Quarterly filing March 2002.


                                   UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                          ----------------------------

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

                           ---------------------------

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

     For the first quarter ended March 31, 2002

                               -------------------

( )  TRANSITION REPORT PERSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

          For the transition period from  ___________ to ___________

                    Commission File Number:  0-49655



                          ANTICLINE URANIUM, INC.
      (Exact name of small business issuer as specified in its charter)

          NEVADA                                  87-0678927
 (State of incorporation)               (I.R.S. EMPLOYER ID NO.)

     3098 South Highland Drive, Suite 323
     Salt Lake City, Utah                         84106-3085
(Address of principal executive offices)         (Zip Code)


                        (801) 467-2021
        (Issuer's telephone number, including area code)


     Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.

     Class                         Outstanding as of June 24, 2002
------------------               ----------------------------------
Common Capital Voting Stock,            5,213,112 shares
$0.001 par value per share


                           FORWARD-LOOKING STATEMENTS

This first amended Quarterly Report on Form 10-QSB, Financial Statements and
Notes to Financial Statements contain forward looking-statements. All statements
made in this Report or in another Report incorporated by reference that are not
statements of historical fact are forward-looking statements. The reader is
cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date of the respective Reports. Important factors could
cause actual results to differ from those expressed in the forward-looking
statements.


                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                             ANTICLINE URANIUM, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                        March 31,  December 31,
                                                            2002          2001
                                                        --------   -----------
                        ASSETS
Current Assets
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . $  2,238      $  6,667
                                                        --------      --------
   Total Current Assets . . . . . . . . . . . . . . . .    2,238         6,667
                                                        --------      --------
Total Assets. . . . . . . . . . . . . . . . . . . . . . $  2,238      $  6,667
                                                        ========      ========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accrued liabilities. . . . . . . . . . . . . . . . . . $  2,605      $  1,743
                                                        --------      --------

   Total Current Liabilities. . . . . . . . . . . . . .    2,605         1,743
                                                        --------      --------

Long-Term Liabilities
 Notes payable. . . . . . . . . . . . . . . . . . . . .   20,000        20,000
 Notes payable - related parties. . . . . . . . . . . .   30,000        30,000
                                                        --------      --------

   Total Long-Term Liabilities. . . . . . . . . . . . .   50,000        50,000
                                                        --------      --------

Stockholders' Deficit
  Common stock - $0.001 par value; 50,000,000 shares
   authorized; 5,213,112 shares issued and outstanding .   5,213         5,213
  Additional paid-in capital . . . . . . . . . . . . . . 661,477       661,477
  Accumulated deficit. . . . . . . . . . . . . . . . . .(717,057)     (711,766)
                                                        --------      --------

   Total Stockholders' Deficit . . . . . . . . . . . . . (50,367)      (45,076)
                                                        --------      --------

Total Liabilities and Stockholders' Deficit . . . . . . $  2,238      $  6,667
                                                        ========      ========


     The accompanying notes are an integral part of these unaudited combined
                              financial statements.

                                       3


                             ANTICLINE URANIUM, INC.
            COMBINED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (UNAUDITED)

                                                         For the Three Months
                                                            Ended March 31,
                                                        ----------------------
                                                             2002         2001
                                                        ----------   ---------


General and Administrative Expenses. . . . . . . . . .  $   (4,441)  $    (384)

Interest Expense. . . . . . . . . . . . . . . . . . . .       (862)          -

Interest Income. . . . . . . . . . . . . . . . . . . .          12           -
                                                        ----------    ---------

Net Loss . . . . . . . . . . . . . . . . . . . . . . .  $   (5,291)  $    (384)
                                                        ==========   =========

Basic Loss Per Common Share. . . . . . . . . . . . . .  $        -   $       -
                                                        ==========   =========

Weighted-Average Common Shares Used In
Per Share Calculation . . . . . . . . . . . . . . . . .  5,213,112   5,213,112
                                                         =========   =========

Accumulated Deficit at Beginning of Period . . . . . .  $ (711,766)  $(703,013)

Net Loss . . . . . . . . . . . . . . . . . . . . . . .      (5,291)       (384)
                                                        ----------   ---------

Accumulated Deficit at End of Period . . . . . . . . .  $ (717,057   $(703,397)
                                                        ==========   =========


     The accompanying notes are an integral part of these unaudited combined
                              financial statements.

