expenses                       45,000      124,000      131,000      256,000
  Depreciation,
  depletion and
  amortization expense           45,000       57,000       93,000      114,000
                             -----------  -----------  -----------  -----------

                                177,000      400,000      378,000      777,000

       Income (loss)
from operations                 (40,000)    (132,000)     (90,000)    (235,000)

Interest expense                 (4,000)      (2,000)      (6,000)     (28,000)
Other income                     10,000        4,000       13,000       22,000
                             -----------  -----------  -----------  -----------

       Income (loss)
before provision
for income taxes                (34,000)    (130,000)     (83,000)    (241,000)

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

       Net income (loss)        (34,000)    (130,000)     (83,000)    (241,000)
                             ===========  ===========  ===========  ===========

Income (loss) per
common share-
basic and diluted            $     (.01)  $     (.04)  $     (.03)  $     (.08)
                             ===========  ===========  ===========  ===========
Weighted average number
of common shares - basic
and diluted                   3,123,000    3,103,000    3,116,000    2,926,000
                             ===========  ===========  ===========  ===========
</TABLE>







         See  accompanying  notes  to  financial  statements

                                        4
<PAGE>


<TABLE>
<CAPTION>

                     MOUNTAIN  OIL,  INC.
                   Statement  of  Cash  Flows


                                              Six  Months   Ended  June  30,
                                                   2002          2001
                                               (Unaudited)   (Unaudited)
                                               -----------  -----------



<S>                                             <C>         <C>
Cash flows from operating activities:
  Net (loss)                                    $ (83,000)  $ (241,000)
  Adjustments to reconcile net loss
   to net cash used in operating activities:
     Depreciation, depletion and amortization      93,000      114,000
       Provision for doubtful accounts            (17,000)           -
(Increase) decrease in:
       Accounts receivable                         30,000      (22,000)
       Deferred issue costs                             -       64,000
       Prepaid expenses                            (2,000)      15,000
       Inventory                                   (5,000)     (25,000)
       Deposits                                         -       11,000
     Increase (decrease) in:
       Accounts payable                             8,000     (144,000)
       Accrued expenses                            28,000       87,000
                                                ----------  -----------

          Net cash provided by (used in)
          operating activities                     52,000      (91,000)
                                                ----------  -----------

Cash flows used in investing activities-
  purchase of property and equipment              (75,000)    (646,000)
                                                ----------  -----------


Cash flow from financing activities:
Payment of cash overdraft                         (66,000)           -
Payment on convertible notes                      (23,000)           -
Payments on related party notes payable                 -     (338,000)
Payments on long-term debt (conversion
of debentures)                                     (5,000)      (3,000)
Proceeds from issuance of common stock             15,000    1,547,000
                                                ----------  -----------

          Net cash provided by (used in)
          financing activities                    (79,000)   1,206,000
                                                ----------  -----------

          Net increase (decrease) in cash        (102,000)     469,000

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

Cash, end of period                             $  71,000   $  483,000
                                                ==========  ===========
</TABLE>







         See  accompanying  notes  to  financial  statements

                                        5
<PAGE>



                               MOUNTAIN OIL, INC.
                          Notes  to  Financial  Statements

                        Three  Months  Ended  June  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 June 30, 2002 and the results of  operations
                    and  cash  flows  for the six  months  ended June 30,  2002.
                    The  results  of operations for the six 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  June  30,  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  in  the  Company's  most  recent  10KSB.
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  six  months  ended  June  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  -  Six  Months  periods  Ended  June  30, 2002 and 2001

     Net  oil  and gas sales were $288,000 and $540,000 for the six months ended
June  30,  2002 and 2001, respectively.  This 47% decrease in sales is primarily
attributable  to  decreasing  both  the  number  of  our  producing  wells,  the
production rates of our existing wells, and the declining price of oil.  For the
six  months  ended  June 30, 2002 the Company received a gross average of $20.48
per  barrel.

