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 March 31, 1999

                                        or

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

               For the transition period from __________to__________

                          Commission file number 0-21591
                              MASON OIL COMPANY, INC.
            (Name of small business issuer as specified in its charter)

               Utah                          37-1099747
      (State of Incorporation)    (I.R.S. Employer Identification No.)

                               6337 Ravenwood Drive
                              Sarasota, Florida 34243
                     (Address of principal executive offices)

                                  (941) 351-3102
                            (Issuer's telephone number)

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 __

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                               PRECEDING FIVE YEARS

                                  Not applicable

                       APPLICABLE ONLY TO CORPORATE ISSUERS


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

There were 10,890,504  shares of the Issuer's common stock,  par value $.001 per
share, outstanding as of May 17, 1999.


<PAGE>






                              MASON OIL COMPANY, INC.

                            Consolidated Balance Sheets

PART I
FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                             June 30,        March 31,
                                                               1998            1999   
                                                             -------         --------
                                                                            (Unaudited)
<S>                                                         <C>              <C>                
                                     Assets
Current Assets
  Cash and cash equivalents                                  $ 473,652       $ 154,988
  Note receivable (Note 2)                                          -          207,843
  Prepaid expenses and other                                        -            3,107
                                                             ---------       ---------
   Total current assets                                        473,652         365,938

Property and equipment, at cost
  Unproved oil and gas properties, full cost method            274,994         329,641
  Portable rig camp (Note 2)                                        -          120,029
  Vehicles                                                      37,185          38,048
  Other                                                          7,684           9,065
                                                             ---------       ---------
                                                               319,863         496,783
  Less accumulated depreciation                                (11,980)        (18,728)
                                                             ---------       ---------
                                                               307,883         478,055

Other noncurrent assets
  Deposits                                                      19,682          19,482
  Investment in joint venture (Note 2)                         528,894              -
                                                             ---------       --------
     Total Other Assets                                        548,576          19,482
                                                             ---------       ---------

Total                                                        $1,330,111      $ 863,475
                                                             ==========      =========

                     Liabilities and Stockholders' (Deficit)
Current Liabilities
  Accounts Payable                                           $  32,673       $  36,144
  Notes payable - related party                                197,599         195,400
  Current portion of notes payable                              13,588           3,760
                                                             ---------       ---------
     Total Current Liabilities                                 243,860         235,304

Notes payable - long term                                        1,695              -
Deferred salary payable                                         72,000         108,000

Stockholders' equity
  Common  Stock,  $.001 par  value,  200,000,000  shares
authorized;  10,890,504 shares issued and outstanding at
March 31, 1999 and 11,697,171 at June 30,1998 (Note 2)          11,697          10,890
  Additional paid-in capital                                 2,485,994       2,365,801
  Accumulated deficit                                        (1,498,738)    (1,919,299)
  Foreign currency translation adjustment                       13,603          62,779
                                                             ---------       ---------
     Total Stockholders' equity                              1,012,556         520,171
                                                             ---------       ---------

Total Liabilities and Stockholders' Equity                   $1,330,111      $ 863,475
                                                             ==========      =========
                                       - 2 -
</TABLE>


<PAGE>


                              MASON OIL COMPANY, INC.

                  Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>


                                           Nine Months Ended         Three Months Ended
                                               March 31,                  March 31,     
                                       -----------------------     ----------------------
                                           1998         1999         1998         1999
                                       ----------   -----------    ---------    --------- 
                                       (unaudited)  (unaudited)   (unaudited)  (unaudited)
<S>                                     <C>          <C>           <C>          <C>             
     Costs and expenses
       General and administrative       $  404,447   $  402,812    $  190,896   $  130,269
                                        ----------   ----------    ----------   ----------
         Total operating costs and
           expenses                        404,447      402,812       190,896      130,269

     Other (income) expense
       Interest income                     (37,551)     (20,857)      (10,050)      (2,296)
       Interest expense                     10,604       38,606         3,944        4,486
                                        ----------   ----------    ----------   ----------

     Net loss                           $ (377,500)  $ (420,561)   $ (184,790)  $ (132,439)
                                        ==========   ==========    ==========   ==========

     Basic net loss per common share    $     (.03)  $     (.04)   $     (.02)  $     (.01)
                                        ==========   ==========    ==========   ==========

     Weighted average number of
      shares outstanding                11,092,463   10,890,504    11,092,463   10,890,504
                                        ==========   ==========    ==========   ==========



















</TABLE>

                                        -3-


<PAGE>


                              MASON OIL COMPANY, INC.

