<PAGE>


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



                                   FORM 10-Q/A
                                 AMENDMENT NO. 1



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



                For the quarterly period ended March 31, 1999


                         Commission File Number: 0-11730


                         Silverthorne Production Company
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)


          Colorado                                   84-0189377
----------------------------              ---------------------------------
(State of other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)


             16053 Via Viajera, Rancho Santa Fe, California 92091
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                                (619) 759-9123
                        -------------------------------
                        (Registrant's telephone number)




Indicated by check mark whether Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months or for such shorter period that Registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.

                         [ X ]  Yes    [   ]  No


As of March 31, 1999, 15,757,047 shares of common stock, $.001 par value, were
outstanding.



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                                   INDEX

                                                                  PAGE
                                                                 NUMBER

Part I.  Financial Information

     Item I.  Financial Statements                                  3

              Balance Sheet as of March 31, 1999
              (Unaudited) and June 30, 1998 (Audited)               3

              Statement of Operations for Three Months
              ended March 31, 1999 and 1998 (Unaudited)
              and Nine Months ended March 31, 1999 and
              March 31, 1998(Unaudited)                             4

              Statement of Cash Flows for Nine Months
              ended March 31, 1999 and 1998 (Unaudited)             5

              Notes to Financial Statements                         6

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                            7

Part II.  Other Information                                         8

     Item 1.  Legal Proceedings                                     8
     Item 2.  Changes in Securities                                 8
     Item 3.  Defaults upon Senior Securities                       8
     Item 4.  Submission of Matters to a Vote of Security
              Holders                                               8
     Item 5.  Other Information                                     8
     Item 6.  Exhibits and Reports on Form 8-K                      8

Signatures                                                          9




















                                      2
<PAGE>




SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
BALANCE SHEETS

                                                 Unaudited        Audited
                                               March 31, 1999  June 30, 1998
                                               --------------  -------------
ASSETS

  CURRENT ASSETS:
    Cash                                          $       0      $       0
                                                  ---------      ---------
                                                  $       0      $       0
                                                  =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Accounts Payable                                  8,552          7,018
                                                  ---------      ---------
                                                  $   8,552      $   7,018
                                                  ---------      ---------

  SHAREHOLDERS' EQUITY (DEFICIENCY)
    Common Stock: par value $.001
     authorized 50,000,000 shares; issued
     and outstanding: 15,757,047 shares           $  15,757      $  15,757
    Additional paid-in capital                      748,230        748,230
                                                  ---------      ---------
    Retained earnings deficit:
     From regular operations                       (617,286)      (617,286)
     Accumulated: developmental stage              (155,253)      (153,719)
                                                  ---------      ---------
      TOTAL SHAREHOLDERS' EQUITY                  $(  8,552)     $(  7,018)
                                                  ---------      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $       0      $       0
                                                  =========      =========

















The accompanying notes are an integral part of the financial statements.

                                      3
<PAGE>



SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
STATEMENTS OF OPERATIONS


                 Unaudited       Unaudited       Unaudited       Unaudited
               3 months ended  3 months ended  9 months ended  9 months ended
               March 31, 1999  March 31, 1998  March 31, 1999  March 31, 1998
               --------------  --------------  --------------  --------------

REVENUES:
 Miscellaneous
  income          $        0      $       0       $        0      $       0
                  ----------      ---------       ----------      ---------
EXPENSES:         $        0      $  11,466       $    1,534      $  11,466
                  ----------      ---------       ----------      ---------

NET INCOME
 (LOSS)           $(       0)     $( 11,466)      $(   1,534)     $( 11,466)
                  ==========      =========       ==========      =========

NET (LOSS) PER
 COMMON SHARE     $(       0)     $(  .0033)      $(       0)     $(  .0033)
                  ----------      ---------       ----------      ---------

COMMON SHARES
 OUTSTANDING      15,757,047      3,505,047       15,757,047      3,505,047
                  ==========      =========       ==========      =========


























The accompanying notes are an integral part of the financial statements.

                                      4
<PAGE>



SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
CASH FLOWS STATEMENT

                                                Unaudited        Unaudited
                                              9 months ended   9 months ended
                                              March 31, 1999   March 31, 1998
                                              --------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                     $(1,534)         $(11,466)
  Increase (decrease) in accounts payable          1,534             9,961
  Increase in accrued interest                         0             1,798
                                                 -------          --------
   Net cash flows from operations                $     0          $(     7)
                                                 -------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:            $     0          $      0
                                                 -------          --------

   Net cash flows from financing                 $     0          $      0
                                                 -------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:            $     0          $      0
                                                 -------          --------

   Deferred feasibility costs                    $     0          $      9

   Net cash flows from investing activities            0                (9)
                                                 -------          --------

NET INCREASE IN CASH AND CASH EQUIVALENTS        $     0          $(     7)
  Cash at beginning of period                          0           (     2)
                                                 -------          --------
  Cash at end of period                          $     0          $(     9)
                                                 =======          ========


















The accompanying notes are an integral part of the financial statements.

                                      5
<PAGE>



SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
NOTES TO FINANCIAL STATEMENTS -- MARCH 31, 1999

     The accounting policies followed by Company are set forth in the notes to
the Company's audited financial statements in the Form 10-K Report filed for
the year ended June 30, 1998, which is incorporated by reference.  Such
policies have been continued without change.  Also, refer to those notes for
details of the Company s financial condition, results of operations and cash
flows.  All material items in those note have not changed.

     In the opinion of management, the accompanying interim financial
statements contain all adjustments (including normal recurring adjustments)
necessary to present fairly the Company's financial position as of March 31,
1999, and the results of operations and cash flows for the periods presented.










































                                       6
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ITEM 2.  MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.

     The Company has been a developmental stage company since 1989.  The
Company's financial condition did not change materially during the quarter
covered by this report.

     The Company generated no revenues during the quarter ended March 31,
1999, and management does not anticipate any revenues until following the
conclusion of a merger or acquisition, if any, as contemplated by the
Company's business plan.

     The Company has no capital.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

     At March 31, 1999, the Company had no material commitments for capital
expenditures.

YEAR 2000 COMPLIANCE

     The Company is aware of the issues associated with the programming code
in existing computer systems as the year 2000 approaches.  The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any computers, and since
it has no customers or suppliers, it does not believe that there are any
material year 2000 issues to disclose in this Report.






























                                      7
<PAGE>



                          PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         The Company filed a Form 8-K dated March 11, 1999, which reported
under Items 1 and 2 a transaction in which the Company was going to do a
reverse acquisition with Pricenet.com.  This transaction was subsequently
terminated on March 30, 1999, and a Form 8-K dated March 30, 1999 was filed
reporting this termination.





























                                      8
<PAGE>



                               SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendmend No.1 to this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                              SILVERTHORNE PRODUCTION COMPANY



Dated: August 19, 1999        By:/s/ David L. Jackson
                                 David L. Jackson, President, Chief
                                  Executive Officer and Director








































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