                                       4


                             ANTICLINE URANIUM, INC.
                        COMBINED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                  For the Three Months
                                                     Ended March 31,
                                                  ---------------------
                                                     2002          2001
                                                  -------        ------

Cash Flows From Operating Activities
Net loss. . . . . . . . . . . . . . . . . . . . . $(5,291)       $ (384)
Changes in operating assets and liabilities:
Accrued liabilities. . . . . . . . . . . . . . .      862           384
                                                  -------        ------

Net Cash Used in Operating Activities. . . . . .   (4,429)            -
                                                  -------        ------

Net Decrease in Cash. . . . . . . . . . . . . . .  (4,429)            -
Cash at Beginning of Period. . . . . . . . . . .    6,667             -
                                                  -------        ------


Cash at End of Period. . . . . . . . . . . . . .  $ 2,238        $    -
                                                  =======        ======



     The accompanying notes are an integral part of these unaudited combined
                              financial statements.

                                       5



                              ANTICLINE URANIUM, INC.
                      NOTES TO COMBINED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In  1974, North Beck Joint Venture LLC, a Utah limited liability company ("North
Beck"), acquired certain patented mining claims comprising 470 acres located  in
the  Tintic  Mining  District of Juab County, Utah  (the  "Mining  Claims")  for
$134,000.  North  Beck  charged the acquisition costs of the  mining  claims  to
operations as exploration costs at the time of the purchase.  North Beck  leased
the  Mining  Claims to an unrelated mining company from 1985  through  1998  for
approximately $30,000 that was paid over five years. From 1998 until August  10,
2001,  North Beck had minimal operations that consisted of maintaining its legal
status and leasing the surface rights of the Mining Claims under the terms of  a
small grazing lease.

Anticline  Uranium,  Inc.  ("Anticline")  was  incorporated  in  the  State   of
California  on October 19, 1954. Anticline was incorporated for the  purpose  of
exploring,  prospecting for, mining and treating uranium and other  minerals  in
Utah  and  to acquire and sell mineral estates including oil and gas  properties
and rights. In 1955, Anticline completed a public offering of its Class A common
shares,  designated to be issued to the public, for $282,000 and issued Class  B
common  shares, designated as incentive compensation, for services. The proceeds
from  the  public offering were used for incorporation expenses, exploration  of
mining claims, equipment and payment of wages. Anticline became inactive shortly
after its public offering and remained dormant until June 29, 2001, when it  was
reactivated and received proceeds from the issuance of notes payable.  Anticline
used  the  proceeds  of  its notes payable to pay back taxes  to  the  State  of
California Franchise Tax Board in order to reinstate its corporate charter.

Anticline held a court-ordered shareholders' meeting on July 26, 2001, where, by
order  of  law, a new board of directors was elected. The Anticline shareholders
voted  to  consolidate the Class A and Class B stock into one  class  of  common
stock,  to change the par value of the stock from $0.10 to $0.001 per share  and
to increase the authorized number of common shares to 50 million. As a result of
the shareholders' meeting, Anticline was controlled by the owners of North Beck.

Anticline  changed its domicile, effective October 4, 2001, from  California  to
Nevada  by merging with and into a wholly owned subsidiary that bears  the  same
name, with the Nevada entity being the surviving entity.  The Agreement and Plan
of  Merger approved by the shareholders of both corporations provided  that  the
shares  in  the California corporation were exchanged for shares in  the  Nevada
corporation on a 1-for-100 basis.

On  August  10, 2001, North Beck transferred 96.5% of the rights to  the  Mining
Claims  to Anticline, under the terms of a lease agreement (the "Mining Lease"),
for  a  period of five years (North Beck retained a 3.5% net smelter royalty  on
all mineral bearing ores sold) in exchange for Anticline's issuance of 5,000,000
common  shares  (95%  of  its  outstanding common  stock)  and  for  Anticline's
commitment  and  obligation to spend $15,000 over the five-year  lease  term  in
exploration, mining, development or incurring similar costs for the  benefit  of
the property subject to the Mining Lease.