                  Consolidated Statements of Comprehensive Income

<TABLE>
<CAPTION>

                                           Nine Months Ended         Three Months Ended
                                                March 31,                March 31,
                                        -----------------------    -----------------------
                                            1998        1999         1998         1999
                                        ----------   ----------    ----------   ----------
                                        (unaudited)  (unaudited)   (unaudited)  (unaudited)
<S>                                     <C>          <C>           <C>          <C>              

     Net loss                           $ (377,500)  $ (420,561)   $ (184,790)  $ (132,439)
                                        ----------   ----------    ----------   ----------

     Other comprehensive income, net
      of tax
       Foreign currency translation
        adjustments                        (12,354)      59,176        76,781       39,789
                                        ----------   ----------    ----------   ----------
        Total other comprehensive
          income (loss)                    (12,354)      59,176        76,781       39,789
                                        ----------   ----------    ----------   ----------

     Comprehensive loss                 $ (389,854)  $ (361,388)   $ (108,009)  $  (92,650)
                                        ==========   ==========    ==========   ==========























</TABLE>

                                        -4-


<PAGE>


                              MASON OIL COMPANY, INC.

                  Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                      March 31,
                                                            --------------------------
                                                                1998            1999
                                                            ----------      ----------
                                                            (unaudited)     (unaudited)
<S>                                                         <C>             <C>               
Cash flows from operating activities
   Net loss                                                 $ (377,500)     $ (420,561)
   Depreciation and amortization                                 6,402           6,435
   Stock issued for consulting                                   3,500              -
   Adjustments to reconcile net loss to net cash used
    in operating activities
     Accounts receivable                                       (89,848)          9,060
     Prepaid expenses and other assets                         (98,520)         (3,107)
     Accounts payable and accrued liabilities                   97,990          55,706
                                                            ----------      ----------
        Net cash used by operating activities                 (457,976)       (352,467)
                                                            ----------      ----------

Cash flows used by investing activities
   Oil and gas exploration expenses                           (147,275)        (48,267)
   Oil and gas acquisition costs                               (34,815)             -
   Purchase of equipment and furniture                         (17,198)         (1,190)
   Purchase of drilling rig                                   (300,000)             -
   Payments on note receivable                                      -           99,045
                                                            ----------      ----------
        Net  cash (used  in) provided  by investing
         activities                                           (499,288)         49,588
                                                            ----------      ----------


Cash flows from financing activities
   Borrowings on notes payable                                  14,846          18,525
   Payments on notes payable                                    (9,881)        (11,877)
                                                            ----------      ----------
        Net cash used by financing activities                    4,965           6,648
                                                            ----------      ----------

Net effect of currency fluctuations on cash and cash           (15,817)        (22,433)
 equivalents

Net decrease in cash and cash equivalents                     (968,116)       (318,664)

Beginning cash and cash equivalents                          1,587,627         473,652
                                                            ----------      ----------

Ending cash and cash equivalents                            $  619,511      $  154,988
                                                            ==========      ==========

</TABLE>


Supplemental non-cash flow disclosures:
      During the nine months  ended March 31,  1999 and 1998,  the Company  paid
       approximately $33,000 and $0, respectively, for interest expense.

      During the nine months  ended  March 31, 1998 the Company  purchased a 50%
       interest in a drilling rig for $300,000 cash and 806,667 shares of common
       stock of common stock valued at $605,000.

      During the nine months  ended  March 31,  1999,  the Company  sold its 50%
       investment  in the drilling  rig back to the  original  seller for a note
       receivable  payable in U.S.  dollars of  $300,000,  the return of 806,667
       shares of the Company's common stock valued at $121,000, and the transfer
       of title to a portable drilling rig camp valued at $121,626.

                                        -5-



<PAGE>





                              MASON OIL COMPANY, INC.


Note 1 - Summary of Accounting Policies

The summary of Mason Oil Company's,  Inc. (the "Company") significant accounting
policies are  incorporated  by reference to the Company's  annual report on Form
10-KSB dated June 30, 1998.

The  accompanying   unaudited   condensed   financial   statements  reflect  all
adjustments  which,  in the  opinion of  management,  are  necessary  for a fair
presentation  of the results of operations,  financial  position and cash flows.
The results of the interim period are not necessarily  indicative of the results
for the full year.