     Operating  costs  for  the  six  months  ended  June 30, 2002 and 2001 were
$154,000  and  $405,000,  respectively. This 62% 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 49% to $131,000 from $256,000
for  the  six  months ended June 30, 2002 and 2001, respectively.  Depreciation,
depletion  and amortization expenses decreased 18% to $93,000 for the six months
ended  June  30,  2002,  from  $114,000  for  the same period in 2001.  Interest
expense for the six months ended June 31, 2002 and 2001 was  $6,000 and $28,000,
respectively.  Other  income  for  these  same  periods  were 13,000 and $22,000
respectively.  These decreases are attributable to the Company's general decline
in  operations and conversion of 822,000 in convertible notes to common stock at
$1.50  in  April  of  2001  and  very  small  interest bearing on bank deposits.

     As a result of the foregoing, we realized a net loss of $83,000 for the six
months  ended  June  30,  2002, as compared to a net loss of 241,000 for the six
months  ended  June  30,  2001.

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

     Net oil and gas sales were $137,000 and $268,000 for the three months ended
June  30,  2002 and 2001, respectively.  This 96% decrease in sales is primarily
attributable  to  decreasing  both  the  number  of  our  producing  wells,  the
production  rates  of  our  existing  wells,  and  the  declining  price of oil.

     Operating  costs  for  the  three  months ended June 30, 2002 and 2001 were
$87,000  and  $219,000,  respectively.  This 60% 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 64% to $45,000 from $124,000
for  the  six  months ended June 30, 2002 and 2001, respectively.  Depreciation,
depletion  and  amortization  expenses  decreased  21%  to $45,000 for the three
months  ended June 30, 2002, from $57,000 for the same period in 2001.  Interest
expense  for  the  three  months  ended  June  31, 2002 and 2001 was  $4,000 and
$2,000,  respectively.  Other  income  for  these  same  periods were 10,000 and
$4,000  respectively.

     As  a  result  of  the foregoing, we realized a net loss of $34,000 for the
three  months  ended June 30, 2002, as compared to a net loss of 130,000 for the
three  months  ended  June  30,  2001.

Liquidity  and  Capital  Resources

     Net  cash  provided  by  (used  in) operating activities for the six months
ended  June  30,  2002 and 2001 was $52,000 and ($91,000), respectively.  During
these  periods  our  net  cash  used  in investing activities was  ($75,000) and
($646,000),  respectively,  which  was  invested in property and equipment.  Our
financing  activities  used  ($79,000) of net cash for the six months ended June
30,  2002,  as  compared  to  $1,206,000  of  net  cash  provided  by  financing
activities  for  the  same  period  in  2001.


                                        7
<PAGE>


     At June 30, 2002, we had a working capital deficit of  $141,000 as compared
to working capital of $344,000 at June 30, 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>

PART  II.  Certification  of  Financial  Statements

     The Company's President, Craig K. Phillips, and CFO, Joseph Ollivier hereby
certifies the financial statements enclosed.  Mr. Phillips and Mr. Ollivier also
certifies that the enclosed financial statements comply with the requirements of
the  Securities  Exchange  Act of 1934 and that the information contained in the
report  fairly  presents,  in all material respects, the financial condition and
results  of  the  company.  The  signing  officer,  Craig K. Phillips and Joseph
Ollivier,  certifies  that  he has reviewed the report and to his knowledge does
not  contain  any  material  misstatements  or  omissions.  Mr. Phillips and Mr.
Ollivier  further  certifies  that  the  signing  officers  are  responsible for
establishing  and  maintaining  internal  controls,  have designed such internal
controls  to  ensure  that  material  information relating to the issuer and its
subsidiaries  is  made  known  to  the officers by those within this entity. Mr.
Phillips  and Mr. Ollivier certifies that there have been no instances of fraud,
whether  or  not  material,  that  involves  management  or employees who have a
significant  role  in  the  issuer's  internal  controls.  Mr.  Phillips and Mr.
Ollivier  further  certifies  that  he  will  evaluate  the effectiveness of the
issuer's  internal controls within 90 days of this report and report whether any
deficiencies  in  the  design  or operation of internal controls could adversely
affect  the  issuer's  ability  to  report  financial  data.



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:  July  26,  2002          By:  /s/  Craig  K.  Phillips,  President





Date:  July  26,  2002          By:  /s/  Joseph  Ollivier,  CFO

                                        9

<PAGE>