The  Mining Lease was between entities under common control. In accordance  with
Statements  of  Financial Accounting Standards No. 141, "Business Combinations,"
the  Mining Lease and the 5,000,000 shares of common stock issued to North  Beck
were recorded by Anticline at zero cost, which was the historical carrying value
to North Beck of  the  property  subject  to  the Mining Lease. The accompanying
financial statements are presented on a combined basis and  include the  assets,
liabilities, equity, income and expenses relating  to  the  Mining Claims  of
North Beck and of Anticline for all periods presented through  August 10, 2001.
The  financial statements present the assets,  liabilities,  equity, income and
expenses of Anticline subsequent to August 10, 2001.

Interim  Financial  Statements - The accompanying financial statements  are  not
audited.  In  the  opinion of management, all adjustments necessary  to  present
fairly  the  financial position, results of operations and cash  flows  for  the
periods  presented  have been included in the accompanying financial  statements


                                        6


and  consist of only normal recurring adjustments. The results of operations for
the  three  months  ended March 31, 2002 are not necessarily indicative  of  the
results that may be expected for the full year ending December 31, 2002.

Use  of  Estimates - The preparation of financial statements in conformity  with
accounting  principles  generally  accepted in  the  United  States  of  America
requires  management  to  make  estimates and assumptions  that  affect  certain
reported  amounts  and  disclosures  in the accompanying  financial  statements.
Actual results could differ from those estimates.

Basic  Loss Per Share - Basic loss per common share is computed by dividing  net
loss  by  the  weighted-average number of common shares outstanding  during  the
period.   There  were no potentially issuable common shares; therefore,  diluted
loss per share is not presented.

NOTE 2 --BUSINESS CONDITION

During  the three months ended March 31, 2002, the Company incurred  a  loss  of
$5,291  and  used cash from operating activities of $4,429. The Company  had  no
revenues  from  operations. These conditions raise substantial doubt  about  the
Company's ability to continue as a going concern.

The  Company's continuation as a going concern is dependent upon its ability  to
generate  sufficient cash flows to meet its obligations on a  timely  basis,  to
obtain  financing  as  may  be  required, and ultimately  to  attain  profitable
operations. The necessary financing to revive the Company has been obtained,  as
discussed  in Note 4.  The Company also plans to generate revenues  through  the
exploration for and mining of precious minerals from the Mining Lease  discussed
in  Note 3.  The Company also plans to obtain funding through issuances  of  its
common  stock.  However,  there can be no assurance that  the  Company  will  be
successful in its efforts to explore and mine precious minerals from its  Mining
Lease,  nor can there can be any assurance that the necessary financing will  be
realized  from  issuance  of its common stock, or that such  financing  will  be
available on terms favorable to the Company.

NOTE 3 - MINING LEASE

Under  the  terms of the Mining Lease, Anticline is obligated to  spend  $15,000
over  the  5-year  lease term in exploration, mining, development  or  incurring
similar costs for the benefit of the property subject to the Mining Lease.   Any
shortfall  at the end of the 5-year lease period is due and payable in  cash  to
North  Beck.   North  Beck also agreed to indemnify and hold Anticline  harmless
from  any  Environmental Protection Agency claim or claims by  a  similar  state
agency  based  solely  on  past  mining contaminations  or  other  environmental
violations  or damage.  The Mining Lease contains an option to buy the  property
from North Beck for $3,000,000.  The Mining Lease expires on August 9, 2006  and
provides  Anticline  with the option to renew the lease in  5-year  renewals  on
substantially the same terms and conditions.

Anticline  is obligated to pay a 3.5% net smelter royalty to North Beck  on  all
mineral-bearing  ores  sold, which royalty is due  and  payable  45  days  after
payment  is  received from a smelter or buyer.  The Mining Lease agreement  also
gives a credit to Anticline for the first $30,000 of net smelter royalties  owed
to North Beck as a result of the 5,000,000 shares issued to North Beck.