Note 2 - Investment in Joint Venture

The  Company's  sale of its  investment in a drilling rig joint venture has been
recorded at its estimated net  realizable  value,  which  consists of a $300,000
note receivable, 806,667 shares of the Company's common stock valued at $121,000
and the title to a portable rig camp valued at $121,626. The note receivable has
the following  terms:  $50,000  payable on the closing date of the agreement and
$50,000  payable in quarterly  installments on the following  dates;  January 1,
1999, March 30, 1999, June 30, 1999, September 30, 1999 and January 1, 1999. The
note also  provides for interest  payments of 8% and is secured by the Company's
interest in the drilling  rig. The Company has received  $100,000 to date on the
note.


Note 3 - New Accounting Standards

Recently Issued Accounting Pronouncements

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
130, "Reporting  Comprehensive  Income" (SFAS 130), which establishes  standards
for  reporting  and  display  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among  other  disclosures,  SFAS 130  requires  that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive  income,  be reported in a financial  statement  that is displayed
with the same prominence as other financial statements.







                                        -6-



<PAGE>


                              MASON OIL COMPANY, INC.


Note 3 - New Accounting Standards (continued)

Recently Issued Accounting Pronouncements (continued)

Also, in June 1997, the FASB issued Statement of Financial  Accounting Standards
No. 131,  "Disclosures about Segments of an Enterprise and Related  Information"
(SFAS 131), which supersedes Statement of Financial Accounting Standards No. 14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance. Currently, the Company only has a single business segment.

SFAS  No.'s 130 and 131 are  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997,  and require  comparative  information  for
earlier periods to be restated.

In February of 1998, the FASB issued Statement of Financial Accounting Standards
No.  132,  "Employers'  Disclosures  about  Pensions  and  Other  Postretirement
Benefits" (SFAS No. 132),  which supercedes SFAS No.'s 87, 88, and 106. SFAS No.
132 addresses  disclosure only and is effective for fiscal years beginning after
December 15, 1997. Restatement of disclosures for prior periods is required. The
adoption of SFAS No. 132 will have no current impact on the Company's  financial
statements,  as no  prior  disclosures  under  SFAS  No.  87,  88,  or 106  were
applicable.

In June of 1998, the FASB issued Statement of Financial Accounting Standards No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities"(SFAS  No.
133).  SFAS  No.  133  addresses  the  accounting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  SFAS No. 133 is effective  for all fiscal  quarters of all
fiscal years beginning after June 15,1999.  Initial  application of SFAS No. 133
shall be as of the  beginning  of an  entity's  fiscal  quarter,  on that  date,
hedging  relationships  shall  be  designated  anew  and  documented  under  the
provisions  of this  statement.  The  adoption  of SFAS  No.  133  shall  not be
retroactively  applied.  This statement currently has no impact on the financial
statements  of  the  Company,  as the  Company  does  not  hold  any  derivative
instruments or participate in any hedging activities.







                                        -7-



<PAGE>








                              MASON OIL COMPANY, INC.

Item 2.  Management's Discussion and Analysis or Plan of Operation

Plan of Operation

The  Company  has not had  revenues  from  operations  in either of its last two
fiscal  years,  or during  the  portion  of the  current  fiscal  year for which
financial  statements  are  furnished  in this  report.  The  Company's  plan of
operation for the next twelve months is set forth below.

Given its current cash position and resources,  the Company  anticipates that it
can satisfy its cash requirements,  at current operating levels, for a period of
approximately  one year.  Pending receipt of additional  financing,  the Company
will  continue  to  maintain  current   relationships   and  contacts,   conduct
preliminary   investigations  and  evaluations  of  promising   exploration  and
development  opportunities,   gather  preliminary  data  with  respect  to  such
properties,  and pursue financing alternatives,  but will defer any exploration,
development or production activities.

The  Company  will  have  to  raise  additional  funds  before   commencing  any
exploration or development  activities,  and in any event by July 31, 1999.  The
Company  is  currently  pursuing  financing  alternatives,  and  has  engaged  a
financing  consultant  on a  non-exclusive,  best  efforts  basis.  The  Company
anticipates that financing,  if obtained,  may be in the form of a joint venture
type arrangement or an issuance of equity  securities of the Company.  There can
be no  assurance  that the  Company  will be able to obtain  any such  financing
within  time  period  it will be  needed  or at all,  or that  the  terms of any
financing  which may be  available  will be  acceptable  to the  Company or will
permit it to achieve  its  business  and  financial  objectives.  The  Company's
ability to commence exploration or production  activities,  including activities
required to maintain  its rights  under  existing  licenses,  will depend on its
ability to promptly obtain needed funding.

