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

                                   FORM 10-KSB
   
                                AMENDEMENT NO. 1
    
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

   For the fiscal year ended FEBRUARY 29, 1996

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

   For the transition period from _______TO_______.

                         Commission File Number 0-14873

                           NEVADA ENERGY COMPANY, INC.
                ------------------------------------------------
                 (Name of small business issuer in its charter)

             DELAWARE                                          84-0897771
         ---------------                                     --------------
   (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                  510 Castillo street, Santa Barbara, CA 93101
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (805) 884-8350
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                   401 East Fourth Street, Reno, Nevada 89512
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)
  
Securities registered under Section 12(b) of the Act: NONE

   Title of each class                 Name of each exchange on which registered

     Class A Common                                 NASDAQ
     ----------------------                       ---------
     Class B Common                               No Market
     ----------------------                       ---------
     Series A Preferred                           No Market
     ----------------------                       ---------
     Series B Preferred                           No Market
     ----------------------                       ---------

Securities registered under Section 12(g) of the Act:

                      CLASS A COMMON STOCK, $.001 PAR VALUE
                     -------------------------------------2
                                (Title of class)

                      -------------------------------------
                                (Title of class)

      Check whether the issuer (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
    -----       -----
      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's consolidated revenues for its most recent fiscal year.  $1,697,258

                       (Continued on Page 2 of cover page)

<PAGE>

                             (Page 2 of cover page)

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDING DURING THE PAST FIVE YEARS)

      Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. YES  X  NO
                                                     ---    ---

      The aggregate market value of the voting stock held by NON-AFFILIATES
computed by reference to the average bid and asked prices of such stock as of
June 7, 1996.  Series A Preferred stock, $.001 par value, $0 (No market), Series
B Preferred stock, $.001 par value, $0 (No market), Class B common Stock $.001
par value, $0 (No market), Class A Common Stock $.001 par value, $12,823,296.

      As of June 1, 1996, there were 8,960,866 shares of Nevada Energy Company,
Inc. Class A Common Stock $.001 par value outstanding and 4,437,473 shares of
Class B Common Stock $.001 par value outstanding. Also, as of June 1, 1996 there
were 1,980,795 shares of Series A Preferred Stock outstanding, par value $.001
and 5 shares of Series B Preferred outstanding, par value $001.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

      Transitional Small Business Disclosure Format (check one):
Yes    No X
   ---   ---





<PAGE>



                                   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 thereunto duly authorized.

                                                NEVADA ENERGY COMPANY, INC.

Date:  November 4, 1996                           /s/ Stefan Tevis
       ---------------                          ---------------------------   
                                                Stefan Tevis, President

Date:  November 4, 1996                           /s/ Kenton H. Bowers
       ---------------                          ---------------------------
                                                Kenton H. Bowers
                                                Controller































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