                                        7

NOTE 4 - NOTES PAYABLE

Notes payable at March 31, 2002 and December 31, 2001 consisted of the
following:

                                                  March 31,  December 31,
                                                     2002        2001
                                                   ----------  ---------
       Long-term notes payable - related parties   $   30,000  $  30,000
       Long-term notes payable                         20,000     20,000
                                                   ----------  ---------
       Total                                       $   50,000  $  50,000
                                                   ==========  =========

The  Company  issued notes payable with three-year maturities  totaling  $50,000
between  June 29 and July 6, 2001, in order to raise funds to pay back taxes  to
the  State  of  California  Franchise Tax Board and to pay  other  miscellaneous
expenses  in order to revive the Company. The Company borrowed $20,000  from  an
individual  who is the father of an Officer of the Company and borrowed  $10,000
from  a  Director of the Company.  All of the notes payable were issued with  an
interest rate of 7% per annum; no interest payments are due until maturity.  The
fair value of the notes payable was estimated as the present value of the future
cash flows at a 9% effective borrowing rate, or $47,735 as of March 31, 2002.

Annual maturities of notes payable consist of $50,000 due during the year ending
December 31, 2004.

NOTE 5 - INCOME TAXES

The Company has paid no federal income taxes in 2002 or 2001. As of December 31,
2001,  the Company had net operating loss carry forwards for federal income  tax
reporting  purposes  of  $41,135, which, if unused, will  expire  in  2021.  The
operating  loss carry forwards resulted in the following deferred tax  asset  at
December 31, 2001, for which a valuation allowance has been provided:

     Operating loss carry forwards        $ 13,986
     Valuation allowance                   (13,986)
                                          --------
     Total Deferred Tax Assets            $      -
                                          ========

NOTE 6 - STOCKHOLDERS' EQUITY

In  1955, the Company completed a public offering of 112,800 Class A shares  for
net  proceeds  of  $282,000,  or $2.50 per share.  Simultaneous  to  the  public
offering, an additional 73,076 Class B shares were issued for services valued at
$182,690,  or $2.50 per share.  Class A shares were designated to be  issued  to
the  public and Class B shares were designated as shares issuable for  incentive
compensation.

In  June  of  1973, the Company issued 7,200 shares of Class A stock and  20,000
shares  of  Class  B stock to an acting director of the Company  in  return  for
services  rendered  in  attempting to revive the  Company  and  for  maintaining
responsibility  for corporate records.  These shares issued  for  services  were
valued at $2.50 per share for a total value of $68,000.

Subsequent  to  the revival of the Company in 2001, by action of a court-ordered
shareholders'  meeting, the shareholders met on July 26, 2001,  and  approved  a
motion  to  combine the Class A and Class B stock into a single class of  common
stock.   The shareholders also voted to increase the authorized shares of  stock
from  15 million shares to 50 million shares and to change the par value of  the
stock from $0.10 per share to $0.001 per share.


                                        8


Anticline changed its domicile, effective October 4, 2001, from California to
Nevada by merging with and into a wholly owned subsidiary that bears the same
name, with the Nevada entity being the surviving entity.  The Agreement and Plan
of Merger approved by the shareholders of both corporations provided that the
shares in the California corporation were exchanged for shares in the Nevada
corporation on a 1-for-100 basis.  The stock-for-stock exchange was accounted
for as a reverse stock split.  The shareholders later approved a 4-for-1 forward
stock split effective December 31, 2001.  The net effect of the two stock splits
is a 25-to-1 reverse stock split.  The financial statements have been
retroactively restated for the effects of both stock splits for all periods
presented.


                                        9


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

Anticline Uranium, Inc. ("Anticline" or "Company") is engaged in mineral
exploration.  The discussion hereunder is based on certain expectations
concerning the mining industry, the demand for precious metals, and the sources
and potential for obtaining financial capital, all of which involve "forward-
looking statements."  The Company does not intend to forecast what may or may
not occur in the future, nor will the Company predict that any particular event
may or may not occur.  Management emphasizes that it can neither control nor
predict many of these risks and uncertainties.