The  Company  does not  anticipate  any  significant  changes  in the  number of
employees, pending receipt of additional funding and commencement of exploration
and developing activities.

The Company  believes that its inability to obtain funding for current  projects
has been  tied to the  recent  slippage  of world  oil  prices to a 12 year low.
Recent upward pricing trends are expected to open new financing opportunities.

Delayed  financing  has  rendered  the  Company  unable to meet the  performance
obligations  applicable to its Indonesian projects, but the Company has received
positive  communications with responsible parties in Indonesia and believes that
variances  will be  granted,  due to the  general  down-turn  in oil  prices and
project financing, provided that financing becomes available in the near future.

Assuming  that needed  financing is received  and any  requisite  variances  are
obtained,  the  company  plans  to  proceed  with the  testing  phase of the the
projects  located in the Mogoi and Wasian  fields of the Bintuni  Basin of Irian
Jaya (Western New Guinea),  Indonesia,  and the development of the Officer Basin
project in south Australia (where two to three  stratigraphic  wells are planned
for 1999.  Should these  initial  Officer  Basin wells prove to be of acceptable
volume,  the Company would  undertake to complete  them as  production  wells by
reaming the holes and setting production casing.

                                        -8-

                              MASON OIL COMPANY, INC.

Contracts are being prepared with service and work-over companies in the various
areas  in  anticipation  of  commencing  operations  this  summer,  if  adequate
financing  is  received.  If  funding is  received  and the  Indonesian  project
proceeds,  the Company's  Jakarta  office will be minimized  and the  Indonesian
operations office will be located at Sarong, resulting in significant savings to
the Company. Also, the drilling camp that has been in storage in the Philippines
would be moved for use in the Indonesian project.

On time  payments  are being  received  from the  sell-back  of the drilling rig
previously reported.

Year 2000

The Year 2000 ("Y2K") problem is the result of two potential  malfunctions  that
could have an impact on systems and  equipment.  The first problem arises due to
computers  being  programmed  to use two rather  than four  digits to define the
applicable  year. The second problem arises in embedded chips,  where microchips
and  microcontrollers  have been  designed  using two rather than four digits to
define the applicable year. If uncorrected, the problem could result in computer
system and program  failures or  equipment  malfunctions  that could result in a
disruption of business operations.

To date, the Company has not completed an internal  review of its minimal number
of systems to determine major areas of exposure to Y2K issues.  The Company does
not, however, operate a significant number of computer systems and does not rely
on  computers to regulate any critical  corporate  functions.  Accordingly,  the
Company  believes that even without any  corrective  measures  being taken,  the
Company will not suffer material adverse effects from the Y2K problems. However,
there can be no assurance that the Company will not experience  loss of data and
loss of capacity  to  continue  pursuing  its  operations  if Y2K issues are not
addressed and remedied.

In addition, third parties with whom the Company interacts,  need to be surveyed
to assess Y2K compliance, or if contingency plans will become necessary. If such
third party systems are not addressed, any failure of such systems could have an
adverse effect on the Company's development and exploration activities. Inasmuch
as the Company  intends to rely  heavily on third  parties  for its  exploration
activities,  if such  third  parties'  systems  fail,  it could  have a material
adverse effect on the Company.












                                        -9-


<PAGE>


                              MASON OIL COMPANY, INC.

Item 2.  Management's Discussion and Analysis or Plan of Operation (continued)

Forward-Looking Statements

The  foregoing  and  subsequent  discussion  contains  certain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended and  Section 21E of the  Securities  Exchange  Act of 1934,  as amended,
which are  intended to be covered by the safe  harbors  created  thereby.  These
forward-looking  statements  include the plans and  objectives of management for
future and possible further  capitalization of the Company.  The forward-looking
statements  contained  herein are based on  current  expectations  that  involve
numerous  risks  and  uncertainties.   Assumptions   relating  to  such  current
expectations  involve  judgments  with  respect to, among other  things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond and  control of the  Company.  Although  the  Company  believes  that the
assumptions could be inaccurate and therefore there can be no assurance that the
forward-looking  statements  included  in this  Form  10-QSB  will  prove  to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  of the Company or any other  person
that the objectives and plans of the Company will be achieved.





















