SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q
   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
              Act of 1934 For the quarter ended September 30, 1998

                          Commission File No. 2-85845-D
 ------------------------------------------------------------------------------




                         SILVERTHORNE PRODUCTION COMPANY
             (Exact name of Registrant as specified in its charter)


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


16053 Via Viajera, Rancho Santa Fe, CA 92091              (619) 759-9123
(Current address of principal executive office)      (Registrant's telephone No.
                                                           with area code)



     Indicate  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

     The number of shares  outstanding of each class of Registrant's  classes of
Common Stock ($.001 par value)as of end of period covered by report was:

                                                  September 30, 1998: 15,757,047


                         PART I - FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  FINANCIAL STATEMENTS.
-------  --------------------

     Financial Statements (unaudited) for quarter year ended September 30, 1998,
attached nd incorporated herein by reference. (See following pages)

<PAGE>
<TABLE>
<CAPTION>

SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled  by  management
(A Developmental Stage Company)
BALANCE SHEET -- September 30, 1998

                                                               Unaudited               Audited
                                                             Sept. 30, 1998         June 30, 1998
                                                             --------------         -------------
ASSETS
------
     <S>                                                      <C>                      <C>
     CURRENT ASSETS:
        Cash                                                  $       0                $       0
                                                              ---------                ---------
                                                              $       0                $       0
                                                              =========                =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

     CURRENT LIABILITIES:
        Accounts Payable                                          8,326                    7,018
                                                              ---------                 --------
                                                              $   8,326                $   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                       (155,027)                (153,719)
                                                              ---------                ---------
        TOTAL SHAREHOLDERS' EQUITY                            $(  8,326)               $(  7,018)
                                                              ---------                ---------
     TOTAL LIABILITIES
     AND SHAREHOLDERS' EQUITY                                 $       0                $       0
                                                              =========                =========














            The accompanying notes are an integral part of the financial statements.
</TABLE>

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
STATEMENT OF OPERATIONS -- September 30, 1998




                                                         Unaudited             Unaudited
                                                       3 months ended        3 months ended
                                                       Sept. 30, 1998         Sept. 30, 1997
                                                       --------------        --------------
<S>                                                      <C>                    <C>
REVENUES: Miscellaneous income                           $        0             $       0
                                                         ----------             ---------

EXPENSES:                                                $    1,308             $   1,351
                                                         ----------             ---------

NET INCOME (LOSS)                                        $(   1,308)            $(  1,351)
                                                         ==========             =========

NET (LOSS) PER COMMON SHARE                              $(   .0000)             $( .0004)
                                                         ----------             ---------

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

</TABLE>






















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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
CASH FLOW STATEMENT -- September 30, 1998


                                                         Unaudited               Unaudited
                                                       3 months ended          3 months ended
                                                       Sept. 30, 1998          Sept. 30, 1997
                                                       --------------          --------------
<S>                                                       <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                           $(1,308)                $(1,378)
     Increase (decrease) in accounts payable                1,308                     677
     Increase in accrued interest                               0                     674
                                                          -------                 -------
     Net cash flows from operation                        $     0                 $(   27)
                                                          -------                 -------
CASH FLOWS FROM FINANCING ACTIVITIES:                     $     0                 $     0
                                                          -------                 -------
     Net cash flows from financing                        $     0                 $     0
                                                          -------                 -------
CASH FLOWS F0R INVESTMENT ACTIVITIES:                     $     0                 $     0
                                                          -------                 -------
     Net cash flows for investments                       $     0                 $     0
                                                          -------                 -------

NET INCREASE IN CASH AND CASH EQUIVALENT                  $     0                 $(   27)
     Cash at beginning of period                                0                      26
                                                          -------                 ------- 
     Cash at end of period                                $     0                 $(    1)
                                                          =======                 =======

</TABLE>














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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

SILVERTHORNE PRODUCTION COMPANY
Unaudited - compiled by management
(A Developmental Stage Company)
STATEMENTS OF SHAREHOLDERSO EQUITY (DEFICIT) -- September 30, 1998




                                                                                                          Total
                                             Common Stock              Additional                      shareholders'
                                       ------------------------         paid-in       Accumulated         equity
                                          Shares         Amount         capital         deficit        (deficiency)
                                       -----------      -------        ----------     ------------     --------------
<S>                                    <C>              <C>            <C>             <C>                <C>
BALANCES, June 30, 1998                #15,757,047      $15,757        $748,230        $(771,005)         $(7,018)
NET INCOME (LOSS) from
 Developmental Stage: Sept. 30, 1998                                                    (  1,308)          (1,308)
                                       -----------      -------        --------        ---------          -------
BALANCES, Sept. 30, 1997               #15,757,047      $15,757        $748,230        $(772,313)         $(8,326)
                                       ===========      =======        ========        =========          =======

</TABLE>

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















NOTES TO FINANCIAL STATEMENTS -- September 30, 1998

     The accounting  policies  followed by Company are set forth in the notes to
the CompanyOs 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
CompanyOs  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  necessary to present  fairly the  CompanyOs  financial
position as of September  30, 1998,  and the results of it  operations  and cash
flows for the three month period ended.

                                      -5-
<PAGE>

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

     As of March 31,  1989,  the Company had returned to a  developmental  stage
company.  The CompanyOs financial condition did not change materially during the
quarter covered by this report.

     LIQUIDITY.  The Company's  liquidity did not change  materially  during the
quarter year covered by this report.  Company had no material  liquid  assets at
the beginning nor at the ending.

     CAPITAL  RESOURCES.   The  Company  had  no  commitments  for  any  capital
expenditures nor increases in capital  resources during the quarter year covered
by this report.

     RESULTS OF  OPERATION.  The  Company  has not had any  business  operations
during  the  quarter  year  covered by this  report.  The  CompanyOs  pursuit of
business  operations  through  acquisition  by stock  exchange or merger has not
materialized. No mergers are being negoitated.



                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 3.  EXHIBITS AND REPORTS ON FORM 8-K.
-------  ---------------------------------

         Exhibits:
         --------

         Exhibit 27 - Financial Data Schedule

         Form 8-K:
         --------

         None.



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
officers, undersigned, thereunto duly authorized.

                                      SILVERTHORNE PRODUCTION COMPANY



Dated: October 2, 1998                By: /s/ David L. Jackson
                                         ---------------------------------------
                                         David L. Jackson, President, Chief
                                         Executive Officer and Director


Dated:  October 2, 1998               By: /s/ T.M. Jackson
                                         ---------------------------------------
                                         T. M Jackson, Secretary and Director

                                      -6-