The Company has been in the process of reactivating itself and is now in the
position of determining what business opportunities are available to it,
including evaluating the possible future exploration of the patented mining
claims it has acquired by lease agreement ("the North Beck Claims").  Prior to
the filing of its registration statement on Form 10-SB on March 1, 2002, the
Company had been in the dormant stage and was inactive.

Selected Financial Data

Because Anticline currently has limited operations, selected financial data
would not be particularly meaningful.  Reference is therefore made to the
financial statements above.  Reference is also made to the Company's audited
financial statements contained in its second amended registration statement on
Form 10-SB/A filed with the Commission on April 30, 2002.

Quarter ended March 31, 2002

During the first quarter ended March 31, 2002, Anticline did not conduct any
business activity that resulted in revenues other than in the nature of nominal
interest income derived from its cash and cash equivalents.  All of its
activities during the quarter were devoted to further reactivating itself and
otherwise establishing a business plan and plan of operation.

Liquidity and Capital Resources or Requirements

At March 31, 2002, Anticline's working capital deficit was approximately $367.
The Company's existing working capital has been funded from loans that bear
interest at 7% per annum.

Anticline will likely require additional financing to continue to develop its
business plan and to begin its implementation.  Management believes this amount
may be substantial depending upon a variety of factors such as the price of gold
and silver over the next year or two or longer.  Anticline currently has no
sources of financing, including bank or private lending sources, or equity
capital sources.  No assurance can be given that Anticline will be able to
develop any sources of funding or financing in the future.  To implement its
business plan and engage in the exploration of the North Beck Claims, Anticline
will need substantial additional funding.  Because these requirements are in the
more distant future, management has not yet begun to develop methods or plans of
financing.  If and when necessary, management expects that it will use equity,
debt and other arrangements such as joint ventures to fund these stages of its
business plan to the extent such is necessary.  Based on the Company's current
liquidity situation and in spite of statements to the effect that the Company
will more than likely need additional funding to carry out or implement its plan
of operation, the Company has a commitment from its officers and directors to
advance it sufficient working capital necessary to keep it current in its
reporting obligations over the next three years without having to pursue
additional financing or the raising of additional capital.

Plan of Operation

The Company's goal and ultimate objective is to generate recurring cash flow by
establishing long-term business opportunities.  The uncertainty of future
events, however, presently limits Anticline's ability to provide any assurances
regarding its ability to implement such a plan, raise financial resources, or
undertake these or any other business activities.

During the next twelve to eighteen months, the Company will actively seek out
and investigate possible business opportunities with the intent to acquire or
merge with one or more business ventures, all with a view towards further
exploring its mining claims, properties that the Company believes are valuable.
If and when funds are available for such purposes, management believes that
further exploration on the North Beck Claims may be warranted.

The Company does NOT have sufficient other funds of its own to finance
exploration costs, or to make capital improvements to its properties and
operating facilities.

Should the Company be unable to raise a significant amount of additional working
capital over the next three years, it more than likely would NOT have sufficient
funds, or access to sufficient funds, for exploration work.  As a result,
Anticline's plan of operation depends largely on its ability to cultivate
financial resources and business arrangements with investors and larger and
better-capitalized mining or exploration companies.

The Company does not intend to use or hire any employees, with the possible
exception of part-time clerical assistance on an as-needed basis.  The services
of outside advisors or consultants may be used if they can be obtained for
minimal cost or on a deferred payment basis.  Management is confident that it
will be able to operate in this manner and to continue its search for business
opportunities and arrangements during at least the next three years.

The  Company's  business  plan  will be directed primarily  toward  seeking  out
business  opportunities and also pursuing the eventual and possible  exploration
of its patented mining claims.  The mineral interests and rights with respect to
these claims are believed to represent durable value for exploration.


PART II - OTHER INFORMATION

Item 5.  Other information.

           None.

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

     (a)  Exhibits
          None.

     (b)  Reports on Form 8-K
          None.


                                   SIGNATURES

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


                              ANTICLINE URANIUM, INC.
                                   (Issuer)


Date:  June 24, 2002             /s/ John Michael Coombs
                                 -------------------------------------
                                   By: John Michael Coombs
                              Its:  President and Chairman of the Board