                                       -10-


<PAGE>


                              MASON OIL COMPANY, INC.

                                      PART II

Item 1.  Legal Proceedings.

      Not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

      None; not applicable.


Item 3.  Defaults Upon Senior Securities.

There has been no material  default in the  payment of  principal,  interest,  a
sinking or purchase fund  installment,  or any other material  default not cured
within 30 days with respect to any  indebtedness  of the Company  exceeding five
percent (5%) of the total assets of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of the Company's security holders during the
fiscal quarter covered by this report.

Item 5.  Other Information.

The Company has no other information to report.

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

(a)   Exhibits

*Exhibit 3.1 Articles of Incorporation  of the Registrant  (Filed as Exhibit 3.1
     to the Registrant's Form 10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).

*Exhibit 3.2  Articles of  Amendment  to Articles  of  Incorporation.  (Filed as
     Exhibit 3.2 to the Registrant's  Form 10-SB-A1,  Reg. No. 0-28184 filed May
     31, 1996).

*Exhibit 3.3 Bylaws of the Registrant. (Filed as Exhibit 3.3 to the Registrant's
     Form 10-SB-A1 Reg. No. 0-28184 filed May 31, 1996).

*Exhibit 3.4  Amended  Bylaws of the  Registrant.  (Filed as Exhibit  3.4 to the
     Registrant's Form 10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).


                                       -11-


<PAGE>


                              MASON OIL COMPANY, INC.

*Exhibit 10 Stock Purchase Agreement, dated  September  10, 1996, by and between
            Craig Carpenter, Mason Oil Company, Inc., Paul B. Ingram and John L.
            Naylor. (Filed as Exhibit 2.1 to the Registrant's  Form  10-QSB Reg.
            No. 000-28184 filed November 15, 1996).

*Exhibit 10.1  Stock  Purchase  and Sale  Agreement,  dated  October  14,  1996,
            between  the Registrant, Paul Ingram and John L.  Naylor.  (Filed as
            Exhibit 2.2 to the Registrant's Form 10-QSB Reg. No. 000-28184 filed
            November 15, 1996).

*Exhibit 10.2  Access Agreement between Anangu  Pitjantjatjara  and John Leonard
            and Paul Bryan Ingram.(Filed as Exhibit 2.5 to the Registrant's Form
            10-QSB, Reg. No. 000-28184 filed February  21, 1997).

*Exhibit 10.3  Petroleum  Exploration  License  (PEL) No.  61and PEL  Agreement.
            (Filed  as Exhibit 2.3 to the  Registrant's  Form  10-QSB  Reg.  No.
            000-28184 filed February 21, 1997).

*Exhibit 10.4  Petroleum  Exploration  License No. 63 and PEL Agreement.  (Filed
            as Exhibit 2.4 to the Registrant's Form 10-QSB  Reg.  No.  000-28184
            filed February 21, 1997).

*Exhibit 10.5     Joint Venture  Agreement between Hemley Exploration PTY. LTD.,
            an Australian corporation and PT.PUTRA BAKTI  MAHKOTA, an Indonesian
            corporation.

*Exhibit 10.6    Subscription  Agreement  and  Investment  Representation, dated
            February 28, 1997. (Filed as Exhibit 10.1 to the  Registrant's  Form
            10-QSB Reg. No. 000-28184 filed May 20, 1997).

*Exhibit 10.7     Consulting  Fee Agreement dated February 28, 1997. (Filed as a
            plan to the Registrant's Registration Statement in Form S-8 Reg. No.
            333-24467 filed April 3, 1997).

*Exhibit 10.8  Amendment  No. 1 to Consulting  Fee Agreement  dated May 8, 1997,
            amending the Consulting Fee Agreement dated Fe bruary 28, 1997,  and
            previously  filed with the  Securities and Exchange Commission  on a
            Form S-8 Registration Statement dated  March  25,  1997.  (Filed  as
            Exhibit 10.2 to the Registrant's Form 10-QSB Reg. No.000-28184 filed
            May 20, 1997).

*Exhibit    24 Power of Attorney (Filed with the Registrants September 30, 1997,
            form 10-QSB dated November 13, 1997).

Exhibit 27  Financial Data Schedule

*Exhibits incorporated herein by reference.

(b)   Forms 8-K filed during the last quarter.  None.

                                       -12-


<PAGE>



                                    SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

May 19, 1999                        MASON OIL COMPANY, INC.


                               /s/ Paul B. Ingram
                             Director and President